UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the fiscal year ended: December 31, 2002


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

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

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

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

<TABLE>
<CAPTION>
<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


Title of each class                                                    Name of each exchange on which 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. [ ] 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-KSB
or any amendment to this Form 10-KSB. [X]


Issuer's revenues for its most recent fiscal year are $4,399.00.

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  computed  by  reference  to the  price of $.48  (initial  public
offering price) as of March 31, 2003 = $1,749,643.20.

The number of shares outstanding of each of the issuer's Common Stock, par value
$.0001 was 16,012,000 as of March 31, 2003,  the number or  outstanding  Class A
Warrants was 697,000 as of March 31, 2003 and the number or outstanding  Class B
Warrants was 697,000 as of March 31, 2003.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE



                                       2
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<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

PART I

     <S>        <C>                                                                                   <C>
      Item 1.     Description of Business................................................................4
      Item 2.     Description of Property...............................................................16
      Item 3.     Legal Proceedings.....................................................................16
      Item 4.     Submission of Matters to a Vote of Security Holders...................................16

PART II

      Item 5.     Market for Common Equity and Related Stockholder Matters..............................17
      Item 6.     Management's Discussion and Analysis or Plan of Operation.............................17
      Item 7.     Financial Statements..................................................................24
      Item 8.     Changes In and Disagreements With Accountants on
                  Accounting and Financial Disclosure...................................................47

PART III

      Item 9.     Directors, Executive Officers, Promoters and Control Persons;
                  Compliance With Section 16(a) of the Exchange Act.....................................48
      Item 10.    Executive Compensation................................................................50
      Item 11     Security Ownership of Certain Beneficial Owners and
                  Management and Related Stockholder Matters............................................51
      Item 12.    Certain Relationships and Related Transactions........................................52
      Item 13.    Exhibits and Reports on Form 8-K......................................................52
      Item 14.    Controls And Procedures...............................................................55
      Item 16.    Principal Accountant fees and services................................................55

EXHIBIT INDEX     ......................................................................................58

</TABLE>
                                       3
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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BACKGROUND

     SearchHelp,  Inc. (the "Company" or  "SearchHelp")  was incorporated in the
state of Delaware on September  5, 2001 and is a successor  to SH  Networks.com,
Inc.,   formerly  known  as  SearchHelp.com,   Inc.,  a  New  York  corporation,
incorporated  on January 29, 2001, and E-Com Marketing  Group,  Inc., a New York
corporation, incorporated on January 29, 1999. The Company is a start-up company
and the Company has  developed  and acquired a series of products and  services,
some of which are  Internet-based  and  others of which are to be sold in retail
outlets or through direct  distribution,  but all of which are intended to serve
families,  local  communities,  local  businesses  and  institutions  and  their
economic  well-being.  Several  of  the  Company's  products  and  services  are
currently  available  and others  are in the final  stages of  development.  The
Company is initially  focusing its marketing efforts on its S.P.I.K.E.  software
product.

     THE COMPANY'S WEB SITE. In February 2001,  the Company  created its own web
site, at  WWW.SEARCHHELP.COM,  which  provides a format to allow users to gather
information  about their local  communities and provides a platform to market or
display its other products and services. Since that time the Company has further
enhanced  and  developed  its web site to be ready  for its other  products  and
services.  Its web  site  will  become  fully  operational  upon  completion  of
development of its other products and services.

     The  Company  has  also  developed  a  web  site  template  product  called
"Community Builder." This product was designed for local communities that have a
need for an  interactive  site  that  will be  adaptable  to the  needs of their
community.  The Company's technology allows the community to control the content
of their  Community  Builder web sites and also to display  their content on the
SearchHelp web site. The Company's first Community  Builder web site for Central
Islip,  New York,  located  in  Suffolk  County  on Long  Island,  is  currently
operational.  The Community  Builder template was completed in December 2002 and
became available for customer use in February 2003.

     THE COMPANY'S  OTHER  PRODUCTS AND  SERVICES.  In addition to its web-based
products and  services,  the Company is offering  products for parents to better
care for their children,  namely,  S.P.I.K.E. and Child Shield.  S.P.I.K.E. is a
software package designed to enable parents to monitor their child's behavior on
the Internet. The Company has an exclusive license for S.P.I.K.E. The Company is
in the process of developing  S.P.I.K.E.,  which will be ready for  distribution
and sale by the end of May 2003.  Child Shield is an emergency  response  system
for missing children. The Company acts as a distributor for Child Shield.

     The Company intends to assist communities  nationwide by offering strategic
advice for economic development in problem areas such as unemployment,  housing,
education  and  transportation.  The  Company  recently  entered  into its first
Economic  Development  Consulting  Agreement  with the Oyster  Bay-East  Norwich

                                       4
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School  District to assist them in developing an Internet Cafe for its community
and  schools.  SearchHelp  is  currently  assisting  the school  district in the
setting-up of an educational  technology  program and seeking a local company to
sponsor the school district to pay its fee.

     The Company offers advertising space on both its own web site and the local
Community  Builder web sites to businesses  and  organizations.  This product is
completely  developed and is currently being marketed  through the Central Islip
Community Builder web site.

     The Company also has  completed  development  of a  classified  advertising
service  for  employment  and other  business  opportunities.  This  product  is
currently being marketed as a feature of the Community Builder web site.

     The Company has also developed other products and services  described later
in this section.  Except for the Company's  insignificant  revenues from its web
site hosting  service,  the Company  currently has no revenues from its products
and services.

     In addition to  marketing  the  Company's  products  and  services  through
conventional  channels,  the  Company  has  developed  what  it  believes  is an
innovative   approach  to  utilizing   relationships   with  schools  and  other
not-for-profit  organizations to generate interest and to share in the Company's
revenues for products and services sold utilizing their resources.

CURRENT FINANCING TRANSACTIONS

     On September 23, 2002 the Company filed a Form SB-2 Registration  Statement
with the Securities and Exchange Commission ("SEC"),  file No. 33-97687 to raise
up to $4,000,000.  The effective date of the Company's  initial public  offering
("IPO") was January 22, 2003.  The IPO  commenced on such date and was scheduled
to close on April 30, 2003. The Company will file a Post-Effective  Amendment to
the Form SB-2 Registration  Statement with the SEC to extend the IPO to June 30,
2003. The IPO is a best efforts  offering with no required  minimum amount to be
raised.  Robert M. Cohen & Co.,  Inc. (the  "Placement  Agent") is the placement
agent for the IPO. Through the IPO, the Company is offering 8,000,000 units (the
"Units"), at a purchase price of $0.50 per Unit. Each Unit consists of one share
of common stock,  $.0001 par value (the "Common Stock"),  one class A warrant to
purchase a share of Common Stock at $0.75 per share for an exercise  period of 5
years ("Class A Warrants") and one class B warrant to purchase a share of Common
Stock at $1.75 per share for an exercise period of 7 years ("Class B Warrants").
The Company will pay the Placement  Agent a commission of 10% of the proceeds of
all Units placed by the Placement  Agent and  non-accountable  expenses of 3% of
the proceeds of all the Units placed by the  Placement  Agent.  The Company will
also  compensate  the  Placement  Agent by giving it  warrants to purchase up to
800,000 Units at a purchase price of $.985 per Unit for an exercise  period of 5
years,  which means the Placement Agent will receive one Placement Agent warrant
to purchase one Unit for every 10 Units sold by the  Placement  Agent.  Upon the
exercise of a warrant and the payment of the exercise price, the Placement Agent
will acquire one share of Common Stock,  a class A warrant to purchase one share
of common stock at a purchase price of $.985 per share for an exercise period of
5 years and a class B warrant to purchase one share of common stock  exercisable


                                       5
<PAGE>
at a purchase  price $2.285 per share for an exercise  period of 5 years.  As of
March 31,  2003,  the  Company  has sold  697,000  Units for a total of $348,500
raised and the Company has paid the Placement Agent $34,850 in commissions.

OTHER FINANCING TRANSACTIONS

     In October 2002,  the Company  raised  $25,000 for  operations by issuing a
promissory  note  bearing  interest at 10% per annum,  plus an  approximate  10%
penalty  interest  if not paid  when  due.  This  note,  together  with  accrued
interest, was due February 2003.

     In July 2002,  the  Company  raised  $50,000  for  operations  by issuing 2
promissory notes each bearing interest at 10% per annum, plus an approximate 10%
penalty  interest  if not paid when due.  These  notes,  together  with  accrued
interest, were due in November 2002.

     In May 2002,  the  Company  raised  $75,000  for  operations  by  issuing 3
promissory  notes,  each bearing interest at 10% per annum,  plus an approximate
10% penalty  interest if not paid when due.  These notes,  together with accrued
interest, were due in September 2002.

     Commencing in December 2001 through  February  2002,  the Company raised an
additional $325,000 of operating capital by issuing 13 $25,000 promissory notes,
each bearing interest at 10% per annum.  Each of the 13 notes is payable in full
on the 60th day following its issuance. Each noteholder has the right to acquire
10,000 shares of common stock at a price of $.01 per share if his or her note is
not  repaid in full,  together  with  accrued  interest,  on the due date and an
additional  5,000  shares of common  stock at a price of $.01 per share for each
month  thereafter  that the note is not repaid in full. As of December 31, 2002,
none of these notes were repaid and, as a result,  these  noteholders  were then
entitled to purchase  780,000  shares of common stock for an aggregate  price of
$7,800.  Prior to December  31, 2002,  an aggregate of 310,000  shares of common
stock have been  purchased by noteholders  for $3,100.  As of March 31, 2003, an
additional  5,000 shares of common stock have been purchased by a noteholder for
$50. Three notes, aggregating $75,000, have been repaid on March 5, 2003.

     In  September  2001 and  October  2001,  the  Company  raised  $50,000  for
operations by issuing  promissory notes bearing interest at 10% per annum,  plus
an approximate 10% penalty interest if bot paid when due. These notes,  together
with accrued interest, were repaid in full in February 2002.

     All of the above-referenced  notes were raised by a placement agent, Robert
M. Cohen & Co, Inc. who received a 10% commission on the amount raised.

EMPLOYEES

     The Company currently has 4 full-time professional,  technical, and support
personnel.  The Company  anticipates hiring 3 additional  full-time employees in
the next year,  provided that the Company raises  sufficient funds in its IPO to
enable it do so.

PRODUCTS AND SERVICES

THE FOLLOWING ARE THE COMPANY'S PRODUCTS AND SERVICES:

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<PAGE>
     A.  THESE  PRODUCTS  AND  SERVICES  ARE  EITHER  IN  THEIR  FINAL  STAGE OF
DEVELOPMENT OR IN THEIR FINAL TESTING STAGE.

     1.   SECURE PROTECT IDENTIFY KIDS EVERYWHERE (S.P.I.K.E.)

     S.P.I.K.E.  is a software  product  that  SearchHelp  is in the  process of
developing.  The Company anticipates that it will launch and sell the product by
May 2003.  SearchHelp does not own the  technology.  SearchHelp has an exclusive
license agreement with eDocusign, Inc. SearchHelp owns the trademark on the name
S.P.I.K.E. and owns the trademark on the look and feel of the character known as
S.P.I.K.E.  SearchHelp will manufacture, market and distribute S.P.I.K.E. in the
retail market. We intend that the retail price for S.P.I.K.E. will be $34.95.

     This  software  package is  designed  to enable  parents  to monitor  their
child's  behavior  on the  Internet.  It is  expected  to block and  filter  out
inappropriate web sites on AOL, Netscape and Internet  Explorer.  Key words will
be used to block sites, similar to blocking channels for family viewing on cable
television. S.P.I.K.E. has its own custom browser and custom permission security
levels for all users which allows parents to control the Internet  access levels
for  different  age users by  providing a password.  The  application  will also
monitor  children's  Internet  communications.  It  will  highlight  the  use of
inappropriate  language,  log the  screen  names of the  individuals  with  whom
children are instant messaging,  and filter potentially  inappropriate  personal
discussions through the use of artificial intelligence.

     2.   AUTOBROKER SOFTWARE

     The Company has developed a software  application  called the "AutoBroker."
This  product  was  recently  completed  and will be  tested  by local  used car
dealerships. Testing should be completed by May 2003 and the Company expects the
product then to be available for  marketing.  The product will be available as a
download from the SearchHelp web site and through the Community Builder template
product. This product provides auto dealers the ability to upload their existing
auto inventory into the AutoBroker application. From the application the dealers
can automatically add their inventory to SearchHelp's auto classifieds  section,
thus giving their business additional exposure for their inventory. In addition,
the  application  provides the  business  with  tracking,  updating and printing
capabilities for their inventory.

     B.  THE FOLLOWING PRODUCTS AND SERVICES ARE COMPLETED AND TESTED:

     3.   CHILD SHIELD

     The Company  entered in to a distribution  agreement  with  Protect-A-Child
America,  a distributor of Child Shield,  in May 2002.  Pursuant to the terms of
the  agreement,  SearchHelp  will market the Child Shield  product.  The Company
recently  presented  Child Shield at the National PTA Convention in Texas. As of

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October 2002, the Company began  marketing  Child Shield through a mail campaign
directed towards a group of PTAs that attended the 2002 National PTA Conference.
The Company is currently in the process of  reevaluating  the  effectiveness  of
this product.

     Child Shield kits are sold through  distributors who  independently  market
and sell the product.  SearchHelp is an independent  distributor of Child Shield
and does not own or manufacture the product. Child Shield has 2 components:  (1)
to reduce the number of lost, missing, abducted, and runaway children in America
by providing parents with simple, easy-to-follow educational materials that will
provide their children with important  knowledge that can help to prevent such a
tragedy,  and (2) to  offer  victim  parents  and law  enforcement  agencies  an
all-inclusive source for immediate  assistance in distributing  information that
is vital to the recovery effort of a missing child. If a Child Shield registered
child should ever become  missing,  the Child Shield  product is designed to act
immediately by providing both local and  far-reaching  assistance to the child's
family and to the police agency handling the investigation.

