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, 2003


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

        For the transition period from            to
                                       ----------   ------------

        Commission file number
                                 ----------------------------

SearchHelp, Inc.
----------------
(Name of small business issuer in its charter)


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

1055 Stewart Avenue, Suite 12, Bethpage, New York                 11714
------------------------------------------------            --------------------
(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. [X] Yes [ ] No

<PAGE>
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. [X]

Issuer's revenues as of December 31, 2003:       $4,556

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 $.72 of such common equity as of March 8, 2004 is $12,070,721.

The  outstanding  number of each type of the issuer's  securities as of March 8,
2004 is (i) Common  Stock,  par value  $.0001,  25,909,000  shares  (ii) Class A
Warrants  and Class B Warrants  to acquire  common  shares was  4,948,000  (iii)
2,300,000 warrants to acquire common stock issued as partial consideration for a
participation  agreement  in February  2004,  and (iv) 247,400  Placement  Agent
Units.  Each Placement agent unit is comprised of one share of common stock, one
Class A warrant and one Class B warrant. Additionally, a placement agent has not
received 34,000 warrants to acquire the Company's common stock.


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

Traditional Small Business Disclosure Format (check one):  Yes [  ]; No [ X]

                                       2

<PAGE>
                                TABLE OF CONTENTS

PART I

   Item 1.     Description of Business.........................................4
   Item 2.     Description of Property.........................................8
   Item 3.     Legal Proceedings...............................................8
   Item 4.     Submission of Matters to a Vote of Security Holders.............8
   Item 5.     Market for Common Equity and Related Stockholder Matters........8
   Item 6.     Management's Discussion and Analysis or Plan of Operation......10
   Item 7.     Financial Statements...........................................15
   Item 8.     Changes In and Disagreements With Accountants on
               Accounting and Financial Disclosure............................39

PART II

   Item 9.     Directors, Executive Officers, Promoters and Control Persons;
               Compliance With Section 16(a) of the Exchange Act..............40
   Item 10.    Executive Compensation.........................................41
   Item 11.    Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters.....................42
   Item 12.    Certain Relationships and Related Transactions.................43
   Item 13.    Exhibits and Reports on FORM 8-K...............................44
   Item 14.    Principal Accountant Fees and Services.........................46

EXHIBIT INDEX ................................................................47

                                        3
<PAGE>
ITEM 1.  DESCRIPTION OF BUSINESS

GENERALLY

      SearchHelp, Inc. (the "Company") was incorporated in the State of Delaware
on  September  5, 2001.  The Company is a successor  to SH  Networks.com,  Inc.,
("SHN"),  formerly known as SearchHelp.com,  Inc., a New York corporation formed
on January  29,  1999.  SHN merged into the  Company on  September  5, 2001 in a
transaction in which the  shareholders of SHN exchanged all of the capital stock
in SHN for 6,616,910 common shares of the Company.  The merger was accounted for
as a recapitalization.

      SearchHelp  intends to become a family safety company,  having shifted its
primary focus from providing  small  businesses  with online  forums.  While the
Company will continue to develop  software  intended to keep children safe while
online,  its more  expanded  purpose will be to seek out emerging  capabilities,
products  and  services  that exhibit  significant  promise of improving  family
safety and well being. To this end, the Company has formed two new subsidiaries,
FamilySafe,  Inc. ("FamilySafe") for its family software business and Indoor Air
Quality  Services,  Inc ("Indoor  Air"),  which addresses the area of indoor air
quality,  specifically  mold.  Mold is currently at the  forefront of health and
environmental concerns.

SPECIFICALLY

FamilySafe Products
-------------------

      FamilySafe  owns the technology  for the Company's two software  products,
Sentry  At Home and  Sentry  Remote,  formally  known as  S.P.I.K.E  At Home and
S.P.I.K.E Remote, which have been in development for two years.

      Sentry At Home is a software package designed to enable parents to monitor
their child's  behavior on the Internet and to protect  children from  potential
online predators by blocking and filtering out  inappropriate  web sites on AOL,
Netscape,  Internet  Explorer  and MSN.  Key words will be used to block  sites,
similar to blocking channels for family viewing on cable  television.  Sentry At
Home has its own custom  browser and permission  security  levels for all users,
which allows  parents to control the Internet  access  levels for  different age
users. The application will also monitor children's Internet communications.  It
will highlight the use of  inappropriate  language,  log the screen names of the
individuals  with whom children are Instant  Messaging,  and filter  potentially
inappropriate  personal discussions through the use of Artificial  Intelligence.
It also blocks illegal music downloading.

      Sentry Remote also enables  parents to monitor  their child's  behavior on
the  Internet  just as Sentry At Home,  but it allows  parents to monitor  their
children  at home while the parent is not at home.  It allows  parents to see on
their computer  screens exactly what their children are seeing on their screens.
With  Sentry  Remote  parents  are  able  to be  active  participants  in  their
children's Internet  experience from any other computer that is online.  Parents

                                       4
<PAGE>
can redirect their children to other web sites,  send them protective  messages,
lock their  computers,  and hide their start menus,  taskbars or desktop  items.
Parents  are also able to view the last 25 web sites  visited  and to view their
children's  instant  messaging  conversations.  Parents  can even  receive  text
message alerts about what their children are doing while online.

      In August 2003, the Company entered into a five year Software  License and
Service Agreement with Family Trusted Products, LLC ("FTP"), a company dedicated
to creating  technology-based  products that  reinforce the importance of safety
for  children.  FTP  will  be  responsible  for  manufacturing,   marketing  and
distributing the Sentry  products.  SearchHelp will receive a 10% royalty on all
sales made by FTP and FTP will pay all marketing, manufacturing and distribution
costs and the Company will receive an  additional 5% from FTP's monthly sales to
be used for  technical  support.  The  Company is  responsible  for  maintaining
technical  support  and all  updates.  The Company  anticipates  that the Sentry
products will be launched in the second quarter of 2004.

Indoor Air Products
-------------------

      Indoor Air has been exploring  opportunities with the "at home" quality of
living  aspects of indoor air  quality  ("IAQ").  The  increased  knowledge  and
concern  with  regards to indoor air toxins  and  irritants,  combined  with the
dramatic  increase  in the  diagnosis  of  childhood  and adult  asthma  and the
potential  impact of these issues on general  family health,  represent,  in the
Company's  opinion,  an area in need of address and  solutions.  The  increasing
media attention, as well as hard and soft data related to in-home complaints and
associations  with IAQ  problems,  make the  opportunity  to  develop a consumer
friendly/informative home-based solution attractive for the Company.

      The Company chose to focus on one of the most important  issues within the
broader  IAQ  arena - Mold.  There is a great  deal of both  medical  and  media
attention  being given to the  detection  and the removal of harmful  molds from
indoor air systems.  The Company is investigating  the potential for engaging in
the marketing of products for the testing for mold  conditions  and have already
entered into an agreement with a company that provides  indoor mold  remediation
solutions.

      On February 3, 2004, the Company  entered into a  Participation  Agreement
with Environmental Commercial Technology Corp. ("ECT"). ECT has been granted the
rights to market a product  which is a compound  intended for the  prevention of
the growth of mold and fungus (the "Product").  The Company received an interest
equal to 5% of the  gross  revenue  from the sale of the  Product  for a term of
approximately  5 1/2 years.  In return,  the  Company is  providing  development
capital of $600,000 and will provide consulting  services in connection with the
marketing  and sales of the Product.  As additional  consideration,  the Company
also granted ETC and its parent company Bioneutral Laboratories  Corporation USA
a total of  2,300,000  shares of common  stock and  warrants  to  purchase up to
2,300,000  shares of common stock. The Company is required to effectuate and pay
the  costs  of  a  registration  statement  with  the  Securities  and  Exchange
Commission for the shares issued and the shares  underlying the warrants  issued
to ECT and its parent by September 1, 2004. If the Company is not  successful in
registering  these  securities  by that date,  the  agreement  provides that the

                                       5
<PAGE>
warrant  exercise  price  will be  reduced  in  stages  from  $0.33 per share at
September  1, 2004 to a low of $0.01 at  January 1,  2006.  If the  registration
statement  is not  effective  by January  1,  2005,  both ECT and its parent may
cancel the agreement and keep half of the common shares  issued;  but, they must
surrender the warrants and refund the cash to the Company.

MARKETING PLANS

      Generally  -  The  Company  will  examine  all  reasonable   opportunities
      ---------
identified,  explored and selected for development of the Company's products for
the most  effective  way for the  Company's  products to enter into the selected
marketplace.  This will include the  possibility  of the  inclusion of strategic
partners if  necessary  in a variety of areas where the  partners'  expertise in
technology,   science,  marketplace  influence  or  other  capabilities  in  the
Company's  management's  judgment  needed to achieve  successful  financial  and
marketplace results for the Company's products.

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

      The  Company  will be  particularly  cautious  as it relates to  launching
expensive marketing  initiatives into new and untested products and services and
instead seek out ways to reduce risk while gaining  expertise through the use of
test-marketing  strategies and the opportunities  that may lie with partners who
have established expertise and/or market entry capabilities.

      For all  marketplace  executions,  the Company's  management will seek the
most effective media or combinations of media for the selected  marketplace with
a constant and balanced concern towards the potential  revenue and profitability
returns from the investment of funds for the strategies employed.


      The  Company  will  rely  on its  strategic  partners  for  marketing  and
distribution.  The Sentry At Home and Sentry Remote products will be marketed by
FTP and ECT is responsible  for all marketing and sales of the mold  remediation
compound.

COMPETITION

      Generally - The Company will compete for clients with companies that offer
      ---------
child  monitoring  software and IAQ companies.  There could be other  businesses
with the same  business  plan and model as the Company,  of which the Company is
unaware. Effective competition could result in price reductions, reduced margins
or loss of market  share,  any of which  could  adversely  affect the  Company's
business.

      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.

                                       6
<PAGE>
      To be  competitive,  the Company must 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  services,  as
well as the  Company's  sales and  marketing  channels.  Any pricing  pressures,
reduced margins or loss of market share resulting from increased competition, or
the Company's failure to compete effectively, could seriously damage the Company
business.

      FamilySafe  Products - The Company  believes  that  filtering  software to
      --------------------
filter,  monitor and block  inappropriate sites while a child is on the Internet
is a product  required by every  parent with  children  under the age of 18. The
Sentry  software has  competition  from Net Nanny,  Cyber Cop,  Cyber Patrol and
others.

      Net Nanny is a  well-known  company  rated by  Consumer  Reports  as "very
good."

      The Company has designed the Sentry products to be the most  comprehensive
monitoring  software on the market. The Company has signed a licensing agreement
with FTP to market Sentry At Home and Sentry Remote. Though this does not assure
success, it is an important alliance in marketing these products.  If the Sentry
products  are  technologically  sound,  the  Company  expects  that they will be
supported by the National  Center for Missing and Exploited  Children.  No other
online monitoring software has received this support.

      Indoor Air Products - The Company's IAQ mold  remediation  business  faces
      -------------------
competition from organizations with mold-encapsulation capable products and from
other organizations potentially developing mold deterrence concepts.


      If the Company enters the mold testing arena,  competition will come from,
among  others,  organizations  who market lower cost,  less  accurate mold tests
already in the  marketplace  as well as other IAQ  evaluation  products that are
marketed through  "in-person"  relationships  such as home service providers and
home inspectors.

RESEARCH AND DEVELOPMENT COSTS

      Through  December 31, 2003,  The Company  incurred  software  research and
development costs of $204,342 which were charged to operations ($154,609 in 2003
and $49,715 in 2002) in  connection  with the initial  development  phase of two
products.

EMPLOYEES

      As of March 8, 2004, the Company had 5 full time employees.

                                       7
<PAGE>
ITEM 2.  DESCRIPTION OF PROPERTY

      The Company is leasing an executive  office at 1055 Stewart Avenue,  Suite
12,  Bethpage,  New York 11714.  The lease was renewed for an additional year on
December 1, 2003. The rent is $1,082 per month  ($12,984 per year).  The Company
deposited two (2) months' security.


ITEM 3.  LEGAL PROCEEDINGS

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      On December 15, 2003,  the Annual Meeting of  Stockholders  of the Company
was held in New York, New York for the purpose of the following:

      (a) The  stockholders  elected  the  following  directors  who  served  as
director for 2003: William Bozsnyak,  Debbie Seaman, Joel San Antonio and Joseph
Carrizzo.  Each of the  directors  nominated by the entire board of directors of
the Company  and listed in the proxy  statement  was  elected  with the votes as
follows:

-----------------------------------------------------------------------------
NOMINEE                      |FOR                      |WITHHELD
-----------------------------|-------------------------|---------------------
William Bozsnyak             |16,090,725               |196,000
-----------------------------|-------------------------|---------------------
Debbie Seaman                |16,230,725               |56,000
-----------------------------|-------------------------|---------------------
Joel San Antonio             |16,246,725               |40,000
-----------------------------|-------------------------|---------------------
Joseph Carrizzo              |16,106,725               |180,000
-----------------------------------------------------------------------------

         The stockholders approved the adoption of the Company's 2004 Stock Plan
(the  "Plan") with a vote of  15,337,725  shares in favor of the adoption of the
Plan and 70,000 shares withheld.

         The stockholders  ratified the selection of Weinick Sanders Leventhal &
Co., LLP as the Company's  independent auditors with a vote of 16,286,725 shares
in favor of the selection, 0 shares withheld.

ITEM  5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      The  Company's  common  stock  ("SHLP"),  the  Company's  Class A Warrants
("SHLPW") and the Company's Class B Warrant  ("SHLPZ") are thinly traded.

      As of March 8, 2004, the Company had outstanding  25,909,000 shares of its
Common  Stock,  par value  $.0001 per  share,  2,721,400  Class A  Warrants  and
2,721,400 Class B Warrants and 247,400 placement agent warrants.

