**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, 2007




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


**OF
      1934**




For
        the
        transition period from _____________ to _____________
  Commission
        file number 1-31590
  SearchHelp,
        Inc.
 (Name
        of
        small business issuer in its charter)
  Delaware
              
              11-3621755(State
                  or other jurisdiction of
              
              (I.R.S.
                  Employerincorporation
                  or organization)
              
              Identification
                  No.)
  6800
                  Jericho Turnpike, Suite 208E, Syosset, New
                  York
              
              11791(Address
                  of principal executive
                  offices)
              
              (Zip
                  Code)Issuer's
                  telephone number (516)
                  922-4765
  Title
                    of each class
              
              Name
                  of each exchange on
                  whichregistered


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




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




**Common
      Stock**


(Title
      of
      class)




**Class
      A Warrant to Purchase Common Stock**


(Title
      of
      class)




**Class
      B Warrant to Purchase Common Stock**


(Title
      of
      class)




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




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




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


Yes
oNo
x




Issuer's
      revenues for its fiscal year ended December 31, 2007: $84,570.




The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price of the average bid and ask
      price of $0.12 of such common equity as of April 4, 2008, is
      $9,088,207.




The
      outstanding number of shares of common stock, par value $0.0001 per share,
      of
      the issuer as of April 4, 2008 was 60,357,084.




**DOCUMENTS
      INCORPORATED BY REFERENCE**




NONE




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










Table
        of
        Contents


PART
                  IItem
                  1.
              
              Description
                of Business
              
              3Item
                  2.
              
              Description
                of Property
              
              5Item
                  3.
              
              Legal
                Proceedings
              
              5Item
                  4.
              
              Submission
                of Matters to a Vote of Security Holders
              
              6PART
                  IIItem
                  5.
              
              Market
                for Common Equity and Related Stockholder Matters
              
              6Item
                  6.
              
              Management's
                Discussion and Analysis or Plan of Operation
              
              7Item
                  7.
              
              Financial
                Statements
              
              18Item
                  8.
              
              Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure
              
              21Item
                  8A(T)
              
              Controls
                and Procedures
              
              21Item
                  8B.
              
              Other
                Information
              
              21PART
                  IIIItem
                  9.
              
              Directors,
                  Executive Officers, Promoters, Control Personsand
                  Corporate Governance;
                Compliance
                  With Section 16(a) of the Exchange Act
              
              22Item
                  10.
              
              Executive
                Compensation
              
              25Item
                  11.
              
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                Stockholder
                  Matters
              
              27Item
                  12.
              
              Certain
                Relationships and Related Transactions
              
              28Item
                  13.
              
              Exhibits
              
              28Item
                  14.
              
              Principal
                Accountant Fees and Services
              
              30




**SPECIAL
      NOTE ON FORWARD-LOOKING STATEMENTS**





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




2




**PART
      I**




**Item
      1. Description of Business**




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




**Business
      Summary**




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




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




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




**FamilySafe**




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




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




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




*Sentry
      At Home*




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




*Sentry
      Remote*




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




*Sentry
      Predator Locator*




Sentry
      Predator Locator gives parents the ability to see where registered sex offenders
      live and receive notification if one moves into their neighborhood via email,
      cell phone or message to users' desktops. Due to poor performance in the
      marketplace, the Company will discontinue this product in 2008.




**Competition**




The
      Company competes for business with other companies that have child-monitoring
      software that includes the following: NetNanny (ContentWatch, Inc.), Cybersitter
      (Solid Oak Software, Inc. (US)), CyberPatrol (SurfControl), McAfee Parental
      Controls (Networks Associates Technology, Inc.), Norton Parental Controls
      (Symantec Corporation), FilterPak (S4F, Inc.), Cyber Sentinel (Security Software
      Systems, Inc.), and Cyber Snoop (Pearl Software, Inc.).




3




The
      Company plans to respond promptly and effectively to the challenges of
      technological change, evolving standards and the Company's competitors'
      innovations by continuing to enhance the Company's products and services, as
      well as the Company's sales and marketing channels.




**Marketing**





In
      early
      January 2007, SearchHelp exhibited its products at the 2007 International
      Consumer Electronics Show (“CES”) in Las Vegas. Since this was our third year at
      CES, we received significant traffic and attention at our booth and held several
      meetings with major retailers and potential strategic partners at the show.





The
      Company released its new 2008 beta Version of its Sentry products during the
      fourth quarter of 2007. This new version is a complete rebuild, which has been
      in development since early 2007. The new product, Sentry Total Family Protection
      (“Suite”) replaces the combined features set of both our Sentry At Home and
      Sentry Remote products which the Company believes exceeds the feature set of
      all
      other major competitors. We also introduced Sentry Lite, a free version of
      our
      Sentry at Home software with far fewer features, to introduce parents to
      parental control software with the intent that parents upgrade to our fee based
      products once they see the value parental control software offers.





We
      have
      designed several new forms of packaging and delivery methods that we believe
      will more effectively distribute Sentry products into the marketplace including
      our prepaid card packaging, making our Sentry products the first software
      products of any kind delivered to market in this format. The Company has
      recently shipped this new packaging to a major pharmacy chain on a consignment
      basis.





