SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-KSB-A
                                 Amendment No. 1

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

                     For the fiscal year ended: December 31, 2004

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

                  For the transition period from _____________ to _____________
                  Commission file number 333-97687

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

<TABLE>
<S>                                                                             <C>
Delaware                                                                        11-3621755
--------                                                                        ----------
(State or other jurisdiction of incorporation or organization)                  (I.R.S. Employer
                                                                                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

                                                                                Name of each exchange on which
Title of each class                                                             registered
_______________________________________                                         _______________________________
_______________________________________                                         _______________________________
                                                                                _______________________________
                                                                                _______________________________
</TABLE>

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 for its fiscal year ended December 31, 2004: $666

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 $.28 of such common equity as of April 11, 2005 is $3,857,544.

The outstanding number of shares of common stock, par value $.0001 per share, of
the issuer as of April 11, 2005 was 28,485,033.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

Traditional Small Business Disclosure Format (check one): Yes |X|; No |_|

This Amendment No. 1 on Form 10-KSB/A includes restated audited consolidated
financial statements for the fiscal year ended December 31, 2004, which
supersede the Company's previously issued audited consolidated financial
statements for such fiscal year. This Amendment No. 1 also includes related
changes to the disclosures in "Management's Discussion and Analysis or Plan of
Operation." See Note 1 (C) to the accompanying audited financial statements.
Except as otherwise specifically noted, all information contained herein is as
of December 31, 2004 and does not reflect any events or changes that have
occurred subsequent to that date. For the convenience of readers, this Amendment
No. 1 restates in its entirety the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2004.


                                       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......11
      Item 7.  Financial Statements...........................................18
      Item 8.  Changes In and Disagreements With Auditors on
               Accounting and Financial Disclosure............................45
      Item 8A  Controls and Procedures........................................45

PART II

      Item 9.  Directors, Executive Officers, Promoters and Control Persons;
               Compliance With Section 16(a) of the Exchange Act..............46
      Item 10. Executive Compensation.........................................50
      Item 11. Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters.....................53
      Item 12. Certain Relationships and Related Transactions.................54
      Item 13. Exhibits and Reports on Form 8-K...............................54
      Item 14. Principal Accountant Fees and Services.........................56


                                       3
<PAGE>

Item 1. Description of Business

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

      The Company's new business plan is directing its efforts on investigating
opportunities that will improve family safety and well being. The Company is
currently focusing on two specific areas, family software through its
subsidiary, FamilySafe, Inc. ("FamilySafe"), and digital identification and
security issues in both the public and private sectors, through its subsidiary,
Digital I.D. Systems, Inc.

FamilySafe

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

      In order to market and sell the Sentry products, the Company had entered
into an exclusive manufacturing, marketing and distribution agreement with
Family Trusted Products, LLC ("FTP"), a company dedicated to creating
technology-based products that reinforce the importance of safety for children.
FTP's digital I.D. products have the support of the National Center for Missing
& Exploited Children (NCMEC). The Company felt that an association with a
company like FTP, which was affiliated with NCMEC, would significantly reduce
marketing expenses and fast track the products to market. The Company spent the
latter half of April 2004 and May 2004 making additional changes to the Sentry
products for FTP, at its request. Both Sentry products are complete and have
been ready to be manufactured since June 1, 2004. However, marketing has not
commenced, and therefore, no products were sold and no sales were generated by
FTP. The Company has been negotiating a mutual termination with FTP since
November 1, 2004. The Company began distributing the products under its own
control in December 2004 through the Internet. The Company plans to market the
products more through retail channels and less through the Internet during 2005.
The Company plans to accomplish this by contacting retail distributors, whose
sole purpose is selling to their retail accounts. The Company demonstrated its
products at the Consumer Electronic Show in January of 2005. It was at this show
that the Company made contact with many retail distributors.


                                       4
<PAGE>

      The Company has had one programmer working on the Sentry Remote project
and he has earned an annual salary of $48,000. Sentry Remote was completed in
April 2004. Upon completion of this project the Company granted the programmer
an option to purchase 100,000 shares of the Company's common stock at a purchase
price of $.47 per share.

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

      Marketing

      The Company began selling its Sentry products in December of 2004 over the
internet. The Company created literature and marketing materials for media kits.
The Company changed the branding for both products to the Company's look and
feel, redid the backend support and built the necessary infrastructure to handle
the purchasing of the software online. In September 2004, the Company hired an
interim marketing consultant for two months, for $6,000, to assist with the
marketing materials and media kit.

      All marketing materials were finalized and completed during the first week
of November 2004. The Company is using the media kits for retail, corporate,
reseller and community outreach programs. The Company has also provided
marketing materials to one of the Company's directors who has electronic stores
as existing customers. The Company hopes that these established contacts will
bring future sales and revenue to the Company.

      To date, the Company's initial outreach efforts have resulted in two local
television appearances and one print article in a major newspaper. On August 18,
2004 the Company's President and Chief Technical Officer were on News 12 Long
Island, a local television channel for a back-to-school story where Sentry
Remote was featured and News 12 also included Sentry Remote on its `Wednesdays
on the Web' program, which was shown on Long Island, Connecticut and New Jersey.
On October 9, 2004, The Miami Herald wrote an article, which was called, `New
High-Tech Devices Keep Tabs On Children' and featured Sentry Remote in its
story. In December of 2004, Anton News published a quarter page Sentry software
advertisement in its 18 local Long Island papers for two consecutive weeks. In
January 2005, the Company attended the Consumer Electronics Show, ("CES") in Las
Vegas. The products were in the opinion of the Company's management very well
received by manufactures, buyers, retailers, distributors and consumers. while
these events did not bring about revenue, they have introduced the Company to
distributors needed to market the Company's software products. The Sentry
software has started to receive some media exposure. Management of the Company
hopes that the contacts made at CES will bring future sales and revenue to the
Company.


                                       5
<PAGE>

      The Company will also seek to market the products focusing on grassroots
initiatives, community outreach, resellers and other media outreach initiatives.
Recently, the Company formed a partnership with AmeriCares, a nonprofit disaster
relief organization. The Company will contribute $5.00 to AmeriCares from each
software product that is purchased over the Internet. The Company plans to seek
other nonprofit relationships.

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

      The Company wrote an advertisement about the software that was placed in
18 local weekly papers on Long Island in December of 2004 for two consecutive
weeks. The advertisement was submitted to other local papers and additional
lists of news outlets were created, such as community and national papers,
newsletters, magazines, etc.

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

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

      Competition

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

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


                                       6
<PAGE>

Indoor Air

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

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

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

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

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


                                       7
<PAGE>

      Marketing

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

      Competition

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

RESEARCH AND DEVELOPMENT COSTS

            The Company began to release its products in the fourth quarter of
2004 after technological feasibility was established. 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 $285,524, which was charged
to operations ($81,200 in 2004, $154,609 in 2003 and $49,715 in 2002) in
connection with the initial development phase of two products. In October 2004,
management made the decision to outsource all future required testing to
Paradigm InfoTech, a company in India. Since testing will be an ongoing process,
it can be achieved at a more reasonable rate by outsourcing, compared to having
the testing conducted in-house. All new programming must be tested, even if it
is only a small component of a larger existing element of the software. The
slightest change made to the software's source code must be tested before being
released to the public. Testing for the Sentry products will continue in three
areas. First, upgrades and enhancements are done on a continual basis to prolong
the lifecycle of the products and as new enhancements and upgrades are
completed, each item must be tested for potential bugs. Testing is also
performed to make certain that each new component does not adversely affect the
existing software. Finally, as with all software, the testing must assure
compatibility with all third party software and new hardware platforms.

EMPLOYEES

As of April 11, 2005, the Company had 5 full time employees and 1 part-time
employee.

Item 2. Description of Property

      The Company leases an executive office at 1055 Stewart Avenue, Suite 12,
Bethpage, New York 11714. The lease was renewed for an additional year on
December 1, 2004 and is guaranteed by the Company's president. The rent is
$1,107 per month ($13,280 per year). There was an annual increase of $320 from
the 2004 lease. The Company has a security deposit with its landlord of $2,155.

Item 3. Legal Proceedings

      None

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

      None


                                       8
<PAGE>

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 Warrants ("SHLPZ") are thinly traded.

      As of April 11, 2005, the Company had outstanding 28,485,033 shares of its
Common Stock, par value $.0001 per share, 2,474,000 Class A Warrants and
2,474,000 Class B Warrants and a placement agent warrant to purchase 247,400
units comprised of one share of common stock, one Class A warrant and one Class
B warrant and another placement agent a warrant to purchase 172,800 shares of
the Company's Common Stock at a purchase price of $.30 per share

      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.

      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 on November 1, 2004, the Company issued an option to the
Chief Financial Officer and the Chief Technical Officer to purchase 50,000
shares each of the Company's common stock at a purchase price of $.25 per share.

      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, for the year ended December 31, 2004. For the period
commencing January 1, 2004 and ending on December 31, 2004, 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

<TABLE>
<CAPTION>
              Quarter Ended     Quarter Ended       Quarter Ended        Quarter Ended
             March 31, 2004     June 30, 2004     September 30, 2004   December 31, 2004
<S>                <C>                <C>                <C>                 <C>
High               $.90               $.95               $. 70               $. 40
Low                $.40               $.41               $. 17               $. 17
</TABLE>

Price Range of Class A Warrants

<TABLE>
<CAPTION>
              Quarter Ended     Quarter Ended       Quarter Ended        Quarter Ended
             March 31, 2004     June 30, 2004     September 30, 2004   December 31, 2004
<S>                <C>                <C>                <C>                 <C>
High               $.18               $.21               $. 16               $. 13
Low                $.12               $.09               $. 11               $. 11
</TABLE>

Price Range of Class B Warrants

<TABLE>
<CAPTION>
              Quarter Ended     Quarter Ended       Quarter Ended        Quarter Ended
             March 31, 2004     June 30, 2004     September 30, 2004   December 31, 2004
<S>                <C>                <C>                <C>                 <C>
High               $.11               $.11               $. 06               $. 05
Low                $.05               $.07               $. 05               $. 03
</TABLE>


                                       9
<PAGE>

Holders

      As of April 11, 2005, there were approximately 299 holders of record of
the Company's common stock, approximately 26 holders of record of the Company's
Class A Warrants and approximately 49 holders of record of the Company's Class B
Warrants.

Dividends

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

<TABLE>
<CAPTION>
                                Number of securities to be      Weighted-average exercise   Number of securities
                                issued upon exercise of         price of outstanding        remaining available for
                                outstanding options,            options, warrants and       future issuance under equity
                                warrants and rights             rights                      compensation plans
<S>                                      <C>                          <C>                        <C>
Equity compensation plans                1,500,000                    $    0.44                  824,410
approved by security holders

Equity compensation plans not                    0                            0                        0
approved by security holders

           Total                         1,500,000                    $    0.44                  824,410
</TABLE>


                                       10
<PAGE>

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.
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 secure necessary capital in order to
continue to operate, (b) the Company's ability to complete and sell its products
and services, (c) the Company's ability to achieve levels of sales sufficient to
cover operating expenses, (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, (f) 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 and (h) the Company's ability to effect necessary
changes to its contractual relationships.