      On February 3, 2004,  the Company  issued a warrant to purchase  2,300,000
shares of the Company's  Common Stock at a purchase price of $.33 per share.

                                       8
<PAGE>
      On March 12, 2004, the Company issued an option to purchase 750,000 shares
of the Company's Common Stock at a purchase price of $.25 per share.

      Additionally,  pursuant to the Company's  current  private  offering,  the
Company is  required to issue a  placement  agent a warrant to  purchase  34,000
shares of the Company's  Common Stock at a purchase price of $.30 per share,  as
partial  consideration  for  services  rendered in the private  placement of the
Company's securities.

      The following tables set forth the range of high and low bid prices of the
Company's  common stock and the range of high and low bid prices or trade prices
of the Company's  warrants,  as  applicable,  in each case from August 21, 2003,
when the  stock  began to trade,  through  December  31,  2003.  For the  period
commencing  on  August  21,  2003 and  ending on  December  31,  2003,  both the
Company's   common  stock  and  the  Company's   warrants  were  quoted  on  the
Over-The-Counter Bulletin Board.

Price Range of Common Stock
---------------------------

------- ------------------------------------- ----------------------------------
          Quarter Ended September 30, 2003       Quarter Ended December 31, 2003
------- ------------------------------------- ----------------------------------
High                   $. 51                                  $. 82
------- ------------------------------------- ----------------------------------
Low                    $. 35                                  $. 45
------- ------------------------------------- ----------------------------------


Price Range of Class A Warrants
-------------------------------

------- ------------------------------------- ----------------------------------
          Quarter Ended September 30, 2003       Quarter Ended December 31, 2003
------- ------------------------------------- ----------------------------------
High                        $. 20                                  $. 23
------- ------------------------------------- ----------------------------------
Low                         $. 10                                  $. 13
------- ------------------------------------- ----------------------------------


Price Range of Class B Warrants
-------------------------------

------- ------------------------------------- ----------------------------------
          Quarter Ended September 30, 2003       Quarter Ended December 31, 2003
------- ------------------------------------- ----------------------------------
High                        $. 11                                   $. 11
------- ------------------------------------- ----------------------------------
Low                         $. 03                                   $. 05
------- ------------------------------------- ----------------------------------


Holders
-------

         As of March 8, 2004, there were  approximately 146 holders of record of
the Company's common stock,  approximately 32 holders of record of the Company's
Class A Warrants and approximately 48 holders of record of the Company's Class B
Warrants.

                                       9
<PAGE>
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.

Recent Private Offering
-----------------------

      On September 8, 2003 the Company commenced a private offering of 4,000,000
shares of common stock at $.25 per share. In November 2003 the private  offering
of the Company's Common Stock was increased to 6,000,000 shares of common stock.
A total of 5,010,000 shares were sold to  approximately 55 accredited  investors
as of March 8, 2004.  The gross  proceeds  of the  offering  as of that date was
$1,252,500  and the net  proceeds  to the  Company,  after  expenses  and broker
commissions,  was approximately  $1,213,227.  The Company's financial statements
reflect  an accrual  at  December  31,  2003 of $1,700  payable  to S.G.  Martin
Securities,  LLC and a warrant to purchase 34,000 shares of the Company's common
stock at $.30 per  share  was  issuable  to the  placement  agent.  S.G.  Martin
Securities,  LLC was the  placement  agent for a portion of the funds raised and
received $16,000 in commissions and $3,200 non-accountable expenses.

      Between  December  1, 2001 and  February  14, 2002  promissory  notes were
issued to 13  accredited  investors  at  $25,000  each for a total of  $325,000.
Robert M. Cohen & Co.,  Inc. was the  placement  agent and received  commissions
totaling  $32,500.  Since the Company did not pay back the note  holders in full
within 60 days of issuance,  the note  holders  were  entitled to purchase up to
5,000 shares per month of the Company's  common stock at $.01 per share for each
additional month the note remains unpaid. As of March 8, 2004,  1,125,000 shares
have been  purchased  by the note  holders.  There are no other shares of common
stock issuable to the Company's  note holders.  The note holders were all repaid
by July 2003 out of the proceeds of the Company's initial public offering.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

FORWARD LOOKING STATEMENTS

      Except  for the  historical  information  contained  herein,  the  matters
discussed  below or elsewhere in this annual report may contain  forward-looking
statements that involve risks and uncertainties  that could cause actual results
to differ materially from those contemplated by the forward-looking  statements.
SearchHelp, Inc. (the "Company") makes such forward-looking statements under the
provisions of the "safe  harbor"  section of the Private  Securities  Litigation
Reform Act of 1995.  Forward-looking  statements reflect the Company's views and
assumptions based on information  currently available to management.  Such views
and  assumptions are based on, among other things,  the Company's  operating and
financial  performance over recent years and its expectations about its business
for the current and future fiscal years.  Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no  assurance  that  such  expectations  will  prove  to be  correct.  Such
statements  are  subject  to  certain  risks,   uncertainties  and  assumptions,
including,  but not limited to, (a) the  Company's  ability to complete and sell

                                       10
<PAGE>
its products and services,  (b) the Company's ability to achieve levels of sales
sufficient to cover operating  expenses,  (c) the Company's  ability to conclude
arrangements  in the  indoor  air  quality  business,  (d)  prevailing  economic
conditions which may significantly deteriorate,  thereby reducing the demand for
the Company's  products and services,  (e) regulatory or legal changes affecting
the Company's business, (e) the effectiveness of the Company's  relationships in
the indoor air quality business, (g) the effectiveness of the indoor air quality
compound in which the Company  invested,  or (h) the Company's ability to secure
necessary capital for general operating or expansion purposes.

LIQUIDITY AND CAPITAL RESOURCES

      The Company has funded its  operations by issuing notes and by the sale of
common stock.  From inception  through December 31, 2003, the Company raised net
cash  proceeds of  $1,543,278  from sales of common stock and the  conversion of
$104,075 of indebtedness into common stock. As of December 31, 2003, the Company
had cash and cash  equivalents  of $271,800 and working  capital  deficiency  of
$145,556.

      The  Company's  liquidity  and capital  needs relate  primarily to working
capital and other general corporate requirements.  Since inception,  the Company
has not  received  any  significant  cash  flow  from  operations.  Based on the
Company's  current  plans,  management  believes the proceeds from the Company's
various  securities  offerings will provide the Company with sufficient  capital
resources to fund its operations during 2004.  Expectations  about the Company's
long-term  liquidity may prove inaccurate if the Company's plans change.  As the
Company  increases sales from its products and services,  the Company expects to
increase cash flow from operations.

      Net cash used in operating  activities  for the years ending  December 31,
2003 and 2002 was $1,159,736 and $6,812,  respectively.  Since inception through
December 31, 2003 net cash used in operations was $1,350,877.

      Net cash used in investing  activities  for the years ending  December 31,
2003 and 2002 was  $33,625  and  $112,030,  respectively,  and  since  inception
through  December 31, 2003 net cash used in investing  activities  was $308,281.
The use of cash funds in investing activities since inception has been property,
asset and license acquisitions and software development costs.

      Net cash provided from financing  activities was $1,930,958 from inception
through  December 31, 2003 of which  $1,464,149 and $14,322 was generated in the
years ended  December 31, 2003 and 2002.  The cash flow provided from  financing
activities was primarily derived from the net cash received from the sale of the
Company's securities and the proceeds from notes and loans payable.

      Since the Company has not generated  significant  revenues and  management
does not anticipate the Company will generate sufficiently  substantial revenues
from the sale of its products in an amount  necessary to meet its cash needs for
the next  twelve  months.  Management  determined  that the  Company  would need
additional financing to continue operating.

                                       11
<PAGE>
      Therefore,  in September 2003, the Company  commenced a private  placement
("Private  Placement") offering to accredited  individuals of up to 4,000,000 of
the Company's unregistered common stock for $0.25 per share.

      In November  2003,  the offering was increased to 6,000,000  shares of the
Company's unregistered Common Stock at the same purchase price and permitted the
use of one or more placement agents to assist in the sale. The Company would pay
each  placement  agent a  commission  of 10% of the  proceeds  of all the shares
placed by the placement agent and non-accountable expenses of 2% of the proceeds
of all the shares placed by the placement agent.

      In addition to the placement  agent's cash  compensation,  the Company has
agreed to give the placement  agent warrants to purchase up to 600,000 shares of
common stock at a purchase price of $.30 per share which will be exercisable for
a period of 5 years, which means that the Placement Agent will receive a warrant
to purchase one share of common stock for every 10 Shares sold by the  placement
agent. The placement  agent's warrants and the underlying shares of common stock
will not be  registered  at the time of grant.  The  placement  agent  will have
certain  piggyback rights to cause the registration of the shares if the Company
effects a registration of its securities.

      The Company  planned to raise at least  $600,000  to meet its  operational
expenses of the Company for the next twelve months. Management believes that the
additional  money raised from the private offering will provide the Company with
operating  capital necessary to enable the Company to carry out the key elements
of its  business  plan,  at least to the point of  generating  revenue  from the
marketing and  distribution of the Sentry  products.  The Company will delay the
launching of its other  products and services  until its revenues are sufficient
to enable the Company to do so. As of December  31,  2003,  the Company has sold
2,798,000  common  shares for an aggregate of $699,500.  As of March 8, 2004 the
Company sold an additional  2,212,000 common shares for an aggregate of $553,000
and a total cash receipts for securities  sold through the private  placement of
$1,252,500  before the expenses of the offering.  Thus,  management now believes
that it has cash on hand sufficient for at least nine months of operations.

      The  placement  agent has been paid  $16,000,  but has not been issued the
warrants to purchase  34,000 shares of the Company's  Common Stock at a purchase
price of $.30 per share for placing 340,000 shares of the Company's Common Stock
as of March 8, 2004.

THE COMPANY'S BUSINESS AND PLAN OF OPERATION

      The Company intends to become a family safety company,  having shifted its
primary focus from providing  small  businesses  with online  forums.  While the
Company will continue to develop  software  intended to keep children safe while
online,  its more  expanded  purpose will be to seek out emerging  capabilities,
products  and  services  that exhibit  significant  promise of improving  family
safety and well being.

                                       12
<PAGE>
      The Company is currently  focusing on two specific  areas,  the  Company's
family  software  division,  FamilySafe,  Inc.  ("FamilySafe")  and  indoor  air
quality,  specifically mold, through the Company's wholly owned company,  Indoor
Air Quality Services, Inc ("Indoor Air").

FAMILY SAFE

      FamilySafe  owns the technology  for the Company's two software  products,
Sentry At Home and Sentry Remote.  Sentry At Home is a software package designed
to enable  parents to monitor  their  child's  behavior on the  Internet  and to
protect  children from potential  online predators by blocking and filtering out
inappropriate  web sites on AOL,  Netscape,  Internet  Explorer and MSN.  Sentry
Remote also enables  parents to monitor their  child's  behavior on the Internet
just as Sentry At Home,  but it allows parents to monitor their children at home
while the  parent is not at home.  It allows  parents  to see on their  computer
screens  exactly what their  children are seeing on their  screens.  With Sentry
Remote parents are able to be an active participant in their children's Internet
experience from any other computer that is online.

      In order to market and sell the Sentry  products,  the Company has entered
into a five year agreement with Family Trusted Products,  LLC ("FTP"), a company
dedicated to creating technology-based products that reinforce the importance of
safety for children.  FTP will be responsible for  manufacturing,  marketing and
distributing the Sentry  products.  SearchHelp will receive a 10% royalty on all
sales made by FTP and FTP will pay all marketing, manufacturing and distribution
costs,  and will receive 5% from FTP's  monthly  sales to be used for  technical
support.  The Company  anticipates  that the Sentry products will be launched by
the second quarter of 2004 and begin to see revenues at such time.

INDOOR AIR

      Through  the  Company's  Indoor  Air  subsidiary,  the  Company  has  been
exploring  opportunities  with the "at home" quality of living aspects of indoor
air quality ("IAQ").  The increased knowledge and concern with regards to indoor
air toxins and irritants,  combined with the dramatic  increase in the diagnosis
of  childhood  and adult  asthma  and the  potential  impact of these  issues on
general family health,  represent,  in the Company's opinion, an area in need of
address and solutions.  The increasing media attention, as well as hard and soft
data related to in-home complaints and associations with IAQ problems, makes the
opportunity  to  develop a  consumer  friendly/informative  home-based  solution
appealing to the Company.

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

      Accordingly,  on February 3, 2004,  the Company  entered into an agreement
with  Environmental  Commercial  Technology  Corp.  ("ECT"),  a company that was
granted the rights to market a compound for mold remediation and has the ability
to prevent  the  growth of mold and  fungus  (the  "Product").  Pursuant  to the

                                       13
<PAGE>
Company's  agreement  it received an interest  equal to 5% of the gross  revenue
from the sale of the  product.  In  return,  the  Company  provided  development
capital of $400,000  and will pay an  additional  $200,000 by August  2004.  The
Company will also provide  consulting  services in connection with the marketing
and sales of the Product,  especially in the consumer  marketplace.  The Company
also granted ETC and its parent company Bioneutral Laboratories Corporation USA,
as additional  consideration,  a total of 2,300,000 shares of Common Stock and a
warrant to purchase up to 2,300,000  shares of Common Stock. The Company expects
to begin to generate  revenues from  this venture in the third  quarter of 2004.
The Company  will be adding at least one member of the  scientific  community to
its Advisory Board to assist in evaluating  and  overseeing  the IAQ arena.  The
Company  continues  to  evaluate   possible  business   opportunities  for  mold
screening.

OTHER PRODUCTS

      Other planned activities will be deferred until the Company has sufficient
funds to effectively develop and exploit them.