     The emergency  response  component is based on parents  sending a videotape
and a photo of their  child to register  the child's  video and photo with Child
Shield.  In the event of a missing child,  the Child Shield  emergency  response
will work  together with local law  enforcement  officials and use the video and
picture to help find the child.

     The current price is $34.95. As a distributor, SearchHelp is compensated as
follows:  $5 for each of the first 499 unit sales;  $10 for each of the next 500
unit sales; $12.50 for each of the next 1,500 unit sales; and $15 for every sale
above 2,500 units.  To date the Company has not made any sales of this  product.
The  Company's  first  mailing  was sent to a small  target  audience of 300 PTA
members in  September  2002.  The Company  followed up with  another  mailing in
October 2002.

     4.   ECONOMIC DEVELOPMENT PROGRAM

     The Economic  Development Program is fully designed,  but has not generated
revenues because the Company has just started this program in November 2002. The
Company cannot predict when it will receive revenues from this program.

     The  Company  intends  to  assist   communities   nationwide   through  its
partnership with National  Economic  Development  Advisors,  LLC ("National") by
offering  strategic  advice for economic  development  in problem  areas such as
unemployment,  housing,  education  and  transportation.  National will act as a
consultant in connection with the Company's program for a three-year period. The
Company will pay National 55% of any profits generated as a result of consulting
with nonprofit organizations.

     Through  the  Company's  program,   the  Company  will  offer  guidance  to
communities  seeking funding sources and grant  opportunities.  The Company will
also  help  create  not-for-profit   organizations  (if  none  exist)  in  these
communities  to implement  its  strategic  plan.  Fees will either be at a fixed
rate,  starting at $5,000,  or will be calculated on a time and materials basis,
depending upon the economic development needs of the community.

                                       8
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     SearchHelp  recently  entered  into  an  Economic  Development   Consulting
Agreement with the Oyster  Bay-East  Norwich  School  District to assist them in
developing  an  Internet  Cafe for its  community  and  schools.  The Company is
currently  assisting the school  district in the  setting-up  of an  educational
technology  program  and  approaching  a local  company  to  sponsor  the school
district to pay its fee.

     5.   WEB SITE HOSTING

     The Company  recently  completed  and began  marketing its web site hosting
product.  Since  September  2002 the Company  has signed up 90-web site  hosting
customers.  The Company's revenues have averaged between $500 to $550 per month.
The Company offers three basic plans: Value Plan for $13.95 per month,  Standard
Plan for $19.95  per month and an  E-Commerce  Plan for  $44.95  per month.  Web
hosting is a service that is widely available by various providers. However, the
Company's  approach of marketing this product to local small businesses  through
its Community Builder web site product,  its chamber of commerce program and its
reseller program  differentiates the Company from its competition.  To assist in
its marketing efforts, SearchHelp will offer chambers of commerce, resellers and
local townships a small economic incentive for each sale.

     6. "COMMUNITY BUILDER" TEMPLATE WEB SITE

     The Community  Builder template product was recently  completed in December
2002 and is currently being used in Central Islip, New York, which is located in
Suffolk  County on Long Island.  The Company is actively  engaged in discussions
with other towns and communities to provide them with the Community  Builder web
site and its other related products.

     The Community Builder template is a web site template software package that
the Company has developed  which it will use as a prototype web site for each of
the communities that hire the Company to build their web site. It is a templated
web site because the engine for the technology  that drives the web sites is the
same for all  communities.  The software has been built as a template which will
allow the Company to customize a web site for each  community.  The Company will
offer a number of  choices in terms of design and color  scheme.  The  Company's
programmers  will do the programming  in-house at SearchHelp and SearchHelp will
host the Community Builder template web sites on its servers.

     The Company's  technology allows local towns and communities to control the
content for their own Community Builder web site and to display their content on
the  SearchHelp  web site.  Communities  can  promote  SearchHelp  products  and
services  and  receive a share in its  revenues  from the sales  generated.  The
Company  will  link  the  community  web  sites to the  SearchHelp  web site and
allowing  users of either web site to have access to the  content  from both web
sites.  The  product  is  flexible  in that it can also be  offered  to  smaller
populations such as nonprofit organizations or chambers of commerce.

     Central  Islip is the  first  community  that is using  this  product.  The
Company designed and donated the Community Builder template web site to the town
of  Central  Islip  (WWW.CENTRALISLIP.ORG) to  serve  as its first beta test web

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site. The template involves extensive programming which connects directly to the
SearchHelp  database in order to duplicate  events and  information  on both web
sites.

     Future community web sites will be developed and hosted by SearchHelp for a
fee. The Company will offer all communities  SearchHelp's  products and services
and  return  20% of all  revenues  derived  from  that  site to that  particular
community.  The Community  Builder  template is built as a modular system.  This
allows for reduced  costs for future  community  sites.  The  community  will be
charged a one-time fee of approximately  $2,000 to $5,000 for the development of
a unique  web  site  look for  their  community  and a  monthly  hosting  fee of
approximately  $50 to $100.  By  building  the  community  template as a modular
system,  the  Company  can  easily  create a unique  community  design  for each
customer and integrate the new look with the technology that drives the back-end
module.  This provides an affordable and  interactive  product for the community
while helping to maximize  SearchHelp's profit.  Because the Company has not yet
begun a broad marketing campaign for this product,  at this time the Company can
not determine whether it will be successful.

     Many local  communities may already have a web site.  However,  the Company
anticipates  that  lower  income and  working  class  communities  will seek its
Economic  Development  services and they will be less likely to have a web site.
The  Community  Builder  template  web site is  therefore  directly  linked  and
marketed with the Company's Economic Development Program.

     7.   CLASSIFIED ADVERTISEMENTS

     SearchHelp  Classified  Advertisement  product is currently complete.  This
product is currently  being used by Central Islip in its  Community  Builder web
site and is being marketed to other towns and communities.

     Users of the  classified  advertisements  can list items they have for sale
according  to specific  categories.  All  entries  run for 30 days.  The user is
prompted to renew  within 5 days of the ad  expiring.  Images can be uploaded to
help sell an item.  The fee for this service is $10 for the first 30 days and an
additional $5 after the initial 30 day period for up to 60 additional  days. The
Company  will offer  unlimited  listing for autos for $199 per 60 days or $999 a
year to used car dealers. Categories include real estate, autos, computers, home
merchandise,  pets,  marine,  business  opportunities  and job/career  listings.
Listing employers or agencies will be able to post up to two job openings for 30
days at a cost of $79. Renewals will cost $29 for each additional 30-day period.
Companies  can post 5 to 12 job  openings  for $199 for 30 days and $79 for each
additional 30-day period.  Companies or agencies can buy access for an unlimited
amount of job postings for 1, 3, 6 and 12 month periods for $249, $498, $949 and
$1,850 respectively.

     8.   ONLINE ADVERTISING ON WWW.SEARCHHELP.COM
                                ------------------

     The Company has developed a range of advertising  opportunities for its web
site.  All  these  advertising  products  have been  created.  This  product  is
currently  being used by Central Islip in its Community  Builder web site and is
being marketed to other towns and communities.

                                       10
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                  a) Run-of-the-site display and banner ads - These are ads that
display throughout the site. Prices range from $75 to $300 per month.

                  b) Run-of-the-site roll down banner ad - This type of ad
enlarges from a 468x60-pixel ad to a 468x370-pixel ad. It enlarges by rolling
down similarly to a movie screen when a user rolls over the banner ad with their
mouse. Prices will range from $125 to $320 per month.

                  c) Industry targeted sponsor ads - These ads are customized
and can resemble newspaper ads. There are eight industry categories from which
to choose and they are constantly visible for the entire length of the ad. The
price for this service will be $150 per month or $240 for 3 continuous months.

                  d) Pop-up billboard ads - These ads appear every time a viewer
visits the site. The price for this service starts at $80 per month.

                  e) Menus On-line - The Company will offer restaurants the
ability to include their menu with their business listing. Restaurants will be
able to fax, upload or mail them to the Company. There will be 4 different
programs to choose from. Packages range in price from $90 to $240 per year.

                  f) On-line Coupons - The Company intends to offer merchants
the ability to post coupons to their business listing, the coupon section and
the local web site section (if the merchant has a web site) for one price. The
coupon is expected to be able to be changed as often as the merchant would like.
The Company's streamlined creation tool allows the merchant to create a coupon
from scratch or upload an existing coupon. Prices start at $39 per month.

                  g) Industry targeted sponsor links - These are text links that
reside on the same category-specific pages as the sponsor ads. The links are
constantly visible and direct viewers to the sponsor's site or ad. They are
expected to be an inexpensive form of creating strong name recognition within a
community. The price for this service is $50 per month.

     On-line advertising is available on most web sites,  however, it is usually
expensive  or too broad in its scope of coverage  for small  businesses.  On the
Company's web site and  community  template  site,  the  advertising  is locally
targeted  and has been  priced so that it is  affordable  for small  businesses.
These products will be marketed from local  chambers of commerce,  townships and
the Company's  Economic  Development  Program  directly to their local  business
community.

     9.   PDA COMPATIBLE CORPORATE CALENDAR

     The Company's PDA Compatible  Corporate  Calendar  product is developed and
completed.  This  product  is  currently  being  used by  Central  Islip  in its
Community Builder web site and is being marketed to other towns and communities.

     The  Company's  PDA  compatible  virtual  calendar  product  is  located on
WWW.SEARCHHELP.COM.  Businesses can sign up for the product  directly on the web
site  and then  gain  access  to their  corporate  calendar  by a user  name and

                                       11
<PAGE>
password security.  The technology was built into the SearchHelp web site. It is
not downloaded  from the  SearchHelp  web site nor is it a software  application
that is sold separately.

     This PDA offers businesses a calendar  application where they can add their
corporate logo and  incorporate  their company colors and style.  Employees will
have password-protected access to a corporate branded calendar from any location
where there is Internet  access.  They will be able to schedule  meetings,  send
reminders,  access their contact list, e-mail and a to-do-list,  and synchronize
the  calendar  with their hand held  devices.  The price for the product will be
based on the number of users per company  using the  service,  but will start at
$7.95  per  month for up to two  users  and  $59.95  per  month  for plans  that
accommodate more than 30 users.

MARKETING

     The  Company  will  primarily  focus  its  initial   marketing  efforts  on
S.P.I.K.E.,  its  online  monitoring  software  for  families  since  management
believes that S.P.I.K.E has the best prospects of the Company's various products
to provide short term revenues for the Company and its  operations.  In order to
reach the targeted audience for S.P.I.K.E.,  the Company has been and intends to
continue to approach corporate sponsors,  schools and retailers, to attend trade
shows and to  conduct  satellite  media  tours.  The  Company  also  intends  to
advertise S.P.I.K.E. in print publications.  The Company still intends to pursue
developing and marketing its other products and services;  however,  the success
of the  S.P.I.K.E.  software  and the  amount  of funds  raised  in the IPO will
determine  when,  how and if each of the Company's  other  products and services
will be marketed.

     In order  to  attract  schools  as  marketing  partners  for the  Company's
products and  services,  the Company  will offer  public and private  schools an
on-line interactive  calendar.  The Company has a database of schools throughout
the country that it will target. The full-page calendar displays school meetings
and activities,  newsletter  information  and it links to school web sites.  The
school can also email the calendar to the  students'  families in a text format.
An  authorized  person  is  required  to sign  up the  school  for the  program.
Information is added to the calendar from a secure password-protected system.

TECHNOLOGY

     SearchHelp's computer system is currently built on Microsoft's Windows 2000
Server technology.  Each rack-mounted server contains Dual Intel PIII CPU's with
at least 512mbs of RAM. The database system contains  redundant  servers working
together  to  deliver  high  quality  performance.  The  storage is housed on an
external RAID array system that allows multiple servers to share the data all at
one time. Management believes this technology provides a more stable environment
and eliminates downtime due to hardware failure.

WEB SITE

     William Bozsnyak and Debbie Seaman,  the Company's  founders and 2 of its 4
full-time  employees  created the SearchHelp web site. The Company also utilizes
the services of 2 independent contractors who designed and maintain its web site

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<PAGE>
and  develop  its  computer  programming.  The web site runs from the  Company's
servers  in two  locations.  The main  server  is  located  in a data  center in
Commack,  New York. A back-up server and  development  server are located in the
Company office in Bethpage, New York.

     The Company's web site was designed around local communities connected by a
customized national network. In addition to the Company's community and business
based web site programs,  the Company  provides for the consumer a place to find
regional  information  and  entertainment.  The Company  also  offers  users the
ability to check their personal e-mail, as well as classifieds,  event listings,
personal calendar and personal folder.

     To add quality content,  increase traffic and hold down advertising  costs,
the Company  intends to form  strategic  alliances  to develop  content and make
barter  marketing  arrangements  with various local media  companies,  community
organizations,  banks, credit card companies,  local school districts,  national
associations, tourism bureaus and chambers of commerce. In addition, the Company
intends  to work with other  on-line  entities  that wish to enhance  and extend
their brand,  obtain additional traffic,  generate new revenues,  offer benefits
and/or  provide  localized  information  services.  A wireless  web presence for
SearchHelp  content is also planned,  as this will allow the Company "on the go"
viewers  uninterrupted  access.  The Company also intends to offer  multilingual
content, reaching out to the growing population of non-English speaking Internet
users and thus increasing viewership.

MATERIAL AGREEMENTS

     The Company has entered into the 7 material agreements described below.