      This Amendment No. 1 on Form 10-KSB/A includes restated audited
consolidated financial statements for the fiscal year ended December 31, 2004,
which supersede the Company's previously issued audited consolidated financial
statements for such fiscal year. This Amendment No. 1 also includes related
changes to the disclosures in "Management's Discussion and Analysis or Plan of
Operation." See Note 1 (C) to the accompanying audited financial statements.
Except as otherwise specifically noted, all information contained herein is as
of December 31, 2004 and does not reflect any events or changes that have
occurred subsequent to that date. For the convenience of readers, this Amendment
No. 1 restates in its entirety the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2004.

Liquidity and Capital Resources

      The Company's liquidity and capital needs relate primarily to working
capital and other general corporate requirements. To date, the Company has
funded its operations 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. For the year ended December 31, 2004, the
Company raised additional cash proceeds of $1,117,000 through a private
placement of its shares of common stock at a purchase price of $.25 per share.
As of April 11, 2005, the Company's cash for operations was approximately
$7,500. The Company has enough cash for operations until the end of April, 2005.
The Company will need an additional $1,200,000 to allow it to operate for the
next twelve months through April 2006, assuming no significant revenues, to pay
off its account payables and hire the marketing experts needed to sell its
software products. For the last four months, the Company's CEO has been
providing the capital necessary to continue operating through non-interest
bearing loans to the Company. The Company is therefore in immediate need for
additional capital. If Company is unable to raise the necessary capital, it will
be unable to continue operating


                                       11
<PAGE>

      Since inception, the Company has not received any significant cash flow
from operations. As of December 31, 2003, the Company had cash and cash
equivalents of $271,800 and a working capital deficiency of $145,556. At
December 31, 2004, the Company had cash and cash equivalents of $2,459 and a
working capital deficiency of $554,918. Based on the lack of revenue and the
Company's current expense levels, management estimates that the Company has
enough capital resources to fund its operations only until mid to late April
2005. If the Company does not generate substantial revenues from the sales of
its products in an amount necessary to meet its cash needs, the Company would
need additional financing to continue to operate past the end of April 2005. 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 from inception through December 31,
2004 was $1,862,964 and for the year ended December 31, 2004 and 2003 was
$514,610 and $1,159,736 respectively.

      Net cash used in investing activities for the year ended December 31, 2004
and 2003 was $797,400 and $33,625, respectively, and since inception through
December 31, 2004 net cash used in investing activities was $1,105,681. 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 $2,971,104 from inception
through December 31, 2004 of which $1,042,669 and $1,464,149 was generated in
the years ended December 31, 2004 and 2003, respectively. 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.

      The Company used a large portion of the funds it raised since its
inception for the extensive independent testing and development of the Company's
Sentry at Home software, formerly known as "Spike". The Company paid
approximately $200,000 to an independent consultant Sahba Samet and his company,
Edocusign, Inc. ("Edocusign"), to develop this product over a two year period.
The Company also granted Edocusign, an option to purchase 750,000 shares of the
Company's common stock at a purchase price of $0.62 per share. Edocusign
finished a beta version of the product in August 2003. In September 2003, the
Company hired E2TechLabs, LLC to conduct an independent test of both Sentry
products. After a month of testing, E2TechLabs opined that the products'
infrastructure needed additional work to meet the security standards set by the
Company. E2TechLabs gave Edocusign a list of changes to make. E2TechLabs
continued to test the products as the changes were made. These changes, plus the
additional testing, took six months to implement.

      From September 2003 through the end of March 2004, the testing costs
totaled $195,000, approximately $150,000 over budget. The cost overruns occurred
because the Company set strict security parameters so children would not be able
to bypass or override the Sentry software without their parent's knowledge. Most
of the software in the marketplace of filtering out inappropriate content have
these security holes. However, the Company wanted to release a product that did
not accept these security holes as commonplace. In total, the Company had
unexpected cost overruns of approximately $198,000.

      The other area in which the Company has used a large part of its raised
capital is in its Indoor Air Quality division. The Company has spent $500,000 in
cash plus its common shares and warrants to acquire its common shares to
purchase a royalty interest from Environmental Commercial Technology, Inc.
("ECT"), a company that was granted the rights to market a compound for mold
remediation which apparently has the ability to kill and prevent the growth of
mold and fungus in an environmentally safe manner.


                                       12
<PAGE>

      Since the Company does not have sufficient cash to operate, the Company's
Chief Financial Officer and Chief Technical Officer have agreed not to take
their salaries from November 1, 2004 until the Company has sufficient funds to
pay them. They have also agreed that their salaries will not accrue. Both the
Chief Financial Officer and Chief Technical Officer have each been granted an
option to purchase 50,000 shares of the Company's common stock at a purchase
price of $.25 per share. These options will fully vest in 90 days from the date
of grant and expire in 5 years. The Company's Chief Executive Officer and
President are also not taking their salaries. Their unpaid salaries are being
accrued and at December 31, 2004, $59,998 and $27,640 was owed to the CEO and
President respectively. Commencing on October 1, 2004, Ms Seaman and Mr.
Bozsnyak both have waived all future salary under their contracts until such
time as the Company's cash flow can sustain such payments. The aggregate waived
salaries through December 31, 2004 of $37,500 was charged to operations with a
corresponding increase to additional paid-in capital.

The Company's Business and Plan of Operation

      The Company's business plan is directing its efforts on investigating
opportunities that will improve family safety and well being. The Company is
currently focusing on two specific areas, family software through its
subsidiary, FamilySafe, Inc. ("FamilySafe"), and digital identification and
security issues in both the public and private sectors, through its subsidiary,
Digital I.D. Systems, Inc.

Family Safe

      Generally

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

      In October 2004, the Company decided to outsource all future required
testing to Paradigm InfoTech, a company in India. Since testing will be an
ongoing process, it can be achieved at a more reasonable rate by outsourcing,
compared to having the testing conducted in-house. All new programming must be
tested, even if it is only a small component of a larger existing element of the
software. The slightest change made to the software's source code must be tested
before being released to the public. Testing for the Sentry products will
continue in three areas. First, upgrades and enhancements are done on a
continual basis to prolong the lifecycle of the products and as new enhancements
and upgrades are completed, each item must be tested for potential bugs. Testing
is also performed to make certain that each new component does not adversely
affect the existing software. Finally, as with all software, the testing must
assure compatibility with all third party software and new hardware platforms.


                                       13
<PAGE>

      In order to market and sell the Sentry products, the Company had entered
into an exclusive manufacturing, marketing and distribution agreement with
Family Trusted Products, LLC ("FTP"), a company dedicated to creating
technology-based products that reinforce the importance of safety for children.
FTP's digital I.D. products have the support of the National Center for Missing
& Exploited Children (NCMEC). The Company felt that an association with a
company like FTP, who was affiliated to NCMEC would significantly reduce
marketing expenses and fast track the products to market. The Company spent
April 2004 and May 2004 developing private labeling of the Sentry products for
FTP, at their request. Both Sentry products are complete and have been ready to
be manufactured since May 2004. However, marketing by FTP has not commenced, and
therefore, to date only a small number of products has been sold. The Company is
currently negotiating a mutual termination of the arrangement with FTP and has
begun to distribute the products under its own control. The Company plans to
have the Sentry products in the market by the second quarter of 2005.

      The Company has had one programmer working on the Sentry Remote project
and he has earned an annual salary of $48,000. Sentry Remote was completed in
April 2004. Upon completion of this project the Company granted the programmer
an option to purchase 100,000 shares of the Company's common stock at a purchase
price of $.47 per share.

      On April 1, 2004, when the development and testing of both products were
completed, the Company hired the owner of E2Techlabs to be the Company's Chief
Technical Officer and a programmer/tester from the E2Techlabs to be the
Company's in-house programmer and tester. Both of their responsibilities include
working with the developer to assist with enhancements and upgrades during the
life cycle of the products. Sentry At Home and Sentry Remote both received
enhancements and upgrades in the last six months. The testing required for these
upgrades and enhancements took approximately six weeks. The testing fees were
approximately $5,000.

Marketing

      The Company began to sell its Sentry products during the fourth quarter of
2004 on the Internet and intends to launch them in the retail sector in May
2005.

      The Company began sending out marketing materials to prospective sales
representatives across the United States, in January 2005. The Company plans a
multi-faceted approach that will include retail, corporate, reseller and
nonprofit organizations. The Company will also provide marketing materials to
one of the Company's Directors who has electronic stores as existing customers.

      To date, the Company's initial outreach efforts have resulted in two local
television appearances and one print article in a major newspaper. On August 18,
2004 the Company's President and Chief Technical Officer were on News 12 Long
Island, a local television channel for a back-to-school story where Sentry
Remote was featured and News 12 also included Sentry Remote on its `Wednesdays
on the Web' program which was shown on Long Island, NY, Connecticut and New
Jersey. On October 9, 2004, The Miami Herald wrote an article, which was called,
`New High-Tech Devices Keep Tabs On Children' and featured Sentry Remote in its
story. In December of 2004, Anton News published a quarter page Sentry software
advertisement in its 18 local Long Island, N.Y. newspapers for two consecutive
weeks. In January 2005, the Company attended the Computer Electronics Show,
("CES") in Las Vegas. The products were in management's opinion very well
received by manufactures, buyers, retailers, distributors and consumers. While
these events did not generate any revenue, the Sentry software products have now
started to receive some media exposure. The Company hopes that the contacts made
at CES will bring future sales and revenue to the Company.


                                       14
<PAGE>

      The Company will also seek to market the products focusing on grassroots
initiatives, community outreach, resellers and other media outreach initiatives.
Recently, the Company formed a partnership with AmeriCares, a nonprofit disaster
relief organization. The Company will contribute $5.00 to AmeriCares from each
software product that is purchased over the Internet. The Company plans to seek
other nonprofit relationships.

      The Company intends that grassroots initiatives will begin with Internet
outreach, whereby the Company will seek web sites for free links or mention of
the products, such as web sites for parenting, nonprofits, education, women and
technology.

      The Company is also seeking Value Added Resellers ("VARS") who are
resellers of software and hardware. To date the Company has signed up 5 VARS and
hopes to generate future sales from these relationships. The Company is
currently in contact with one of the largest resellers of child protection
software on the Internet. The Company will also consider utilizing a direct
market reseller initiative to schools, nonprofit organizations, other child
activity places of business such as a pediatrician's office, school
photographers and child organizations such as the Boy Scouts, Girls Scouts and
Boys and Girls Clubs of America. The Company will consider purchasing email and
physical address lists for each group. Fundraisers for schools and nonprofits
will be addressed as well. The schools and organizations will be contacted
through Parent Teacher Associations (PTA) and Parent Teacher Organization (PTO),
web sites, conventions and other mailings. The Company will also leverage its
personal relationships to contact various companies seeking corporate alliances.

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

Competition

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

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


                                       15
<PAGE>

Indoor Air

      Generally

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

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

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


                                       16
<PAGE>

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

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

      Marketing

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

      Competition

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


                                       17
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

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

                                    I N D E X

                                                                        Page No.
                                                                        --------

FINANCIAL STATEMENTS:

     Independent Auditors' Report                                             1

     Consolidated Balance Sheets as at December 31, 2004 and 2003            2-3

     Consolidated Statements of Operations
       For the Years Ended December 31, 2004 and 2003
         and Cumulative from January 29, 1999 (Inception)
           to December 31, 2004                                               4

     Consolidated Statement of Stockholders' Equity (Capital Deficiency)
       Cumulative from January 29, 1999 (Inception)
         to December 31, 2004                                                 5

     Consolidated Statements of Cash Flows
       For the Years Ended December 31, 2004 and 2003
         and Cumulative from January 29, 1999 (Inception)
           to December 31, 2004                                              6-8

     Notes to Financial Statements                                          9-27

<PAGE>

[LOGO] WEINICK
         SANDERS
           LEVENTHAL & CO., LLP                                    1375 BROADWAY
                                                      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 consolidated balance sheets of SearchHelp, Inc.
(A Development Stage Company) as at December 31, 2004) and 2003, and the related
consolidated statements of operations and cash flows for the years ended
December 31, 2004 and 2003 and cumulative from January 29, 1999 (inception) to
December 31, 2004 and stockholders' equity (capital deficiency) cumulative from
January 29, 1999 (inception) to December 31, 2004. 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 consolidated 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, 2004 and 2003 and the results of
their operations and their cash flows for the years ended December 31, 2004 and
2003 and cumulative from January 29, 1999 (inception) to December 31, 2004 in
conformity with accounting principles generally accepted in the United States.