MARKETING PLANS

      Generally  -  The  Company  will  examine  all  reasonable   opportunities
      ---------
identified,  explored and selected for  development of its products for the most
effective way for its products to enter into the selected marketplace. This will
include the possibility of the inclusion of strategic partners if necessary in a
variety  of  areas  where  the  partners'  expertise  in  technology,   science,
marketplace  influence or other  capabilities  is in the Company's  management's
judgment needed to achieve successful  financial and marketplace results for the
Company's products.

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

      The  Company  will  rely  on  it  strategic  partners  for  marketing  and
distribution.  The Sentry At Home and Sentry Remote products will be marketed by
Family Trusted  Products (FTP) and  Environmental  Commercial  Technology Corp -
(ECT) is  responsible  for all  marketing  and  sales  of the  mold  remediation
compound.

      Generally - The Company will compete for clients with companies that offer
      ---------
child monitoring software and IAQ companies.

      To be  competitive,  the Company must 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  services,  as
well as the  Company's  sales and  marketing  channels.  Any pricing  pressures,
reduced margins or loss of market share resulting from increased competition, or
the  Company's  failure  to  compete  effectively,  could  seriously  damage the
Company's business.


ITEM 7.  FINANCIAL STATEMENTS

                                       14
<PAGE>


                         SEARCHHELP, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2003










<PAGE>
                         SEARCHHELP, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)





I N D E X
---------
<TABLE>
<CAPTION>
                                                                                          PAGE NO.
                                                                                         --------
<S>                                                                                      <C>
INDEPENDENT AUDITORS' REPORT                                                              F-2

FINANCIAL STATEMENTS:

        Balance Sheets as at December 31, 2003 (Consolidated) and 2002                    F-3 - F-4

        Statements of Operations
           For the Years Ended December 31, 2003 (Consolidated)
           (Inception) to December 31, 2003 (Consolidated)                                F-5


        Statement of Stockholders' Capital Deficiency
           Cumulative from January 29, 1999 (Inception)
           To December 31, 2003 (Consolidated)                                            F-6


        Statements of Cash Flows
           For the Years Ended December 31, 2003 (Consolidated)
           and 2002 and Cumulative from January 29, 1999
           (Inception) to December 31, 2003 (Consolidated)                                F-7 - F-8


        Notes to Financial Statements                                                     F-9 - F-23
</TABLE>

                                       F-1
<PAGE>
[GRAPHIC OMITTED]

WEINICK
 SANDERS                                                           1375 BROADWAY
   LEVENTHAL & CO., LLP                                NEW YORK, N.Y. 10018-7010
--------------------------------------------------------------------------------
                       CERTIFIED PUBLIC ACCOUNTANTS                 212-869-3333
                                                                FAX 212-764-3060
                                                                   WWW.WSLCO.COM


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To the Board of Directors and Stockholders
SearchHelp, Inc.

We  have  audited  the  accompanying  balance  sheets  of  SearchHelp,  Inc.  (A
Development Stage Company) as at December 31, 2003  (consolidated) and 2002, and
the related statements of operations and cash flows for the years ended December
31,  2003   (consolidated)  and  2002  and  cumulative  from  January  29,  1999
(inception)  to  December  31, 2003  (consolidated)  and  stockholders'  capital
deficiency  cumulative  from January 29, 1999  (inception)  to December 31, 2003
(consolidated).  These  financial  statements  are  the  responsibility  of  the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  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
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of SearchHelp, Inc. (A Development
Stage Company) as at December 31, 2003  (consolidated)  and 2002 and the results
of its  operations  and its cash flows for the years  ended  December  31,  2003
(consolidated)  and 2002 and  cumulative  from January 29, 1999  (inception)  to
December  31, 2003  (consolidated)  in  conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  disclosed  in  Note 1 to the
financial  statements,  the Company has a working capital deficiency of $145,556
and a stockholders'  capital deficiency of $35,123 at December 31, 2003 and as a
development stage company has incurred losses since inception.  These conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's plan regarding those matters is also described in Note 1.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

                                        /s/ WEINICK SANDERS LEVENTHAL & CO., LLP
New York, New York
January 20, 2004 (Except as to a portion
  of Notes 1, 11 and 14 as to which the
  date is February 3, 2004)

                                       F-2
<PAGE>

                         SEARCHHELP, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                                 BALANCE SHEETS



                                   A S S E T S
                                   -----------

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                ----------------------------
                                                                    2003              2002
                                                                --------------   -----------
                                                                (Consolidated)
<S>                                                             <C>             <C>
Current assets:
  Cash                                                          $   271,800      $     1,012
  Accounts receivable                                                 1,237            3,716
  Prepaid expenses                                                      598            3,693
                                                                -----------      -----------
        Total current assets                                        273,635            8,421
                                                                -----------      -----------

Property and equipment - at cost,
  less accumulated depreciation                                      17,262           23,234
                                                                -----------      -----------

Other assets:
  Software development costs, less accumulated
    amortization of $179,054 and $120,054, respectively              93,423           93,798
  Deferred financing costs, less accumulated
    amortization of $52,500 and $51,875, respectively                    -               625
  Deferred license costs, less accumulated
    amortization of $5,833                                               -            44,167
  Deferred registration costs                                            -           234,681
  Security deposit                                                    2,155            2,155
                                                                -----------      -----------
        Total other assets                                           95,578          375,426
                                                                -----------      -----------

        Total assets                                            $   386,475      $   407,081
                                                                ===========      ===========
</TABLE>
                       See notes to financial statements.

                                       F-3
<PAGE>
                         SEARCHHELP, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                           BALANCE SHEETS (Continued)

                LIABILITIES AND STOCKHOLDERS' CAPITAL DEFICIENCY
                ------------------------------------------------
<TABLE>
<CAPTION>
                                                                         December 31,
                                                                ---------------------------
                                                                    2003             2002
                                                                --------------   ----------
                                                                (Consolidated)
<S>                                                             <C>              <C>
Current liabilities:
  Note payable - bank                                           $    14,450      $   39,450
  Notes payable - other                                                -            475,000
  Current portion of long-term debt                                   5,206           4,672
  Due to stockholders                                               332,508         130,008
  Due to placement agent                                              1,700             -
  Deferred revenues                                                     120             -
  Accounts payable and accrued expenses                              65,207         416,019
                                                                -----------       ---------
        Total current liabilities                                   419,191       1,065,149
                                                                -----------       ---------

Long-term debt, less current portion                                  2,407           7,200
                                                                -----------       ---------

Commitments and contingencies                                          -                -

Stockholders' equity (capital deficiency):
  Common stock - $.0001 par value
    Authorized  - 100,000,000 shares
    Issued and outstanding - 21,397,00 and
    15,000,000 shares, respectively                                   2,140           1,531
  Additional paid-in capital                                      1,928,463         230,494
  Deficit accumulated in the development stage                  ( 1,965,726)      ( 897,293)
                                                                -----------       ---------
        Total stockholders' equity (capital deficiency)            ( 35,123)      ( 665,268)
                                                                -----------       ---------

        Total liabilities and stockholders'
          equity (capital deficiency)                           $   386,475      $  407,081
                                                                ===========      ==========
                       See notes to financial statements.
</TABLE>

                                       F-4
<PAGE>
                         SEARCHHELP, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                   Cumulative From
                                                   For the Year             For the Year           January 29, 1999
                                                      Ended                     Ended               (Inception) to
                                                December 31, 2003         December 31, 2002        December 31, 2003
                                                -----------------         -----------------        -----------------
                                                  (Consolidated)                                    (Consolidated)

<S>                                                <C>                       <C>                     <C>
Revenues                                           $     4,556               $    4,399              $     20,650
                                                   -----------               ----------              ------------

Operating expenses:
  Selling                                              295,918                   48,620                   359,057
  Web site costs                                        24,394                   62,150                   139,385
  Software development costs                           154,609                   49,715                   204,324
  General and administrative                           308,196                  178,189                   634,287
  Amortization and impairment of
    license costs and deferred
    promotional incentives                              19,167                   41,550                    63,667
  Depreciation and amortization                         64,972                   64,897                   197,718
                                                   -----------               ----------              ------------
Total operating expenses                               867,256                  445,121                 1,598,438
                                                   -----------               ----------              ------------

Loss from operations                                 ( 862,700)               ( 440,722)              ( 1,577,788)
                                                   -----------               ----------              ------------

Other expenses:
  Interest                                              36,058                   54,675                   103,988
  Compensatory element of
    noteholders purchase rights                        169,050                   62,400                   231,450
  Amortization of deferred
    financing costs                                        625                   36,875                    52,500
                                                   -----------               ----------              ------------
Total other expenses                                   205,733                  153,950                   387,938
                                                   -----------               ----------              ------------

Net loss                                           ($1,068,433)               ($594,672)              ($1,965,726)
                                                   ===========               ==========              ============


Per share data:
  Loss per share - basic and diluted                  ($.06)                   ($.04)
                                                      =====                    ======


Weighted average number of
  shares outstanding                                17,518,014              15,084,395
                                                    ==========              ===========
</TABLE>
                       See notes to financial statements.

                                      F-5
<PAGE>
                         SEARCHHELP, INC. AND SUBSIDIARY
                          (A Development Stage Company)
             STATEMENT OF STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)
        CUMULATIVE FROM JANUARY 29, 1999 (INCEPTION) TO DECEMBER 31, 2003
<TABLE>
<CAPTION>
                                                                               Deficit
                                                                             Accumulated                         Total
                                                              Additional        in the           Stock       Stockholders'
                                        Common Stock           Paid-In       Development     Subscriptions      Capital
                                     -------------------
                                     Shares       Amount       Capital          Stage          Receivable      Deficiency
                                     --------    -------      -----------    ------------    --------------  -------------


<S>                                <C>          <C>         <C>            <C>             <C>              <C>
Common stock issued to founders     6,616,910    $  662      $   1,338      $    -          $    -           $    2,000

Net loss for the period from
  January 29, 1999 (inception)
  to December 31, 1999                  -            -             -          ( 24,056)           -             ( 24,056)
                                     ---------    -------     ---------      ---------       ---------        ----------

Balance at December 31, 1999         6,616,910       662          1,338       ( 24,056)           -             ( 22,056)

Net loss from the year ended
  December 31, 2000                     -            -             -          ( 56,775)           -             ( 56,775)
                                     ---------    -------     ---------      ---------       ---------        ----------

Balance at December 31, 2000         6,616,910       662          1,338       ( 80,831)           -             ( 78,831)

Loan converted to common stock       1,123,090       112        103,963            -              -              104,075

Common stock subscribed              7,160,000       716          6,234            -          ( 6,450)               500

Common stock issued for
  services rendered                    100,000        10          8,990            -              -                9,000

Promotional incentives with
  respect to exercise stock
  purchase rights                       -            -          44,500            -              -               44,500

Net loss from the year ended
  December 31, 2001                      -            -            -         ( 221,790)           -            ( 221,790)
                                     ---------    -------     ---------      ---------       ---------        ----------

Balance at December 31, 2001        15,000,000     1,500        165,025      ( 302,621)       ( 6,450)         ( 142,546)

Proceeds from exercise of
  noteholders' purchase rights         310,000        31          3,069            -              -                3,100

Payment of subscriptions                 -            -             -              -            6,450              6,450

Compensatory element of
  noteholders' purchase rights           -            -          62,400            -              -               62,400

Net loss from the year ended
  December 31, 2002                      -            -             -        ( 594,672)           -            ( 594,672)
                                     ---------    -------      ---------      ---------       ---------        ----------

Balance at December 31, 2002        15,310,000     1,531         230,494     ( 897,293)           -            ( 665,268)

Proceeds from exercise of
  noteholders' purchase rights         815,000        82           8,068           -              -                8,150

Compensatory element of
  noteholders' purchase rights            -           -          169,050           -              -              169,050

Proceeds from sale of securities,
  net of registration costs          5,272,000       527       1,520,851           -              -            1,521,378

Net loss from the year ended
  December 31, 2003                       -           -             -      ( 1,068,433)           -          ( 1,068,433)
                                     ---------    -------      ---------     ---------       ---------        ----------

Balance at December 31, 2003
  (consolidated)                    21,397,000    $2,140      $1,928,463   ($1,965,726)      $    -            ($ 35,123)
                                    ==========    =======     ==========   ============      =========        ==========
</TABLE>
                       See notes to financial statements.

                                      F-6
<PAGE>
                         SEARCHHELP, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                        Cumulative From
                                                          For the Year            For the Year          January 29, 1999
                                                             Ended                   Ended               (Inception) to
                                                       December 31, 2003       December 31, 2002       December 31, 2003
                                                       -----------------       -----------------       -----------------
                                                         (Consolidated)                                  (Consolidated)

Cash flows from operating activities:
<S>                                                       <C>                      <C>                    <C>
  Net loss                                                ($1,068,433)             ($594,672)             ($1,965,726)
                                                          ------------             ----------             ------------
  Adjustments to reconcile net loss to
      net cash used in operating activities:
    Deferred revenue                                              120                     -                       120
    Compensatory element of
      noteholders' purchase rights                            169,050                 62,400                  231,450
    Depreciation                                                5,972                  4,178                   12,831
    Amortization of deferred financing costs                      625                 36,875                   52,500
    Amortization of software
      development costs                                        59,000                 54,886                  179,054
    Amortization and impairment of
      deferred promotional incentives                             -                   41,550                   44,500
    Amortization and write off of
     deferred license costs                                    19,167                  5,833                   25,000
    Common stock issued for legal fees                            -                       -                     9,000
    Increase (decrease) in cash flows as
        a result of changes in asset and
        liability account balances:
      Accounts receivable                                       2,479              (   3,716)             (     1,237)
      Prepaid expenses                                          3,095              (     290)             (       598)
      Security deposits                                           -                       -               (     2,155)
      Accounts payable and accrued expenses               (   350,811)               386,144                   64,384
                                                          ------------             ----------             ------------
  Total adjustments                                       (    91,303)               587,860                  614,849
                                                          ------------             ----------             ------------

Net cash used in operating activities                     ( 1,159,736)             (   6,812)             ( 1,350,877)
                                                          ------------             ----------             ------------

Cash flows from investing activities:
  Equipment purchases                                             -                (   2,200)             (    10,804)
  Software development costs                              (    33,625)             (  59,830)             (   247,477)
  Deferred license costs                                          -                (  50,000)             (    50,000)
                                                          ------------             ----------             ------------
Net cash used in investing activities                     (    33,625)             ( 112,030)             (   308,281)
                                                          ------------             ----------             ------------

Net cash used in operating and
 activities                                               ( 1,193,361)             ( 118,842)             ( 1,659,158)
                                                          ------------             ----------             ------------
</TABLE>

                       See notes to financial statements.