In
      October 2007, we signed a
      sales
      and distribution agreement with Celltec Limited (“Celltec”) to deliver Sentry
      products throughout the United Kingdom and the Republic of Ireland. We began
      shipping product under this agreement during the first quarter of 2008 on a
      non-consignment basis. Celltec has hired Brazen, a major UK PR agency to create
      a national distribution and awareness campaign, which was launched on April
      14,
      2008. This campaign is structured to be duplicated in other countries throughout
      Europe. The campaign includes all forms of media and celebrity endorsements,
      as
      well as an alliance with a major cell phone provider and retail
      chains.





We
      continue to refine our retail strategy, including product placement in stores,
      pricing and rebate promotions, packaging design and product delivery systems.
      Additionally, we continue to actively seek affinity partners to promote and
      distribute our software products through national faith based and civic
      organizations, education channels and charitable organizations.





**Economic
      Dependency**





The
      Company sells its products through distributors to major retailers throughout
      the United States. At December 31, 2007, two customers, each of which accounted
      for more than 10% of the Company’s accounts receivable, accounted for 97% of
      total accounts receivable in the aggregate. At December 31, 2006, two customers,
      each of which accounted for more than 10% of the Company’s accounts receivable,
      accounted for 67% of total accounts receivable in the aggregate.





In
      2007,
      the three largest customers, each of which accounted for more than 10% of the
      Company’s sales, accounted for 98% of total sales in the aggregate. In 2006, the
      four largest customers, each of which accounted for more than 10% of the
      Company’s sales, accounted for 71% of total sales in the aggregate.




In
      2007
      and 2006, the Company, for reasons of convenience, consistency and economy
      of
      scale, purchased its entire inventory from one vendor. This risk is mitigated
      to
      a great extent by the extensive availability of similar vendors at competitive
      prices throughout the United States.




4




**Intellectual
      Property**




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




**Employees**




As
      of
      April 4, 2008, the Company had seven full time employees and two part time
      employees.




**Item
      2. Description of Property.**




The
      Company leases an executive office consisting of 1,868 square feet at 6800
      Jericho Turnpike, Suite 208E, Syosset, New York 11791. The lease commenced
      on
      July 31, 2006 and has a five year and two month term. The current rent is $4,401
      per month ($52,812 per year) and increases approximately 3% per annum. The
      Company has a security deposit with its landlord of $8,406.




ETP
      leases 1,404 square feet of office space at 56 Roland Street, Boston,
      Massachusetts on a month to month basis. The annual rent is
      $28,704.




Rent
      expense was $82,279 and $66,557 for the years ended December 31, 2007 and 2006,
      respectively.




**Item
      3. Legal Proceedings.**





*AmberAlertAgent
      Development Company, LLC*





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





On
      August
      2, 2007, the Company and the plaintiffs signed a Settlement Agreement and Mutual
      Release whereby all legal actions were dismissed. Under the terms of the
      Settlement Agreement, SearchHelp placed $10,000 into escrow and released to
      the
      plaintiffs an aggregate of 1.375 million shares of the Company's common stock
      which were previously being held in escrow. The remaining 125,000 shares which
      were previously held in escrow were returned to the Company and retired. In
      addition, pursuant to the Settlement Agreement, SearchHelp and Amber Alert
      Agent
      entered into a License Agreement pursuant to which the Company received a
      perpetual, royalty-free, worldwide, and non-exclusive license to use, including
      to reproduce, perform, display, distribute, and create derivative works from,
      certain Sentry Predator Locator software and all related documentation. An
      additional $10,000 was placed in escrow for payment of transition services
      to be
      provided by the plaintiffs to assist the Company in migrating the software
      onto
      the Company's servers. The source code for the licensed software was also placed
      into escrow. All escrowed items will be released upon the successful transition
      of the software.





*Joseph
      Carrizzo*





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




5





On
      September 14, 2007, SearchHelp was served with a complaint that was filed in
      the
      Supreme Court of New York in Nassau County on August 30, 2007, entitled Joseph
      Carrizzo v. SearchHelp, Inc., arising from the situation stated above. In his
      Complaint, Mr. Carrizzo alleges that the Company was in material breach of
      the
      employment agreement. The Complaint seeks (i) damages in an amount in excess
      of
      $450,000, arising out of a material breach of the employment agreement, (ii)
      compensatory damages under Section 198, subdivision 1-a of the New York Labor
      Law including a statutory penalty of 25% and attorney’s fees, and (iii) a
      declaratory judgment that SearchHelp’s conduct constitutes a material breach,
      that all of Mr. Carrizzo’s non-vested stock options have fully vested and that
      all vested options and any shares issued upon exercise are entitled to immediate
      registration.





On
      October 4, 2007, the Company filed a verified answer and counterclaim in the
      Supreme Court of New York in Nassau County denying the allegations made by
      Mr.
      Carrizzo and counterclaiming that Mr. Carrizzo wrongfully appropriated
      intellectual property of the Company. The counterclaim seeks damages in an
      amount not yet fully ascertainable, but in no event less than
      $7,000,000.





Several
      motions and affidavits have been filed by both parties. A hearing date is
      expected to be set for late April 2008.




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




No
      matters were submitted to a vote of security holders during the fourth quarter
      of 2007.