The accompanying consolidated 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 is a development stage company and 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.

As discussed in Note 1(c), the Company has restated its financial statements as
at and for the year ended December 31, 2004.


                                        /s/ WEINICK SANDERS LEVENTHAL & CO., LLP

New York, New York
February 15, 2005 (Except for a portion of Note 1(c)
  as to which the date is August 18, 2005)

<PAGE>

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

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                  December 31,
                                                            -------------------------
                                                               2004           2003
                                                            ----------     ----------
                                                            (RESTATED)

<S>                                                         <C>            <C>
Current assets:
  Cash                                                      $    2,459     $  271,800
  Accounts receivable                                              951          1,237
  Prepaid insurance                                             18,519            598
  Prepaid consulting fees                                       17,764             --
                                                            ----------     ----------
        Total current assets                                    39,693        273,635
                                                            ----------     ----------
Property and equipment - at cost,
  less accumulated depreciation                                     --         17,262
                                                            ----------     ----------

Other assets:
  Software development costs, less accumulated
    amortization of $306,300 and $179,054, respectively        256,177         93,423
  Deferred license fee                                       1,950,000             --
  Security deposit                                               2,155          2,155
                                                            ----------     ----------
        Total other assets                                   2,208,332         95,578
                                                            ----------     ----------

        Total assets                                        $2,248,025     $  386,475
                                                            ==========     ==========
</TABLE>

                       See notes to financial statements.

                                       2
<PAGE>

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

                     CONSOLIDATED BALANCE SHEETS (Continued)

            LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)


<TABLE>
<CAPTION>
                                                                    December 31,
                                                            ----------------------------
                                                                2004             2003
                                                            -----------      -----------
                                                            (RESTATED)

<S>                                                         <C>              <C>
Current liabilities:
  Note payable - bank                                       $    49,450      $    14,450
  Current portion of long-term debt                              13,827            5,206
  Due to stockholders                                           236,641          332,508
  Due to placement agent                                             --            1,700
  Deferred revenues                                                 500              120
  Accounts payable and accrued expenses                         294,193           65,207
                                                            -----------      -----------
        Total current liabilities                               594,611          419,191
                                                            -----------      -----------

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

Commitments and contingencies                                        --               --

Stockholders' equity (capital deficiency):
  Common stock - $.0001 par value
    Authorized  - 100,000,000 shares
    Issued and outstanding -28,485,033 and
    21,397,000 shares, respectively                               2,849            2,140
  Additional paid-in capital                                  4,816,526        1,928,463
  Deficit accumulated in the development stage               (3,165,961)      (1,965,726)
                                                            -----------      -----------
        Total stockholders' equity (capital deficiency)       1,653,414          (35,123)
                                                            -----------      -----------

        Total liabilities and stockholders'
          equity (capital deficiency)                       $ 2,248,025      $   386,475
                                                            ===========      ===========
</TABLE>

                       See notes to financial statements.


                                       3
<PAGE>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                 Cumulative From
                                               For the Year      For the Year    January 29, 1999
                                                  Ended             Ended         (Inception) to
                                               December 31,      December 31,      December 31,
                                                  2004               2003              2004
                                               ------------      ------------      ------------
                                                (RESTATED)                          (RESTATED)

<S>                                            <C>               <C>               <C>
Revenues                                       $        666      $      4,556      $     21,316
                                               ------------      ------------      ------------
Operating expenses:
  Selling                                           161,084           295,918           520,141
  Web site costs                                     64,704            24,394           204,089
  Software development costs                         81,200           154,609           285,524
  General and administrative                        741,170           308,196         1,375,457
  Amortization and impairment of
    license costs and deferred
    promotional incentives                               --            19,167            63,667
  Depreciation and amortization                     128,703            64,972           326,421
                                               ------------      ------------      ------------
Total operating expenses                          1,176,861           867,256         2,775,299
                                               ------------      ------------      ------------

Loss from operations                             (1,176,195)         (862,700)       (2,753,983)
                                               ------------      ------------      ------------

Other expenses:
  Interest                                            2,835            36,058           106,823
  Interest - related party                            8,000                --             8,000
  Compensatory element of noteholders'
    purchase rights                                      --           169,050           231,450
  Amortization of deferred financing costs               --               625            52,500
  Loss on disposal of equipment                      13,205                --            13,205
                                               ------------      ------------      ------------
Total other expenses                                 24,040           205,733           411,978
                                               ------------      ------------      ------------

Net Loss                                       ($ 1,200,235)     ($ 1,068,433)     ($ 3,165,961)
                                               ============      ============      ============

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

Weighted average number of shares
  outstanding                                    26,801,275        17,518,014
                                               ============      ============
</TABLE>

                       See notes to financial statements.


                                       4
<PAGE>

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

       CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)
        CUMULATIVE FROM JANUARY 29, 1999 (INCEPTION) TO DECEMBER 31, 2004

<TABLE>
<CAPTION>
                                                                                            Deficit                        Total
                                                                                          Accumulated                  Stockholders'
                                                       Common Stock          Additional      in the         Stock         Equity
                                                -------------------------     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)
Issuance of securities as partial
  payment for license:
    Common stock                                  2,300,000           230       574,770            --                        575,000
    Warrants to acquire 2,300,000 shares                                        575,000            --                        575,000
Net proceeds from sale of securities              4,078,000           408       976,047            --                        976,455
Compensatory value of stock options
  issued for services rendered                                                  290,000            --                        290,000
Compensatory value of common stock
  issued to Advisory Board Members                  130,000            13        90,987            --                         91,000
Compensatory value of stock options
  issued to Advisory Board Members                                                3,309            --                          3,309
Issuance of common stock options
  to non employee directors                                                     187,500            --                        187,500
Stockholder's loans converted
  to common stock                                   580,033            58       152,950                                      153,008
Officers' salaries waived                                                        37,500                                       37,500
Net loss (Restated)                                      --            --            --    (1,200,235)            --     (1,200,235)
                                                -----------   -----------   -----------   -----------    -----------    -----------

Balance at December 31, 2004 (Restated)          28,485,033   $     2,849   $ 4,816,526   ($3,165,961)   $        --    $ 1,653,414
                                                ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>


                       See notes to financial statements.

                                       5
<PAGE>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                            Cumulative From
                                                       For the Year      For the Year      January 29, 1999
                                                           Ended             Ended          (Inception) to
                                                     December 31, 2004  December 31, 2003  December 31, 2004
                                                      ---------------    ---------------    ---------------
                                                        (RESTATED)                             (RESTATED)
<S>                                                   <C>                <C>                <C>
Cash flows from operating activities:
  Net loss                                            ($    1,200,235)   ($    1,068,433)   ($    3,165,961)
                                                      ---------------    ---------------    ---------------
  Adjustments to reconcile net loss to
      net cash used in operating activities:
    Deferred revenue                                              380                120                500
    Waived of officers' salaries                               37,500                                37,500
    Imputed interest                                            8,000                                 8,000
    Compensatory element of
      noteholders' purchase rights                                 --            169,050            231,450
    Depreciation                                                1,457              5,972             14,288
    Amortization of deferred financing costs                       --                625             52,500
    Amortization of software
      development costs                                       127,246             59,000            306,300
    Amortization of consulting costs                           76,545                                76,545
    Amortization and impairment of
      deferred promotional incentives                              --                 --             44,500
    Amortization and write off of
     deferred license costs                                        --             19,167             25,000
    Loss on disposal of equipment                              13,205                 --             13,205
    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                                         286              2,479               (951)
      Prepaid interest                                        (17,921)             3,095            (18,519)
      Due to stockholders                                     211,641                 --            211,641
      Due to placement agent                                   (1,700)                --                 --
      Security deposits                                            --                 --             (2,155)
      Accounts payable and accrued expenses                   228,986           (350,811)           294,193
                                                      ---------------    ---------------    ---------------
  Total adjustments                                           685,625            (91,303)         1,302,997
                                                      ---------------    ---------------    ---------------

Net cash used in operating activities                        (514,610)        (1,159,736)        (1,862,964)
                                                      ---------------    ---------------    ---------------

Cash flows from investing activities:
  Equipment purchases (sales)                                   2,600                 --             (8,204)
  Software development costs                                       --            (33,625)          (247,477)
  Deferred license costs                                           --                 --            (50,000)
  Deferred license fee                                       (800,000)                --           (800,000)
                                                      ---------------    ---------------    ---------------
Net cash used in investing activities                        (797,400)           (33,625)        (1,105,681)
                                                      ---------------    ---------------    ---------------

Net cash used in operating and investing activities   ($    1,312,010)   ($    1,193,361)   ($    2,968,645)
                                                      ---------------    ---------------    ---------------
</TABLE>


                       See notes to financial statements.

                                       6
<PAGE>

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

<TABLE>
<CAPTION>
                                                                                            Cumulative From
                                                        For the Year     For the Year      January 29, 1999
                                                           Ended             Ended          (Inception) to
                                                     December 31, 2004  December 31, 2003  December 31, 2004
                                                      ---------------    ---------------    ---------------
                                                         (RESTATED)                             (RESTATED)
<S>                                                   <C>                <C>                <C>
Net cash used in operating and
  investing activities brought forward                ($    1,312,010)   ($    1,193,361)   ($    2,968,645)
                                                      ---------------    ---------------    ---------------

Cash flows from financing activities:
  Due to stockholder                                           25,000            202,500            357,508
  Note payable - bank                                          35,000            (25,000)            49,450
  Notes payable - other                                            --           (475,000)                --
  Loans payable                                                 6,214             (4,260)            96,913
  Deferred financing costs                                         --                 --            (52,500)
  Deferred registration costs                                      --                 --           (234,681)
  Proceeds from sale of securities                            976,455          1,765,909          2,747,964
  Proceeds from stock
    subscriptions receivable                                       --                 --              6,450
                                                      ---------------    ---------------    ---------------
Net cash provided by financing activities                   1,042,669          1,464,149          2,971,104
                                                      ---------------    ---------------    ---------------

Net increase (decrease) in cash                              (269,341)           270,788              2,459

Cash at beginning of period                                   271,800              1,012                 --
                                                      ---------------    ---------------    ---------------

Cash at end of period                                 $         2,459    $       271,800    $         2,459
                                                      ===============    ===============    ===============


Supplemental disclosures of cash flows information:
  Cash payments made during period for:

  Interest                                            $         2,170    $        79,500    $       105,825
                                                      ===============    ===============    ===============
</TABLE>


                       See notes to financial statements.