                                      F-7
<PAGE>
                         SEARCHHELP, INC. AND SUBSIDIARY
                         (A Development Stage Company)
                      STATEMENTS OF CASH FLOWS (Continued)
<TABLE>
<CAPTION>
                                                                                                     Cumulative From
                                                       For the Year            For the Year          January 29, 1999
                                                          Ended                   Ended               (Inception) to
                                                    December 31, 2003       December 31, 2002       December 31, 2003
                                                    -----------------       -----------------       -----------------
                                                      (Consolidated)                                  (Consolidated)

Net cash used in operating and
<S>                                                    <C>                      <C>                    <C>
  investing activities brought forward:                ($1,193,361)             ($118,842)             ($1,659,158)
                                                       ------------             ----------             ------------

Cash flows from financing activities:
  Due to stockholder                                       202,500                 43,237                  332,508
  Note payable - bank                                  (    25,000)                  -                      14,450
  Notes payable - other                                (   475,000)               200,000                     -
  Loans payable                                               -                      -                     104,075
  Equipment loans                                      (     4,260)             (   3,784)             (    10,853)
  Deferred financing costs                                    -                 (  25,000)             (    52,500)
  Deferred registration costs                                 -                 ( 209,681)             (   234,681)
  Proceeds from sale of securities                       1,765,909                  3,100                1,771,509
  Proceeds from stock
    subscriptions receivable                                  -                     6,450                    6,450
                                                       ------------             ----------             ------------
Net cash provided by financing activities                1,464,149                 14,322                1,930,958
                                                       ------------             ----------             ------------

Net increase (decrease) in cash                            270,788              ( 104,520)                 271,800

Cash at beginning of period                                  1,012                105,532                     -
                                                       ------------             ----------             ------------

Cash at end of period                                  $   271,800              $   1,012              $   271,800
                                                       ============             ==========             ============

Supplemental Disclosures of
    Cash Flows Information:
  Cash payments made during period for:

    Interest                                           $    79,500              $  13,619              $   103,655
                                                       ============             ==========             ============

Supplemental Schedules of Noncash
    Investing and Financing Activities:

  Assets acquired for debt                             $     -                  $  15,656              $    19,289
                                                       ============             ==========             ============

  Deferred promotional incentive acquired
    through exercise of common stock
    purchase rights                                    $     -                  $    -                 $    44,500
                                                       ============             ==========             ============

  Common stock issued for legal fees                   $     -                  $    -                 $     9,000
                                                       ============             ==========             ============

  Loans converted to common stock                      $     -                  $    -                 $   104,075
                                                       ============             ==========             ============

  Compensatory element of
     Noteholders purchase rights                       $   169,050              $  62,400              $   231,450
                                                       ============             ==========             ============

  Due to placement agent                               $     1,700              $    -                 $     1,700
                                                       ============             ==========             ============
</TABLE>
                       See notes to financial statements.

                                      F-8
<PAGE>
                         SEARCHHELP, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003

NOTE 1 -  PLAN OF ORGANIZATION:

          (a)  Organization and Presentation of Financial Statements:

               SearchHelp, Inc. (the "Company") was incorporated in the State of
          Delaware on September 5, 2001 at which time the founding  shareholders
          subscribed for 6,660,000  shares of the Company's  common stock for an
          aggregate of $6,450. The stock  subscriptions were paid in January and
          February  2002. The Company is a successor to SH  Networks.com,  Inc.,
          ("SHN"),   formerly  known  as   SearchHelp.com,   Inc.,  a  New  York
          corporation formed on January 29, 1999. SHN merged into the Company on
          September 5, 2001 in a transaction  in which the  shareholders  of SHN
          exchanged all of the capital stock in SHN for 6,616,910  common shares
          of the Company.  The merger was accounted  for as a  recapitalization.
          Certain  creditors  of SHN  simultaneously  converted  their  debt  of
          $104,075 into 1,123,090 shares of the Company's common stock ($.09 per
          share). Since its inception through December 31, 2003, the Company and
          its predecessor  have not generated any significant  revenues and have
          not carried on any significant operations.  The accompanying financial
          statements have been prepared  assuming that the Company will continue
          as a going concern. As shown in the financial statements,  the Company
          has a working capital deficiency of $145,556 , a stockholders' capital
          deficiency  of $35,123 and has incurred net losses of  $1,068,433  and
          $594,672 for the years ended December 31, 2003 and 2002,  respectively
          and $1,965,726 cumulative from January 29, 1999 to December 31, 2003.

               This  condition  raises  substantial  doubt  about the  Company's
          ability to continue as a going  concern.  The 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 and selling products
          and services oriented towards improving family well being.

               The  Company  offered for sale to the public  ("IPO"),  through a
          placement  agent, on a best efforts basis, up to 8,000,000 units (each
          consisting of one share of common stock, one A warrant to purchase one
          share of common  stock at $.75 and one B warrant to purchase one share
          of common stock for $1.75) at a purchase  price of $.50 per unit.  The
          Company  filed its  prospectus  on January 22,  2003 and was  declared
          effective  on that date.  The Company sold  2,474,000  units for total
          gross proceeds of $1,237,000.  The placement agent received 10% of the
          gross   proceeds  from  the  offering,   plus  certain   warrants  and
          reimbursement of expenses. Placement agent fees and registration costs
          were $403,942 of which $234,681 had been paid in 2002 and 2001 and the
          balance of $169,311  was paid from the proceeds of the  offering.  The
          Company  has  repaid  all  outstanding  notes  totaling  $475,000  and
          interest  of $82,518 of the  proceeds  from the IPO.  $265,719  of the
          proceeds  from the IPO was used to pay accounts  payable and expenses.
          The balance was used for working capital.


                                       F-9
<PAGE>
          (a)  Organization   and   Presentation   of   Financial    Statements:
               (Continued)

               Since the Company has not generated  significant  revenues and as
          management does not anticipate the Company will generate  sufficiently
          substantial  revenues  from  the  sale of its  products  in an  amount
          necessary  to  meet  its  cash  needs  for  the  next  twelve  months,
          management  believes  the Company  will need  additional  financing to
          continue operating.

               Accordingly, effective September 8, 2003, the Company commenced a
          best efforts private  offering of up to 4,000,000 shares of its common
          stock,  $0.0001 par value at $0.25 per share.  The per share  offering
          price was  established by the Company  because of the  restrictions on
          transfer of the shares and the fact that prospective investors will be
          required  to  purchase  a  substantial  number of shares  (20,000  for
          $5,000) in order to  participate.  In November  2003, the offering was
          increased  up to  6,000,000  shares  at the same  purchase  price  and
          provided  that the  Company  may use one or more  placement  agents to
          assist in the sale. This offering has been extended  through  February
          29, 2004. The Company would pay each  placement  agent a commission of
          10% of the proceeds of all the shares  placed by the  placement  agent
          and  non-accountable  expenses of 2% of the proceeds of all the shares
          placed by the placement  agent.  In addition to the placement  agent's
          cash compensation,  the Company has agreed to give the placement agent
          warrants  to  purchase  up to  600,000  shares  of  common  stock at a
          purchase  price of $.30 per  share  which  will be  exercisable  for a
          period of 5 years, which means that the placement agent will receive a
          warrant to purchase one share of common stock for every 10 shares sold
          by the  placement  agent.  The  placement  agent's  warrants  and  the
          underlying  shares of common stock will not be  registered at the time
          of grant.  The placement agent will have certain  piggybank  rights to
          cause  the  registration  of the  shares  if  the  Company  effects  a
          registration of its securities.  Through December 31, 2003,  2,798,000
          shares were  purchased for $688,320,  net of $12,880 in offering costs
          of which $1,700 was unpaid at December 31, 2003.  The placement  agent
          was entitled to, but had been issued,  his warrants to purchase 34,000
          shares of the  Company's  common stock for $0.30 per share at December
          31, 2003.

          (b)  Principal Business Activity:

               The Company is focused on utilizing  new and emerging  technology
          to develop products and services  oriented toward improving family and
          well-being,  primarily but not exclusively in the home, having shifted
          its primary focus from providing small  businesses with online forums.
          The  Company  will  continue  to  develop  software  intended  to keep
          children safe while online:  and, its more expanded purpose will be to
          seek out emerging  technologies,  products  and services  that exhibit
          significant promise of improving family safety and well being.

               The Company's two existing software products,  Sentry At Home and
          Sentry  Remote,   formerly  known  as  Secure  Protect  Identify  Kids
          Everywhere  (S.P.I.K.E.) and S.P.I.K.E.  Remote Sentry, were developed
          to keep  children  safe while online.  These  monitoring  programs are
          currently  being  tested by an outside  testing  center.  The  Company
          entered into an exclusive  five year  licensing  agreement with Family
          Trusted  Products,  LLC  ("FTP").  FTP  will  be  responsible  for the
          manufacturing,  marketing and distribution of the Sentry Products. FTP
          will pay the  Company a royalty  of 10% on all FTP sales of the Sentry
          products.  The  Company is  responsible  to supply FTP with  technical
          support and upgrades.

                                      F-10
<PAGE>
          Expanded Areas of Development

          Indoor Air Quality (IAQ)

               The Company has been exploring  opportunities  with the "at home"
          quality of living aspects of indoor air quality  ("IAQ").  The Company
          has formed a subsidiary,  Indoor Air Quality Services, Inc., to pursue
          the IAQ business.  The increased knowledge and concern with regards to
          indoor air toxins and irritants,  combined with the dramatic  increase
          in the  diagnosis  of  childhood  and adult  asthma and the  potential
          impact of these issues on general  family  health,  represent,  in the
          Company's opinion,  a vast area in need of address and solutions.  The
          increasing media  attention,  as well as hard and soft data related to
          in-home  complaints  and  associations  with  IAQ  problems,  make the
          opportunity  to  develop a  consumer  friendly/informative  home-based
          solution extremely attractive to the Company.

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

               In September 2003, the Company signed a letter of intent ("Letter
          of Intent")  with a company that holds a license to exploit an organic
          compound that renders mold harmless  (the  "Product").  On February 3,
          2004,  the  Company  entered  into  a  Participation   Agreement  with
          Environmental  Commercial Technology Corp. (ECT). ECT has been granted
          the rights to market a product  which is a compound  intended  for the
          remediation  and  prevention  of the  growth of mold and  fungus.  The
          Company received the right to receive 5% of the gross revenue from the
          sale of the product for a 5 and 1/2 year term. In return,  the Company
          provided development capital of $600,000 in cash of which $400,000 was
          paid at closing  the balance is payable in two equal  installments  in
          March and August 2004. The Company will provide consulting services in
          connection with the marketing and sales of the product.  As additional
          consideration,  the Company also  granted ETC and its parent  company,
          Bioneutral  Laboratories  Corporation USA, a total of 2,300,000 shares
          of common  stock and  warrants to purchase up to  2,300,000  shares of
          common stock.

          Community Builder Template and Online Employment/Job Listing

               The Company has decided that its primary  focus will be on family
          well being and home safety which includes its family software products
          and the area of indoor air quality,  specifically,  mold.  The Company
          will not be offering  its hosting  business or the  community  builder
          templates any longer as these  business areas do not appear to provide
          viable revenue at this time.

                                      F-11
<PAGE>
NOTE 2 -  SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES:

          (a)  Basis of Presentation:

               The  accompanying  financial  statements  have been  prepared  in
          accordance with accounting principles generally accepted in the United
          States of  America.  The  Company  in  August  2003  incorporated  its
          wholly-owned subsidiary,  Indoor Air Quality Services, Inc., which has
          had  no  activity   through   December  31,  2003.  The   accompanying
          consolidated  financial  statements  as at  and  for  the  year  ended
          December  31,  2002   includes  the  accounts  of  the  Company.   All
          intercompany  transactions  have been eliminated in consolidation  and
          its wholly-owned subsidiary.  The accompanying financial statements as
          at and for the year ended  December  31, 2003  include the accounts of
          the Company and its wholly-owned subsidiary.

          (b)  Revenue Recognition:

               Through  December 31, 2003, the Company did not have  significant
          revenues  and is in the  development  stage.  The  Company  recognizes
          revenues in accordance with accounting  principles  generally accepted
          in the United States of America. Income from contracts for advertising
          income,  web site services and solutions  will be earned on a pro-rata
          basis throughout the life of the related  contract.  Deferred revenues
          at December 31, 2003 were $120.  Royalty  income will be recognized in
          the same period as the  underlying  licensees'  sales are  reported as
          income. Revenues in the form of sales and commissions from the on-line
          sale of products, if any, will be recognized at the date of shipment.

          (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)  Concentration of Credit Risk:

               Financial  instruments that potentially  subject the Company to a
          significant concentration of credit risk consists of cash. The Company
          places its cash with high credit quality financial  institutions which
          at times maybe in excess of the FDIC insurance limit.

          (e)  Depreciation and Amortization:

               Depreciation  of  property  and  equipment  is  provided  by  the
          straight-line  method over the  estimated  useful lives of the related
          assets ranging from five to seven years.  Significant improvements are
          capitalized;  maintenance  and  repairs  are  charged to income.  When
          assets are  retired or  otherwise  disposed  of, the cost and  related
          accumulated  depreciation  are  eliminated  from the  accounts and the
          resulting gain or loss, if any, is reflected in income.