**PART
      II**




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




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




On
      December 31, 2007, we extended the term to exercise the Class A Warrant from
      December 31, 2007 to March 31, 2008. The exercise price of the Class A Warrant
      was lowered on from $0.75 to $0.17 per share of our common stock, and we reduced
      the exercise price of our Class B Warrant from $1.50 to $0.22 per share of
      our
      common stock. All other terms and conditions of the Warrants remained the same.
      On March 25, 2008, we extended the term to exercise the Class A Warrant from
      March 31, 2008 to July 31, 2008. The Company will file a Post-Effective
      Amendment No. 9 to its Registration Statement on Form SB-2 (“Post-Effective
      Amendment”). The amended exercise price will become effective upon the date on
      which the Securities and Exchange Commission declares the Post-Effective
      Amendment.




As
      of
      April 4, 2008, the Company had outstanding 60,357,084 shares of its Common
      Stock, par value $0.0001 per share, 2,474,000 Class A Warrants and 2,474,000
      Class B Warrants. None of the Class A Warrants or Class B Warrants have been
      exercised. Also outstanding were a placement agent warrant to purchase 247,400
      units comprised of one share of common stock, one Class A Warrant and one Class
      B Warrant. On December 31, 2007, we extended the term to exercise the placement
      agent’s Class A Warrant from December 31, 2007 to December 31, 2008. The
      exercise price of the placement agent’s Class A Warrant was lowered on from
      $0.75 to $0.17 per share of our common stock, and we reduced the exercise price
      of the placement agent’s Class B Warrant from $1.50 to $0.22 per share of our
      common stock. Additionally outstanding were various placement agent warrants
      to
      purchase a total of 569,700 shares of the Company's Common Stock at a purchase
      prices ranging from $0.30 per share to $0.50 per share.





**Price
      Range of Common Stock**





The
      following table shows the high and low bid prices of the Company’s Common Stock
      as quoted on the OTC Bulletin Board by quarter during each of our last two
      fiscal years ended December 31, 2007 and 2006. These quotes reflect inter-dealer
      prices, without retail markup, markdown or commissions and may not represent
      actual transactions. The information below was obtained from those
      organizations, for the respective periods.




Quarter
                  Ended
              
              Quarter
                  Ended
              
              Quarter
                  Ended
              
              Quarter
                  Ended**2007**
              
              March
                  31, 2007
              
              June
                  30, 2007
              
              September
                  30, 2007
              
              December
                  31, 2007High
              
              $
              0.45
              
              $
              0.40
              
              $
              0.28
              
              $
              0.22Low
              
              $
              0.23
              
              $
              0.22
              
              $
              0.13
              
              $
              0.08
  Quarter
                  Ended
              
              
              Quarter
                  Ended
              
              
              Quarter
                  Ended
              
              
              Quarter
                  Ended**2006**
              
              
              March
                  31, 2006
              
              
              June
                  30, 2006
              
              
              September
                  30, 2006
              
              
              December
                  31, 2006High
              
              $
              0.65
              
              $
              0.47
              
              $
              0.44
              
              $
              0.38Low
              
              $
              0.40
              
              $
              0.37
              
              $
              0.31
              
              $
              0.26




The
      high
      and low bid prices for shares of the Company’s Common Stock on April 4, 2008
      were $0.14 and $0.11 per share, respectively, based upon bids that represent
      prices quoted by broker-dealers on the OTC Bulletin Board.




**Holders**




As
      of
      April 4, 2008, there were approximately 612 holders of record of the Company's
      common stock, approximately 22 holders of record of the Company's Class A
      Warrants and approximately 39 holders of record of the Company's Class B
      Warrants.




**Dividends**




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




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





The
      following table provides information regarding the status of our existing equity
      compensation plans at December 31, 2007.




Number
                        of securities to be
                      issued
                        upon exercise of
                      outstanding
                        options,
                      warrants
                        and rights
              
              Weighted-average
                      exercise
                    price
                      of outstanding
                    options,warrants
                    and
                      rights
              
              Number
                        of
                      securities
                        remaining
                      available
                        for future issuance
                      under
                        equity compensation plansEquity
                  compensation plans approved by security holders
              
              
              1,500,000
              
              $
              0.50
              
              
              50,000Equity
                    compensation plans not approved by security holders
              
              
              8,283,157
              
              $
              0.34
              
              
              0Total
              
              
              9,783,157
              
              $
              0.40
              
              
              50,000


The
      number of securities remaining available for future issuance under equity
      compensation plans approved by security holders totaled 50,000 shares at
      December 31, 2007.




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





On
      October 5, 2007, the Company issued 74,825 shares of the Company’s restricted
      common stock as payment in kind for interest due for the month of September
      2007
      on the Company’s 10% convertible notes.





On
      November 8, 2007, the Company issued 66,667 shares of the Company’s restricted
      common stock upon the conversion of $10,000 of the Company’s 10% convertible
      notes.





On
      December 5, 2007, the Company issued 102,978 shares of the Company’s restricted
      common stock as payment in kind for interest due for the month of October 2007
      on the Company’s 10% convertible notes.





On
      December 10, 2007, the Company issued 140,000 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $17,800.




6





On
      December 12, 2007, the Company issued 2,397,563 shares of the Company’s
      restricted common stock upon the conversion of $330,000 of the Company’s 10%
      convertible notes.





On
      December 14, 2007, the Company issued 812,500 shares of the Company’s restricted
      common stock upon the conversion of $130,000 of the Company’s 10% convertible
      notes.





On
      December 18, 2007, the Company issued 50,000 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $7,000.





On
      December 18, 2007, the Company issued 357,143 shares of the Company’s restricted
      common stock upon the conversion of $50,000 of the Company’s 10% convertible
      notes.