                                       7
<PAGE>

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

<TABLE>
<CAPTION>
                                                           For the Year    For the Year  January 29, 1999
                                                              Ended           Ended       (Inception) to
                                                           December 31,    December 31,    December 31,
                                                              2004             2003           2004
                                                           -----------     -----------     -----------
                                                            (RESTATED)                      (RESTATED)

<S>                                                        <C>            <C>            <C>
Supplemental schedules of noncash operating,
  investing and financing activities:

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

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

    Common stock issued for services rendered              $   91,000     $       --     $  100,000
                                                           ==========     ==========     ==========

    Stockholder's loans converted to common stock          $  153,008     $       --     $  257,083
                                                           ==========     ==========     ==========

    Compensatory element of noteholders' purchase rights   $       --     $  169,050     $  231,450
                                                           ==========     ==========     ==========

    Due to placement agent                                 $       --     $    1,700     $    1,700
                                                           ==========     ==========     ==========

    Issuance of stock options as
      partial payment for software                         $  290,000     $       --     $  290,000
                                                           ==========     ==========     ==========

    Issuance of common stock options for
      services rendered                                    $  190,809     $       --     $  190,809
                                                           ==========     ==========     ==========

    Issuance of common stock and
      common stock warrants for license                    $1,150,000     $       --     $1,150,000
                                                           ==========     ==========     ==========

    Officers' salaries waived                              $   37,500     $       --     $   37,500
                                                           ==========     ==========     ==========
</TABLE>


                       See notes to financial statements.

                                       8
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004
                                   (RESTATED)

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, 2004, 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 net loss of $1,200,235 and $1,068,433 for
      the years ended December 31, 2004 and 2003, respectively and $3,165,961
      cumulative from January 29, 1999 (Inception) to December 31, 2004.

            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 in an initial public
      offering ("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 IPO was declared effective on January 22, 2003. 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. From the proceeds of the IPO the Company repaid all previously
      outstanding notes totaling $475,000 and interest of $82,518. $265,719 of
      the proceeds from the IPO was used to pay accounts payable and expenses.
      The balance of $244,452 was used for working capital and was fully
      expended to support operations.


                                       9
<PAGE>

NOTE 1 - PLAN OF ORGANIZATION. (Continued)

            Accordingly, effective September 8, 2003, after the IPO had closed
      and, in part, because the IPO had not been fully subscribed, 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 were
      required to purchase a substantial number of shares (20,000 for $5,000) in
      order to participate. In November 2003, the offering was increased to
      6,000,000 shares at the same purchase price. The offering was extended
      through August 31, 2004 and further increased to raise $1,800,000 and to
      sell 7,200,000 shares of the Company's common stock. As of September 30,
      2004, the offering was completed. Under this private offering, 6,886,000
      shares of the Company's common stock were sold for gross proceeds of
      $1,721,500 less $52,750 in offering costs. The Company paid 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 gave the placement agent warrants
      to purchase up to 720,000 shares of common stock at a purchase price of
      $.30 per share which are exercisable for a period of 5 years, which means
      that the placement agent received 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 were
      not registered at the time of grant. The placement agent has certain piggy
      back rights to cause the registration of the shares if the Company effects
      a registration of its securities. For the year ended December 31, 2004,
      4,078,000 shares were purchased for $976,455 net of $43,045 in offering
      costs. One placement agent received warrants to purchase 34,000 shares of
      the Company's common stock at a purchase price of $0.30 per share at
      December 31, 2003 and 138,800 shares of the Company's common stock at a
      purchase price of $0.30 per share for the quarter ending September 30,
      2004 for a aggregate of 172,800 shares of the Company's common stock for
      the year ended December 31, 2004. These warrants were issued to this
      placement agent in October 2004. The net proceeds of this offering have
      been used to support the Company's operations

            Since the Company has not generated significant revenues and as
      management does not anticipate the Company will generate substantial
      revenues from the sale of its products in an amount necessary to meet its
      cash needs for the next twelve months to December 2005, management
      believes the Company will need additional financing to continue operating.

      (b) Principal Business Activity:

            The Company is focused on utilizing new and emerging technology to
      develop products and services oriented toward improving family safety and
      well-being, primarily but not exclusively in the home, having shifted its
      primary focus from providing small businesses with online forums. The
      Company intends to 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 and to participate in
      their development and marketing.

            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
      manufactured at the distribution center. The Company had entered into an
      exclusive five year licensing agreement with Family Trusted Products, LLC
      ("FTP"). FTP was to be responsible for the manufacturing, marketing and
      distribution of the Sentry Products. FTP was to pay the Company a royalty
      of 10% on all FTP sales of the Sentry products. Marketing has not
      commenced under the agreement and the Company is seeking a mutual
      termination of the license agreement, after which, the Company will
      utilize other channels in its efforts to market these products. NOTE 1 -
      PLAN OF ORGANIZATION: (Continued)


                                       10
<PAGE>

      (c) 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 regarding indoor air toxins
      and irritants, combined with the 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 attractive to the Company. The Company has chosen to
      focus on one of the most important issues within the broader IAQ arena -
      Mold. The Company is investigating the potential for engaging two aspects
      of the mold issue: (1) providing definitive products for screening for
      mold conditions and (2) providing effective 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, an organic compound, 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 $500,000. An
      additional payment of $100,000 was due by August 2004. Due to the delay in
      the Environmental Protection Agency approval, the Company will make the
      final payment of $100,000 when ECT begins to generate revenue from the
      mold compound. This liability is included in Due To Stockholders. The
      Company will also provide consulting services in connection with the
      marketing and sales of the product for a 5 1/2-year term. As additional
      consideration, the Company also granted ECT 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 a total of $600,000 will be in cash and the balance
      was the fair value of the securities issued and is included in the
      accompanying financial statements as the cost of the license. 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 and are included in accounts payable and
      accrued expenses. Under the participation agreement, the Company was
      required to effectuate and pay the costs of a registration statement to be
      filed 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 was not successful in registering the
      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. As of December 31, 2004, the warrant exercise
      price was reduced to $0.27. If the registration statement was not
      effective by January 1, 2005, both ECT and its parent could 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. The Company does not intend
      to make this payment until revenues are generated from the compound. The
      Company has requested an extension to effect a registration statement as
      well as a freeze in the exercise price of the warrants.


                                       11
<PAGE>

NOTE 1 - PLAN OF ORGANIZATION: (Continued)

      (c) Expanded Areas of Development:

            Indoor Air Quality (IAQ) (Continued)

            The accompanying consolidated financial statements as at and for the
      year ended December 31, 2004 and cumulative from January 29, 1999
      (Inception) to December 31, 2004 have been restated to correct the
      Company's accounting treatment for the reduction in the exercise price of
      the warrants which resulted from the Company's registering the securities
      as at December 31, 2004. Previously the Company charged to operations in
      the fourth quarter of 2004 $138,000 representing the difference between
      the original exercise price and the reduced exercise price of the warrants
      at December 31, 2004. According to Financial Accounting Standards Board
      EITF No. 96-18 "Accounting for Equity Instruments That Are Issued to Other
      Than Employees for Acquiring, or in Conjunction with Selling, Goods or
      Services", the proper accounting treatment is not to charge operations for
      the reduction in exercise price. The effect of the restatement is to
      reduce other costs and the net loss by $138,000 ($0.01 per share) for the
      year ended December 31, 2004 and cumulative from January 29, 1999
      (Inception) to December 31, 2004.

                The impact of the restatement is as follows:

<TABLE>
<CAPTION>
                                                                               Cumulative From
                                                For The Year                   Januart 29, 1999
                                                   Ended                       (Inception) to
                                             December 31, 2004               December 31, 2004
                                         --------------------------    ---------------------------
                                        As Previously                 As Previously
                                          Reported        Restated      Reported       Restated
                                         -----------    -----------    -----------    -----------
<S>                                      <C>            <C>            <C>            <C>
CONSOLIDATED STATEMENTS OF OPERATIONS:

Other expenses:
  Warrant penalty - related party        $   138,000    $        --    $   138,000    $        --
  Total other expenses                   $   162,040    $    24,040    $   549,978    $   411,978

Net loss                                 $(1,338,235)   $(1,200,235)   $(3,303,961)   $(3,165,961)

Loss per share:
  Basic and diluted                      $     (0.05)   $     (0.04)


CONSOLIDATED BALANCE SHEET:

Stockholders' Equity:
  Additional paid-in capital             $ 4,954,526    $ 4,816,526
  Deficit accumulated in the
     development stage                   $(3,303,961)   $(3,165,961)
Total stockholdres' equity               $ 1,653,414    $ 1,653,414
</TABLE>

                                       12
<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, 2004. The accompanying financial statements
      for the year ended December 31, 2004 includes the accounts of the Company
      and its wholly owned subsidiaries. All intercompany transactions have been
      eliminated in consolidation. The accompanying financial statements for the
      year ended December 31, 2004 include the accounts of the Company and its
      wholly owned subsidiaries Indoor Air Quality Services, Inc., FamilySafe,
      Inc., which was incorporated in February 2004 for the software activities
      of the Company, and the Company's newest subsidiary, Digital I.D. Systems,
      Inc., which was incorporated in August 2004 and will concentrate on
      digital security technology.

      (b) Revenue Recognition:

            Through the year ended December 31, 2004, the Company has not
      generated 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. The Company
      had earned consolidated revenues at December 31, 2004 of $666 and deferred
      revenues of $500. 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) 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.


                                       13
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES: (Continued)

      (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) Concentration of Credit Risk:

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

      (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" ("APB 25"). 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" ("FASB 123").
      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. As required by SFAS 148, the Company
      will adopt the statement for the period beginning after June 15, 2005.
      This statement amends SFAS No. 123, to provide alternative methods of
      transition for a voluntary change to the fair value based method. Although
      the Company has elected not to adopt the provisions of SFAS No. 148 until
      the interim period beginning after June 15, 2005, the Company will provide
      all newly required disclosures under SFAS No. 123.

      (h) Advertising Costs:

            The Company expenses ordinary advertising and promotion costs as
      incurred. Advertising and promotion costs were $22,321 and $20,325 for the
      years ended December 31, 2004 and 2003, respectively.

      (i) 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 began to release its
      products in the fourth quarter of 2004 after technological feasibility was
      established. 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 $285,524 which were charged to operations
      ($81,200 in 2004, $154,609 in 2003 and $49,715 in 2002) in connection with
      the initial development phase of two products.


                                       14
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES: (Continued)

      (j) Recently Issued Accounting Pronouncements:

            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,
                                                -----------------
                                                  2004      2003
                                                -------   -------
              Computers                         $    --   $29,290
              Furniture and fixtures                803       803
                                                -------   -------
                                                    803    30,093
              Less:  Accumulated depreciation       803    12,831
                                                -------   -------
                                                $    --   $17,262
                                                =======   =======

            Depreciation expense charged to operations was $1,457 and $5,972 for
      the year ended December 31, 2004 and 2003 respectively. To provide state
      of the art support and web interface, management, after much research,
      made the decision not to buy new equipment but sign a two year contract
      with Invision, Inc. to rent a portion of their servers and to trade the
      old equipment in exchange for a credit to the VMWare set up fees. The
      Company expensed the equipment and received a $2,600 credit. The two year
      contract was signed in January 2004 and required a one time set up fee of
      $14,770 plus a monthly fee of $3,830 for server space rental. In December
      2004, management renegotiated the current monthly fee to $2,960 per month
      with Invision for an annual savings of approximately $10,400.


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 for the year ended December 31, 2003.