               Costs  associated  with the  development  of software that is not
          intended for sale are  capitalized.  Costs incurred in the securing of
          financing  and  for  promotional   incentives  are  also  capitalized.
          Amortization  of  software   development  costs,   finance  costs  and
          promotional  incentives are provided by the straight-line method, over
          estimated useful lives of three years, sixty days and eighteen months,
          respectively.

                                      F-12
<PAGE>
          (f)  Earnings Per Share:

               The Company adopted Statement of Financial  Accounting  Standards
          No. 128,  "Earnings Per Share".  Basic  earnings per share is based 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
          as it is anti-dilutive.

          (g)  Stock Based Compensation:

               The Company  elected to use the intrinsic value method to account
          for future  options  granted to  employees  for the purchase of common
          stock as per Accounting Principles Board Opinion No.25 "Accounting for
          Stock Issued to  Employees".  The Company will  disclose the pro forma
          effect of accounting  for stock options under the fair value method as
          prescribed in SFAS No. 123, "Accounting for Stock-Based Compensation".
          For  transactions  in which goods and services  are the  consideration
          received for the issuance of common stock, the accounting shall be the
          fair  value  of the  common  stock  issued  or the  fair  value of the
          consideration  received  whichever is more reliably  measurable at the
          date the options are issued.  The Company has chosen not to adopt SFAS
          148  "Accounting   for  Stock-Based   Compensation  -  Transition  and
          Disclosure"  which was issued in December 2002. This statement  amends
          SFAS No.  123,  to provide  alternative  methods of  transition  for a
          voluntary change to the fair value based method.

          (h)  Software Research and Development Costs:

               Research and development costs are expensed as incurred. 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.  The Company
          intends  to  release  its   products   as  soon  as   possible   after
          technological  feasibility has been  established.  As a result,  costs
          subsequent  to  achieving  technological  feasibility  should  not  be
          significant  and all  software  development  costs  will be  expensed.
          Commencing in April 2002, the Company incurred  software  research and
          development  costs  of  $204,342  which  were  charged  to  operations
          ($154,609 in 2003 and $49,715 in 2002) in connection  with the initial
          development phase of two products.

          (i)  Advertising Costs.

               The Company expenses ordinary  advertising and promotion costs as
          incurred.  The Company  incurred no  advertising  and promotion  costs
          prior to January 1, 2001. Advertising and promotion costs were $20,325
          and  $43,754  for  the  year  ended   December   31,  2003  and  2002,
          respectively.

               The   Company   amortized   promotional   incentives   under   an
          eighteen-month  advertising agreement with Lifetyme, Inc. Amortization
          costs charged to operations under the agreement was for the year ended
          December 31, 2002 was $41,550.  These promotional incentives have been
          fully  amortized  because  management  determined  they have no future
          benefit to the Company.


                                      F-13
<PAGE>
          (j)  Recently Issued Accounting Pronouncements:

               In December 2002, the FASB issued SFAS No. 148,  "ACCOUNTING  FOR
          STOCK-BASED  COMPENSATION - TRANSITION AND DISCLOSURE." This statement
          amends SFAS 123, "ACCOUNTING FOR STOCK-BASED COMPENSATION", to provide
          alternative  methods  of  transition  for an entity  that  voluntarily
          changes to the fair value based method of accounting  for  stock-based
          employee  compensation.  The  Company  has  elected  not to adopt  the
          provisions  of SFAS No. 148.  However,  the Company  will  provide all
          newly required disclosures under SFAS No. 123

               In December 2003 the FASB issued  Interpretation No. 46 (Revised)
          "CONSOLIDATION OF VARIABLE INTEREST ENTITIES".  This interpretation of
          Accounting   Research   Bulletin  No.  51,   "CONSOLIDATED   FINANCIAL
          STATEMENTS",  describes  the  circumstances  under  which  a  variable
          special purpose entity is to be consolidated with entities that do not
          have the  characteristics  of a  controlling  interest  in the special
          purpose entity.

               In April  2003,  the FASB  issued  SFAS No. 149 which  amends and
          clarifies  SFAS No. 133,  Accounting for  Derivative  Instruments  and
          Hedging Activities.

               In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
          Instruments with  Characteristics of Both Liabilities and Equity. This
          statement  establishes  standards for how an issuer classifies certain
          financial  instruments  with  characteristics  of both liabilities and
          equity.

               Management believes the adoption of these pronouncements will not
          have a material impact on the Company.

NOTE 3 -  PROPERTY AND EQUIPMENT.

               Property and equipment consist of the following:

                                                           December 31,
                                                      ----------------------
                                                        2003           2002
                                                      -------        -------

                 Computers                            $29,290        $29,290
                 Furniture and fixtures                   803            803
                                                      -------        -------
                                                       30,093         30,093
                 Less:  Accumulated depreciation       12,831          6,859
                                                      -------        -------
                                                      $17,262        $23,234
                                                      =======        =======

               Depreciation expense charged to operations were $5,972 and $4,178
          for the years ended December 31, 2003 and 2002, respectively.


                                      F-14
<PAGE>
NOTE 4 -  INTANGIBLE ASSETS.

               In connection with the December 31, 2001 private placement of the
          Company's  notes,  the  placement  agent has received a fee of $27,500
          through  December  31, 2001 and an  additional  fee of $25,000 for the
          year ended  December 31, 2002.  The fee was charged to  operations  as
          additional interest over the 60-day term of the notes. Amortization of
          these fees  charged to  operations  was $625 and $36,875 for the years
          ended December 31, 2003 and 2002, respectively.

               In  accordance  with the American  Institute of Certified  Public
          Accountants  Statement of Position No. 98-1,  "ACCOUNTING FOR THE COST
          OF COMPUTER  SOFTWARE  DEVELOPED OR ATTAINED  FOR  INTERNAL  USE," the
          Company,  since  inception,  capitalized  costs of  $247,477  of which
          $33,625 and $59,830  were  capitalized  in 2003 and 2002.  These costs
          consisting of amounts paid to independent  consultants  related to the
          implementation  and enhancement of its propriety  related database and
          interactive operating software.  The Company is amortizing these costs
          over their  estimated  useful lives of the three  years.  Amortization
          charged to  operations  during the years ended  December  31, 2003 and
          2002 was  $59,000  and  $54,886,  respectively.  In August  2003,  the
          Company agreed to purchase  certain  software from the entity that had
          been licensed the software to the Company. The purchase has not closed
          at December 31, 2003.  The Company has  reflected  the cash portion of
          the  purchase  price it will pay in  software  and  will  commence  to
          amortize the software upon closing.  The total  purchase price is cash
          of $25,000  and  options to acquire  750,000  shares of the  Company's
          common stock, See Note 12.

               In November 2001 the Company  capitalized  $44,500 in promotional
          incentives  upon  a  vendor   exercising   stock  purchase  rights  in
          accordance with provisions contained in an advertising agreement which
          expired in April 2003. The Company had been  amortizing the costs over
          the agreement period of eighteen  months.  At December 31, 2002, these
          promotional  incentives had been fully amortized ($41,550 for the year
          ended  December 31, 2002) because  management  determined  they had no
          future benefit to the Company.

NOTE 5 -  NOTES PAYABLE - BANK.

               The Company has a $50,000  revolving  line of credit with a bank.
          Interest on borrowings is charged at 2.25% above the bank's prevailing
          prime rate  which was 6.25% and 6.5% at  December  31,  2003 and 2002,
          respectively.  The weighted  average interest rate for fiscal 2003 and
          2002 was 6.25% and 6.5%, respectively.  Interest expense of $2,684 and
          $3,085 was charged to  operations  in 2003 and 2002.  At December  31,
          2003 and 2002, $14,450 and $39,450 of the line has been utilized.  The
          debt is  guaranteed  by the  current  CEO/CFO  of the  Company  and is
          collateralized  by  marketable  securities  which he owns which have a
          fair market value of approximately $36,000 and $33,000 at December 31,
          2003 and 2002.
                                      F-15
<PAGE>
NOTE 6 -  NOTES PAYABLE - OTHER.

          (a)  During December 2001, the Company  initiated a private  placement
               offering  to raise  capital in order to fund the  creation of its
               web site.  The  offering  consisted  of  thirteen  $25,000  notes
               bearing interest at 10% per annum payable in sixty (60) days from
               issuance.  If the  notes  were not  repaid  in full on their  due
               dates,  then each note  holder has the right to  purchase  10,000
               shares of the  Company's  common stock at $.01 per share and then
               5,000 shares at the end of each additional thirty (30) day period
               the notes remain  outstanding.  The variance between the purchase
               right's  exercise  price  per  share  and the  fair  value of the
               securities  acquired  will be charged to operations as additional
               interest.  Additionally,  the placement  agent was to be paid ten
               (10%) percent of the proceeds of the offering, plus out-of-pocket
               expenses.  Amortization of deferred financing costs is charged to
               operations over the sixty (60) day term of the notes.

          (b)  At December  31,  2001,  the Company had sold nine notes,  one of
               which was to its former CFO. In January and  February  2002,  the
               remaining  four  notes  were sold at par  value.  The notes  were
               repaid with accrued  interest in July 2003. A placement agent fee
               of $25,000 was paid in December  31, 2002 and is reflected on the
               accompanying  balance sheet as deferred  financing costs.  During
               the year ended  December 31,  2003,  an  additional  compensatory
               element interest charged to operations for the excess of the fair
               value of the note holders  purchase  rights  received  over their
               exercise price was $45,200. The fair value of the purchase rights
               was  determined  by  management  at $.09 per share  which was the
               ascribed   fair   value  of  the   purchase   rights   using  the
               Black-Scholes  Option Pricing Model for  determining  fair value.
               During  the  year  ended   December  31,  2003,   an   additional
               compensatory  interest  element  for  purchase  rights to acquire
               345,000 common shares was charged to operations for the excess of
               the fair value of the note holders' purchase rights received over
               their exercise price of $169,050.  The fair value of the purchase
               rights was  determined  by  management to be $.49 per share which
               was the difference  between the $.50 per unit price the Company's
               securities  were  being  offered  to the  public  at the  date of
               issuance  of the  purchase  rights  and the $.01 per  share  note
               holders' purchase price.

               During  the year  ended  December  31,  2002,  the note  holders'
               exercised  rights to acquire an aggregate  310,000  common shares
               for $3,100  including  the  Company's  former  CFO who  exercised
               rights to acquire 55,000 common shares for $550.  During the year
               ended  December 31, 2003,  the note holders  exercised  rights to
               acquire 815,000 common shares in the aggregate for $8,150.  These
               notes and the accrued interest were repaid in 2003.

          (c)  Included in the caption  "NOTES PAYABLE - OTHER" are 10% interest
               bearing bridge loans in the amount of (1) $75,000
               received  during May 2002, (2) $50,000  received in July 2002 and
               (3)  $25,000  received  in  October  2002.  The notes were due in
               September 2002, November 2002 and January 2003, respectively.  As
               the notes were not paid on their due  dates,  the  interest  rate
               increased to 20%. The notes were repaid with accrued  interest in
               July 2003.
                                      F-16
<PAGE>
NOTE 7 -  LOAN PAYABLE - EQUIPMENT.

               Equipment loan payable is comprised of the following:


                                                            December 31,
                                                         -------------------
                                                           2003        2002
           Obligation under equipment financed           -------     -------
            payable in installments of $495 including
            13% interest through March 2005              $7,613      $11,872
           Less:  Current portion                         5,206        4,672
                                                         -------     -------

                                                         $2,407      $ 7,200
                                                         =======     =======

NOTE 8 -  DUE TO STOCKHOLDERS.

               At December  31, 2003 and 2002,  the Company was  indebted to the
          CEO/CFO of the Company in the amount of $115,188 and its  President in
          the amount of $14,820 for cash working  capital  advances  made to the
          Company.  During the year ended  December 31,  2003,  the CEO/CFO made
          additional  loans to the  Company  in the  amount  of  $15,000.  These
          advances are non-interest  bearing. The officers of the Company do not
          expect  repayment of these advances prior to the Company's  attainment
          of sufficient  cash flows to sustain its  operations for eighteen (18)
          months.

               On December  30,2003,  management  agreed to issue a non employee
          director options to acquire 750,000 restricted shares of the Company's
          common  stock  for  business  and  marketing  advice  rendered  by the
          director in the last  quarter of 2003.  The fair value of the services
          rendered as determined by both the director and management is the fair
          market value of the options to be issued,  as  determined by utilizing
          the  Black-Scholes  option pricing model,  based upon the then selling
          price of restricted  shares through the Company's  private  placement,
          $0.25 per  share.  Such fair  value of  $187,500  has been  charged to
          operations   in  2003  with  a   corresponding   increase  in  due  to
          stockholders.  Upon the  issuance of the  options,  the  liability  to
          stockholders  will be  reduced  by  $187,500  and  additional  paid-in
          capital will be increased by $187,500.

NOTE 9 -  ACCOUNTS PAYABLE AND ACCRUED EXPENSES.

               Accounts  payable and accrued  expenses  consist of the following
          at:
                                                        December 31,
                                                    ---------------------
                                                     2003           2002
                                                    -------       --------
            Professional fees                       $20,548       $224,795
            License costs                            15,000         50,000
            Interest on notes payable                   127         43,774
            Consultants                              25,000         43,170
            Sundry operating expenses                 4,532         54,280
                                                    -------       --------
                                                    $65,207       $416,019


                                      F-17
<PAGE>
NOTE 10 - INCOME TAXES.