     1.   On November 26, 2001, the Company entered into an Internet Advertising
Agreement with Lifetyme,  Inc., a Delaware  corporation  ("Lifetyme") that sells
nonprescription  vitamins.  Lifetyme  expects to advertise on the  Company's web
site and in certain of the  Company's  marketing  materials in order to increase
its brand  recognition and to increase  sales.  Lifetyme will pay the Company an
advertising  fee which will be  determined on a per project  basis.  The initial
term of the agreement is 18 months,  but the Company has the right to extend the
term for an  additional  18  months.  The  Company  continues  to  evaluate  its
relationship  with  Lifetyme.  The  Company  is  uncertain  at this time if this
agreement will be extended.

     Upon execution of the agreement,  the Company granted Lifetyme the right to
purchase 500,000 shares of common stock for a purchase price of $.001 per share,
a total of $500.  The fair  value of the  securities  at the time the  right was
issued  was $.09 per  share as  determined  by using  the  Black-Scholes  Option
Pricing  Model for  determining  fair  value.  Lifetyme  assigned  this right to
certain of its shareholders who exercised the right immediately.  If the Company
extends the term of the agreement,  Lifetyme and/or its  shareholders  will have
the right to purchase up to an additional 500,000 shares of the Company's common
stock for a purchase  price of $.001 per share,  a total of $500. If the Company
extends the  agreement,  the excess of the fair value of the  securities  issued
over the $500 purchase price, if any, will be charged to operations.


                                       13
<PAGE>
     Because  Lifetyme is still a development  stage company,  the  arrangements
between the Company and Lifetyme may never go into effect.  In addition,  as the
Company and Lifetyme further develop, the arrangements may change.

     2.   On December 20,  2001,  the Company  entered into a Teaming  Agreement
with National Economic Development  Advisors,  LLC, a New York limited liability
company ("National").  National is an expert in community development and serves
as a consultant to  not-for-profit  organizations.  The Company engaged National
for  3  years  as  a  consultant  in  connection  with  the  Company's  Economic
Development  Program and will pay National 55% of any net profits generated as a
result  of  National's  services.  Martin R.  Cantor  and Noel C.  Bonilla,  the
principals of National, are both members of the Company's Advisory Board.

     3.   On December 15, 2001, the Company entered into a Software  Development
and Rights Transfer  Agreement with Benjamin  Kolts, an independent  consultant.
Mr. Kolts assists the Company in web site programming,  applications and design.
The Company pays Mr. Kolts an hourly fee of $25. Mr. Kolts does  business as ESP
Interactive.

     4.   On  December  26,  2001,  the  Company  entered  into a one-year  Data
Products  License  Agreement with Acxiom  Corporation,  an Arkansas  corporation
("Acxiom"), to provide the Company's web site with a telephone directory for use
by the Company's customers. The Company pays Acxiom a monthly fee of $6,500. The
agreement will automatically  renew for additional one-year periods. To date the
Company  has not paid any  monthly  fees since the  database  that  Acxiom  will
provide the Company is not yet  complete.  Acxiom has  currently  updated  their
system and sent the Company new files with corrected data. The Company is in the
process of ensuring the data is correct.

     5.   On May  14 ,  2002,  the  Company  entered  into  a  3-year  marketing
agreement with Protect-a-Child America.  Protect-a-Child America is a registered
agent for Child Shield USA which sells Child  Shield kits  through  distributors
who independently  market and sell the product.  SearchHelp is now a distributor
of Child  Shield.  Child  Shield has 2  components:  (1) to reduce the number of
lost,  missing,  abducted,  and runaway children in America by providing parents
with  simple,  easy-to-follow  educational  materials  that will  provide  their
children with important  knowledge that can help to prevent such a tragedy,  and
(2) to offer victim parents and law enforcement agencies an all inclusive source
for  immediate  assistance  in  distributing  information  that is  vital to the
recovery  effort of a missing child. If a Child Shield  registered  child should
ever become missing,  the Child Shield product is designed to act immediately by
providing  both local and  far-reaching  assistance to the child's family and to
the police  agency  handling  the  investigation.  Pursuant  to the terms of the
agreement,  SearchHelp  will  market the Child  Shield  product.  SearchHelp  is
compensated as follows: $5 for each of the first 499 unit sales; $10 for each of
the next 500 unit sales;  $12.50 for each of the next 1,500 unit sales;  and $15
for every sale above 2,500 units.  Renewals of membership will be deemed to be a
sale  of a  unit  for  purposes  of  determining  SearchHelp's  commission.  The
agreement will automatically renew for additional one-year periods.

     6.   On June 6,  2002,  the  Company  entered  into a  5-year  License  and
Distribution Agreement with eDocusign,  Inc., a Delaware corporation,  to be the


                                       14
<PAGE>
exclusive licensee to manufacture,  package, promote, advertise, market and sell
the Secure Protect  Identify Kids  Everywhere  (S.P.I.K.E.) in the United States
through December 31, 2003 and the non-exclusive licensee thereafter for the term
of the agreement.  Under the agreement,  the Company will pay eDocusign  $50,000
within 45 days after the close of the IPO and $4.00 for each S.P.I.K.E.  product
the Company sells. The agreement does not have any renewal terms.

     7.   On October 18, 2002, the Company  entered into a Consulting  Agreement
with the Oyster  Bay-East  Norwich  School  District to assist in organizing and
creating a special purpose company to perform not-for-profit technology training
services for the  education of its  students.  Under the  agreement,  the school
district  will pay the Company a consulting  fee of $5,000,  which is subject to
securing the necessary financing.

PUBLIC SERVICE

     The  Company  intends  to  help  local  communities  by  assisting  them in
promoting the  attractions  and benefits  within the communities by working with
all of their existing  resources,  including  nonprofit  organizations and local
public schools.

     The Company expects to provide  nonprofit  organizations  with resources to
better reach their targeted population locally and nationwide through its online
services and to allow them to add and edit  information at their own convenience
from a secure password protected environment.

     The Company will also work  closely with local school  systems by providing
them with a school  calendar  program.  Both public and private  schools will be
able to add and edit  information  in a secure  password  protected  environment
which can be accessed by authorized individuals from the school.

     Local and national  nonprofit  organizations  also need a comprehensive and
centralized  on-line  location where they can inform the public and market their
programs.  SearchHelp intends to provide this service to these groups and, in so
doing,  will  generate  exposure  for both the  nonprofit  organization  and the
SearchHelp brand name.

COMPETITION

     The Company's competition on the Internet comes from three areas. The first
is other small  business  solutions  providers.  The second is major  nationwide
portals,  such as CitySearch,  Yahoo and AOL. The third is the hundreds of local
web sites around the country which are dedicated solely to an individual city or
region.  The  nationwide  portals  concentrate  mainly on major cities and large
suburban population  centers.  The information they provide is generic for small
businesses or communities  that are unable to do business with these  nationwide
portals  since it is too  expensive to advertise on their web site and their web
sites lack the small local community nature.

     The local or regional web sites  throughout the country  provide good local
information,  but have many  limitations.  The local sites are typically  poorly
publicized  and have a narrow  focus  providing  content  only on one  localized

                                       15
<PAGE>
region.  Viewers  may have to exit the site to locate  information  about  other
areas or simply to find  movie  schedules,  financial  content,  sports or other
generic  content.  Like  their  nationwide  portal  counterparts,  many of these
regional sites have a prohibitive cost structure.  One of the major reasons both
portal types are cost  prohibitive  for small  businesses and communities is the
expense associated with having a sales force.

     The  Company's  non-Internet  competition  are local  offices  of  economic
development  across the  country and other  companies  offering  small  business
solution  products that are similar to the Company's  services and product line.
The  majority of local  offices of economic  development  are  considered  to be
understaffed and they are largely unable to meet the needs of their communities.
Throughout  the  country  there  are  companies   offering   products  to  small
businesses.  The  Company  intends to provide  products  and  services  that are
affordable  and  practical.  SearchHelp  also  has its web  site as an  Internet
feature for additional  marketing  exposure that  non-Internet  based businesses
cannot provide.

     SearchHelp  has  both  Internet  and  non-Internet   capabilities  and  the
Company's  web site  combines  aspects  of both the  nationwide  portal  and the
localized web site community. The Company will allow viewers to surf from region
to  region  with  ease  and  will  offer  local  content,  as  well  as  generic
information.  The  Company  expects  to be  able  to  manage  overhead,  due  to
community-based programs and other distribution channels, while also keeping the
Company's  products and services within the average budgets of small  businesses
in the United States.

ITEM 2. DESCRIPTION OF PROPERTY.

     The Company is leasing an executive  office located at 1055 Stewart Avenue,
Suite  12,  Bethpage,  New  York  11714.  The term of the  lease is three  years
beginning on December 1, 2000.  The rent for the premises is $1,082 per month or
$12,984 per year.

ITEM 3. LEGAL PROCEEDINGS.

None.

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

None.

                                       16
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     On September 23, 2002 the Company filed a Form SB-2 Registration  Statement
with the Securities and Exchange Commission,  file no. 33-97687,  to raise up to
$4,000,000.  The effective date of the Company's initial public offering ("IPO")
was January 22, 2003.  The IPO  commenced on such date and is scheduled to close
on April 30, 2003. The IPO is a best efforts  offering with no required  minimum
amount to be raised.  Robert M. Cohen & Co., Inc. is the placement agent for the
IPO. Through the IPO, the Company is offering 8,000,000 units (the "Units"),  at
a purchase  price of $0.50 per Unit.  Each Unit  consists of one share of common
stock, $.0001 par value (the "Common Stock"),  one class A warrant to purchase a
share of Common Stock at $0.75 per share (the "Class A Warrant") and one class B
warrant  to  purchase a share of Common  Stock at $1.75 per share (the  "Class B
Warrant").  As of March 31, 2003, the Company has sold 697,000 Units for a total
of $348,500 raised. $34,850 in commissions was paid to the placement agent and a
$7,500 fee was paid to establish an IPO escrow  account  leaving net proceeds of
$306,150. Of the $306,150,  the Company used approximately  $198,153 as follows:
$84,377 to repay a portion of the Company's debt,  including  interest,  $50,000
for accounting and legal fees and $63,776 to pay down accounts payable.

     The Company  intends  that the Common  Stock,  the Class A Warrants and the
Class B Warrants will be listed on the OTC Bulletin Board. After the IPO closes,
the  Common  Stock,  the Class A  Warrants  and the Class B  Warrants  will each
receive a trading symbol.

     At March 31,  2003,  there were  approximately  50 holders of record of the
Common  Stock,  approximately  9 holders of record of the Class A  Warrants  and
approximately 9 holders of record of the Class B Warrants.

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

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

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

                                       17
<PAGE>
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)  ability  to  complete  and sell the  Company's  products  and
services,   (b)  prevailing   economic   conditions   which  may   significantly
deteriorate,  thereby  reducing  the  demand  for  the  Company's  products  and
services,  (c) regulatory or legal changes  affecting the Company's  business or
(d)  ability to secure  necessary  capital for general  operating  or  expansion
purposes.  Should  one or more of these  or any  other  risks  or  uncertainties
materialize  or  develop  in a manner  adverse  to the  Company,  or should  the
Company's underlying assumptions prove incorrect,  actual results of operations,
cash flows or the Company's  financial  condition may vary materially from those
anticipated, estimated or expected.

PLAN OF OPERATION

     Management has determined  that,  based upon an assumption that the Company
earns no revenues during the 12 month period  following the  commencement of its
initial public  offering,  the Company will need $1,030,000 in order to fund the
Company's  operations  for that  period,  and,  thus,  given the expenses of the
offering and the amounts  required to pay  outstanding  debts and expenses,  the
Company will need to raise at least $2,400,000 in its initial public offering to
have this $1,030,000 available. As of March 31, 2003 the Company has raised only
$348,500 in its IPO which is  scheduled  to  terminate  on April 30,  2003,  the
Company is filing an amendment to its Registration  Statement in order to extend
the  termination  date to June 30,  2003.  See "Current  Financing  Transaction"
below. The $2,400,000 will be expended as follows:  placement agent  commissions
of $240,000 and offering  expenses of  $300,000,  accrued  expenses of $250,000,
debt of $515,000,  plus interest and first year expenses of  $1,030,000.  If the
Company  does earn  revenues,  the Company will need less funds from its initial
public offering to cover the Company's expenses and, thus, the Company will have
more funds  available for business  development.  The Company expects to need at
least an additional  $1,442,500 for the second 12 months'  operational  expenses
and to  accomplish  additional  plans.  Therefore,  unless  the  Company  raises
$4,000,000 in its IPO, the Company will need either to raise additional funds or
realize revenues from its business  activities to meet its cash requirements for
the next 2 years.  It is  important  to note,  if the Company  fails to raise at
least  $2,400,000  in its initial  public  offering or fail to earn  substantial
revenues, the Company will not be able to pay its obligations and have operating
capital  for  the  next  year.  The  Company  will  then  have  to try  to  make
arrangements  with its  creditors  and seek  other  sources of  capital.  If the
Company  is not  successful  in those  efforts,  the  Company  may have to cease
operations  and the  investment  in the  Company may be lost.  At  present,  the
Company is totally dependent upon the proceeds of its initial public offering to
continue to operate as a going concern.