                                       15
<PAGE>

NOTE 4 - INTANGIBLE ASSETS. (Continued)

            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 $562,477 of which $315,000 and
      33,625 were capitalized in 2004 and 2003. 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 three years. Amortization charged to operations during the
      years ended December 31, 2004 and 2003 was $127,246 and $59,000,
      respectively.

            The Company, having previously agreed to purchase certain software
      from the entity that had been licensing the software to the Company,
      acquired the software in 2004. The total purchase price was cash of
      $25,000 and options to acquire 750,000 shares of the Company's common
      stock of which 500,000 were issued immediately and are exercisable for
      five years and 250,000 are to be granted only if certain sales milestones
      are met. At December 31, 2004 these milestones have not been met and the
      option has not been granted. If the milestones are met in the future then
      the option will be granted and reflected in the financial statements at
      that date. The fair value ascribed to the option for the 500,000 shares as
      determined by the Black-Scholes option pricing model was $290,000. See
      Note 12.


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 7.50% at December 31, 2004 and 6.25% at December 31,
      2003. The weighted average interest rate for the year ended December 31,
      2004 was 6.50%. Interest expense of $2,152 was charged to operations
      during the year ended December 31, 2004 and $36,059 for 2003. At December
      31, 2004 and 2003, $49,450 and $14,450 of the line has been utilized. The
      debt is guaranteed by the current CEO of the Company and is collateralized
      by marketable securities, which he owns. The fair market value of this
      account was approximately $35,000 and $36,000 at December 31, 2004 and
      2003 respectively.


NOTE 6 - NOTES PAYABLE - OTHER.

            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 had 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 was
      charged to operations as additional interest. Additionally, the placement
      agent was paid ten (10%) percent of the proceeds of the offering, plus
      out-of-pocket expenses. Amortization of deferred financing costs was
      charged to operations over the sixty (60) day term of the notes.


                                       16
<PAGE>

NOTE 6 - NOTES PAYABLE - OTHER. (Continued)

            By 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. During the year ended December 31, 2003, the 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.


NOTE 7 - LONG-TERM DEBT:

            Long-term debt is comprised of the following:

                                                              December 31,
                                                         ----------------------
                                                           2004          2003
                                                         --------      --------
Obligation under equipment financed
  payable in installments of $495 including
  13% interest through March 2005                        $  2,353      $  7,613
Insurance premium finance loan payable in
  installments of $2,253 including 7% interest             11,474
Less:  Current portion                                    (13,827)       (5,206)
                                                         --------      --------

                                                         $     --      $  2,407
                                                         ========      ========

NOTE 8 - DUE TO STOCKHOLDERS.

            At December 31, 2003, the Company was indebted to its CEO, William
      Bozsnyak, in the amount of $130,188 and its President, Debbie Seaman, in
      the amount of $14,820 for non-interest bearing cash working capital
      advances made to the Company. The results of operations for 2004 include a
      charge for imputed interest of $8,000 on these advances at 7.25% which is
      the rate charged on the Company's short term debt to a bank. In September
      2004, the Company issued 520,753 shares of the Company's common stock to
      William Bozsnyak and 59,280 shares of the Company's common stock to Debbie
      Seaman in full repayment and satisfaction of the loans and imputed
      interest thereon. In December 2004, Mr. Bozsnyak made an additional
      non-interest bearing loan to the Company of $25,000 and additional loans
      of $50,000 through February 15, 2005. Interest at the rate paid to the
      Company's short term lender will be imputed on the advances and charged to
      operations with a corresponding credit to additional paid-in capital.


                                       17
<PAGE>

NOTE 8 - DUE TO STOCKHOLDERS. (Continued)

            Under the terms of their respective employment contracts, Ms Seaman
      and Mr. Bozsnyak are owed $27,640 and $59,998 at December 31, 2004 for
      unpaid wages earned through September 30, 2004. Commencing on October 1,
      2004, Ms Seaman and Mr. Bozsnyak both have waived all future salary under
      their contracts until such time as the Company's cash flow can sustain
      such payments. The aggregate waived salaries through December 31, 2004 of
      $37,500 was charged to operations with a corresponding increase to
      additional paid-in capital.

            The Company's CFO and its former securities counsel are owed $390
      and $ 22, 663 for unpaid legal services at December 31, 2004. During 2004
      the Company charged operations $390 and $95,485 for legal services
      rendered by the CFO and counsel, respectively.

            The Company owes $100,000 to the seller of its mold license at
      December 31, 2004 and it owes $950 to a corporation, the CEO of which is
      also a director of the Company, for reimbursement of administrative costs
      expended by that corporation on behalf of the Company.

            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. The options were physically
      granted on March 12, 2004 at which time the liability to stockholders was
      reduced by $187,500 and additional paid-in capital was increased by
      $187,500. As of December 31, 2004, the options have not been exercised and
      no stock has been issued.


NOTE 9 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES.

            Accounts payable and accrued expenses consist of the following at:

                                                              December 31,
                                                       -------------------------
                                                         2004             2003
                                                       --------         --------
Professional fees                                      $ 58,226         $ 20,548
License costs                                                --           15,000
Estimated registration costs                            200,000               --
Interest on notes payable                                   315              127
Consultants                                               9,742           25,000
Accrued Payroll taxes                                     6,580               --
Sundry operating expenses                                19,330            4,532
                                                       --------         --------
                                                       $294,193         $ 65,207
                                                       ========         ========


                                       18
<PAGE>

NOTE 10 - INCOME TAXES.

            The Company has not had any currently payable federal income taxes
      since its inception through December 31, 2004. The Company has not charged
      operations for any deferred federal or local tax liability or benefit
      since its inception to December 31, 2004. At December 31, 2004, the
      Company had a net operating loss carryforward available to reduce future
      taxable income amounting to $3,056,000 of which $131,000 expires in 2021,
      $557,000 expires in 2022, $1,041,000 expires in 2023 and $1,327,000
      expires in 2024. Management is unable to determine if the utilization of
      the future tax benefit is more likely than not and, accordingly, the net
      deferred tax asset for federal carry forwards of approximately $982,300
      has been fully reserved. A reconciliation of the actual tax provision to
      the expected statutory rate is as follows:


<TABLE>
<CAPTION>
                                                      For the Years Ended December 31,
                                       ------------------------------------------------------------          For the Period From
                                                    2004                            2003                     January 29, 1999 to
                                       ------------------------------------------------------------          December 31, 2004
                                         (RESTATED)                                                              (RESTATED)
                                         ----------                                                    -----------------------------
<S>                                    <C>                   <C>       <C>                   <C>       <C>                   <C>
Loss before income taxes               ($ 1,200,235)                   ($ 1,068,433)                   ($ 3,165,961)
                                       ============                    ============                    ============

Expected statutory tax benefits        ($   408,100)         -34.0%    ($   363,300)         -34.0%    ($ 1,076,400)         -34.0%
Nondeductible expenses                       17,800             1.3%          2,700             0.2%         94,100             2.8%
Net operating loss valuation reserve        390,300            32.7%        360,600            33.8%        982,300            31.2%
                                       ------------    ------------    ------------    ------------    ------------    ------------
Total tax benefit                      $         --             0.0%   $         --             0.0%   $         --             0.0%
                                       ============    ============    ============    ============    ============    ============
</TABLE>

            Deferred tax assets and liabilities reflect the net tax effect of
      temporary differences between the carrying amounts of assets and
      liabilities for financial reporting purposes and the amounts used for
      income taxes. The components of the deferred tax assets and liabilities
      are as follows:

                                                          December 31,
                                                 ------------------------------
                                                    2004                 2003
                                                 -----------        -----------
                                                 (RESTATED)
Deferred tax assets:
  Net operating loss deduction                   $ 1,039,000        $   587,900
  Accrued salaries                                    29,800                 --
  Other                                                  600                300
                                                 -----------        -----------
        Total assets                               1,069,400            588,200
                                                 -----------        -----------
Deferred tax liabilities:
  Depreciation and amortization                      (87,100)           (23,300)
                                                 -----------        -----------
        Total liabilities                            (87,100)           (23,300)
                                                 -----------        -----------

                                                     982,300            564,900
Less:  Valuation allowance                          (982,300)          (564,900)
                                                 -----------        -----------
                                                 $        --        $        --
                                                 ===========        ===========

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.


                                       19
<PAGE>

NOTE 11 - COMMON STOCK. (Continued)

            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).

            On 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. The options were physically
      granted on March 12, 2004 at which time the liability to stockholders was
      reduced by $187,500 and additional paid-in capital was increased by
      $187,500.

            In February 2004, Environmental Commercial Technology Corp. was
      issued 2,300,000 shares of the Company's common stock and warrants to
      acquire an additional 2,300,000 common shares at an initial exercise price
      of $0.33 per share. The fair value of the common stock issued 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 was $575,000.

            In May 2004, three members of the Company's Advisory Board were
      issued an aggregate of 130,000 shares of the Company's common stock whose
      fair value on the date of issuance was $91,000. Half of these shares are
      being held in escrow as the recipients will earn these escrowed shares on
      a pro rata basis if they continue to serve on the Advisory Board for one
      year. The other 50% was earned by the recipients when issued. Amortization
      of the 50% to be earned and the initial 50% aggregated $73,236 and was
      charged to operations in the year ended December 31, 2004.


                                       20
<PAGE>

NOTE 11 - COMMON STOCK. (Continued)

            In May 2004, management issued 90,000 options to purchase the
      Company's restricted common stock to Directors and Advisory Board Members.
      The Advisory Board Members were issued 50,000 options of which 10,000 was
      granted to the Chief Financial Officer who also serves on the Advisory
      board. The fair value of the option as determined by the Black-Scholes
      option pricing model of $827 will be accounted for under APB 25. The other
      40,000 options were granted to four non-employees. The fair value of the
      option as determined by the Black-Scholes option pricing model of $3,309
      was charged to operations with a corresponding increase to paid-in
      capital. An additional 40,000 options were granted to two directors who
      also serve on the Audit and Compensation Committees. The fair value of
      these options was $3,309 using the Black-Scholes option method and will be
      accounted for under APB 25. For the year ended December 31, 2004, $3,309
      was charged to operations for the Advisory Board Members options. The fair
      value of the Chief Financial Officer's and directors' options as
      determined by the Black-Scholes option pricing model and accounted for
      under APB 25 was $4,136.

            In November 2004, the Company issued the Chief Financial Officer and
      The Chief Technical Officer each an option to purchase 50,000 shares of
      the Company's common stock for a purchase price of $.25. These options
      vest fully in 90 days and have a option life of 5 years. The fair value of
      these options for the quarter and year ended December 31, 2004, was $800
      using the Black-Scholes option method and will be accounted for under APB
      25.

            Initial Sale of the Company's Securities to the Public:

            The Company entered into an 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 was 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 its
      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 a 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. From the proceeds of the IPO the Company repaid all previously
      outstanding notes totaling $475,000 and interest of $82,518. $265,719 of
      the proceeds from the IPO was used to pay accounts payable and expenses.
      The balance of $244,452 was used for working capital and was fully
      expended to support operations.