               The  Company  does not have any  currently  payable  or  deferred
          federal or local tax benefit since its inception to December 31, 2003.
          At  December  31,  2003,   the  Company  had  a  net  operating   loss
          carryforward  available to reduce future taxable  income  amounting to
          $1,588,000 of which $131,000 expires in 2021, $557,000 expires in 2022
          and $900,000 expires in 2023. Management is unable to determine if the
          utilization  of the future tax  benefit is more  likely  than not and,
          accordingly,   the  asset  for  federal  and  local  carryforwards  of
          approximately  $624,000 has been fully reserved.  A reconciliation  of
          the actual tax provision to the expected statutory rate is as follows:

                                             For the Year Ended December 31,
                                          ------------------------------------
                                             2003                    2002
                                          ------------------------------------
   Loss before income taxes             ($1,068,433)          ($594,672)
                                         ===========           =========

   Expected statutory tax benefits        ($363,300) -34.0%   ($202,200) -34.0%
   Nondeductible expense, amortization       77,500    7.3%      12,900    2.0%
   Net operating loss valuation reserve     285,800   26.7%     189,300   32.0%
                                          ----------           ---------  -----
   Total tax benefit                      $    -       0.0%   $    -       0.0%
                                          ==========  ====     =========   ====
NOTE 11 - COMMON STOCK.

               On September 5, 2001,  the founding  shareholders  subscribed for
          6,660,000 common shares for an aggregate of $6,450.  The subscriptions
          were paid in  January,  February  and July 2002 and are  reflected  as
          stock  subscriptions  receivable  in the  financial  statements  as at
          December 31, 2001.

               On September 5, 2001, the shareholders of SH  Networks.com,  Inc.
          (SHN) and the Company  agreed to merge SHN into the  Company.  The SHN
          shareholders  received  6,616,910 shares of the Company's common stock
          in exchange for all of the  outstanding  capital  stock of SHN. At the
          date of the merger, SHN's liabilities exceeded its assets by $131,461.
          Simultaneously  with the merger,  certain creditors agreed to exchange
          $104,075 in debts for 1,123,090  shares of the Company's  common stock
          ($.09 per share).

               September  5, 2001,  counsel  for the  Company  accepted  100,000
          shares of the Company's  common stock as partial  payment for services
          rendered.  The fair value of the  services  rendered and the shares at
          date of issuance was $9,000 ($.09 per share).

               On November 26, 2001, the individual  assignees of an advertising
          agreement  exercised the purchase right  contained in the agreement to
          acquire  500,000  shares of the Company's  common stock for $500.  The
          fair value for the  securities  issued was $45,000 ($.09 per share) on
          the  date of  issuance,  which  was the  ascribed  fair  value  of the
          purchase  rights  using the  Black-Scholes  Option  Pricing  Model for
          determining fair value.

               Commencing in February  2002 through  December  2002,  seven note
          holders  exercised their purchase  rights and acquired  310,000 common
          shares for  $3,100 in cash.  During  fiscal  2003,  nine note  holders
          exercised  their purchase  rights for 815,000 common shares for $8,150
          in cash.

               In  December  2003,  management  agreed  to issue  to a  director
          options to acquire 750,000  restricted  shares of the Company's common
          stock as payment for services rendered by the director. The fair value
          of option for the services rendered of $187,500,  as determined by the
          Black-Scholes  option pricing model, was charged to operations in 2003
          with  a  corresponding  increase  in  due to  stockholders.  Upon  the
          issuance of the options, the liability to stockholders will be reduced
          by $187,500  and  additional  paid-in  capital  will be  increased  by
          $187,500.
                                      F-18
<PAGE>
           Initial Sale of the Company's Securities to the Public:

               The Company  entered into a agreement  with a placement  agent to
          offer for sale to the public on a best  efforts  basis up to 8,000,000
          units (each  consisting of one share of common  stock,  one warrant to
          purchase  one share of common stock at a price of $.75 per share and a
          warrant  to  purchase  one  common  share at $1.75) at $0.50 per unit,
          which became  effective on January 22, 2003. The placement agent is to
          receive  10% of the gross  proceeds  from the  offering  plus  certain
          warrants and  reimbursements  of expenses of 3% of the gross  proceeds
          and  certain  placement  agent  warrants.   The  Company  granted  the
          placement agent and his designee warrants which expire on December 31,
          2007,  to  purchase  up to  247,000  units at $.985  per unit for five
          years.  Upon the  exercise of a warrant by the  placement  agent,  the
          placement agent shall receive a share of the Company's common stock, a
          Class A  redeemable  warrant  to  purchase  one share of common  stock
          exercisable  at $.985 per share for five years and Class B  redeemable
          warrant to purchase one share of the  Company's  common stock for five
          years at $2.285.  Management  and the  placement  agent  consider  the
          placement agent warrants to be additional compensation for the agent's
          services in the offering.  If these warrants are exercised in whole or
          in part,  any excess of the fair value of the  securities  issued over
          the  warrant  exercise  price  will be  reflected  as cost of  raising
          capital  and not a charge  to  operations  and,  accordingly,  will be
          charged to additional paid in capital.  The offering which  originally
          terminated on June 30, 2003 was extended to July 31, 2003. The Company
          sold  2,474,000  units for  $843,068  in cash,  net of  placement  and
          deferred registration costs.

          Private Placement of The Company's Securities:

               Effective September 8, 2003, the Company commenced a best efforts
          private  offering  of up to  4,000,000  shares  of its  common  stock,
          $0.0001 par value at $0.25 per share. The per share offering price was
          established by the Company because of the  restrictions on transfer of
          the shares and the fact that prospective investors will be required to
          purchase a substantial  number of shares  (20,000 for $5,000) in order
          to  participate.  In November  2003,  the offering was increased up to
          6,000,000  shares at the same  purchase  price and  provided  that the
          Company  may use one or more  placement  agents to assist in the sale.
          This  offering has been  extended  through  February  29,  2004.  Each
          placement  agent earns a commission  of 10% of the proceeds of all the
          shares placed by the placement agent and  non-accountable  expenses of
          2% of the proceeds of all the shares placed by the placement agent. In
          addition to the placement agent's cash  compensation,  the Company has
          agreed to give the placement  agent warrants to purchase up to 600,000
          shares of common  stock at a  purchase  price of $.30 per share  which
          will be  exercisable  for a period of 5 years,  which  means  that the
          placement agent will receive a warrant to purchase one share of common
          stock  for  every  10  shares  sold by the  placement  agent.  Through
          December 31, 2003,  2,798,000 were  purchased by accredited  investors
          for $699,500 and through  February 3, 2004, 33  individuals  purchased
          3,468,000  shares for  $867,000.  At December 31, 2003,  the placement
          agent was owed $1,700 and was entitled to receive  warrants to acquire
          34,000 common shares at $0.30 each.

          Stock Option Plan:

               On December 15, 2003,  the  Company's  stockholders  ratified the
          SearchHelp,   Inc.  2004  Stock  Option  Plan  ("Plan")  which  became
          effective  January 1, 2004.  Under the Plan,  1,500,000  shares of the
          Company's   common  stock  are  reserved  for  issuance  to  employees
          (including  officers),  directors  and  consultants  upon  exercise of
          options,  stock awards, and stock purchase rights. Options intended to
          qualify as incentive stock options ("ISO") under Section 422(b) of the
          Internal  Revenue Code of 1986 are to be granted to employees  only at
          an exercise  price not less than 100% of the fair market  value of the
          Company's  common stock at date of grant except for employees  holding
          more than 10% of the  Company's  common stock whose option price shall
          be 110% of fair market value at date of grant.  Options,  stock awards
          and purchase  rights not intended to qualify as ISOs may be granted to
          employees,  officers,  directors and  consultants to the Company.  The
          minimum  exercise price of  non-qualified  ISOs shall be not less than
          the  minimum   legal   consideration   required   under  the  laws  of
          jurisdiction  where the  Company was  organized.  The number of shares
          granted,  terms of exercise, and expiration dates are to be decided at
          the date of grant of each  option,  award  and  purchase  right by the
          Company's  Compensation  Committee  of the  Board  of  Directors.  The
          maximum  term of an ISO is five  (5)  years  and ten  (10)  years  for
          non-qualifying  ISO.  The Plan  commenced  on January 1, 2004 and will
          terminate on December 31, 2014 unless  sooner  terminated by the Board
          of Directors
                                      F-19
<PAGE>
NOTE 12 - COMMITMENTS AND CONTINGENCIES.

          (a)  Stock Purchase Rights:

               Certain notes payable include a default penalty that entitles the
          holder to purchase (i) 10,000 shares of the Company's common stock for
          $.01 per share if the note is not repaid on its  original due date and
          (ii) 5,000 shares of the Company's common stock for $.01 per share for
          each thirty day period the note  remains  unpaid past its original due
          date. Each note holder  receives these purchase  rights  regardless of
          whether the  individual  note holder  agrees to extend the due date of
          the note.  Through December 31, 2002, the note holders received rights
          to acquire 780,000 common shares at $.01 each. The difference  between
          the fair value of the common  stock  underlying  the  purchase  rights
          ($.09 per share,  which was the  ascribed  fair value of the  purchase
          rights using the  Black-Scholes  Option Pricing Model for  determining
          fair value) and the excerise price of $.01 is charged to operations as
          additional  interest  on the  date the  purchase  rights  are  issued.
          Through  December  31,  2002,  the note  holders  exercised  rights to
          acquire  310,000  common  shares.  During the year ended  December 31,
          2003, the note holders received  additional  rights to acquire 345,000
          common shares at $.01 each. The difference  between the fair values of
          the common stock  underlying the purchase rights ($.49 per share which
          was  determined by management as the  difference  between the $.50 per
          unit price the common  stock was then being  offered to the public and
          the $.01 par share note holders purchase price). During the year ended
          December  31,  2003,  the note holders  exercised  purchase  rights to
          acquire  815,000  common  shares.  At December 31,  2003,  no purchase
          rights to acquire common shares were outstanding.

          (b)  License and Distribution Agreement.

               In June 2002, the Company entered into a 5 year license agreement
          to  be  the  exclusive  licensee  through  December  31,  2003  and  a
          non-exclusive  licensee thereafter to manufacture,  package,  promote,
          advertise,  market  and sell a  software  package  designed  to assist
          parents to monitor their  child's  on-line  behavior.  The Company was
          required  to pay the  licensor  an initial  license fee of $50,000 and
          thereafter a royalty of $4 for each product sold. At December 31, 2002
          the  unamortized  portion of the deferred  license fee was $44,167 and
          the licensor was owed  $50,000  which is included in accounts  payable
          and accrued  expenses at December 31, 2002.  Through  August 15, 2003,
          the Company paid the licensor $25,000.


                                      F-20
<PAGE>
               Effective  August 15, 2003, the parties  terminated the agreement
          by entering into a software purchase and services agreement. Under the
          terms of this agreement the Company is not required to pay the balance
          owed of $25,000  under the license  agreement.  The Company  under new
          agreement will acquire the software and all related documents which it
          had licensed in the June 2002  agreement.  The purchase  price for the
          software  is $50,000 in cash of which  $10,000 was paid at the signing
          of the agreement,  the Company was given a $25,000 credit for the cash
          paid under the old  license  agreement  and the  balance of $15,000 is
          payable at the  closing  date.  The  closing  date was  scheduled  for
          October 15, 2003 but has been extended indefinitely because the seller
          has  been  unable  to  transfer  all of the  deliverable  items in the
          agreement to the Company.  Management and the seller  anticipate  that
          all of the items will be  delivered in late March or early April 2004.
          On the date of the  closing,  the  seller is  entitled  to  additional
          compensation  for the  software  in the form of two  options  to buy a
          total of 750,000 shares of the Company's common stock.

               The exercise  price of the options will be  determined  to be the
          average of the Company's trading prices for the thirty (30) day period
          immediately  preceding the closing.  One option for 250,000  shares is
          exercisable  only if the Company sells 3,000,000 units of the software
          in the five (5) year period  immediately  following  the closing.  The
          other option for 500,000 shares is exercisable for any time up to five
          (5) years after the closing.

               At August  15,  2003,  the  unamortized  portion  of the  license
          agreement  less the  $25,000  which  was not  required  to be paid was
          charged  to  operations.  Amortization  and the write off  aggregating
          $19,167 were charged to operations in 2003.

               The  agreement  also  requires  the  seller  to  perform  certain
          consulting services for the Company for $8,000 per month commencing in
          October 2003 through  April 2004.  The  consulting  services  include,
          among other items,  assistance  in hiring,  training and  overseeing a
          technical support team for the Company.

          (c)  Lease:

               The Company is obligated under an operating lease for its office,
          which expires on December 1, 2004 at an annual rent of $12,960.

                                      F-21
<PAGE>
NOTE 12 - COMMITMENTS AND CONTINGENCIES. (Continued)

          (d)  Internet Advertising Agreement.

               The Company entered into an Internet  Advertising  Agreement with
          Lifetyme,  Inc., a development stage company. The original term of the
          agreement  was for 18 months  with the  Company  having  the option to
          extend the agreement for an additional 18 months.  At the inception of
          the agreement,  the Company granted Lifetyme, Inc. a right to purchase
          500,000 shares of the Company's common stock for $500 cash. This right
          was assigned to certain  shareholders of Lifetyme,  Inc. who exercised
          the right.  At the time of the exercise of the common  stock  purchase
          right the deemed fair value of the Company's common stock was $.09 per
          share,  which was the ascribed fair value of the purchase rights using
          the  Black-Scholes  Option  Pricing Model for  determining  fair value
          (which was for  services  rendered  to the  Company).  The  difference
          between the $500 price paid by  Lifetyme,  Inc.  upon  exercise of the
          purchase  right and the intrinsic  fair value of the Company's  common
          stock ($.09) of $44,500 was classified in the financial  statements as
          deferred promotional  incentives and was being amortized over the life
          of the  advertising  agreement.  Through  August 2002,  no benefit had
          arisen from the contract with Lifetyme and  management  determined its
          value was fully  impaired  because it did not  appear  that any income
          would arise from the contract  prior to its  expiration.  Accordingly,
          the unamortized portion of the contract of $21,773 was written off and
          charged to  operations in September  2002.  As of August 6, 2003,  the
          Company has notified  Lifetyme,  Inc. that it will not be extending or
          renewing the contract.