On
      December 27, 2007, the Company issued 187,500 shares of the Company’s restricted
      common stock upon the conversion of $30,000 of the Company’s 10% convertible
      notes.





On
      December 28, 2007, the Company issued 398,333 shares of the Company’s restricted
      common stock upon the conversion of $44,000 of the Company’s 10% convertible
      notes.





On
      December 31, 2007, the Company issued 98,099 shares of the Company’s restricted
      common stock as payment in kind for interest due for the month of November
      2007
      on the Company’s 10% convertible notes.





December
      31, 2007, the Company issued 312,500 shares of the Company’s restricted common
      stock upon the conversion of $50,000 of the Company’s 10% convertible
      notes.





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




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





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





**General**





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





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As reflected in the financial statements,
      the
      Company incurred net losses of $6,264,492 and $3,951,743 for the years ended
      December 31, 2007 and 2006, respectively. In addition, the Company had negative
      working capital of $3,471,962 and an accumulated deficit of $17,162,519 at
      December 31, 2007.





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





The
      Company has been successful in raising financing from equity and debt
      transactions, however, there is no guarantee that it will be able to continue
      raising capital in the future. During 2007, the Company raised $2,174,800 from
      the private placement of common stock, 7% convertible preferred stock and
      warrants, and an additional $460,000 principal amount of 10% short term
      promissory notes. A total of $260,000 of the 10% short term promissory notes
      have been repaid or converted into preferred stock. A total of $664,000 of
      convertible notes were converted into common stock.




7





During
      2007, the Company continued to focus on three primary operating
      priorities:





***Product
      Design and Delivery.*** The
      Company released its new 2008 beta Version of its Sentry products during the
      fourth quarter of 2007. This new version is a complete rebuild, which has been
      in development since early 2007. The new product, Sentry Total Family Protection
      (“Suite”) replaces the combined features set of both our Sentry At Home and
      Sentry Remote products which the Company believes exceeds the feature set of
      all
      other major competitors. We also introduced Sentry Lite, a free version of
      our
      Sentry at Home software with far fewer features, to introduce parents to
      parental control software with the intent that parents upgrade to our fee based
      products once they see the value parental control software offers.





We
      have
      designed several new forms of packaging and delivery methods that we believe
      will more effectively distribute Sentry products into the marketplace including
      our prepaid card packaging, making our Sentry products the first software
      products of any kind delivered to market in this format. The Company has
      recently shipped this new packaging to a major pharmacy chain on a consignment
      basis.





We
      have
      developed a method to commercialize a technology developed by the Company that
      could provide advertisers and marketers the ability to analyze in real-time,
      natural language expression in digital content, such as blogs, emails, and
      uniquely instant messaging and mobile text messaging to determine sentiment
      and
      other emotive factors. This automated ability to ascertain emotional context
      in
      digital content is unprecedented and has widespread uses and implications in
      the
      evolving marketing and media landscape. This technology can automatically
      identify emotion and tone in person to person exchanges. The commercialization
      of this technology will help advertisers and marketers acquire a deeper
      understanding of both their customers and their competitive market position
      by
      providing a true and objective measure of how their customers feel. Businesses
      will be able to use accurate, relevant, real time, and objective marketing
      intelligence to develop, fine tune, and validate key advertising and marketing
      strategies that improve marketing ROI, increasing efficiency and effectiveness.
      We expect to introduce this new technology to the marketplace in
      2008.





***Establish
      and Enhance Sales and Distribution Channels.*** In
      October 2007, we signed a
      sales
      and distribution agreement with Celltec Limited (“Celltec”) to deliver Sentry
      products throughout the United Kingdom and the Republic of Ireland. We began
      shipping product under this agreement during the first quarter of 2008 on a
      non-consignment basis. Celltec has hired Brazen, a major UK PR agency to create
      a national distribution and awareness campaign, which was launched on April
      14,
      2008. This campaign is structured to be duplicated in other countries throughout
      Europe. The campaign includes all forms of media and celebrity endorsements,
      as
      well as an alliance with a major cell phone provider and retail
      chains.





We
      continue to refine our retail strategy, including product placement in stores,
      pricing and rebate promotions, packaging design and product delivery systems.
      Additionally, we continue to actively seek affinity partners to promote and
      distribute our software products through national faith based and civic
      organizations, education channels and charitable organizations





***Addressing
      the Company's liquidity and capital needs.*** Since
      inception, the Company has not generated any significant cash flows from
      operations; therefore, the Company has funded its operations by issuing notes
      and by the sale of common stock. Management has determined that the Company
      will
      require additional capital in order to fully exploit the growing market for
      its
      products and services. During 2007, the Company raised $2,174,800 from the
      private placement of common stock, 7% convertible preferred stock and warrants,
      and an additional $460,000 principal amount of 10% short term promissory notes.
      A total of $260,000 of the 10% short term promissory notes have been repaid
      or
      converted into preferred stock. A total of $664,000 of convertible notes were
      converted into common stock. See - Liquidity and Capital Resources.




**Significant
      and Critical Accounting Policies:**




(a)
      Basis
      of Presentation: The accompanying financial statements which accompany the
      Annual Report on Form 10-KSB have been prepared in accordance with accounting
      principles generally accepted in the United States of America. The accompanying
      financial statements for the year ended December 31, 2007 and 2006 include
      the
      accounts of the Company and its wholly owned subsidiaries. All intercompany
      transactions have been eliminated in consolidation.