                                       21
<PAGE>

NOTE 11 - COMMON STOCK. (Continued)

            Private Placement of the Company's Securities:

            On 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 of the Company's
      common stock at the same purchase price and provided that the Company may
      use one or more placement agents to assist in the sale. This offering was
      further extended through September 30, 2004 as well as increased to raise
      $1,800,000 and to sell 7,200,000 shares of the Company's common stock.
      This was primarily due to the delay in launching the Company's software
      products. 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 720,000
      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. For the year ended December 31, 2004,
      one Placement Agent sold a total of 1,388,000 shares for an aggregate of
      $347,000 net of $41,640 in commissions. Through December 31, 2004, the
      same placement agent was paid in full the 10% commission and 2% non
      accountable expense fee. The placement agent is entitled to receive a
      warrant to purchase 172,800 common shares of the Company's stock at $0.30
      per share. The offering was closed on September 30, 2004, and the warrant
      was issued on October 15, 2004.

            In September 2004, the Company's Chief Executive Officer, purchased
      an aggregate of 400,000 shares of the Company's restricted common stock
      through a private sale for a purchase price of $.25 per share. The
      aggregate purchase price was $100,000.

            Stock Options:

            On December 15, 2003, the Company's stockholders ratified the
      SearchHelp, Inc. 2004 Stock 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.


                                       22
<PAGE>

NOTE 11 - COMMON STOCK. (Continued)

            Stock Options: (Continued)

            For the year ended December 31, 2004 options under the Plan to
      acquire 675,590 common shares were issued to employees, officers and
      directors of the Company at prices ranging from $0.25 to $0.77 which was
      the average of the bid and ask of the common stock on the dates of grant.
      As the Company has elected to use APB 25 for accounting for its employee
      stock plan, no compensation has been recognized for its fixed stock option
      plan. If the Company had determined compensation cost for its stock option
      plan based on the fair value at the grant dates for awards under the Plan,
      consistent with the method prescribed by FASB 123, the Company's net loss
      and loss per share would have been increased by (i) $48,099 to $1,248,334
      ($0.05) per share for the year ended December 31, 2004. The fair value of
      stock options used to compute pro forma net income and earnings per share
      disclosures is the estimated value at grant date using the Black-Scholes
      option-pricing model with the following weighted average assumptions:
      expected dividend yield of 0%; expected volatility of 200%; a risk free
      interest rate of 6.0%; and expected option life of 5 years.

            In December 2002, the FASB issued Statement of Financial Accounting
      Standards No. 148, "Accounting for Stock-Based Compensation - Transition
      and Disclosure, an Amendment of FASB Statement No. 123" (SFAS No. 148).
      SFAS No. 148 provides alternative methods of transition for companies
      making a voluntary change to fair value-based accounting for stock-based
      employee compensation. The Company continues to account for its stock
      option plan under the intrinsic value recognition and measurement
      principles of APB Opinion No. 25 "Accounting for Stock Issued to
      Employees," and related Interpretations. Effective for interim periods
      beginning after December 15, 2002, SFAS No. 148 also requires disclosure
      of pro-forma results on a quarterly basis as if the Company had applied
      the fair value recognition provisions of SFAS No. 123.

            As the exercise price of all options granted under the plan was
      equal to or above the market price of the underlying common stock on the
      grant date, no stock-based employee compensation is recognized in net
      income. The following table illustrates the effect on net income and
      earnings per share if the company had applied the fair value recognition
      provisions of SFAS No. 123, as amended, to options granted under the stock
      option plans and rights to acquire stock granted under the company's Stock
      Participation Plan, collectively called "options."

            For purposes of this pro-forma disclosure, the value of the options
      is estimated using a Black-Scholes option pricing model and amortized
      ratably to expense over the options' vesting periods. Because the
      estimated value is determined as of the date of grant, the actual value
      ultimately realized by the employee may be significantly different. The
      fair value of the Company's stock options used to compute pro forma net
      income and earnings per share disclosures is the estimated value at grant
      date using the Black-Scholes option-pricing model with the following
      weighted average assumptions for year ended December 31, 2004 and 2003,
      respectively: expected dividend yield of 0%; expected volatility of 200%;
      a risk free interest rate of 6.0%; and expected option life of 5 years.


                                        For the Years Ended     Cumulative From
                                            December 31,        January 29, 1999
                                            ------------         To December 31,
                                      2004            2003            2004
                                   (RESTATED)                      (RESTATED)
                                  ------------    ------------    ------------
Net loss as reported              ($ 1,200,235)   ($ 1,068,433)   ($ 3,165,961)
Net loss pro forma                ($ 1,248,334)   ($ 1,068,433)   ($ 3,214,060)
Shares - Basic                      26,801,275      17,518,014
Basic loss per share as reported  ($      0.04)   ($      0.06)
Basic loss per share pro forma    ($      0.05)   ($      0.06)


                                       23
<PAGE>

NOTE 11 - COMMON STOCK. (Continued)

            Stock Options: (Continued)

            Presented below is a summary of the status of the stock options in
      the plan and the related transactions for the year ended December 31,
      2004:

                                                                        WEIGHTED
                                                                        AVERAGE
                                                                        EXERCISE
                                                             SHARES      PRICE
                                                           ---------   ---------
Options outstanding at the beginning of year                       0
Granted                                                      695,590   $    0.25
                                                                       to $0.077
                                                                       =========
Canceled/Surrendered                                          20,000   $    0.25
                                                                       =========
Exercised                                                          0
Forfeited                                                          0
                                                           ---------   ---------
Options outstanding at the end of year                       675,590   $    0.44
                                                           =========   =========

Options exercisable at the end of the year                   258,898   $    0.40
                                                           =========   =========

            At December 31, 2004, the Plan has 824,410 shares available for
      grant.

            The weighted average fair value of stock options at date of grant,
      calculated using the Black-Scholes option-pricing model, granted during
      the year ended December 31, 2004 was $0.46.

            The Company may issue options to purchase the Company's common stock
      to officers, non-employees, non-employee directors or others as part of
      settlements in disputes and/or incentives to perform services for the
      Company. The Company accounts for stock options issued to vendors and
      non-employees of the Company under SFAS No. 123 "Accounting for
      Stock-based Compensation." The fair value of each option grant is
      estimated on the date of grant using the Black-Scholes option-pricing
      model is charged to operations utilizing weighted average assumptions
      identical to those used for options granted to employees.

            As of December 31, 2004, outstanding options to purchase a total of
      40,000 shares of the Company's common stock were granted to members of the
      Company's Advisory Board in May 2004. A consultant was also granted two
      options to purchase an aggregate of 750,000 shares of the Company's common
      stock which are outstanding at December 31, 2004 (See note 12c). In
      November 2004, management also granted the Chief Financial Officer and the
      Chief Technical Officer an option to purchase 50,000 shares each of the
      Company's common stock at a purchase price of $.25 per share. None of the
      options have been exercised at December 31, 2004.

            The following table summarizes the status of all the Company's stock
      options outstanding and exercisable at December 31, 2004.

                                 STOCK OPTIONS                  STOCK OPTIONS
                                  OUTSTANDING                    EXERCISABLE
                                  -----------                    -----------
                                        WEIGHTED                      WEIGHTED
                                        AVERAGE                       AVERAGE
                                        EXERCISE                      EXERCISE
   EXERCISE PRICES         SHARES         PRICE          SHARES         PRICE
   ---------------      -----------    -----------    -----------    -----------
      $   0.25              750,000                       750,000    $      0.25
      $   0.47              445,590    $      0.47        223,898    $      0.47
      $   0.62              750,000    $      0.62        125,000    $      0.62
      $   0.70               90,000    $      0.70         22,500    $      0.70
      $   0.77              120,000    $      0.77         30,000    $      0.77
                        -----------    -----------    -----------    -----------
Total for year Ended
  December 31, 2004       2,255,590          $0.46      1,151,398          $0.39
                        ===========    ===========    ===========    ===========


                                       24
<PAGE>

NOTE 11 - COMMON STOCK. (Continued)

            Warrants:

            As part of its initial sale of its securities to the public the
      Company sold Class A warrants to acquire 2,474,000 common shares at $0.75
      per share and Class B warrants to acquire 2,474,000 common shares at $1.75
      per share. As additional compensation to the placement agent who placed
      the Company's securities, the agent and its designees received rights to
      acquire 247,000 units of the Company's securities for $0.985 each for five
      years. Each unit is comprised of one share of common stock, a warrant to
      acquire one share of common stock at $0.985 and another warrant to acquire
      a common share at $2.285 per share. Warrants to acquire 172,800 shares of
      the Company's common stock at $0.030 per share was issued a placement
      agent exercisable for five years as part of his compensation for his
      services in the Company's private placement of its securities in 2004.

            As part of the purchase price of a license (See Note 1 (b)), the
      Company issued a warrant to acquire 2,300,000 common shares at an initial
      price of $0.33 per share. Due to the Company's not registering the
      underlying common shares in the prescribed time frame, the exercise price
      of the warrants has been reduced to $0.27 per share at December 31, 2004
      and is subject to further reduction.

            At December 31, 2004, none of the warrants were exercised.


NOTE 12 - COMMITMENTS AND CONTINGENCIES.

      (a) Stock Purchase Rights:

            Certain notes payable included a default penalty that entitled 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 remained unpaid past its original due date.
      Each note holder received these purchase rights regardless of whether the
      individual note holder agreed to extend the due date of the note. Through
      December 31, 2002, the note holders received rights to acquire 780,000
      shares of the Company's common stock at a purchase price of $0.01 each.
      The difference between the fair value of the common stock underlying the
      purchase rights ($.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 exercise price of $.01 was charged to
      operations as additional interest on the date the purchase rights were
      issued. Through December 31, 2002, the note holders exercised rights to
      acquire 310,000 shares of the Company's common stock. During the year
      ended December 31, 2003, the note holders received additional rights to
      acquire 345,000 shares of the Company's common stock at a purchase price
      of $.01 per share. The difference between the fair value of the common
      stock underlying the purchase rights ($.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 shares of the
      Company's common stock. At December 31, 2004 and 2003, no purchase rights
      to acquire common shares were outstanding.

      (b) Lease:

            The Company is obligated under an operating lease for its office,
      which expires on December 31, 2005, at an annual rent of $13,280. The
      Company's President has guaranteed the lease payments.

            Rent expense was $12,987 and $12,960 for the years ended December
      31, 2004 and 2003, respectively.


                                       25
<PAGE>

NOTE 12 - COMMITMENTS AND CONTINGENCIES. (Continued)

      (c) License and Distribution Agreement:

            In June 2002, the Company entered into a 5 year license agreement
      with Edocusign, Inc., 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. Through August 15, 2003,
      the Company paid the licensor $25,000.

            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 the 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 was paid on March 26, 2004 on the
      date of the closing. The seller also received 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 shares is $ .62
      per share which is the average of the Company's trading prices for the
      thirty (30) day period immediately preceding the effective date of the
      agreement. One option to purchase 250,000 shares of the Company's common
      stock 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 to purchase 500,000 shares of the Company's common stock
      is exercisable at any time up to five (5) years. The fair value of the
      option for 500,000 shares at the date of grant was $290,000 which along
      with the $50,000 in cash is reflected in the accompanying financial
      statements as capitalized software costs of $562,477. This asset will be
      amortized over its estimated useful life of three years.

            The option to purchase 250,000 shares of the Company's common stock
      will be reflected in financial statements upon the fulfillment of the
      conditional sale of product. The agreement also required the licensor to
      perform certain consulting services for the Company for $8,000 per month
      commencing in October 2003 through April 2004. The Company extended the
      agreement for an additional three months to July 2004 and is currently
      working on a month to month consulting basis. The consulting services
      include, among other items, assistance in hiring, training and overseeing
      a technical support team for the Company.