          (e)  Employment Agreements:

               On  January  1,  2004,  William  Bozsnyak  entered  into a 3-year
          employment   agreement  with  the  Company  terminating  the  previous
          agreement.   Mr.  Bozsnyak  is  the  Chief  Executive  Officer,  Chief
          Financial Officer, Treasurer, Vice President and Chairman of the Board
          of Directors.  The agreement provides for a base salary of $80,000 and
          a minimum  annual  increase  in base  salary of 5% if  approved by the
          Board of  Directors.  His salary  shall be  increased  to $150,000 per
          annum upon the  Company's  successful  completion  of future  sales of
          stock with total gross proceeds of at least $2,400,000.

               On  December  8,  2003,  Debbie  Seaman  entered  into  a  3-year
          employment   agreement  with  the  Company  terminating  the  previous
          agreement.  Ms. Seaman is the President and  Secretary.  The agreement
          provides for a base salary of $70,000 and a minimum annual increase in
          base salary of 5% if approved  by the Board of  Directors.  Her salary
          shall be increased to $140,000 per annum upon the Company's successful
          completion  of future  sales of stock with total gross  proceeds of at
          least $2,400,000.  During the year ended December 31, 2003, Ms. Seaman
          received $26,246 in compensation.

               Both  of  these  employment   agreements  will  be  automatically
          extended each year unless notice is received by either the employee or
          the Company.  Both Mr. Bozsnyak and Ms. Seaman will receive  incentive
          bonuses to be  determined  prior to the  commencement  of each year if
          they  satisfy  the  criteria  for such  bonuses as  determined  by the
          Company's compensation committee. Both Ms Seaman and Mr. Bozsnyak will
          be  granted  options to  purchase  up to  $200,000  worth of shares of
          common stock at a price equal to the midpoint  between the bid and ask
          price of a share of  common  stock on the date of the  grant  from the
          Company's stock option plan.
                                      F-22
<PAGE>
NOTE 13 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED):

               The  Company's  quarterly  financial  data,  for the years  ended
          December 31, 2003 and 2002 follows below.
<TABLE>
<CAPTION>
                                     1st             2nd            3rd            4th
                                   Quarter         Quarter        Quarter        Quarter
                                 ----------      ----------     ----------     ----------
            December 31, 2003:
            ------------------
<S>                              <C>             <C>            <C>            <C>
            Net loss             ($245,800)      ($234,461)     ($107,280)     ($480,892)
                                 ==========      ==========     ==========     ==========

            Loss per share         ($.02)          ($.01)         ($.01)         ($.02)
                                 ==========      ==========     ==========     ==========
            Shares used in
              computation        15,684,811      16,356,032     18,261,760     19,722,913
                                 ==========      ==========     ==========     ==========

            December 31, 2002:
            ------------------
            Net loss             ($268,106)      ($ 34,498)     ($165,054)     ($127,014)
                                 ==========      ==========     ==========     ==========

            Loss per share         ($.02)           $ -           ($.01)         ($.01)
                                 ==========      ==========     ==========     ==========
            Shares used in
              computation        15,008,111      15,003,186     15,111,800     15,162,008
                                 ==========      ==========     ==========     ==========
</TABLE>
NOTE 14 - SUBSEQUENT EVENT.

               On February 3, 2004,  the Company  entered  into a  Participation
          Agreement with Environmental  Commercial Technology Corp. ("ECT"). ECT
          has been granted the rights to market a product,  an organic  compound
          ("product"),  intended  for the  prevention  of the growth of mold and
          fungus.  The  Company  received  the right to  receive 5% of the gross
          revenue from the sale of the product.  In return, the Company provided
          development  capital of $600,000 and will provide consulting  services
          in connection  with the marketing and sales of the product for a 5 and
          1/2 year term. As additional  consideration,  the Company also granted
          ETC and its parent company, Bioneutral Laboratories Corporation USA, a
          total of 2,300,000  shares of common stock and warrants to purchase up
          to 2,300,000 shares of common stock.


               The fair value paid for the  participation  agreement  aggregated
          $1,950,000 of which  $600,000 was in cash and the balance was the fair
          value of the  securities  issued.  The fair value of the common shares
          issued  of  $575,000  was  determined  by  the  selling  price  of the
          Company's unregistered restricted common stock on the transaction date
          of  $0.25  per  share.  The  fair  value  of the  warrants  using  the
          Black-Scholes  pricing  method with a 6% risk-free  interest  rate and
          200%  volatility  is $575,000. The estimated registration  costs to be
          borne  by the  Company  are  $200,000.  The  Company  is  required  to
          effectuate  and  pay  the  costs  of  a  registration  statement  with
          Securities  and  Exchange  Commission  for the  shares  issued and the
          shares  underlying  the  warrants  issued  to ECT  and its  parent  by
          September 1, 2004.  If the Company is not  successful  in  registering
          these  securities  by that date,  the  agreement  allows  the  warrant
          exercise  price to be  reduced  in  stages  from  $0.33  per  share at
          September  1,  2004 to a low of  $0.01  at  January  1,  2006.  If the
          registration  statement is not effective by January 1, 2005,  both ECT
          and its parent may  cancel the  agreement  and within ten (10) days of
          such termination, return to the Company (i) the cash of $600,000, less
          any revenue  sharing  payments made to the Company,  (ii) the warrants
          and (iii) half of the common  shares issued and to the extent that the
          shares are not then in ECT or its parent  company's  possession,  they
          must pay fifteen  cents  ($0.15) for each such share that is no longer
          in their possession. F-23
<PAGE>
ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE.

None

ITEM 8A.  CONTROLS AND PROCEDURES

      The Company's Chief Executive Officer/Chief Financial Officer is primarily
responsible for the accuracy of the financial  information  that is presented in
this Quarterly  Report on Form 10-KSB.  He has,  within the 90 days prior to the
date of this report,  carried out an evaluation,  under the supervision and with
the participation of the Company's management,  including William Bozsnyak,  the
Company's  Chief  Executive  Officer  and  Chief  Financial   Officer,   of  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures. Based upon that evaluation,  William Bozsnyak concluded that the
Company's  disclosure  controls and procedures are effective in timely  alerting
them to material  information relating to the Company required to be included in
the Company's periodic SEC filings.

      Pursuant to the Company's evaluation, there were no significant changes in
the Company's  internal  controls or in other  factors that could  significantly
affect these controls subsequent to the date of their evaluation.

      The Company's internal controls and procedures also have been, and will in
the future continue to be, reviewed by the Company's independent  accountants in
connection with their audit work. In addition,  the Company's  Audit  Committee,
which is composed entirely of outside directors, meets regularly with management
and the independent accountants to review the Company's accounting, auditing and
financial matters. The Audit Committee and the independent accountants have free
access to each other, with or without management being present.

THERE WERE NO  SIGNIFICANT  CHANGES IN COMPANY'S  INTERNAL  CONTROLS OR IN OTHER
FACTORS THAT COULD SIGNIFICANTLY AFFECT INTERNAL CONTROLS SUBSEQUENT TO THE DATE
OF THE CEO/CFO MOST RECENT EVALUATION.

                                       39
<PAGE>
                                     PART II


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS

      The Company has a  four-member  board of directors.  Each  director  holds
office until the next annual  stockholders  meeting or until a successor is duly
elected  or  appointed.  The  biographies  of the  members  of the board and the
Company's executive officers appear below.

   Name                 Age      Position
   ----                 ---      --------

   William Bozsnyak     43       Chairman of the Board, Chief Executive Officer,
                                 Chief Financial Officer, Vice President and
                                 Treasurer

   Debbie Seaman        46       Director, President and Secretary

   Joel San Antonio     51       Director

   Joseph Carrizzo      46       Director


      William  Bozsnyak  has  been a  Director,  the  Chief  Executive  Officer,
Treasurer and Chairman of the Board of the Company since the Company's inception
in January  2001 and has been the Chief  Financial  Officer  and Vice  President
since  September  2002.  Mr.  Bozsnyak was the  President  of the company  until
September 2002. In 1982, he joined the investment firm of J.P. Morgan Securities
Inc.  where he became a vice president in the  Institutional  Fixed Income Sales
Department. In 1993, Mr. Bozsnyak left Morgan to join UBS Securities Inc. (Union
Bank of  Switzerland).  He served as a vice  president  within the Global  Fixed
Income Department,  where he was relationship manager and sold U.S. fixed income
securities to major  institutional  U.S.  firms.  In 1998, Mr. Bozsnyak left the
financial  services  business  to create a local  portal  that  focused on small
businesses  whose  needs were not being met on a  national  level.  This  portal
ultimately became the company.  Mr. Bozsnyak graduated in 1982 from the New York
Institute of  Technology  with a B.S.  degree in Business  Administration  and a
minor in Finance.

      Debbie  Seaman has been a Director and the  Secretary of the company since
the  company's  inception  in  January  2001 and has been  the  President  since
September 2002. Ms. Seaman was the Vice President of the company until September
2002. Ms. Seaman has over 20 years of professional experience in both profit and
nonprofit industries and has worked for numerous nonprofit organizations such as
the National Multiple Sclerosis Society,  Nassau/Suffolk Law Services, NYS Youth
Bureaus,  Surrogate's Court and North Shore Child & Family Guidance Center.  Ms.
Seaman's  responsibilities  included department  administration,  policy/program
development,  community project organizing,  public speaking,  grant writing and
clinical practice.  Ms. Seaman has been a self-employed  independent  consultant
since 1987. As a business  consultant,  Ms. Seaman has worked as a strategist to
increase the value of a company as a whole,  while also helping  management  and
staff in fostering improved performance and cooperation. She was a personal life
coach and business strategist for small and medium sized companies in industries
such as  construction,  law,  marketing,  publishing,  politics and travel.  Ms.
Seaman  received her Masters  degree in Social Work from  Virginia  Commonwealth

                                       40
<PAGE>
University in 1981. In 2000,  Ms. Seaman was awarded the  Outstanding  Community
Leadership  Award from the  National  Multiple  Sclerosis  Society,  Long Island
Chapter.

      Joel San Antonio has been a Director of SearchHelp  since  September  2001
and serves on the Company's Audit Committee and Compensation Committee.  Mr. San
Antonio  began his career as  co-founder  of a business in the  women's  fashion
industry.  In 1983, Mr. San Antonio and his partner exited the fashion  industry
and  founded  Warrantech  Corporation,  a third party  administrator  of service
contracts and extended warranty  programs.  The company went public in 1984 and,
in September 1997, was recognized by Fortune Magazine as one of the "100 Fastest
Growing  Companies in America." Today, Mr. San Antonio serves as Chairman of the
Board and Chief  Executive  Officer of  Warrantech  Corporation  and each of its
operating subsidiaries. In addition, he was a founder of Corniche Group, Inc., a
provider of insurance  products and services,  and served as a director from May
1998 through  September  1999.  Since  December  1999,  Mr. San Antonio has also
served as the Chairman of the Board of MedStrong  International  Corporation,  a
public  company  that  transports  medical  records over the  Internet.  Mr. San
Antonio is a member of the  Southwestern  Connecticut Area Commerce and Industry
Association  and the Young  Presidents'  Organization,  Inc. A recipient of many
industry  awards,   he  was  a  national   finalist  in  Ernst  &  Young's  1998
"Entrepreneur  of the  Year"  program.  He is  also  involved  in a  variety  of
philanthropic  and  charitable  activities  and is a member of the  Metropolitan
Museum of Art and the Stamford Theater for the Performing Arts.

      Joseph Carrizzo has been a Director of SearchHelp since September 2001 and
serves on the Company's Audit Committee and Compensation Committee. Mr. Carrizzo
began his career with Lehman  Brothers in 1983.  While  working there for twelve
years in the corporate bond  department,  he became Lehman's senior level medium
term note trader.  In 1995, he left Lehman to become an independent  distributor
of  personal  care and  anti-aging  products.  His  business  now  includes  the
distribution of technology and telecom services and on-line products.

ITEM  10.  EXECUTIVE COMPENSATIONS

                                               Long-term Compensation Awards
                     Annual Compensation       Securities Underlying Options ($)
                     ---------------------     ---------------------------------
Name                 Salary($)    Bonus($)
                     ----------   --------
William Bozsnyak     $80,000(3)     (1)                 $200,000(2)
Debbie Seaman        $70,000        (1)                  200,000(2)
Joseph Carrizzo      $0             $0                  $187,500(4)

(1)   An incentive  bonus to be determined  prior to  commencement  of each year
determined by the Compensation Committee.
(2)   Stock  option to  purchase up to $200,000  worth of the  company's  common
stock which are to be granted from the Company's  stock option plan, if and when
it is established,  at the exercise price equal to the midpoint  between the bid
and ask price of the company's common stock on the date of grant.
(3)   Mr. Bozsnyak is currently not taking his salary, any unpaid amount will be
accrued.

                                       41
<PAGE>
(4)   In  December  2003,  Mr.  Carrizzo  agreed to accept an option to purchase
750,000  shares of the Company's  common stock,  at a purchase price of $.25 per
share, for business and marketing  services  rendered to us by him. The value of
the services  rendered as determined by both management and Mr. Carrizzo and the
fair value of the option granted,  as determined using the Black-Scholes  option
pricing method, was $187,500.

Employment Agreements:
----------------------

      In January 2004,  the Company and William  Bozsnyak  entered into a 3-year
employment  agreement.  The employment  agreement  provides for a base salary of
$80,000 with a minimal  annual 5% increase.  Mr.  Bozsnyak  will also receive an
incentive  bonus  to be  determined  prior to  commencement  of each  year.  The
company's  compensation committee will determine the criteria for Mr. Bozsnyak's
bonus.  Mr. Bozsnyak will be granted options to purchase up to $200,000 worth of
shares of common  stock under a company  stock  option  plan,  if and when it is
established,  at a price equal to the midpoint  between the bid and ask price of
the Company's common stock on the date of the grant.