     In the next 12  months of  operation,  the  Company's  main goal will be to
maximize revenue quickly by marketing S.P.I.K.E., its online monitoring software
for families.  In order to gain exposure for  S.P.I.K.E.  and reach the targeted
audience  for  S.P.I.K.E.,  the  Company  has been and  intends to  continue  to
approach corporate sponsors, schools and retailers, to attend trade shows and to
conduct  satellite media tours. The Company also plans to attend PTA conventions
and structure  fundraising programs for all interested schools and organizations
around this product.  Fundraising  programs offer  additional  benefits  because

                                       18
<PAGE>
schools and  organizations  will be promoting  the  Company's  products to their
families  as they seek to have a  successful  fundraiser.  Currently,  there are
plans to attend 4 to 5 Parent-Teacher Association (PTA) conventions during 2003.
The  Company  also  intends  to  advertise  S.P.I.K.E.  in  print  publications.
S.P.I.K.E.  will also  gain  added  exposure,  as it will be  offered  in retail
stores.

     The Company is marketing its web-based products and services, which include
hosting,  PDA office  calendars,  software  applications,  classifieds and eight
different  advertising  products to local businesses  starting with the New York
State region.  The Company is marketing these  businesses  through the Community
Builder site.  Community  Builder sites are designed  pre-loaded with all of the
Company's  web-based  products  and  services  and are being  marketed  to local
Chambers  of  Commerce,  Town  Halls,  Civic  Associations  and  other  types of
community membership  organizations.  The Company will return 20% of the revenue
generated by these sites to the individual  communities  that purchase the site.
The Company  will also return a total of 5% of the  revenue  generated  from the
site to the local schools selling the Company's products.

     Depending  upon the  amount  raised in its  initial  public  offering,  the
Company will allocate  $40,000 of the advertising and marketing budget to attend
conferences and conventions,  $30,000 for direct response mailings,  $65,000 for
advertising in print media and $30,000 for co-op  advertising with retail chains
carrying  the  S.P.I.K.E.  product.  The  Company  believes  that  focusing  the
Company's  efforts on these groups and marketing  through them will be effective
in targeting  and reaching  the maximum  number of customers  that would be most
interested in the Company's products and services. This strategy will enable the
Company to stay within its marketing and  advertising  budget during the next 12
months of operation.

     The Economic  Development Program is fully designed,  but has not generated
revenues because the Company has just started this program in November 2002. The
Company  cannot  predict when it will receive  revenues from this  program.  The
Company intends to assist  communities  nationwide  through its partnership with
National Economic Development  Advisors,  LLC ("National") by offering strategic
advice for economic development in problem areas such as unemployment,  housing,
education  and  transportation.  National will act as a consultant in connection
with the  Company's  program  for a  three-year  period.  The  Company  will pay
National 55% of any profits  generated as a result of consulting  with nonprofit
organizations.

     SearchHelp  recently  entered  into  an  Economic  Development   Consulting
Agreement with the Oyster  Bay-East  Norwich  School  District to assist them in
developing  an  Internet  Cafe for its  community  and  schools.  The Company is
currently  assisting the school  district in the  setting-up  of an  educational
technology  program  and  approaching  a local  company  to  sponsor  the school
district to pay its fee.

     The Company  started  development  on a software  application  known as the
"AutoBroker" on or about the end of April 2002 and completed development in July
2002.  The AutoBroker  software will be tested by and possibly  marketed to used
car dealers in May 2003. The price for this service is yet to be determined.

     To date the Company has spent  $8,500 on research and  development  for the
AutoBroker and $30,000 on research and development for S.P.I.K.E.

                                       19
<PAGE>
CURRENT FINANCING TRANSACTION

     On September 23, 2002 the Company filed a Form SB-2 Registration  Statement
with the Securities and Exchange Commission ("SEC"),  file No. 33-97687 to raise
up to $4,000,000.  The effective date of the Company's  initial public  offering
("IPO") was January 22, 2003. The IPO commenced on such date and is scheduled to
close on April 30, 2003. The Company will file a Post-Effective Amendment to the
Form SB-2  Registration  Statement  with the SEC to  extend  the IPO to June 30,
2003. The IPO is a best efforts  offering with no required  minimum amount to be
raised.  Robert M. Cohen & Co.,  Inc. (the  "Placement  Agent") is the placement
agent for the IPO. Through the IPO, the Company is offering 8,000,000 units (the
"Units"), at a purchase price of $0.50 per Unit. Each Unit consists of one share
of common stock,  $.0001 par value (the "Common Stock"),  one class A warrant to
purchase a share of Common Stock at $0.75 per share for an exercise  period of 5
years ("Class A Warrants") and one class B warrant to purchase a share of Common
Stock at $1.75 per share for an exercise period of 7 years ("Class B Warrants").
The Company will pay the Placement  Agent a commission of 10% of the proceeds of
all Units placed by the Placement  Agent and  non-accountable  expensed of 3% of
the proceeds of all the Units placed by the  Placement  Agent.  The Company will
also  compensate  the  Placement  Agent by giving it  warrants to purchase up to
800,000 Units at a purchase price of $.985 per Unit for an exercise  period of 5
years,  which means the Placement Agent will receive one Placement Agent warrant
to purchase one Unit for every 10 Units sold by the  Placement  Agent.  Upon the
exercise of a warrant and the payment of the exercise price, the Placement Agent
will acquire one share of Common Stock,  a class A warrant to purchase one share
of common stock at a purchase price of $.985 per share for an exercise period of
5 years and a class B warrant to purchase one share of common stock  exercisable
at a purchase  price $2.285 per share for an exercise  period of 5 years.  As of
March 31,  2003,  the  Company  has sold  697,000  Units for a total of $348,500
raised and the Company has paid the Placement Agent $34,850 in commissions.

OTHER FINANCING TRANSACTIONS

     In October 2002,  the Company  raised  $25,000 for  operations by issuing a
promissory  note  bearing  interest at 10% per annum,  plus an  approximate  10%
penalty  interest  if not paid  when  due.  This  note,  together  with  accrued
interest, was due February 2003.

     In July 2002,  the  Company  raised  $50,000  for  operations  by issuing 2
promissory notes each bearing interest at 10% per annum, plus an approximate 10%
penalty  interest  if not paid when due.  These  notes,  together  with  accrued
interest, were due in November 2002.

     In May 2002,  the  Company  raised  $75,000  for  operations  by  issuing 3
promissory  notes,  each bearing interest at 10% per annum,  plus an approximate
10% penalty  interest if not paid when due.  These notes,  together with accrued
interest, were due in September 2002.

     Commencing in December 2001 through  February  2002,  the Company raised an
additional $325,000 of operating capital by issuing 13 $25,000 promissory notes,
each bearing interest at 10% per annum.  Each of the 13 notes is payable in full
on the 60th day following its issuance. Each noteholder has the right to acquire

                                       20
<PAGE>
10,000 shares of common stock at a price of $.01 per share if his or her note is
not  repaid in full,  together  with  accrued  interest,  on the due date and an
additional  5,000  shares of common  stock at a price of $.01 per share for each
month  thereafter  that the note is not repaid in full. As of December 31, 2002,
none of these notes were repaid and, as a result,  these  noteholders  were then
entitled to purchase  780,000  shares of common stock for an aggregate  price of
$7,800.  Prior to December  31, 2002,  an aggregate of 310,000  shares of common
stock have been  purchased by noteholders  for $3,100.  As of March 31, 2003, an
additional  5,000 shares of common stock have been purchased by a noteholder for
$50. Three notes, aggregating $75,000, have been repaid on March 5, 2003.

     In  September  2001 and  October  2001,  the  Company  raised  $50,000  for
operations by issuing  promissory notes bearing interest at 10% per annum,  plus
an approximate 10% penalty interest if not paid when due. These notes,  together
with accrued interest, were repaid in full in February 2002.

     All of the above-referenced  notes were raised by a placement agent, Robert
M. Cohen & Co, Inc. who received a 10% commission on the amount raised.

PLANS FOR SUPPLEMENTAL FINANCING

     The Company  expects to raise at least  $2,400,000  in its  initial  public
offering so that it will be able to pay all of the offering expenses, pay all of
its  outstanding  debt,  plus  interest  and the  Company's  payables,  and have
sufficient  operating capital for its first year of operations.  Of course,  the
Company may not raise that amount and, therefore, it may not have funds from its
initial  public  offering  sufficient  to carry out its  operating  plan. If the
Company  does not raise  sufficient  funds from its initial  public  offering to
carry out its plan,  the  Company  intends to carry out the  following  steps to
allow the  Company to  continue  to operate  and to enable it to reach the point
where it begins to generate revenues and, perhaps,  have sufficient  revenues to
cover its operating expenses:

     1.   The Company  will  negotiate  with all of the holders of its  existing
debt to seek to extend  the time for  payment  for at least one year,  with only
interest, not principal,  payable during that time. Although the Company has not
yet had formal  discussions  with any debt holder,  the Company has had informal
discussions  with certain key holders as well as the placement agent for most of
the Company's  debt placement and  preliminary  indications  are  favorable.  Of
course, there is no assurance that all, or most, of debt will thus be extended.

     2.   The Company will approach the payees of its trade payables and seek to
extend the time for payment of all of its payables.  Again,  the Company has had
no formal  discussions to this end, but preliminary  discussions have again been
favorable.

     3.   The Company will seek  additional  private debt capital and,  perhaps,
private equity  capital,  to provide funds for  operations.  The Company has had
informal  discussions  with its  placement  agent  and it will  not have  formal
discussions until the public offering has terminated.

Management believes that all of these steps, if taken together, will provide the
Company with the operating capital and the time necessary to enable the Company

                                       21
<PAGE>
to carry out the key elements of its business plan, at least to the point of
actively marketing S.P.I.K.E. and Child Shield and operational launching of its
web site and the Community Builder web site. The Company would likely delay the
launching of its other products and services until its revenues were sufficient
to enable the Company to do so.

LIQUIDITY AND CAPITAL RESOURCES

     SearchHelp  has funded its  operations  primarily by issuing notes and to a
lesser extent,  by the sale of common stock. From inception through December 31,
2002, SearchHelp raised gross cash proceeds of $5,600 from sales of common stock
and the conversion of $104,075 of indebtedness into common stock. As of December
31,  2002,  SearchHelp  had cash and cash  equivalents  of $1,012  and a working
capital deficiency of $1,056,728.

     SearchHelp's  liquidity  and  capital  needs  relate  primarily  to working
capital and other general corporate  requirements.  Since inception,  SearchHelp
has  not  received  any  significant  cash  flow  from   operations.   Based  on
SearchHelp's  current plans,  SearchHelp  believes the proceeds from its initial
public  offering will provide it with sufficient  capital  resources to fund its
operations for at least the next twelve months.  Expectations about SearchHelp's
long-term  liquidity may prove  inaccurate  if  SearchHelp's  plans  change.  As
SearchHelp increases sales from its products and services, SearchHelp expects to
increase cash flow from operations.

     Net cash used in operating  activities for the year ended December 31, 2002
was $6,812 and $186,241 for the year ended  December 31, 2001. The net cash used
in operating  activities in each period was primarily attributed to SearchHelp's
net loss,  as adjusted for the  compensatory  element of  noteholders'  purchase
rights.  Such  losses,   together  with  the  adjustments  in  depreciation  and
amortization,  prepaid  expenses,  and increase in accounts  payable and accrued
expenses, were funded principally by the net proceeds received from the sales of
stock.

     Net cash used in investing  activities for the year ended December 31, 2002
was  $112,030 and for the year ended  December 31, 2001 was $73,560,  reflecting
acquisitions of property, equipment and license costs.

     Net cash provided from  financing  activities was $14,322 in the year ended
December 31, 2002,  representing  the net proceeds from issuance of common stock
and debt and $355,919 in the year ended December 31, 2001,  representing the net
proceeds from issuance of common stock and debt.

SUMMARY OF THE COMPANY'S SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES

     The Securities and Exchange  Commission recently issued Financial Reporting
Release No. 60 "Cautionary Advice Regarding Disclosure About Critical Accounting
Policies"  ("FRR  60"),  suggesting  companies  provide  additional  disclosure,
discussion and commentary on those accounting  policies considered most critical
to its  business  and  financial  reporting  requirements.  FRR 60  considers an
accounting  policy to be critical if it is important to the Company's  financial

                                       22
<PAGE>
condition  and results of  operations,  and  requires  significant  judgment and
estimates on the part of  management  in the  application  of the policy.  For a
summary of the Company's significant accounting policies, including the critical
accounting  policies discussed below,  please refer to the accompanying notes to
the financial statements.

     Accounting for revenues  requires  management's  judgment as to the nature,
timing and extent of recording  and  recognizing  revenues when earned under its
various  programs.  Revenues  generated  under a time  value  contract  requires
management's  judgment as to when  revenues are earned and the related costs are
incurred  throughout  the life of the  contract.  Income from  membership  fees,
advertising  income  and web site  services  will be earned on a pro rata  basis
while income from the Company's product lines will be recognized when shipped.

     The Company assesses potential  impairment of its long-lived assets,  which
include its property and  equipment  and its  identifiable  intangibles  such as
software  development  costs and deferred charges under the guidance of SFAS 144
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets." The Company
must continually  determine if a permanent  impairment of its long-lived  assets
has occurred  and write down the assets to their fair values and charge  current
operations for the measured impairment.

     The Company has issued,  and may  continue to issue,  its common  stock for
services.  In September 2001 the Company's legal counsel accepted 100,000 shares
of common stock as payment for $9,000 in general legal  services  rendered ($.09
per share).  Subsequent  to that date,  the Company has issued  common stock and
rights to purchase common stock,  such as in connection with the Lifetyme,  Inc.
agreement.  The Company has issued stock  rights to  noteholders  as  additional
interest in addition to the notes' stated 10% interest. The cost associated with
these  transactions  was based on a fair  value of $.09 per  share  which is the
ascribed  fair  value of the  purchase  rights  using the  Black-Scholes  Option
Pricing Model for determining fair value. Absent a current public market for the
Company's  common stock,  the Company believes its stated fair value assigned to
these transactions to be reasonable.