8




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




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




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




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




(e)
      Software Development Costs: Research and development costs are expensed as
      incurred. No research and development costs were incurred during the years
      ended
      December 31, 2007 and 2006.




In
      accordance with the provisions of SFAS No. 86, "Accounting for the costs of
      computer software to be sold or otherwise marketed", software development costs
      are subject to capitalization beginning when a product's technological
      feasibility has been established and ending when a product is available for
      release to customers. No development costs were capitalized for the year ended
      December 31, 2007. For the year ended December 31, 2006, the Company capitalized
      $195,822 of software development costs. The software costs are amortized on
      a
      straight line basis over the estimated useful life of three years. Amortization
      expense for the years ended December 31, 2007 and 2006 was $231,383 and
      $260,016, respectively.




In
      accordance with SFAS 144 “Accounting for the Impairment or Disposal of
      Long-Lived Assets”, we review long-lived assets for impairment whenever
      circumstances and situations change such that there is an indication that the
      carrying amounts may not be recovered. In such circumstances, we will estimate
      the future cash flows expected to result from the use of the asset and its
      eventual disposition. Future cash flows are the future cash inflows expected
      to
      be generated by an asset less the future outflows expected to be necessary
      to
      obtain those inflows. If the sum of the expected future cash flows (undiscounted
      and without interest charges) is less than the carrying amount of the asset,
      we
      will recognize an impairment loss to adjust to the fair value of the asset.
      On
      December 31, 2007 we determined the future sales of our Sentry Predator Locator
      product, net of the cost of those sales, would not be sufficient to recover
      any
      amount of the unamortized costs. As a result, we recorded an impairment to
      software development costs of $270,680.




(f)
      Goodwill and Other Intangible Assets: Under the provisions of SFAS No. 142,
      "Goodwill and Other Intangible Assets", goodwill is to be tested for impairment
      at least annually at the reporting unit level. In accordance with SFAS 142,
      we
      performed impairment tests on goodwill and purchased intangible assets from
      the
      acquisition of ETP on June 8, 2005. The goodwill and other intangible assets
      were written off after the Company performed these impairment tests and
      determined that the fair value of the goodwill and other intangible assets
      exceeded its carrying value. Fair value was determined by estimates of future
      cash flows. At December 31, 2007, we determined our projections for cash flow
      from the acquired assets was insufficient to support the goodwill and other
      intangible assets as assets and that an immediate impairment write-off was
      in
      order. Pursuant to the impairment tests, goodwill and unamortized intangibles
      totaling $998,580 were written off as of December 31, 2007. No impairment
      charges resulted from this evaluation for the year ended December 31,
      2006.




9





**Results
      of Operations**





**Comparison
      of the Results for the Years Ended December 31, 2007 and
      2006**





During
      the year ending December 31, 2007, the Company had
      revenues of $84,570, net of discounts, from sales of software products. 
The cost of these sales totaled $46,041.  Gross profit was $38,529. 
The Company’s net loss was $6,264,492, of which $3,645,038 was the loss from
      operations.





Revenue
      for the years ending December 31, 2007 and 2006 was $84,570, and $319,309,
      respectively, a decrease of $234,739. Accordingly, gross profit decreased
      $154,481 for the
      year
      ending December 31, 2007 from
      the
      prior year.





Factors
      contributing to the Company’s loss were an increase in technology costs as the
      Company continued acquiring additional technical expertise in software
      development, support, as well as its investment in IT infrastructure and
      bandwidth to support an expected increase customer usage due to its new product
      release in late 200 and the introduction of our product overseas. These costs,
      which include website design and optimization, database and program upgrades
      and
      enhancements and the use of outside technical consultants and are included
      in
      general and administrative expenses, totaled $ 668,918 and
      $ 403,898 for the
      years ended December 31, 2007 and 2006, respectively, an increase of $265,020.





Website
      costs increased by approximately $112,000 for the year ended December 31, 2007
      from the prior year primarily as a result of increased spending on IT
      infrastructure hosting and greater bandwidth provisioning to support customer
      usage, product development and support. Legal expense, included in general
      and
      administrative expenses, increased approximately $231,000 for the year ended
      December 31, 2007 from the prior year  and
      is
      primary a result of vigorously defending and asserting counterclaims in legal
      proceedings (see Note 14 to the Notes to the Consolidated Financial
      Statements).





Interest
      expense for the year ended December 31, 2007 and 2006 was $ 1,120,576 and $
      749,570, respectively, an increase of $371,006. This increase in interest
      expense is a result of the Company paying interest on the increased number
      of
      convertible notes and bridge notes outstanding during the year. Convertible
      notes and bridge notes outstanding totaled $2,631,000 and $3,170,000 at December
      31, 2007 and 2006, respectively. Approximately $644,000 of the convertible
      notes
      were converted in December 2007. Included in interest expense is the recognition
      of amortization expense on the beneficial conversion feature of the convertible
      notes and the discount related to the value of the warrants which totaled
      approximately $717,000 and $447,000 for the year ended December 31, 2007 and
      2006, respectively, an increase of $270,000. Additionally,
      amortization expense from deferred financing costs totaled $164,586 and $91,552
      for the years ended December 31, 2007 and 2006, respectively, an increase of
      $73,034.