      In December  2003,  the Company and Debbie  Seaman  entered  into a 3-year
employment  agreement.  The employment  agreement  provides for a base salary of
$70,000  with a minimal  annual 5%  increase.  Ms.  Seaman will also  receive an
incentive  bonus  to be  determined  prior to  commencement  of each  year.  The
company's  compensation  committee will determine the criteria for Ms.  Seaman's
bonus.  Ms. Seaman will be granted  options to purchase up to $200,000  worth of
shares of common  stock under a company  stock  option  plan,  if and when it is
established,  at a price equal to the midpoint  between the bid and ask price of
the Company's common stock on the date of the grant.

      Each employment agreement will be automatically  extended each year unless
notice is received by either employee or us.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

      The  following  table sets forth certain  information  with respect to the
beneficial ownership of the Company's common stock as of March 8, 2004 by:

*   Each person (or group of affiliated  persons) who is known by the Company to
    beneficially own 5% or more of the Company's common stock
*   Each director of the Company
*   Each of the named executive officers of the Company
*   All directors and executive officers of the Company as a group
*   Beneficial  ownership  is  determined  in  accordance  with the rules of the
    Securities and Exchange  Commission and includes voting and investment power
    with respect to shares. Unless otherwise indicated, the persons named in the
    table  have sole  voting and sole  investment  control  with  respect to all
    shares beneficially owned.

                                       42
<PAGE>
      The number and percentage of shares beneficially owned after this offering
are based on the 25,909,000  shares of common stock issued and outstanding as of
March 8, 2004.

                                                    Shares Beneficially Owned
                                                --------------------------------
Name and Address of Beneficial Owner                 Number             Percent
------------------------------------            --------------      ------------

William Bozsnyak (1)                                 3,477,685            13.4%
Debbie Seaman (2)                                    3,139,225            12.1%
Joel San Antonio (3)                                 5,500,000            21.2%
Joseph Carrizzo (4)                                    250,000             1.0%
Bioneutral Laboratories (5)                          1,725,000             6.7%
All  current  directors  and  executive officers    12,366,910            47.7%
of SearchHelp as a group (4 persons)

(1) Mr.  Bozsnyak's  address  is c/o  SearchHelp,  Inc.,  1055  Stewart  Avenue,
    Bethpage, NY 11714.
(2) Ms. Seaman's address is c/o SearchHelp, Inc., 1055 Stewart Avenue, Bethpage,
    NY 11714.
(3) Mr. San Antonio's address is c/o Warrantech Corporation, 350 Bedford Street,
    Stamford, CT 06901.
(4) Mr. Carrizzo's address is 35 Marie Drive,  Huntington,  New York 11743. Does
    not include option to acquire  750,000 common  shares  that expire March 12,
    2009.
(5) Bioneutral  Laboratories  Corp  USA's  address  is c/o  Reed &  Smith  , 599
    Lexington  Avenue,  New York,  New York 10022.  Does not include  warrant to
    acquire an additional 1,725,000 common shares that expire on June 30, 2010.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      During the year ended December 31, 2003, the Chief Executive Officer/Chief
Financial Officer/Vice  President/Treasurer  made loans in the amount of $15,000
to the Company.

      At  December  31, 2003 the  Company  was  indebted to the Chief  Executive
Officer/ Chief Financial  Officer/Vice  President/Treasurer of the Company for a
total  amount of  $130,188  and its  President  and  Secretary  in the amount of
$14,820 for cash working  capital  advances made to the Company.  These advances
are non-interest  bearing. Both of the officers do not expect repayment of these
advances until the Company has sufficient  cash flows to sustain  operations for
eighteen (18) months.

      On December 30, 2003  management  agreed to issue to a member of the Board
of Directors  of the Company,  Joseph  Carrizzo,  an option to purchase  750,000
restricted  shares of the  Company's  common stock for  business  and  marketing
advice  rendered  by him to the  Company in the last  quarter of 2003.  The fair
value of the  services  rendered  as  determined  by both Mr.  Carrizzo  and the
Company is the fair market value of the option to be issued.  Such fair value of
$187,500 has been charged to operations in 2003 with corresponding  increase due
to stockholders at December 31, 2003. Upon issuance of the option, the liability
to  stockholders  will be reduced by $187,500 and an additional  paid-in capital
will be increased by $187,500.

                                       43
<PAGE>
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit No.       Description of Exhibit
--------------------------------------------------------------------------------
3(i)              Articles of Incorporation of the Company  (incorporated herein
                  by  reference  to the  Company's  Form  SB-2  filed  with  the
                  Securities and Exchange Commission (File No. 33-97687)).

3(ii)             By-laws of the Company  (incorporated  herein by  reference to
                  the Company's Form SB-2 filed with the Securities and Exchange
                  Commission (File No. 33-97687)).

4.1               Specimen Common Stock Certificate of the Company (incorporated
                  herein by reference to the Company's  Form SB-2 filed with the
                  Securities and Exchange Commission (File No. 33-97687)).

4.2               Specimen   Class  A  Warrant   Certificate   of  the   Company
                  (incorporated  herein by reference to the Company's  Form SB-2
                  filed with the  Securities and Exchange  Commission  (File No.
                  33-97687)).

4.3               Specimen   Class  B  Warrant   Certificate   of  the   Company
                  (incorporated  herein by reference to the Company's  Form SB-2
                  filed with the  Securities and Exchange  Commission  (File No.
                  33-97687)).

10.1              Agreement  of Lease,  dated  December  1,  2000,  between  the
                  Company and Briarcliffe Foundation,  Inc. (incorporated herein
                  by  reference  to the  Company's  Form  SB-2  filed  with  the
                  Securities and Exchange Commission (File No. 33-97687)).

10.2              Extension of Agreement of Lease, dated March 18, 2002, between
                  the Company and  Briarcliffe  Foundation,  Inc.  (incorporated
                  herein by reference to the Company's  Form SB-2 filed with the
                  Securities and Exchange Commission (File No. 33-97687)).

10.3              Form  Lock-Up  Agreement  between the  Company and  non-public
                  Stockholders   (incorporated   herein  by   reference  to  the
                  Company's  Form SB-2 filed with the  Securities  and  Exchange
                  Commission (File No. 33-97687)).

10.4              Warrant Agreement, dated January 22, 2003, between the Company
                  and American  Stock  Transfer and Trust Company  (incorporated
                  herein by reference to the Company's  Form SB-2 filed with the
                  Securities and Exchange Commission (File No. 33-97687)).

10.6              Placement Agent Registration  Rights Agreement,  dated January
                  22,  2003,  between the Company and Robert M. Cohen & Co, Inc.

                                       44
<PAGE>
                  (incorporated  herein by reference to the Company's  Form SB-2
                  filed with the  Securities and Exchange  Commission  (File No.
                  33-97687)).

10.7              Form  of  Placement  Agent  Warrant  (incorporated  herein  by
                  reference to the Company's Form SB-2 filed with the Securities
                  and Exchange Commission (File No. 33-97687)).

10.8              Company 2004 Stock Plan, dated January 1, 2004.

10.9              Participation  Agreement,  dated February 3, 2004, between the
                  Company and Environmental Commercial Technology Corp.

10.10             Letter Agreement,  dated February 3, 2004, between the Company
                  and Bioneutral Laboratories Corporation USA.

10.11             Letter Agreement,  dated February 3, 2004, between the Company
                  and Bioneutral Laboratories Corporation (Worldwide) Limited.

10.12             Warrant to purchase  575,000  shares of the  Company's  common
                  stock  granted  from the Company to  Environmental  Commercial
                  Technology Corp.

10.13             Warrant to purchase  1,725,000  shares of the Company's common
                  stock  granted  from the  Company to  Bioneutral  Laboratories
                  Corporation USA.

10.14             Amended and Restated  Employment  Agreement,  dated  December,
                  2003, between the Company and Debbie Seaman.

10.15             Amended and Restated  Employment  Agreement,  dated January 1,
                  2004, between the Company and William Bozsnyak.

10.16             Placement  Agent  Agreement,  dated  November 7, 2003,  by and
                  between the Company and S.G. Martin Securities LLC.

10.17             Registration Rights Agreement,  dated November 7, 2003, by and
                  between the Company and S.G. Martin Securities LLC.

10.18             Software  Purchase and Service  Agreement,  dated as of August
                  15, 2003, by and between the Company and Edocusign, Inc.

10.19             Software  License  Agreement,  dated August 29,  2003,  by and
                  between the Company and Family Trusted Products, LLC.

10.20             Form Lock-up Extension for Board of Directors.

10.21             Schedule  10.21  identifying   lock-up   extensions  that  are
                  substantially   similar  to  Exhibit  10.20  in  all  material
                  respects  except as to the  parties  thereto and the amount of
                  shares of common stock of the Company that are locked up.

10.22             Form  Lock-up  Extension  for the  Founding  Shareholders  and
                  Previous Noteholders.

                                       45
<PAGE>
10.23             Schedule  10.23  identifying   lock-up   extensions  that  are
                  substantially   similar  to  Exhibit  10.22  in  all  material
                  respects  except as to the  parties  thereto and the amount of
                  shares of common stock of the Company that are locked up.

10.24             Code of Ethics of the Company.

31.1              Certification  of Chief Financial  Officer and Chief Executive
                  Officer Pursuant to 18 U.S.C. Section 1350.

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.


(b)  Reports on Form 8-K. NONE.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees:                Year ended December 31, 2002       $95,031

                           Year ended December 31, 2003       $25,000.

Audit Related Fees:        Year ended December 31, 2002             0


                                       46
<PAGE>
EXHIBIT INDEX
-------------


------------------- -------------------------------------------------- ---------
Exhibit Number                    Description                            Page
------------------- -------------------------------------------------- ---------
    10.8            Company 2004 Stock Plan, dated January 1, 2004.      49
------------------- -------------------------------------------------- ---------
    10.9            Participation Agreement, dated February 3, 2004,
                    between the Company and Environmental Commercial
                    Technology Corp.                                     58
------------------- -------------------------------------------------- ---------
   10.10            Letter   Agreement,   dated  February  3,  2004,
                    between the Company and Bioneutral  Laboratories
                    Corporation USA.                                     76
------------------- -------------------------------------------------- ---------
   10.11            Letter   Agreement,   dated  February  3,  2004,
                    between the Company and Bioneutral  Laboratories
                    Corporation (Worldwide) Limited.                     84
------------------- -------------------------------------------------- ---------
   10.12            Warrant  to  purchase   575,000  shares  of  the
                    Company's  common stock granted from the Company
                    to Environmental Commercial Technology Corp.         85
------------------- -------------------------------------------------- ---------
   10.13            Warrant  to  purchase  1,725,000  shares  of the
                    Company's  common stock granted from the Company
                    to Bioneutral Laboratories Corporation USA.          95
------------------- -------------------------------------------------- ---------
   10.14            Amended and Restated Employment Agreement, dated
                    December,  2003,  between the Company and Debbie
                    Seaman.                                              105
------------------- -------------------------------------------------- ---------
   10.15            Amended and Restated Employment Agreement, dated
                    January 1, 2004, between the Company and William
                    Bozsnyak.                                            114
------------------- -------------------------------------------------- ---------
   10.16            Placement  Agent  Agreement,  dated  November 7,
                    2003, by and between the Company and S.G. Martin
                    Securities LLC                                       123
------------------- -------------------------------------------------- ---------
   10.17            Registration Rights Agreement, dated November 7,
                    2003, by and between the Company and S.G. Martin
                    Securities LLC                                       130
------------------- -------------------------------------------------- ---------
   10.18            Software Purchase and Service  Agreement,  dated
                    as of  August  15,  2003,  by  and  between  the
                    Company and Edocusign, Inc.                          141
------------------- -------------------------------------------------- ---------
   10.19            Software  License  Agreement,  dated  August 29,
                    2003,  by and  between  the  Company  and Family
                    Trusted Products, LLC                                156
------------------- -------------------------------------------------- ---------
   10.20            Form of Lock-up Extensions for the Directors         172
------------------- -------------------------------------------------- ---------
   10.21            Schedule 10.21  identifying  lock-up  extensions
                    that are substantially  similar to Exhibit 10.22
                    in  all  material  respects  except  as  to  the
                    parties  thereto  and the  amount  of  shares of
                    common stock of the Company that are locked-up       174
------------------- -------------------------------------------------- ---------
   10.22            Form   Lock-up   Extension   for  the   Founding
                    Shareholders and Previous Noteholders                175
------------------- -------------------------------------------------- ---------
   10.23            Schedule 10.23  identifying  lock-up  extensions
                    that are substantially  similar to Exhibit 10.22
                    in  all  material  respects  except  as  to  the
                    parties  thereto  and the  amount  of  shares of
                    common stock of the Company that are locked up       177
------------------- -------------------------------------------------- ---------
   10.24            Code of Ethics of the Company                        178
------------------- -------------------------------------------------- ---------
    31.1            Certification  of Chief  Financial  Officer  and
                    Chief  Executive  Officer  Pursuant to 18 U.S.C.
                    Section 1350                                         187
------------------- -------------------------------------------------- ---------
    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                                          189
------------------- -------------------------------------------------- ---------

                                       47
<PAGE>
                                   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 Financial Officer
        (Chief Executive Officer, Vice President and Treasurer)



Date: March 15, 2004
--------------------------------------------------------------

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/ DEBBIE SEAMAN              Director                       March  15, 2004
-----------------
    Debbie Seaman
                               President and Secretary


/s/ JOEL SAN ANTONIO           Director                       March 15, 2004
--------------------
    Joel San Antonio



/s/ JOSEPH CARRIZZO            Director                       March 15, 2004
-------------------
    Joseph Carrizzo



                                       48