                                       23

<PAGE>
<TABLE>
<CAPTION>
ITEM 7. FINANCIAL STATEMENTS.

                                SEARCHHELP, INC.
                          (A Development Stage Company)






                                    I N D E X




                                                                                                               Page No.
                                                                                                               --------

<S>                                                                                                           <C>
INDEPENDENT AUDITORS' REPORT ............................................................................         F-2


FINANCIAL STATEMENTS:


    Balance Sheets as at December 31, 2002 and 2001 .....................................................         F-3


    Statements of Operations
       For the Years Ended December 31, 2002 and 2001
       and Cumulative from January 29, 1999
       (Inception) to December 31, 2002 ................................................................          F-4


    Statements of Stockholders' Capital Deficiency
       For the Years Ended December 31, 2002 and 2001 ...................................................         F-5


    Statements of Cash Flows
       For the Years Ended December 31, 2002 and 2001
       and Cumulative from January 29, 1999
       (Inception) to December 31, 2002..................................................................      F-6 - F-7


    Notes to Financial Statements .......................................................................      F-8 - F-21
</TABLE>
<PAGE>
WEINICK
 SANDERS                                                           1375 BROADWAY
   LEVENTHAL & CO., LLP                                NEW YORK, N.Y. 10018-7010
--------------------------------------------------------------------------------
                       CERTIFIED PUBLIC ACCOUNTANTS                 212-869-3333
                                                                FAX 212-764-3060
                                                                   WWW.WSLCO.COM



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


To the Board of Directors and Stockholders
SearchHelp, Inc.

We  have  audited  the  accompanying  balance  sheets  of  SearchHelp,  Inc.  (A
Development  Stage  Company) as at December  31, 2002 and 2001,  and the related
statements of operations,  stockholders'  capital  deficiency and cash flows for
the years ended December 31, 2002 and 2001 and cumulative  from January 29, 1999
(inception)  to  December  31,  2002.   These   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of SearchHelp, Inc. (A Development
Stage  Company)  as at  December  31,  2002  and  2001  and the  results  of its
operations and its cash flows for the years ended December 31, 2002 and 2001 and
cumulative from January 29, 1999  (inception) to December 31, 2002 in conformity
with accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  disclosed  in  Note 1 to the
financial statements, the Company has a working capital deficiency of $1,056,728
and a stockholders' capital deficiency of $665,268 at December 31, 2002 and as a
development stage company has incurred losses since inception.  These conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's plan regarding those matters is also described in Note 1.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.


                                        /s/ WEINICK SAMDERS LEVENTHAL & CO., LLP



New York, N. Y.
January 17, 2003 (Except for Notes 1(a) and
12(a) as to which the date is January 22, 2003)

                                      F-2
<PAGE>
                                SEARCHHELP, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                   A S S E T S

                                                                                                    December 31,
                                                                                           ------------------------------
                                                                                              2002                  2001
                                                                                           ----------            ----------

Current assets:
<S>                                                                                        <C>                   <C>
  Cash                                                                                     $   1,012             $ 105,532
  Accounts receivable                                                                          3,716                     -
  Prepaid expenses                                                                             3,693                 3,403
                                                                                           ----------            ----------
        Total current assets                                                                   8,421               108,935
                                                                                           ----------            ----------

Property and equipment - at cost,
  less accumulated depreciation                                                               23,234                 9,556
                                                                                           ----------            ----------

Other assets:
  Software development costs, less accumulated
    amortization of $124,054 and $65,168, respectively                                        93,798                88,854
  Deferred financing costs, less accumulated
    amortization of $51,875 and $15,000, respectively                                            625                12,500
  Deferred promotional incentives, less accumulated
    amortization of $2,950                                                                        -                 41,550
  Deferred license costs, less accumulated
    amortization of $5,833                                                                    44,167                     -
  Deferred registration costs                                                                234,681                25,000
  Security deposit                                                                             2,155                 2,155
                                                                                           ----------            ----------
        Total other assets                                                                   375,426               170,059
                                                                                           ----------            ----------

                                                                                           $ 407,081             $ 288,550
                                                                                           ==========            ==========

                LIABILITIES AND STOCKHOLDERS' CAPITAL DEFICIENCY

Current liabilities:
  Note payable - bank                                                                         39,450                39,450
  Notes payable - other                                                                      475,000               275,000
  Current portion of long-term debt                                                            4,672                     -
  Due to stockholders                                                                        130,008                86,771
  Accounts payable and accrued expenses                                                      416,019                29,875
                                                                                           ----------            ----------
        Total current liabilities                                                          1,065,149               431,096
                                                                                           ----------            ----------

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

Commitments and contingencies                                                                     -                      -

Stockholders' capital deficiency:
  Common stock - $.0001 par value
    Authorized  - 100,000,000 shares
    Issued and outstanding - 15,310,000 and
    15,000,000 shares, respectively                                                            1,531                 1,500
  Additional paid-in capital                                                                 230,494               165,025
  Deficit accumulated in the development stage                                             ( 897,293)            ( 302,621)
  Stock subscriptions receivable                                                                  -              (   6,450)
                                                                                           ----------            ----------
        Total stockholders' capital deficiency                                             ( 665,268)            ( 142,546)
                                                                                           ----------            ----------

                                                                                           $ 407,081             $ 288,550
                                                                                           ==========            ==========
</TABLE>
                       See notes to financial statements.
                                      F-3
<PAGE>
                                SEARCHHELP, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                                              Cumulative From
                                                       For the Year                For the Year              January 29, 1999
                                                           Ended                       Ended                  (Inception) to
                                                     December 31, 2002           December 31, 2001           December 31, 2002
                                                     -----------------           -----------------           -----------------
<S>                                                  <C>                         <C>                         <C>
Revenues                                                 $     4,399              $          -                 $      16,094
                                                        --------------           -----------------           -----------------

Operating expenses:
  Selling                                                     48,620                      12,807                      63,139
  Web site costs                                              62,150                      52,841                     114,991
  Software development                                        49,715                         -                        49,715
  General and administrative                                 178,189                      92,910                     326,091
  Amortization and impairment of
    deferred promotional incentives                           41,550                       2,950                      44,500
  Depreciation and amortization                               64,897                      36,397                     132,746
                                                        --------------           -----------------           -----------------
Total operating expenses                                     445,121                     197,905                     731,182
                                                        --------------           -----------------           -----------------

Loss from operations                                       ( 440,722)                  ( 197,905)                  ( 715,088)
                                                        --------------           -----------------           -----------------

Other expenses:
  Interest                                                    54,675                       8,885                      67,930
  Compensatory element of
    noteholders - purchase rights                             62,400                         -                        62,400
  Amortization of deferred
    financing costs                                           36,875                      15,000                      51,875
                                                        --------------           -----------------           -----------------
Total other expenses                                         153,950                      23,885                     182,205
                                                        --------------           -----------------           -----------------

Net loss                                                 ($  594,672)                  ($221,790)                  ($897,293)
                                                        =============            =================           =================


Per share data:
  Loss per share - basic and diluted                        ($.04)                      ($.02)
                                                        =============            =================


Weighted average number of
  shares outstanding                                      15,084,395                   9,411,273
                                                        =============           =================
</TABLE>
                       See notes to financial statements.
                                      F-4
<PAGE>
                                SEARCHHELP, INC.
                          (A Development Stage Company)

                 STATEMENTS OF STOCKHOLDERS' CAPITAL DEFICIENCY

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                                                                           Deficit
                                                                                         Accumulated                       Total
                                                                            Additional     in the          Stock       Stockholders'
                                                       Common Stock          Paid-In     Development   Subscriptions      Capital
                                                   --------------------
                                                   Shares        Amount      Capital         Stage       Receivable      Deficiency
                                                  ---------     ---------    --------     ---------    -------------   ------------
<S>                                               <C>            <C>         <C>         <C>            <C>             <C>
Balance at January 1, 2001                        6,616,910      $   662     $  1,338    ($ 80,831)     $     -         ($ 78,831)

Loans 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 of stock purchase rights                  -            -         44,500           -             -             44,500

Net loss for 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)
                                                ===========     =========    =========   ==========    =============   ============
</TABLE>
                       See notes to financial statements.
                                      F-5
<PAGE>
                                SEARCHHELP, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

 <TABLE>
<CAPTION>
                                                                                                                Cumulative From
                                                                For the Year             For the Year           January 29, 1999
                                                                   Ended                    Ended                (Inception) to
                                                             December 31, 2002        December 31, 2001        December 31, 2002
                                                             -----------------        -----------------        -----------------
<S>                                                          <C>                      <C>                      <C>
Cash flows from operating activities:
  Net loss                                                       ($594,672)               ($221,790)               ($897,293)
                                                                 ----------               ----------               ----------
  Adjustments to reconcile net loss
      to net cash provided by (used in)
      operating activities:
    Compensatory element of
      noteholders' purchase rights                                  62,400                       -                    62,400
    Depreciation                                                     4,178                    1,339                    6,859
    Amortization of deferred financing costs                        36,875                   15,000                   51,875
    Amortization of software
      development costs                                             54,886                   35,058                  120,054
    Amortization and impairment of
      deferred promotional incentives                               41,550                    2,950                   44,500
    Amortization of deferred license costs                           5,833                       -                     5,833
    Common stock issued for legal fees                                  -                     9,000                    9,000
    Increase (decrease) in cash flows as
        a result of changes in asset and
        liability account balances:
      Accounts receivable                                        (   3,716)                       -                 (  3,716)
      Prepaid expenses                                           (     290)                (  3,403)                (  3,693)
      Security deposits                                                 -                  (  1,076)                (  2,155)
      Accounts payable and accrued expenses                        386,144                 ( 23,319)                 415,195
                                                                 ----------               ----------               ----------
  Total adjustments                                                587,860                   35,549                  706,152
                                                                 ----------               ----------               ----------

Net cash provided by (used in)
  operating activities                                           (   6,812)                (186,241)                (191,141)
                                                                 ----------               ----------               ----------

Cash flows from investing activities:
  Equipment purchases                                            (   2,200)                (  6,380)                ( 10,804)
  Software development costs                                     (  59,830)                ( 67,180)                (213,852)
  Deferred license costs                                         (  50,000)                      -                  ( 50,000)
                                                                 ----------               ----------               ----------
Net cash used in investing activities                            ( 112,030)                ( 73,560)                (274,656)
                                                                 ----------               ----------               ----------

Cash flows from financing activities:
  Due to stockholder                                                43,237                 (  8,979)                 130,008
  Note payable - bank                                                   -                    39,450                   39,450
  Notes payable - other                                            200,000                  275,000                  475,000
  Loans payable                                                         -                   104,075                  104,075
  Equipment loans                                                (   3,784)                (  1,627)                (  6,593)
  Sale of common stock                                               3,100                      500                    5,600
  Deferred financing costs                                       (  25,000)                ( 27,500)                ( 52,500)
  Deferred registration costs                                    ( 209,681)                ( 25,000)                (234,681)
  Proceeds from stock
    subscriptions receivable                                         6,450                      -                      6,450
                                                                 ----------               ----------               ----------
Net cash provided by financing activities                           14,322                  355,919                  466,809
                                                                 ----------               ----------               ----------

Net increase (decrease) in cash                                  ( 104,520)                  96,118                    1,012

Cash at beginning of period                                        105,532                    9,414                      -
                                                                 ----------               ----------               ----------

Cash at end of period                                             $  1,012                 $105,532                 $  1,012
                                                                 ==========               ==========               ==========
</TABLE>
                       See notes to financial statements.
                                      F-6
<PAGE>
                                SEARCHHELP, INC.
                          (A Development Stage Company)

                      STATEMENTS OF CASH FLOWS (Continued)
<TABLE>
<CAPTION>
                                                                                                               Cumulative From
                                                              For the Year              For the Year           January 29, 1999
                                                                  Ended                    Ended                (Inception) to
                                                            December 31, 2002        December 31, 2001        December 31, 2002
                                                            -----------------        -----------------        -----------------

Supplemental Disclosures of
    Cash Flows Information:

  Cash payments made during period for:

<S>                                                          <C>                      <C>                       <C>
    Interest                                                 $    13,619              $   6,166                 $  24,155
                                                            =================        =================        =================


Supplemental Schedules of Noncash
    Investing and Financing Activities:

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

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

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

  Loans converted to common stock                            $       -                $ 104,075                 $ 104,075
                                                            =================        =================        =================
</TABLE>
                       See notes to financial statements.
                                      F-7
<PAGE>
                                SEARCHHELP, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



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, 2002, the Company
             and its predecessor have not generated any significant revenues and
             have not carried on any significant  operations.  The  accompanying
             financial  statements have been prepared  assuming that the Company
             will  continue  as a  going  concern.  As  shown  in the  financial
             statements,  the  Company  has  a  working  capital  deficiency  of
             $1,056,728 and a  stockholders'  capital  deficiency of $665,268 at
             December 31, 2002.

                  These conditions raise  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  provides  services and  solutions  for small  businesses,
             local institutions and individuals in small communities  throughout
             the United States of America,  with a local focus.  Management  has
             also entered into an agreement with a placement  agent to offer for
             sale  to  the  public,  on a  best  efforts  basis,  the  Company's
             securities for up to $4,000,000 before offering costs, which became
             effective on January 22, 2003.

                                      F-8
<PAGE>
NOTE  1 -  PLAN OF ORGANIZATION:  (Continued)

        (a)  Organization and Presentation of Financial Statements: (Continued)

                  Since the Company has not generated  significant  revenues and
             management   does  not   anticipate   the  Company  will   generate
             sufficiently  substantial revenues from the sale of its products in
             an amount  necessary  to meet its cash  needs  for the next  twelve
             months,  the proceeds  before  offering  costs from the sale of the
             Company's  securities  must be a minimum of $2,400,000 in order for
             the Company to complete  the  anticipated  portion of its  business
             plan and continue to remain in business for the next twelve months.
             Even if the Company is successful in receiving the $2,400,000  from
             the offering,  management believes the Company will need additional
             financing to continue operating.