      (d) Employment Agreements:

            On December 8, 2003, William Bozsnyak entered into an amended and
      restated 3-year employment agreement with the Company. Currently, Mr.
      Bozsnyak is the Chief Executive Officer and 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 may 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 As of
      September 30, 2004 the Company has accrued $59,998 of his compensation.
      Commencing October 1, 2004, Mr. Bozsnyak waived any future salary until
      such time as the Company's cash flows are sufficient to sustain
      operations. During 2004 the $20,000 of his salary that was waived by him
      was charged to operations and credited to additional paid-in capital.


                                       26
<PAGE>

NOTE 12 - COMMITMENTS AND CONTINGENCIES. (Continued)


            On December 8, 2003, Debbie Seaman entered into an amended and
      restated 3-year employment agreement with the Company. Currently, 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 may 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. For the
      nine months ended September 30, 2004, Ms. Seaman received $14,860 in
      compensation. Ms. Seaman stopped receiving her salary in May, 2004. As of
      September 30, 2004 the Company has accrued $27,640 of her compensation.
      Commencing October 1, 2004, Ms Seaman waived any future salary until such
      time as the Company's cash flows are sufficient to sustain operations.
      During 2004 the $17,500 of her salary that was waived by her was charged
      to operations and credited to additional paid-in capital.

            Both of these employment agreements will be automatically extended
      each year unless either the employee or the Company gives notice. 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 2004 Stock Plan. In May 2004 they were
      granted options to acquire an aggregate of 120,00 common shares at
      exercise prices totaling $92,400.

            On March 18, 2004, the Company hired a part time Chief Financial
      Officer, Noel C. Bonilla. Mr. Bonilla entered into an employment agreement
      with the Company in which he will receive, beginning April 1, 2004, $2,000
      per month salary; $1,000 per month will be deferred until the Company has
      sufficient funds to pay him. Mr. Bonilla also has been granted the right
      to purchase 70,000 shares of the Company's common stock under the
      Company's 2004 Stock Plan at a purchase price of $0.47. The option will
      vest equally each year over the next four years. For the year ended
      December 31, 2004 the Company has paid Mr. Bonilla $14,000 in
      compensation. Mr. Bonilla stopped receiving and accruing his salary in
      October 2004. On November 1, 2004, Mr. Bonilla agreed to take an option,
      in lieu of his salary, to purchase 50,000 shares of the Company's common
      stock at a purchase price of $.25. This option will vest in 90 days from
      the date of grant and will expire in 5 years. Mr. Bonilla will not receive
      a salary nor will he accrue his salary until the Company can afford to pay
      him.

            On March 18, 2004, the Company hired Eric Elgar as the Company's
      Chief Technical Officer. Mr. Elgar entered into an employment agreement
      with the Company in which he will receive, beginning April 1, 2004, an
      annual salary of $100,000. Mr. Elgar is guaranteed employment for at least
      six months and he also has been granted the right to purchase 150,000
      shares of the Company's stock at $0.47. The option will vest fully one
      year from the date of grant. For the year ended December 31, 2004 the
      Company has paid Mr. Elgar $57,408 in compensation. Mr. Elgar stopped
      receiving his salary on October 31, 2004. On November 1, 2004, Mr. Elgar
      agreed to take an option, in lieu of his salary, to purchase 50,000 shares
      of the Company's common stock at a purchase price of $.25. This option
      will vest in 90 days from the date of grant and will expire in 5 years.
      Mr. Elgar will not receive a salary nor will he accrue his salary until
      the Company can afford to pay him.


                                       27
<PAGE>

NOTE 13 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

            The Company's quarterly financial data for the years ended December
      31, 2004 and 2003 follow below.
<TABLE>
<CAPTION>

--------------------- ------------------ ----------------- ------------------ ------------------
                         1st Quarter        2nd Quarter       3rd Quarter        4th Quarter
--------------------- ------------------ ----------------- ------------------ ------------------
December 31, 2004:                                                                   ***
--------------------- ------------------ ----------------- ------------------ ------------------
<S>                       <C>                <C>               <C>                <C>
Net loss                  ($310,987)         ($329,277)        ($275,628)         ($274,343)
                          ==========         ==========        ==========         ==========
--------------------- ------------------ ----------------- ------------------ ------------------

--------------------- ------------------ ----------------- ------------------ ------------------
Loss per share              ($.01)             ($.01)            ($.01)            ($0.01)
                            ======             ======            ======            =======
--------------------- ------------------ ----------------- ------------------ ------------------
Shares used in
computation               24,638,198         26,780,100        27,027,180         28,485,033
                          ==========         ==========        ==========         ==========
--------------------- ------------------ ----------------- ------------------ ------------------
*** (RESTATED)
--------------------- ------------------ ----------------- ------------------ ------------------
December 31, 2003:
--------------------- ------------------ ----------------- ------------------ ------------------
Net loss                  ($245,800)         ($234,461)        ($107,280)         ($480,892)
                          ==========         ==========        ==========         ==========
--------------------- ------------------ ----------------- ------------------ ------------------

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


                                       28
<PAGE>

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

None

Item 8A. Controls and Procedures

Disclosure Controls and Procedures

The Company's Chief Executive Officer, who also serves as its acting Chief
Financial Officer, is primarily responsible for the accuracy of the financial
information that is presented in this Annual Report on Form 10-KSB. He has,
within 90 days of the filing date of this report, evaluated the Company's
disclosure controls and procedures, as defined in the rules of the SEC and has
determined that such controls and procedures were effective in ensuring that
material information relating to the Company and its consolidated subsidiaries
was made known to him during the period covered by this Annual Report.

Changes in internal controls.

Other than changes to our accounting for the warrant penalty transactions noted
above, there was no change in the Company's internal controls over financial
reporting occurring in the Company's fiscal year end covered by this Annual
Report that has materially affected, or is reasonably likely to materially
affect, the Company's internal controls


                                       29
<PAGE>

Internal Controls

      To meet his responsibility for financial reporting, the Chief Executive
Office, who also serves as the Company's acting Chief Financial Officer, has
established internal controls and procedures, which he believes are adequate to
provide reasonable assurance that the Company's assets are protected from loss.
These internal controls are reviewed by the independent accountants to support
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 accounting, auditing and financial matters.
This Committee and the independent accountants have free access to each other,
with or without management being present.

THERE WERE NO SIGNIFICANT CHANGES IN THE COMPANY'S INTERNAL CONTROLS OR IN OTHER
FACTORS THAT COULD SIGNIFICANTLY AFFECT INTERNAL CONTROLS SUBSEQUENT TO THE DATE
OF THE MOST RECENT EVALUATION BY THE CHIEF EXECUTIVE OFFICER AND ACTING CHIEF
FINANCIAL OFFICER.


                                       30
<PAGE>

                                     PART II

Item 9.  Directors and Executive Officers

      The Company has a five-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.


<TABLE>
<CAPTION>
                                                                                             Year
Name                 Age                              Position                          Began Service

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

Debbie Seaman         46     Director, President and Secretary                               2001

Joel San Antonio      52     Director                                                        2001

Joseph Carrizzo       47     Director                                                        2001

David Barnes          62     Director                                                        2005

Eric Elgar            46     Chief Technical Officer                                         2004
</TABLE>


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

      On March 9, 2005, Mr. Noel C. Bonilla, Esq., the Company's Chief Financial
Officer, passed away. Mr. Bozsnyak has agreed to serve as the Company's acting
Chief Financial Officer until a qualified and permanent replacement for Mr.
Bonilla is found.


                                       31
<PAGE>

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

      Joel San Antonio has been a Director of SearchHelp, Inc. since September
2001 and has served on the Company's Audit Committee and Compensation Committee
since their formation. Mr. San Antonio began his career as co-founder of a
sportswear manufacturer in the women's fashion industry. In 1983, Mr. San
Antonio and his partner exited the fashion industry and founded Warrantech
Corporation, a third party administrator of service contracts and extended
warranty programs. The Company went public in 1984 and in September 1997 was
recognized by Fortune Magazine as one of the "100 Fastest Growing Companies in
America". Today, Mr. San Antonio serves as Chairman of the Board and Chief
Executive Officer of Warrantech Corporation. Since December 1999, Mr. San
Antonio serves as Chairman of the Board of MedStrong International Corporation,
a public company that transports medical records over the internet and as
Chairman of the Board of Marc Pharmaceuticals, Inc., a pharmaceutical company
focusing on the development and commercialization of innovative products for the
treatment of cancer and other diseases.

      Joseph Carrizzo has served as a Director of the Company since its
inception and has served on the Company's Audit Committee and Compensation
Committee since their formation. Mr. Carrizzo began his career in 1983 at Lehman
Brothers in the corporate bond department where he became a senior level medium
term note trader. In 1995, he left Lehman to become an independent distributor
of personal care and anti-aging products. His business now includes the
distribution of technology and telecom services and on-line products.

      Eric Elgar, has been the Chief Technology Officer since April 2004 . Mr.
Elgar attended the New York University Stern School of Business in 1982, where
he received a Bachelor of Science degree in information systems and market
research. From September 2001 to August 2003, Mr. Elgar acted as Chief Technical
Officer for Digital Online Network, Inc. In 1996 through August of 2001, he was
Group Managing Director of Online Technology and was also part of CMP Media
Speakers Bureau. He has been a spokesperson for the publication at numerous
industry events conferences, on National Public Radio and on PSEUDO Online
Internet Radio. Mr. Elgar founded E2TechLabs.com LLC in 2003 which specializes
in Quality Assurance (QA) for software applications, Web sites and complex
infrastructures.


                                       32
<PAGE>

      David M. Barnes. Mr. Barnes became a director of the Company in April of
2005. Mr. Barnes was also appointed to serve as chairman and financial expert of
the Company's audit committee. Mr. Barnes will also be the chairman of the
Company's compensation committee. Mr. Barnes has served as the chief financial
officer of American United Global, Inc. ("AUGI") since May 15, 1996, and was a
director of AUGI from November 8, 1996 through June 17, 2003. Mr. Barnes
resigned as a member of AUGI's board of directors effective on June 17, 2003 but
was reappointed thereto effective December 9, 2003. Mr. Barnes is also presently
a member of the Advisory Board of Interactive Imagination, Inc., a
privately-held video game developer based in Seattle, WA. Mr. Barnes also serves
as a director for In Vertias Medical Diagnostics, Inc., since August 1, 2004.
Mr. Barnes has over 40 years of experience in finance and public accounting.


Legal Proceedings

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

Compliance with Section 16(a) of the Securities Exchange Act of 1934

      Under the securities laws of the United States, the Company's directors,
its executive (and certain other) officers, and any persons holding ten percent
or more of the Company's Common Stock must report on their ownership of the
Company's Common Stock and any changes in that ownership to the Securities and
Exchange Commission. Specific due dates for these reports have been established.
During the fiscal year ended December 31, 2004, the Company believes that all
reports required to be filed by Section 16(a) were filed on a timely basis.

Audit Committee

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

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

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

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

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

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

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

Audit Committee Financial Expert

      Our Board of Directors has determined that David Barnes qualifies as its
"audit committee financial expert", as defined under NASD Rule 4200(a)(15), and
has therefore appointed him as such. The other members of the Audit Committee
are all capable of reading and understanding financial statements.