Goodwill
      and other intangible assets were written off after the Company performed
      impairment tests, in
      accordance with SFAS 142, and
      determined that the fair value of the goodwill and other intangible assets
      exceeded its carrying value. Pursuant to the impairment tests, goodwill and
      unamortized intangibles totaling $1,269,260 were written off as of December
      31,
      2007. No impairment charges resulted from this evaluation for the year ended
      December 31, 2006.





The
      Company’s compensation costs decreased for the year ended December 31, 2007 from
      the comparable period of the prior year. Compensation costs (which include
      salaries, taxes and benefits and share-based compensation), included in general
      and administrative expenses, totaled $1,492,048 and $1,851,500 for
      the
      years ended December 31, 2007 and 2006 ,
      respectively, a decrease of $359,452. Approximately $330,000 of this decrease
      is
      attributable to a decrease in share-based compensation as the cost of several
      large option awards was fully recognized during the year. Approximately $29,000
      of this decrease is attributable to a decrease in salaries, payroll taxes and
      related benefits as a result of a reduction in headcount from the comparable
      period of the prior year.





10





**Liquidity
      and Capital Resources**





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





Since
      inception, the Company has not generated any significant cash flows from
      operations. At December 31, 2007, the Company had cash and cash equivalents
      of
      $4,821 and a working capital deficiency of $3,471,962. Net cash used in
      operating activities for the year ended December 31, 2007 was $2,427,318. If
      the
      Company does not generate sufficient revenues from the sales of its products
      in
      an amount necessary to meet its cash needs, the Company would need additional
      financing to continue to operate. As the Company increases sales from its
      products and services, the Company expects to increase cash flows from
      operations.





Net
      cash
      used in investing activities for the year
      ended December 31, 200 7 was
      $9,192 and is attributable primarily to equipment purchases.





Net
      cash
      provided from financing activities was $2,311,896 for the year
      ended December 31, 2007. Cash
      flow
      from financing activities was primarily derived from the sale of the Company’s
      Series A 7% Convertible Preferred Stock and notes and loans payable.





During
      2005 and 2006, the Company raised capital via a private placement to accredited
      investors of units (“Units”) consisting of (a) a 10% convertible note in the
      principal amount of $10,000 and (b) warrants to purchase 10,000 shares of common
      stock, exercisable at $0.50 per share, for a purchase price of $10,000 per
      Unit.
      The convertible notes mature in two years from the date of issue, if not
      converted earlier. The Notes are convertible at any time at the option of the
      holder into Common Stock at the conversion rate of $0.40 per share. As of
      December 31, 2007, the Company raised a gross amount of $2,895,000 from the
      offerings. As of December 31, 2007, $664,000 principal amount of the 10%
      convertible notes was converted into common stock and $75,000 was
      paid.





Additionally,
      on October 31, 2006 the Company began a private placement to accredited
      investors of 10% short term promissory notes. These notes are payable the
      earlier of one year from the issue date or the Company’s next qualified
      financing as defined. The notes bear an interest rate of 10% per annum, payable
      at the end of the term and the holders also received restricted shares of the
      Company’s Common Stock equal to the face value of their note. The notes are
      secured by a pledge of the Company’s common stock owned by its Chief Executive
      Officer. As of December 31, 2007, the Company has raised a total gross amount
      of
      $285,000, from these notes. As of December 31, 2007, a total of $260,000 of
      the
      10% short term promissory notes have been repaid or converted into preferred
      stock.




In
      February 2007, the Company sold an aggregate of 400,764 shares of its Series
      A
      7% Convertible Preferred Stock and warrants to purchase an aggregate of
      1,001,910 shares of the Company’s common stock at an exercise price of $.26 per
      share, receiving proceeds totaling $1,050,000. Additionally on March 9, 2007,
      the Company issued an aggregate of 13,736 shares of the Series A 7% Convertible
      Preferred Stock and warrants to purchase an aggregate of 34,340 shares of the
      Company’s common stock at an exercise price of $.26 per share in satisfaction of
      short term bridge notes and accrued interest totaling $35,988.





On
      May
      17, 2007, the Company sold an aggregate of 95,420 shares of the Series A 7%
      Convertible Preferred Stock receiving proceeds totaling $250,000. Additionally
      on June 1, 2007, the Company sold an aggregate of 95,420 shares of the Series
      A
      7% Convertible Preferred Stock receiving proceeds totaling $250,000.





On
      July
      13, 2007, the Company, through a private sale, sold an aggregate of 95,420
      shares of the Series A 7% Convertible Preferred Stock and warrants to purchase
      an aggregate of 954,200 shares of the Company’s common stock at an exercise
      price of $.20 per share and received net proceeds of $250,000.





On
      July
      31, 2007, the Company, through a private sale, sold an aggregate of 384,615
      shares of the Company's restricted common stock and warrants to purchase an
      aggregate of 954,200 shares of the Company’s common stock at an exercise price
      of $.26 per share and received net proceeds of $100,000.




11





On
      September 11, 2007, the Company, through a private sale, sold an aggregate
      of
      95,420 shares of the Series A 7% Convertible Preferred Stock and warrants to
      purchase an aggregate of 954,200 shares of the Company’s common stock at an
      exercise price of $.20 per share and received net proceeds of $250,000.





On
      October 4, 2007, the Company issued a short term promissory note in the
      principal amount of $150,000. This note is payable on June 30, 2008 and bears
      an
      interest rate equal to the prime rate plus three percent, 10.25% per annum
      at
      December 31, 2007 and is payable at the end of the term.