                  If the  Company  does not  raise  sufficient  funds  from this
             offering to carry out its plan, it intends to perform the following
             steps to allow the  Company to continue to operate and to enable it
             to reach  the  point  where it begins  to  generate  revenues  and,
             perhaps, have sufficient revenues to cover its operating expenses:

             1.       Management  will  negotiate with all of the holders of the
             Company's  existing debt to seek to extend the time for payment for
             at least  one year,  with only  interest,  not  principal,  payable
             during  that  time.  Although  the  Company  has not yet had formal
             discussions  with  any debt  holder,  management  has had  informal
             discussions with certain key holders as well as the placement agent
             for  most  of  the  Company's   debt   placement  and   preliminary
             indications  are favorable.  Of course,  there is no assurance that
             all, or most, of the Company's debt will thus be extended.

             2.       Management will approach the payees of the Company's trade
             payables  and seek to  extend  the time for  payment  of all of its
             payables.  Again,  management has had no formal discussions to this
             end, but preliminary discussions have again been favorable.

             3.      Management  will seek additional  private debt capital and,
             perhaps,  private equity capital,  to provide funds for operations.
             Management  has  had  informal   discussions   with  the  Company's
             placement  agent  and will not have  formal  discussions  until the
             public offering has terminated.

                  Management   believes  that  all  of  these  steps,  if  taken
             together,  will provide the Company with the operating  capital and
             the time  necessary  to  enable  the  Company  to carry out the key
             elements to its  business  plan,  at least to the point of actively
             marketing S.P.I.K.E.  and Child Shield and operational launching of
             its own web site and the  community  builder  web site.  Management
             would likely delay the  launching of the Company's  other  products
             and services until its revenues were  sufficient to enable it to do
             so.

                                      F-9
<PAGE>
NOTE  1 -  PLAN OF ORGANIZATION:  (Continued)

        (b)  Principal Business Activity:

                  The  Company  intends  to  provide  small  businesses  with an
             on-line forum to enhance their business and increase their revenues
             through  business   applications   such  as  customized  web  site,
             advertising  and other  products  and  services.  The Company  also
             intends to assist in marketing and improvement of local communities
             through fee based community development services. In addition,  the
             Company  intends to provide  access to  educational  assistance and
             access to other  products  and  services  tailored to and for local
             communities.  The Company started  development of software products
             intended for sale to the public. One of these products is ready for
             market  testing prior to commencing  initial sales  anticipated  to
             begin the first  quarter  of 2003 and  another  should be ready for
             sale to customers in the second quarter of 2003. The implementation
             of these  plans,  according  to  management,  is  dependent  on the
             successful proposed public offering of the Company's common stock.



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.


        (b)  Revenue Recognition:

                  Through   December  31,   2002,   the  Company  did  not  have
             significant  revenues  and is in the  development  stage.  Upon the
             completion of its web site, the Company will recognize revenues, if
             any, 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.
             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.
             The Company  intends to donate 20% of revenues it derives from each
             local  community  organization  that purchases a community  builder
             website to a community service organization of its choice.


        (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.

                                      F-10
<PAGE>
NOTE  2 -  SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES:  (Continued)

        (d)  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  is provided by the  straight-line  method,
             over estimated useful lives of three years, sixty days and eighteen
             months, respectively.


        (e)  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.


        (f)  Stock Based Compensation:

                  The  Company  elected  to use the  intrinsic  value  method to
             account for future options granted to employees for the purchase of
             common  stock as per  Accounting  Principles  Board  Opinion  No.25
             "Accounting  for  Stock  Issued to  Employees".  The  Company  will
             disclose the pro forma effect of accounting for stock options under
             the fair value method. 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.


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

        (g)  Software Research and Development Costs:

                  Research  and  development  costs are  expensed  as  incurred.
             Software development costs are subject to capitalization  beginning
             when a product's technological feasibility has been established and
             ending when a product is available  for release to  customers.  The
             Company  intends to release its products as soon as possible  after
             technological feasibility has been established.  As a result, costs
             subsequent  to achieving  technological  feasibility  should not be
             significant  and all software  development  costs will be expensed.
             Commencing in April 2002, the Company  incurred  software  research
             and  development  costs of $49,715 which were charged to operations
             in connection with the initial development phase of two products.


        (h)  Advertising Costs.

             1.      The Company  expenses  ordinary  advertising  and promotion
             costs  as  incurred.   The  Company  incurred  no  advertising  and
             promotion costs prior to January 1, 2001. Advertising and promotion
             costs were $10,377 for the year ended December 31, 2001 and $43,754
             for the year ended December 31, 2002.

             2.       The  Company  amortizes  promotional  incentives  under an
             eighteen-month    advertising   agreement   with   Lifetyme,   Inc.
             Amortization  costs charged to operations  under the agreement were
             $2,950 for the year ended  December 31, 2001 and for the year ended
             December 31, 2002 were $41,550.  These promotional  incentives have
             been fully  amortized  because  management  determined they have no
             future benefit to the Company.


        (i)  Recently Issued Accounting Pronouncements:

                  In June 2001, the Financial  Accounting Standards Board (FASB)
             issued Statement of Financial  Accounting Standards (SFAS) No. 141,
             "Business  Combinations",  and SFAS No.  142,  "Goodwill  and Other
             Assets". Under these new standards,  all acquisitions subsequent to
             June 30, 2001 must be accounted  for under the  purchase  method of
             accounting,  and purchased goodwill is no longer amortized over its
             useful  life.  Rather,  goodwill  will  be  subject  to a  periodic
             impairment test based upon its fair value.

                  In August 2001, the FASB issued SFAS No. 143,  "Accounting for
             Asset  Retirement  Obligations"  (SFAS 143).  SFAS 143  establishes
             accounting standards for recognition and measurement of a liability
             for the costs of asset retirement obligations.  Under SFAS 143, the
             costs of retiring an asset will be recorded as a liability when the
             retirement obligation arises, and will be amortized to expense over
             the life of the asset.


                                      F-12
<PAGE>
NOTE  2 -  SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES:  (Continued)

        (i)  Recently Issued Accounting Pronouncements: (Continued)

                  In October 2001, the FASB issued SFAS No. 144, "Accounting for
             the   Impairment   or  Disposal   of   Long-Lived   Assets".   This
             pronouncement  addresses financial accounting for the impairment or
             disposal of long-lived assets and discontinued operations.

                  In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for
             Costs   Associated   with  Exit  or  Disposal   Activities."   This
             pronouncement  improves  financial  reporting by  requiring  that a
             liability for a cost associated  with an exit or disposal  activity
             be  recognized  initially at fair value only when the  liability is
             incurred.

                  In December  2002,  the FASB issued SFAS 148  "Accounting  for
             Stock-Based   Compensation  -  Transition  and  Disclosure".   This
             statement   amends  SFAS  No.  123,   Accounting  for   Stock-Based
             Compensation,  to provide  alternative  methods of transition for a
             voluntary change to the fair value based method.

                  The Company 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,
                                                2001                2002
                                             ----------        -----------

Computers                                     $11,434           $  29,290
Furniture and fixtures                            803                 803
                                             ----------        -----------
                                               12,237              30,093
Less:  Accumulated depreciation                 2,681               6,859
                                             ----------        -----------

                                              $ 9,556           $  23,234
                                             ==========        ===========


                  Depreciation  expense  charged  to  operations  was $4,178 and
             $1,339 for the years ended December 31, 2002 and 2001 respectively.



NOTE  4 -  INTANGIBLE ASSETS.

                  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  capitalized  costs of $59,830  and  $67,180 for years
             ended  December  31,  2002  and  2001,  respectively.  These  costs
             consisting of amounts paid to  independent  consultants  related to
             the   implementation  and  enhancement  of  its  propriety  related
             database  and  interactive  operating  software.   The  Company  is
             amortizing  these costs over their  estimated  useful  lives of the
             three years.  Amortization  charged to operations  during the years
             ended   December  31,  2002  and  2001  was  $54,886  and  $35,058,
             respectively.

                                      F-13
<PAGE>
NOTE  4 -  INTANGIBLE ASSETS.  (Continued)

                  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 or $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 $36,875
             and  $15,000  for the  years  ended  December  31,  2002 and  2001,
             respectively.

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



NOTE  5 -  NOTES PAYABLE - BANK.

                  The  Company  has a $50,000  revolving  line of credit  with a
             bank.  Interest on  borrowings is charged at 2.25% above the bank's
             prevailing  prime rate,  which was 6.5% at December  31,  2002.  At
             December 31, 2002 and 2001,  $39,450 of the line has been utilized.
             The debt is guaranteed by the current Vice  President,  CFO and CEO
             of the Company and is collateralized by marketable securities which
             he owns  with a fair  market  value  of  approximately  $33,000  at
             December 31, 2002 and 2001, respectively.



NOTE  6 -  NOTES PAYABLE - OTHER.

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


                                      F-14
<PAGE>
NOTE  6 -  NOTES PAYABLE - OTHER.  (Continued)

        (b)  At December 31, 2001, the Company had sold nine notes, one of which
             was to its former CFO. In January and February  2002, the remaining
             four notes were sold at par value.  Interest expense on these notes
             amounted to $32,728 and $1,199 during the years ended  December 31,
             2002 and 2001,  respectively.  A placement agent fee of $22,500 was
             paid and $5,000 accrued through  December 31, 2001 and $25,000 paid
             during the year ended  December  31, 2002 and are  reflected on the
             accompanying  balance sheet as deferred financing costs. During the
             year ended  December 31, 2002, an additional  compensatory  element
             interest  charged to operations for the excess of the fair value of
             the notes holders  purchase  rights  received  over their  exercise
             price  was  $62,400.  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, 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.

             At December  31, 2002,  the note  holders were  entitled to receive
             purchase  rights to acquire  470,000 common shares in the aggregate
             of $4,700 of which the  Company's  former CFO has rights to acquire
             an  additional  5,000  shares  for an  aggregate  of $50.  For each
             successive  30-day period each note remains  outstanding,  the note
             holder  is  entitled  to  receive  rights  to  purchase  up  to  an
             additional  5,000 shares of common stock at the purchases  price of
             $.01 per share.  Management does not anticipate  repaying the notes
             prior to February  2003,  at which time the note  holders will have
             purchase  rights to an aggregate of 600,000 shares of the Company's
             common stock at $0.01 per share.

        (c)  Included in the caption "Notes Payable - Other" are bridge loans in
             the amount of $50,000,  received  in  September  and October  2001,
             bearing interest at 10% per annum which were paid in February 2002.

             Included in the caption "Notes Payable - Other" are bridge loans in
             the amount of $75,000  received during May 2002 bearing interest at
             10% per  annum.  The  notes  were  due in  September  2002  and the
             interest rate increased to 20% at that time.

             Included in the caption "Notes Payable - Other" are bridge loans in
             the amount of $50,000 received during July 2002 bearing interest at
             10% per  annum.  These  notes  were  due in  November  2002 and the
             interest rate increased to approximately 20% at that time.

             Included in the caption "Notes Payable - Other" is a bridge loan in
             the amount of $25,000 received during October 2002 bearing interest
             at 10% per annum. This note is due January 30, 2003. If the note is
             not  repaid  by  the  due  date  the  interest  rate  increases  to
             approximately 20% at that time.


                                      F-15
<PAGE>
NOTE  7 -  LOAN PAYABLE - EQUIPMENT.

                                                               December 31,
                                                       -------------------------
                                                          2001        2002
                                                        --------    ----------

Obligation under equipment financed, payable
  in monthly installments of $158 through
  February 28, 2002, and $495 through
  March 16, 2005 including interest at 23%
  and 13%, respectively, and collateralized
  by the equipment. The liability at
  December 31, 2001 of $824 is included in
  accounts payable and accrued expenses                $ 824           $ 11,872

Less:  Current portion                                   824              4,672
                                                       -------         --------

                                                       $   -           $  7,200
                                                       =======         ========


NOTE  8 -  DUE TO STOCKHOLDERS.

                  At December 31, 2002 and  December  31, 2001,  the Company was
             indebted to the Vice President and CFO of the Company in the amount
             of $71,951 at December  31, 2002 and  $115,188 at December 31, 2001
             and to its  President  in the  amount of $14,820  for cash  working
             capital   advances  made  to  the  Company.   These   advances  are
             non-interest  bearing. Both of the officers do not expect repayment
             of these  advances  until the Company has  sufficient  cash flow to
             sustain operations for eighteen (18) months.



NOTE  9 -  ACCOUNTS PAYABLE AND ACCRUED EXPENSES.

                  Accounts payable and accrued expenses consist of the following
             at:

                                                             December 31,
                                                     ---------------------------
                                                       2002              2001
                                                     ---------         ---------

Professional fees                                    $224,795           $ 9,737
License costs                                          50,000                -
Placement agent fee                                        -              5,000
Interest on notes payable                              43,774             2,719
Payroll taxes                                              -              3,348
Consultants                                            43,170                -
Sundry operating expenses                              54,280             9,071
                                                     ---------         ---------

                                                     $416,019           $29,875
                                                     =========         =========


                                      F-16
<PAGE>
NOTE 10 -  INCOME TAXES.