Code of Ethics

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

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


                                       33
<PAGE>

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

Item 10. Executive Compensations

                                                          Long-term Compensation
                       Annual Compensation                   Awards Securities
Name                         Salary($)         Bonus($)      Underlying Options
----                         ---------         --------      ------------------
William Bozsnyak             $80,000(3)          (1)             60,000(2)
Debbie Seaman                $70,000(4)          (1)             60,000(2)
Joseph Carrizzo                   $0             $0             750,000(5)
Noel C. Bonilla *            $36,000(6)          (1)            130,000(7)
Eric Elgar                  $100,000(8)          (1)            200,000(9)

* Mr. Bonilla passed away on March 9, 2005.

(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, 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 and has accrued his salary
from January 1, 2004 through September 30, 2004 in the amount of $59,999 and
taxes of $4,506. Mr. Bozsnyak commencing on October 1, 2004, waived all future
salary under his contract until such time as the Company's cash flow can sustain
such payments. The aggregate waived salary through December 31, 2004 of $20,000
was charged to operations with a corresponding increase to additional paid-in
capital.

(4) Ms. Seaman is currently not taking her salary and has accrued her salary
from January 1, 2004 through September 30, 2004 in the amount of $27,640 and
taxes of $2,073. Ms. Seaman commencing on October 1, 2004, waived all future
salary under her contract until such time as the Company's cash flow can sustain
such payments. The aggregate waived salary through December 31, 2004 of $17,500
was charged to operations with a corresponding increase to additional paid-in
capital.

(5) 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.


                                       34
<PAGE>

(6) On March 18, 2004, the Company hired Mr. Bonilla as a part time Chief
Financial Officer. Mr. Bonilla entered into an employment agreement with the
Company pursuant to which he was to receive an annual salary of $36,000. Mr.
Bonilla was paid $14,000 of his salary. In October 2004, Mr. Bonilla stopped
receiving his salary. Mr. Bonilla passed away on March 9, 2005.

(7) Mr. Bonilla, who passed away on March 9, 2005, was granted an option to
purchase 70,000 shares of the Company's common stock under the Company's 2004
Stock Plan at a purchase price of $0.47, for becoming the Chief Financial
Officer. The option was to vest equally each year over the next four years. On
November 1, 2004, Mr. Bonilla agreed to take an option, in lieu of his salary,
to purchase 50,000 shares of the Company's common stock at a purchase price of
$.25. This option vested 90 days from the date of grant and was to expire 5
years there from. Mr. Bonilla also served on the Company's advisory board for
which he was given an option each fiscal year to purchase 10,000 shares of the
Company's common stock for attending meetings. For fiscal year 2004, he received
an option to purchase 10,000 shares at a purchase price of $.70 per share.

(8) On March 18, 2004, the Company hired Eric Elgar as the Company's Chief
Technical Officer. Mr. Elgar entered into an employment agreement with the
Company in which he will receive an annual salary of $100,000. Mr. Elgar was
guaranteed employment for at least six months. For the year ended December 31,
2004 the Company has paid Mr. Elgar $57,408 in compensation. Mr. Elgar stopped
receiving his salary on October 31, 2004. . Mr. Elgar will not receive a salary
nor will he accrue his salary until the Company can afford to pay him.

(9) Mr. Elgar also was also granted the right to purchase 150,000 shares of the
Company's stock at $0.47 for becoming the Chief Technical Officer. The option
will vest fully one year from the date of grant. On November 1, 2004, Mr. Elgar
agreed to take an option, in lieu of his salary, to purchase 50,000 shares of
the Company's common stock at a purchase price of $.25. This option will vest in
90 days from the date of grant and will expire in 5 years.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               [Individual Grants]

<TABLE>
<CAPTION>
                          Number of securities    Percent of total
          Name                 underlying       options/SARs granted    Exercise or base     Expiration date
                          options/SARs granted     to employees in        price ($/Sh)
                                   (#)              fiscal year

           (a)                     (b)                   (c)                   (d)                 (e)
<S>                              <C>                      <C>                  <C>                <C>  <C>
William Bozsnyak CEO              60,000                  9%                   $0.77              5/21/09
Debbie Seaman
President                         60,000                  9%                   $0.77              5/21/09
                                  70,000                  10%                  $0.47              3/18/09
Noel Bonilla*                     10,000                  1%                   $0.70              5/21/09
CFO                               50,000                  7%                   $0.25              11/1/09
Eric Elgar                       150,000                 22%                   $0.25              3/18/09
CTO                               50,000                  7%                   $0.47              11/1/09
</TABLE>


**Mr. Bonilla passed away on March 9, 2005.


                                       35
<PAGE>

Director Compensation

      Directors who are employees of the Company do not receive any fees for
their service on the Board. During fiscal year 2004, the Board of Directors did
not receive compensation. However, in fiscal year 2004, each non-employee
Director received an option to purchase 10,000 shares of the Company's common
stock at a purchase price of $ .70 per share. The exercise price was determined
by using the midpoint between the bid and ask price of the Company's common
stock on the date of grant.


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, 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, 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.


      On March 18, 2004, the Company hired Eric Elgar as the Company's Chief
Technical Officer. Mr. Elgar entered into an employment agreement with the
Company in which he will receive, beginning April 1, 2004, an annual salary of
$100,000. Mr. Elgar is guaranteed employment for at least six months and he also
has been granted the right to purchase 150,000 shares of the Company's stock at
$0.47. The option will vest fully one year from the date of grant. For the year
ended December 31, 2004 the Company has paid Mr. Elgar $57,408 in compensation.
Mr. Elgar stopped receiving his salary on October 31, 2004. On November 1, 2004,
Mr. Elgar agreed to take an option, in lieu of his salary, to purchase 50,000
shares of the Company's common stock at a purchase price of $.25. This option
vested 90 days from the date of grant and will expire in 5 years there from. Mr.
Elgar will not receive a salary nor will he accrue his salary until the Company
can afford to pay him.

      Each employment agreement will be automatically extended each year unless
notice of termination thereof is received by either the employee or the Company.


                                       36
<PAGE>

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

The following table sets forth certain information, as of the date hereof, with
respect to the beneficial ownership of our common stock by each: (i) holder of
more than five percent (5%) of the outstanding shares of our common stock; (ii)
our executive officers and directors; and (iii) all our executive officers and
directors as a group. The Company's issued and outstanding voting securities at
the close of business on April 11, 2005, consisted of 28,485,033 shares of
common stock, $.0001 par value per share. Unless otherwise indicated, the
address of each of the named persons is care of SearchHelp, Inc., 1055 Stewart
Avenue, Bethpage, New York, 11714.

                                            Shares                Percentage
Name and Address                    Beneficially Owned (1)    Beneficially Owned
----------------                    ----------------------    ------------------
William Bozsnyak (2)                       4,413,438                 15.0%
Debbie Seaman (3)                          3,213,505                 11.0%
Joel San Antonio (4)                       5,515,000                 19.0%
Joseph Carrizzo (5)                        1,000,000                  3.0%
Eric Elgar (6)                               200,000                    *
Bioneutral Laboratories (7)                3,450,000                 12.0%
All directors and executive
 officers as a group (5 persons)          14,341,943                 48.0%
                                          ==========                 ====

* less than one percent

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

(2)      Includes an option to acquire 15,000 shares of common stock.

(3)      Includes an option to acquire 15,000 shares of common stock.

(4) Mr. San Antonio's address is c/o Warrantech Corporation, 350 Bedford Street,
Stamford, CT 06901. Includes an option to acquire 15,000 shares of common stock.

(5) Mr. Carrizzo's address is 35 Marie Drive, Huntington, New York 11743.
Includes an option to acquire 750,000 shares of common stock.

(6)      Consists of an option to acquire 200,000 shares of common stock.

(7) Bioneutral Laboratories Corp USA's address is c/o Reed & Smith, 599
Lexington Avenue, New York, New York 10022. Consists of 1,725,000 shares of
common stock and a warrant to acquire an additional 1,725,000 such shares, each
held in the name of Bio-Neutral


                                       37
<PAGE>

Item 12. Certain Relationships and Related Transactions

      In September 2004, William Bozsnyak the Company's Chief Executive Officer,
purchased an aggregate of 400,000 shares of the Company's restricted common
stock through a private sale, for a price of $.25 per share. The total purchase
price was $100,000.

      In September 2004, the Company issued 520,753 shares of its common stock
to William Bozsnyak the Company's Chief Executive Officer in consideration for
repayment of his loan to the Company for $130,188. Also in September 2004, the
Company issued 59,280 shares of the Company's common stock to Debbie Seaman, the
Company's President in consideration for repayment of her loan to the Company in
the amount of $14,820. The price was determined by using the imputed value of
the stock on the date of grant.

      At April 11, 2005, the Company was indebted to the Vice President, CEO of
the Company in the amount of $118,000. During the first quarter of 2005, the
Vice President/Chief Executive Officer made additional loans in the amount of
$93,000 to the Company. These advances are non-interest bearing. Mr. Bozsnyak
does not expect repayment of these advances until the Company has sufficient
cash flows to sustain operations for twelve (12) months.

Item 13. Exhibits and Reports on Form 8-K

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit No.       Description of Exhibit
-----------       ----------------------

<C>               <C>
3(i)              Agreement of Lease,  dated December 1, 2004,  between the Company and  Briarcliffe
                  Foundation,  Inc. ***

3(ii)             Articles of Incorporation of the Company* 3(ii) By-laws of the Company*

4.1               Specimen Common Stock Certificate of the Company*

4.2               Specimen Class A Warrant Certificate of the Company*

4.3               Specimen Class B Warrant Certificate of the Company*

10.1              Agreement of Lease, dated December 1, 2000, between the Company and Briarcliffe Foundation, Inc. *

10.2              Extension  of  Agreement  of Lease,  dated  March 18,  2002,  between  the  Company  and  Briarcliffe
                  Foundation, Inc. *

10.3              Form Lock-Up Agreement between the Company and non-public Stockholders*

10.4              Warrant  Agreement,  dated  January 22,  2003,  between the Company and American  Stock  Transfer and
                  Trust Company*
</TABLE>


                                       38
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.       Description of Exhibit
-----------       ----------------------

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

10.7              Form of Placement Agent Warrant*

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. **
</TABLE>


                                       39
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.       Description of Exhibit
-----------       ----------------------

<C>               <C>
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. **

14                Code of Ethics of the Company.**

21                List of Subsidiaries***

31.1              Certification  of Chief  Executive  Officer  and acting  Chief  Financial  Officer  required  by Rule
                  13a-14(a) under the Exchange Act. ***

32.1              Certification  Of Chief Executive  Officer and acting Chief Financial  Officer  pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002. ***

*                 Incorporated  herein by reference to the Company's  Form SB-2 filed with the  Securities and Exchange
                  Commission  (File No. 33-97687).

**                Incorporated herein by reference to the Company's Form 10-KSB
                  filed with the Securities and Exchange Commission on March 16,
                  2004.

***               Filed herewith.

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



Item 14.  Principal Accountant Fees and Services

Audit Fees:     Year ended December 31, 2003       $25,000

                Year ended December 31, 2004       $48,000
</TABLE>


                                       40
<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 Executive Officer,
            interim Chief Financial Officer, Vice President and Treasurer


Date: August 24, 2005
      ---------------------

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                       August 24, 2005
-----------------
     Debbie Seaman                President and Secretary


/s/ Joel San Antonio              Director                       August 24, 2005
--------------------
     Joel San Antonio



/s/ Joseph Carrizzo               Director                       August 24, 2005
-------------------
     Joseph Carrizzo


/s/ David Barnes                  Director                       August 24, 2005
----------------
     David Barnes

                                       41