On
      November 7, 2007 the Company began a private placement to accredited investors
      of 10% short term promissory notes. These notes are payable the earlier of
      August 15, 2008 or when the Company raises $1,000,000 in its next qualified
      financing as defined. The notes bear interest at a rate of 10% per annum,
      payable at the end of the term. The principal amounts of the notes are
      convertible into the Company’s common stock by the holder, at any time prior to
      the repayment of the principal, at the rate of $0.15 per share. As of December
      31, 2007, the Company has raised a total gross amount of $300,000, from these
      notes





On
      December 10, 2007, the Company issued 140,000 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $17,800. On December 18, 2007,
      the Company issued 50,000 shares of the Company’s restricted common stock upon
      the exercise of warrants issued with the Company’s 10% convertible notes and
      received net proceeds of $7,000.





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




**Research
      and Development**




Research
      and development costs are generally expensed as incurred. In accordance with
      the
      provisions of SFAS No. 86, "Accounting for the costs of computer software to
      be
      sold or otherwise marketed.", software development costs are subject to
      capitalization beginning when a product's technological feasibility has been
      established and ending when a product is available for release to customers.
      No
      development costs were capitalized for the year ended December 31, 2007. For
      the
      year ended December 31, 2006, the Company capitalized $195,822 of software
      development costs. The software costs are amortized on a straight line basis
      over the estimated useful life of three years. Amortization expense for the
      years ended December 31, 2007 and 2006 was $231,383 and $260,016,
      respectively.




In
      accordance with SFAS 144 “Accounting for the Impairment or Disposal of
      Long-Lived Assets”, we review long-lived assets for impairment whenever
      circumstances and situations change such that there is an indication that the
      carrying amounts may not be recovered. In such circumstances, we will estimate
      the future cash flows expected to result from the use of the asset and its
      eventual disposition. Future cash flows are the future cash inflows expected
      to
      be generated by an asset less the future outflows expected to be necessary to
      obtain those inflows. If the sum of the expected future cash flows (undiscounted
      and without interest charges) is less than the carrying amount of the asset,
      we
      will recognize an impairment loss to adjust to the fair value of the asset.
      On
      December 31, 2007 we determined the future sales of our Sentry Predator Locator
      product, net of the cost of those sales, would not be sufficient to recover
      any
      amount of the unamortized costs. As a result, we recorded an impairment to
      software development costs of $270,680.




The
      Company continually strives to enhance and improve the functionality of its
      software products. As such all new programming must be tested, even if it is
      only a small component of a larger existing element of the software, before
      being released to the public. Testing is an ongoing process and generally occurs
      in three areas. First, upgrades and enhancements are done on a continual basis
      to prolong the lifecycle of the products and as new enhancements and upgrades
      are completed, each item must be tested for performance and function. Testing
      is
      also performed to assure that new components do not adversely affect existing
      software. Finally, as with all software, testing must assure compatibility
      with
      all third party software, new operating systems and new hardware platforms.





12




**New
      Accounting Principles Adopted:**





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





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




**Recent
      Accounting Pronouncements Affecting The Company:**





*Statement
      of Financial Accounting Standard Statement No. 141 (revised 2007) Business
      Combinations*





In
      December 2007, the Financial Accounting Standard Board (“FASB”) issued FASB
      Statement No. 141 (revised 2007), Business Combinations. This Statement replaces
      FASB Statement No. 141, Business Combinations. This Statement retains the
      fundamental requirements in Statement 141 that the acquisition method of
      accounting (which Statement 141 called the purchase method) be used for all
      business combinations and for an acquirer to be identified for each business
      combination. This Statement defines the acquirer as the entity that obtains
      control of one or more businesses in the business combination and establishes
      the acquisition date as the date that the acquirer achieves control. This
      Statement’s scope is broader than that of Statement 141, which applied only to
      business combinations in which control was obtained by transferring
      consideration. By applying the same method of accounting—the acquisition
      method—to all transactions and other events in which one entity obtains control
      over one or more other businesses, this Statement improves the comparability
      of
      the information about business combinations provided in financial
      reports.





This
      Statement requires an acquirer to recognize the assets acquired, the liabilities
      assumed, and any noncontrolling interest in the acquiree at the acquisition
      date, measured at their fair values as of that date, with limited exceptions
      specified in the Statement. That replaces Statement 141’s cost-allocation
      process, which required the cost of an acquisition to be allocated to the
      individual assets acquired and liabilities assumed based on their estimated
      fair
      values.





This
      Statement applies to all transactions or other events in which an entity (the
      acquirer) obtains control of one or more businesses (the acquirer), including
      those sometimes referred to as “true mergers” or “mergers of equals” and
      combinations achieved without the transfer of consideration, for example, by
      contract alone or through the lapse of minority veto rights. This Statement
      applies to all business entities, including mutual entities that previously
      used
      the pooling-of-interests method of accounting for some business combinations.
      It
      does not apply to: (a) The formation of a joint venture, (b) The acquisition
      of
      an asset or a group of assets that does not constitute a business, (c) A
      combination between entities or businesses under common control, (d) A
      combination between not-for-profit organizations or the acquisition of a
      for-profit business by a not-for-profit organization.





This
      Statement applies prospectively to business combinations for which the
      acquisition date is on or after the beginning of the first annual reporting
      period beginning on or after December 15, 2008. An entity may not apply it
      before that date. Management believes this Statement will have no impact on
      the
      financial statements of the Company once adopted.