                  The Company  does not have any  currently  payable or deferred
             federal or local tax benefit for the years ended  December 31, 2002
             and 2001.  At December  31, 2002,  the Company had a net  operating
             loss carryforward  amounting to approximately $688,000 available to
             reduce  future  taxable  income,  which  expires  in the year 2021.
             Management is unable to determine if the  utilization of the future
             tax benefit is more likely than not and, accordingly,  the asset of
             approximately $220,000 has been fully reserved. A reconciliation of
             the actual  tax  provision  to the  expected  statutory  rate is as
             follows:

<TABLE>
<CAPTION>
                                                    For the Year Ended       For the Year Ended
                                                    December 31, 2001        December 31, 2002
                                                    ------------------       -----------------
<S>                                                <C>          <C>        <C>           <C>
Loss before income taxes                          ($594,700)               ($221,800)
                                                  ==========               ==========

Expected statutory tax benefit                     ($75,400)    (34.0%)    ($202,200)    (34.0%)

Tax benefit attributable to loss utilized
  by "S" Corporation stockholders                    37,600      17.0%          -

Non deductible expenses,
  primarily amortization                              6,700       3.0%        12,900      2.0%

Net operating loss valuation reserve                 31,100      14.0%       189,300      32.0%
                                                   ---------                ---------

Total tax benefit                                  $   -                    $   -
                                                  ==========               ==========
</TABLE>
NOTE 11 -  COMMON STOCK.

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

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

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

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

                                      F-17
<PAGE>
NOTE 11 -  COMMON STOCK.  (Continued)

                  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.  The variance  between the fair value of
             the common shares issued of $24,800 and the cash proceeds  received
             was charged to operations as additional interest expense.  The fair
             value per share used to determine the interest  charge was $.09 per
             share,  which was the ascribed  fair value of the  purchase  rights
             using the  Black-Scholes  Option Pricing Model for determining fair
             value.


NOTE 12 -  COMMITMENTS AND CONTINGENICES.

        (a)  Initial Sale of the Company's Securities to the Public.

                  The Company entered into a agreement with a placement agent to
             offer  for  sale  to the  public  on a  best  efforts  basis  up to
             8,000,000 units (each  consisting of one share of common stock, one
             warrant to  purchase  one share of common  stock at a price of $.75
             per share and a warrant to purchase  one common  share at $1.75) at
             $0.50 per unit,  which became  effective  on January 22, 2003.  The
             placement  agent is to receive 10% of the gross  proceeds  from the
             offering plus certain warrants and reimbursements of expenses.  The
             Company has agreed to give the placement agent warrants to purchase
             up to  800,000  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 and a class A
             redeemable   warrant  to  purchase   one  share  of  common   stock
             exercisable at $2.285 per share for five years.  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.


        (b)  Stock Purchase Rights.

                  Certain notes payable  include a default penalty that entitles
             the holder to purchase (i) 10,000  shares of the  Company's  common
             stock for $.01 per share if the note is not repaid on its  original
             due date and (ii) 5,000  shares of the  Company's  common stock for
             $.01 per share for each thirty day period the note  remains  unpaid
             past its  original  due  date.  Each  note  holder  receives  these
             purchase  rights  regardless of whether the individual  note holder
             agrees to extend  the due date of the note.  Through  December  31,
             2002 the note holders  received  rights to acquire  780,000  common
             shares at $.01 each. The  difference  between the fair value of the
             common stock underlying the purchase rights ($.09 per share,  which
             was the  ascribed  fair  value of the  purchase  rights  using  the
             Black-Scholes  Option Pricing Model for determining fair value) and
             the exercise  price of $.01 is charged to  operations as additional
             interest  on the date  the  purchase  rights  are  issued.  Through
             December 31, 2002,  the note  holders  exercised  rights to acquire
             310,000 common shares and are entitled to exercise  purchase rights
             to acquire an additional 470,000 common shares at $.01 each.

                                      F-18
<PAGE>
NOTE 12 -  COMMITMENTS AND CONTINGENICES. (Continued)

        (b)  Stock Purchase Rights: (Continued)

                  The fair  value  used to  determine  the  additional  interest
             charge was  determined  on each date the holders  were  entitled to
             additional  rights.  The fair value used by management to determine
             the  additional  interest  charge was $.09,  which was the ascribed
             fair value of the purchase  rights using the  Black-Scholes  Option
             Pricing  Model  for  determining  fair  value.  If the  Company  is
             successful in its sale of its securities to the public and the note
             holders  purchase  the common  shares  through the  exercise of the
             purchase rights they own as at December 31, 2002, the excess of the
             fair value of the securities the note holders would receive and the
             purchase  amount  would  be  approximately  $230,000,  which  is in
             accordance  with the provisions of Financial  Accounting  Standards
             Board Opinion No. 123 "Accounting for Stock Based Compensation.


        (c)  License and Distribution Agreement.

                  In  June  2002,  the  Company  entered  into a 5 year  license
             agreement to be the exclusive  licensee  through  December 31, 2003
             and a non-exclusive  licensee  thereafter to manufacture,  package,
             promote,  advertise, market and sell a software package designed to
             assist  parents to monitor  their  child's  on-line  behavior.  The
             Company  will pay the  licensor  $50,000  from the  proceeds of its
             initial  public  offering,  if any,  and a  royalty  of $4 for each
             product sold. At December 31, 2002, the unamortized  portion of the
             deferred  license  fee is $44,167 and the  liability  of $50,000 is
             included in accounts payable and accrued expenses.


        (d)  Lease:

                  The  Company is  obligated  under an  operating  lease for its
             office,  which  expires on  December  1, 2003 at an annual  rent of
             $12,960.


        (e)  Internet Advertising Agreement.

                  The Company  entered  into an Internet  Advertising  Agreement
             with Lifetyme,  Inc., a development  stage  company.  The agreement
             anticipates  that Lifetyme will advertise on the Company's web site
             and in  certain  of the  Company's  marketing  materials  for which
             Lifetyme  will  pay the  Company  a fee to be  determined  on a per
             project basis.  The original term of the agreement is for 18 months
             with the Company  having the option to extend the  agreement for an
             additional 18 months.


                                      F-19
<PAGE>
NOTE 12 -  COMMITMENTS AND CONTINGENICES.  (Continued)

        (e)  Internet Advertising Agreement: (Continued)

                  At  the  inception  of  the  agreement,  the  Company  granted
             Lifetyme,  Inc. a right to purchase 500,000 shares of the Company's
             common  stock for $500  cash.  This right was  assigned  to certain
             shareholders of Lifetyme, Inc. who exercised the right. At the time
             of the exercise of the common stock  purchase right the deemed fair
             value of the Company's  common stock was $.09 per share,  which was
             the  ascribed   fair  value  of  the  purchase   rights  using  the
             Black-Scholes  Option  Pricing  Model for  determining  fair  value
             (which was for services  rendered to the Company).  The  difference
             between the $500 price paid by Lifetyme,  Inc. upon exercise of the
             purchase right and the intrinsic fair value of the Company's common
             stock  ($.09) of  $44,500  which was  classified  in the  financial
             statements  as  deferred  promotional   incentives  and  was  being
             amortized over the life of the advertising agreement (18 months) in
             accordance with the provisions of EITF 96-18 "Accounting for Equity
             Instruments  That Are Issued to Other than Employees for Acquiring,
             or in Conjunction  with Selling,  Goods or Services".  Amortization
             charged to operations in 2001 was $2,950.  Amortization  charged to
             operations  during the nine months ended September 30, 2002,  until
             management  determined the contract had no currently future benefit
             in September 2002, was $19,777.

                  Through  August 2002,  no benefit had arisen from the contract
             with  Lifetyme  and  management  determined  its  value  was  fully
             impaired because it does not appear that any income will arise from
             the contract prior to its expiration.  Accordingly, the unamortized
             portion of the  contract  of $21,773 was written off and charged to
             operations in September 2002.

                  The  Company  has not  cancelled  the  contract  and  may,  if
             conditions warrant it, exercise its option to extend the agreement.
             If and when the Company  does extend the  agreement,  the  variance
             between the fair value of the shares exercisable under the purchase
             right and the purchase price of $500 cash (currently  $44,500) will
             be  capitalized  and  amortized  over the life of the agreement (18
             months).  This measurement  date, which is the exercise date, is in
             accordance with the provisions of EITF 98-16.


        (f)  Employment Agreements:

                  In  March  2000,   William  Bozsnyak  entered  into  a  3-year
             employment   agreement  with  E-Com   Marketing   Group,   Inc.,  a
             predecessor  company,  pursuant to which Mr.  Bozsnyak became Chief
             Executive   Officer,   President  and   Treasurer  of   SearchHelp.
             Currently,  Mr. Bozsnyak is the  Vice-President,  Treasurer,  Chief
             Executive Officer and Chief Financial  Officer of the Company.  The
             agreement  provides  for a  base  salary  of  $80,000,  which  will
             commence upon the  completion of this offering with gross  proceeds
             of at least $2,400,000, with a minimum annual 5% increase.



                                      F-20
<PAGE>
NOTE 12 -  COMMITMENTS AND CONTINGENICES. (Continued)

        (f)  Employment Agreements: (Continued)

                  In March 2000,  Debbie Seaman entered into a 3-year employment
             agreement with E-Com Marketing Group, Inc., a predecessor  company,
             pursuant to which Ms. Seaman became Vice President and Secretary of
             SearchHelp. Currently, Ms. Seaman is the President and Secretary of
             the Company. The agreement, as amended,  provides for a base salary
             of  $70,000,  which  will  commence  upon  the  completion  of this
             offering with gross proceeds of a least $2,400,000,  with a minimum
             annual 5% increase and a salary of $36,000, during the period which
             will commence  upon the Company  raising in excess of $1,000,000 in
             this offering until the completion of this offering.

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

                  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.   If  and  when  the  Company
             establishes  a stock  option  plan,  each of them  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.



NOTE 13 -  QUARTERLY FINANCIAL INFORMATION (UNAUDITED).

                  The Company's  quarterly  financial  data,  for the year ended
             December  31,  2002  follows  below.   Management   does  not  deem
             comparable quarterly data for the years ended December 31, 2001 and
             2000 as meaningful and accordingly has been omitted.
<TABLE>
<CAPTION>
                                         1st                    2nd                   3rd                   4th
                                        Quarter               Quarter               Quarter                Quarter
                                      ---------             ----------            ---------             ----------
<S>                                   <C>                   <C>                   <C>                    <C>
Net loss                              ($268,106)            ($ 34,498)            ($165,054)             ($127,014)
                                      ==========            ==========            ==========             ==========

Loss per share                          ($.02)               $   -                  ($.01)                 ($.01)
                                      ==========            ==========            ==========             ==========

Shares used in
  computation                         15,008,111            15,033,186            15,111,800             15,162,008
                                      ==========            ==========            ==========             ==========
</TABLE>
                                      F-21

<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

None.


















                                       47

<PAGE>
                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.

     All  directors of the Company hold office until the next annual  meeting of
the  Company's  shareholders  and until their  successors  are duly  elected and
qualified,  or until their  earlier  death,  resignation  or removal.  Executive
officers  are elected by the Board of  Directors on an annual basis and serve at
the discretion of the Board of Directors.

     Directors of the Company who are  salaried  employees of the Company do not
receive any additional  compensation for serving as a director and the directors
who are not salaried  employees  of the Company do not receive any  compensation
for serving as a director.

     The Audit Committee is comprised of two non-employee  directors.  The Audit
Committee is responsible  for overseeing  and  monitoring  management's  and the
Company's  independent  auditors'   participation  in  the  financial  reporting
process.  The Audit Committee must recommend the Company's financial  statements
for a particular period to the Board of Directors before the Company may include
them in any report filed with the Securities and Exchange Commission.  The Audit
Committee  also  performs  such  other  duties as are set  forth in its  written
charter.  Directors  do not  receive any  compensation  for serving on the Audit
Committee.

     The Compensation Committee is comprised of two non-employee directors.  The
Compensation  Committee is responsible for  determining the  compensation of the
Chief  Executive  Officer and the other senior  executives of the Company and to
establish policies for senior management.

DIRECTORS AND EXECUTIVE OFFICERS

     The Company has a board of directors comprised of 4 members.  Each director
holds office until the next annual stockholders  meeting or until a successor is
duly elected or appointed.  The members of the Company's  board of directors and
the Company's executive officers are:

<TABLE>
<CAPTION>
Name                                 Age          Position
----                                 ---          --------

<S>                                  <C>         <C>
William Bozsnyak                     42           Director, Chief Executive Officer, Chief
                                                  Financial Officer, Chairman of the Board,
                                                  Vice President and Treasurer

Debbie Seaman                        44           Director, President and Secretary

Joel San Antonio                     49           Director

Joseph P. Carrizzo                   45           Director
</TABLE>


                                       48
<PAGE>
WILLIAM BOZSNYAK

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

DEBBIE SEAMAN

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

     Joel San Antonio has been a Director of SearchHelp  since  September  2001.
Mr. San  Antonio  began his career as  co-founder  of a business  in the women's
fashion  industry.  In 1983,  Mr. San Antonio and his partner exited the fashion
industry and founded  Warrantech  Corporation,  a third party  administrator  of
service  contracts and extended  warranty  programs.  The company went public in
1984 and, in September  1997, was  recognized by Fortune  Magazine as one of the
"100 Fastest  Growing  Companies in America."  Today,  Mr. San Antonio serves as
Chairman of the Board and Chief Executive Officer of Warrantech Corporation.  In
addition,  he was a founder of Corniche  Group,  Inc.,  a provider of  insurance
products and services,  and served as a director from May 1998 through September
1999.  Since  December  1999, Mr. San Antonio also serves as the 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

                                       49
<PAGE>
Pharmaceuticals,  Inc., a pharmaceutical company focusing on the development and
commercialization  of innovative  products for the treatment of cancer and other
diseases.  In 1998,  Mr. San Antonio was a national  finalist in Ernst & Young's
"Entrepreneur of the Year" program following his recognition as "Entrepreneur of
the Year" in financial  services for E & Y's Northeast Region. He is a member of
the  Metropolitan   Museum  of  Art  and  is  also  involved  in  a  variety  of
philanthropic and charitable activities.

JOSEPH P. CARRIZZO

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

RONALD GLIME

     Ronald Glime was the Chief  Financial  Officer of SearchHelp from September
2001 until September 2002.

ITEM 10. EXECUTIVE COMPENSATION.
<TABLE>
<CAPTION>
                                                                      Long-term Compensation Awards
                                                                      -----------------------------
                                                                    Securities Underlying Options ($)
                                                                    ---------------------------------
                                     Annual Compensation
             Name                 Salary($)        Bonus($)
             ----                 ---------        --------
      <S>                        <C>             <C>                           <C>
       William Bozsnyak               0               0                             0
        Debbie Seaman                 0(1)            0                             0
</TABLE>
(1)  Commencing on October 1, 2001 and terminating on June 15, 2002, Ms. Seaman
     received $500 per month for childcare. From June 16, 2002 through March 31,
     2003, Ms. Seaman received a total of $3,500 for childcare.

EMPLOYMENT AGREEMENTS

     In March 2000, William Bozsnyak entered into a 3-year employment  agreement
with E-Com Marketing Group, Inc., a predecessor  company,  pursuant to which Mr.
Bozsnyak became Chief Executive Officer,  President and Treasurer of SearchHelp.
The  agreement  provides for a base salary of $80,000,  which will commence upon
the completion of this offering with gross proceeds of at least $2,400,000, with
a minimum annual 5% increase.

     In March 2000,  Debbie Seaman  entered into a 3-year  employment  agreement
with E-Com Marketing Group, Inc., a predecessor  company,  pursuant to which Ms.
Seaman became Vice  President and Secretary of  SearchHelp.  The  agreement,  as
amended,  provides for a base salary of $70,000,  which will  commence  upon the
completion of this offering with gross proceeds of at least  $2,400,000,  with a

                                       50
<PAGE>
minimum  annual 5% increase and a salary of $36,000 during the period which will
commence upon the company raising in excess of $1,000,000 in this offering until
the completion of this offering.

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

     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.  If and
when the company  establishes a stock option plan,  each of them 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.

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

     The  following  table  contains  information  relating  to  the  beneficial
ownership of Common Stock by members of the Board of Directors and the Company's
officers as a group, as well as certain other beneficial  owners as of March 31,
2003.  Information  as to the  number of shares  of Common  Stock  owned and the
nature  of  ownership  has been  provided  by these  individuals  or is based on
Schedules 13D, or amendments thereto,  received by the Company as filed with the
Securities and Exchange  Commission,  and is not within the direct  knowledge of
the Company.  Unless otherwise  indicated,  the named  individuals  possess sole
voting and investment power with respect to the shares listed.
<TABLE>
<CAPTION>
                                                         SHARES BENEFICIALLY OWNED (1) (2)
NAME AND ADDRESS OF BENEFICIAL OWNER                       NUMBER                 PERCENT
------------------------------------                       ------                 -------
<S>                                                          <C>                  <C>
William Bozsnyak(3)                                          3,477,685            21.72%
Debbie Seaman(4)                                             3,139,225            19.61%
Joel San Antonio(5)                                          5,500,000            34.35%
Joseph Carrizzo(6)                                             250,000             1.56%

All current directors and executive officers                12,366,910            77.24%
of SearchHelp as a group (4 persons)
</TABLE>

(1)  Beneficial  ownership  is  determined  in  accordance  with  rules  of  the
     Securities and Exchange Commission and includes voting and investment power
     with respect to shares.  Unless otherwise  indicated,  the persons named in
     the table have sole voting and sole investment  control with respect to all
     shares beneficially owed.
(2)  The  number  and  percentage  of  shares  beneficially  owned  are based on
     16,012,000  shares of common stock issued and  outstanding  as of March 31,
     2003. None of the above listed people have the right to acquire  beneficial
     ownership of any share of the  Company's  common stock within 60 days after
     the date of this Annual report on Form 10-KSB.
(3)  Mr.  Bozsnyak's  address is c/o  SearchHelp,  Inc.,  1055  Stewart  Avenue,
     Bethpage, NY 11714.
(4)  Ms.  Seaman's  address  is  c/o  SearchHelp,  Inc.,  1055  Stewart  Avenue,
     Bethpage, NY 11714.
(5)  Mr.  San  Antonio's  address is c/o  Warrantech  Corporation,  350  Bedford
     Street, Stamford, CT 06901.

                                       51
<PAGE>
(6)  Mr. Carrizzo's address is 35 Marie Drive, Huntington, New York 11743.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On December 4, 2001,  SearchHelp  borrowed  $25,000 from Ronald Glime,  its
then Chief  Financial  Officer.  Pursuant to the  promissory  note issued to Mr.
Glime,  the Company agreed to repay the note, plus interest at a rate of 10% per
annum, by February 4, 2002. Mr. Glime has the right to purchase 10,000 shares of
the Company's common stock at a price of $.01 per share if his note, and accrued
interest,  is not repaid in full when due, and to purchase an  additional  5,000
shares of common  stock at a price of $.01 per share for each  month  thereafter
that the note, with accrued interest,  is not repaid in full. As of December 31,
2002,  Mr. Glime was not repaid and he purchased  20,000  shares of common stock
for $200.  At December 31, 2002,  Mr. Glime has  additional  purchase  rights to
acquire 40,000 shares of the Company's common stock for an aggregate of $400.

     The Company has a $50,000  revolving  line of credit with HSBC Bank USA. As
of  December  31,  2002,  $39,450  of the  credit  line has been  utilized.  The
company's officers,  William Bozsnyak and Debbie Seaman,  personally  guaranteed
this debt. Their guarantee is collateralized  by marketable  securities owned by
Mr.  Bozsnyak  which had a fair  market  value of  approximately  $35,000  as of
December 31, 2002.

     On  December  31, 2000 the company  entered  into a lease with  Briarcliffe
Foundation,  Inc. Mr. Bozsnyak personally guaranteed the rent payments due under
the lease.

     As of March 31, 2003, Mr.  Bozsnyak has advanced  $130,188,  and Ms. Seaman
has advanced $14,820,  to the company.  These loans do not bear interest and Mr.
Bozsnyak  and Ms.  Seaman do not expect them to be repaid  until the company has
enough cash to operate for a period of 18 months.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

Exhibit No.        Description of Exhibit
-----------        ----------------------


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

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

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


                                       52
<PAGE>
     4.2       Specimen Class A Warrant Certificate of the Company (incorporated
               herein by  reference  to the  Company's  Form SB-2 filed with the
               Securities and Exchange Commission (File No. 33-97687)).

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

     10.1      Employment  Agreement,  dated March 2000, between the Company and
               William  Bozsnyak   (incorporated  herein  by  reference  to  the
               Company's  Form  SB-2  filed  with the  Securities  and  Exchange
               Commission (File No. 33-97687)).

     10.2      Employment  Agreement,  dated March 2000, between the Company and
               Debbie Seaman  (incorporated herein by reference to the Company's
               Form SB-2 filed with the Securities and Exchange Commission (File
               No. 33-97687)).

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

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

     10.5      Internet Advertising Agreement,  dated November 26, 2001, between
               the Company and Lifetyme,  Inc. (incorporated herein by reference
               to the Company's Form SB-2 filed with the Securities and Exchange
               Commission (File No. 33-97687)).


     10.6      Software Development Agreement,  dated December 15, 2001, between
               the Company and Benjamin Kolts (incorporated  herein by reference
               to the Company's Form SB-2 filed with the Securities and Exchange
               Commission (File No. 33-97687)).

     10.7      Agreement,  dated  December  26,  2001,  between  the Company and
               Acxiom  Corporation  (incorporated  herein  by  reference  to the
               Company's  Form  SB-2  filed  with the  Securities  and  Exchange
               Commission (File No. 33-97687)).

     10.8      Teaming  Agreement,  dated December 20, 2001, between the Company
               and National  Economic  Development  Advisors,  LLC (incorporated
               herein by  reference  to the  Company's  Form SB-2 filed with the
               Securities and Exchange Commission (File No. 33-97687)).

     10.9      Form  Lock-Up   Agreement  between  the  Company  and  non-public
               Stockholders  (incorporated  herein by reference to the Company's
               Form SB-2 filed with the Securities and Exchange Commission (File
               No. 33-97687)).
                                       53
<PAGE>
     10.10     Escrow Agreement, dated October 16, 2002, between the Company and
               HSBC Bank (incorporated herein by reference to the Company's Form
               SB-2 filed with the Securities and Exchange  Commission (File No.
               33-97687)). .

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

     10.12     Agreement,   dated  May  14,   2002,   between  the  Company  and
               Protect-a-Child  America Agreement with  Protect-a-Child  America
               (incorporated  herein by  reference  to the  Company's  Form SB-2
               filed  with the  Securities  and  Exchange  Commission  (File No.
               33-97687)).

     10.13     Agreement, dated June 6, 2002, between the Company and eDocusign,
               Inc. (incorporated herein by reference to the Company's Form SB-2
               filed  with the  Securities  and  Exchange  Commission  (File No.
               33-97687)).

     10.14     Consulting Agreement, dated October 18, 2002, between the Company
               and Oyster Bay East Norwich School District  (incorporated herein
               by reference to the Company's Form SB-2 filed with the Securities
               and Exchange Commission (File No. 33-97687)).

     10.15     Specimen  Promissory  Note for  Loan  with  Equity  (incorporated
               herein by  reference  to the  Company's  Form SB-2 filed with the
               Securities and Exchange Commission (File No. 33-97687)).

     10.16     Schedule  10.16  identifying  contracts  that  are  substantially
               similar to Exhibit  10.15 in all material  respects  except as to
               the parties thereto, the dates of execution and the loan amount.

     10.17     Specimen  Promissory  Note for Loan without Equity  (incorporated
               herein by  reference  to the  Company's  Form SB-2 filed with the
               Securities and Exchange Commission (File No. 33-97687)).

     10.18     Schedule  10.18  identifying  contracts  that  are  substantially
               similar to Exhibit  10.17 in all material  respects  except as to
               the parties thereto, the dates of execution and the loan amount.

     10.19     Placement Agent  Agreement,  dated January 22, 2003,  between the
               Company  and Robert M. Cohen & Co, Inc.  (incorporated  herein by
               reference to the  Company's  Form SB-2 filed with the  Securities
               and Exchange Commission (File No. 33-97687)).

     10.20     Placement Agent Registration Rights Agreement,  dated January 22,
               2003,  between  the  Company  and  Robert  M.  Cohen  & Co,  Inc.
               (incorporated  herein by  reference  to the  Company's  Form SB-2
               filed  with the  Securities  and  Exchange  Commission  (File No.
               33-97687)).


                                       54
<PAGE>
     10.21     Form of Placement Agent Warrant (incorporated herein by reference
               to the Company's Form SB-2 filed with the Securities and Exchange
               Commission (File No. 33-97687)).

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

(b) Reports on Form 8-K.

               NONE.

ITEM 14.    CONTROLS AND PROCEDURES.

     Within the 90 days prior to the date of this  report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's management,  including William Bozsnyak, the Company's Chief Executive
Officer and Chief  Financial  Officer,  of the  effectiveness  of the design and
operation of the Company's  disclosure controls and procedures.  Based upon that
evaluation,  William Bozsnyak concluded that the Company's  disclosure  controls
and  procedures  are effective in timely  alerting them to material  information
relating to the Company  required to be included in the  Company's  periodic SEC
filings.

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

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


ITEM 16. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees:                Year ended December 31, 2002       $75,730

                           Year ended December 31, 2001       $47,398

Audit Related Fees:        Year ended December 31, 2002             0

                           Year ended December 31, 2001             0


                                       55
<PAGE>
Tax Fees:                  Year ended December 31, 2002        $7,437

                           Year ended December 31, 2001             0

All Other Fees:            Year ended December 31, 2002             0

                           Year ended December 31, 2001             0



                                       56
<PAGE>
<TABLE>
<CAPTION>
                                  Exhibit Index

------------------------- ------------------------------------------------------------------------------ -------------
Exhibit Number                                             Description                                       Page
------------------------- ------------------------------------------------------------------------------ -------------
          <S>            <C>                                                                             <C>
         10.16            Schedule 10.16 identifying contracts that are substantially similar to
                          Exhibit 10.15 in all material respects except as to the parties thereto, the
                          dates of execution and the loan amount.                                             59
------------------------- ------------------------------------------------------------------------------ -------------
         10.18            Schedule 10.18 identifying contracts that are substantially similar to
                          Exhibit 10.17 in all material respects except as to the parties thereto, the
                          dates of execution and the loan amount.                                             60
------------------------- ------------------------------------------------------------------------------ -------------
          99.1            Certification of Chief Financial Officer  and Chief Executive Officer
                          Pursuant to 18 U.S.C. Section 1350                                                  61
------------------------- ------------------------------------------------------------------------------ -------------
</TABLE>

                                       57
<PAGE>
                                   SIGNATURES

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

SearchHelp, Inc.
----------------
(Registrant)


By: /s/ William Bozsnyak
   ----------------------
        William Bozsnyak, Chief Financial Officer
        (Chief Executive Officer, Vice President and Treasurer)



Date: April 11, 2003
     ---------------

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              President and Secretary           April 11, 2003
-----------------
    Debbie Seaman



/s/ Joel San Antonio           Director                          April 11, 2003
--------------------
    Joel San Antonio



/s/ Joseph Carrizzo            Director                          April 11, 2003
-------------------
    Joseph Carrizzo





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