13





*Statement
      of Financial Accounting Standard Statement No. 160 Noncontrolling Interests
      in
      Consolidated Financial Statements—an amendment of ARB No.
      51*





In
      December 2007, the FASB issued FASB Statement No. 160 - Noncontrolling Interests
      in Consolidated Financial Statements - an amendment of ARB No. 51. This
      Statement applies to all entities that prepare consolidated financial
      statements, except not-for-profit organizations, but will affect only those
      entities that have an outstanding noncontrolling interest in one or more
      subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations
      should continue to apply the guidance in Accounting Research Bulletin No. 51,
      Consolidated Financial Statements, before the amendments made by this Statement,
      and any other applicable standards, until the Board issues interpretative
      guidance.





This
      Statement amends ARB 51 to establish accounting and reporting standards for
      the
      noncontrolling interest in a subsidiary and for the deconsolidation of a
      subsidiary. It clarifies that a noncontrolling interest in a subsidiary is
      an
      ownership interest in the consolidated entity that should be reported as equity
      in the consolidated financial statements. Before this Statement was issued,
      limited guidance existed for reporting noncontrolling interests. As a result,
      considerable diversity in practice existed. So-called minority interests were
      reported in the consolidated statement of financial position as liabilities
      or
      in the mezzanine section between liabilities and equity. This Statement improves
      comparability by eliminating that diversity.





A
      noncontrolling interest, sometimes called a minority interest, is the portion
      of
      equity in a subsidiary not attributable, directly or indirectly, to a parent.
      The objective of this Statement is to improve the relevance, comparability,
      and
      transparency of the financial information that a reporting entity provides
      in
      its consolidated financial statements by establishing accounting and reporting
      standards that require: (a) The ownership interests in subsidiaries held by
      parties other than he parent be clearly identified, labeled, and presented
      in
      the consolidated statement of financial position within equity, but separate
      from the parent’s equity, (b) The amount of consolidated net income attributable
      to the parent and to the noncontrolling interest be clearly identified and
      presented on the face of the consolidated statement of income, (c) Changes
      in a
      parent’s ownership interest while the parent retains its controlling financial
      interest in its subsidiary be accounted for consistently. A parent’s ownership
      interest in a subsidiary changes if the parent purchases additional ownership
      interests in its subsidiary or if the parent sells some of its ownership
      interests in its subsidiary. It also changes if the subsidiary reacquires some
      of its ownership interests or the subsidiary issues additional ownership
      interests. All of those transactions are economically similar, and this
      Statement requires that they be accounted for similarly, as equity transactions,
      (d) When a subsidiary is deconsolidated, any retained noncontrolling equity
      investment in the former subsidiary be initially measured at fair value. The
      gain or loss on the deconsolidation of the subsidiary is measured using the
      fair
      value of any noncontrolling equity investment rather than the carrying amount
      of
      that retained investment, (e) Entities provide sufficient disclosures that
      clearly identify and distinguish between the interests of the parent and the
      interests of the noncontrolling owners.





This
      Statement is effective for fiscal years, and interim periods within those fiscal
      years, beginning on or after December 15, 2008 (that is, January 1, 2009, for
      entities with calendar year-ends). Earlier adoption is prohibited. This
      Statements hall be applied prospectively as of the beginning of the fiscal
      year
      in which this Statement is initially applied, except for the presentation and
      disclosure requirements. The presentation and disclosure requirements shall
      be
      applied retrospectively for all periods presented. Management believes this
      Statement will have no impact on the financial statements of the Company once
      adopted.





Other
      accounting standards that have been issued or proposed by the FASB or other
      standards-setting bodies that do not require adoption until a future date are
      not expected to have a material impact on the financial statements upon
      adoption.





**RISK
      FACTORS**





**RISKS
      RELATED TO SEARCHHELP**





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





We
      incurred net losses of $6,264,492 in 2007. Since inception, we have an
      accumulated deficit of $17,162,519. As a result, as of December 31, 2007, we
      had
      a stockholders’ deficit of $3,353,217 and a working capital deficiency of
      $3,471,962. We cannot be certain whether we will ever make a profit, or, if
      we
      do, that we will be able to continue earning a significant amount of revenues
      or
      making a profit. If we continue to lose money, our stock price could decline
      or
      we may be forced to discontinue our operations, either of which may result
      in
      you losing a portion or all of your investment.




14





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





The
      report of our independent auditors for the fiscal year ended December 31, 2007
      was issued under the assumption that we would continue as a going concern.
      As
      discussed in Note 1 to our financial statements for the fiscal year December
      31,
      2007, we have experienced operating losses over the past two years resulting
      in
      an accumulated deficit. Our independent auditors believe, based on our financial
      results as of December 31, 2007, that such results raised substantial doubts
      about our ability to continue as a going concern. The financial statements
      included in this Annual Report on Form 10-KSB do not include any adjustments
      to
      asset values or recorded liability amounts that might be necessary in the event
      we are unable to continue as a going concern. If we are in fact unable to
      continue as a going concern, you may lose your entire investment.





The
      Company's cash on hand at December 31, 2007 totaled approximately $4,821. The
      Company will need additional financing to meet its obligations and to continue
      its business. The Company is exploring alternative sources of financing,
      including institutional and non-institutional debt, equity, which will be highly
      dilutive to the current stockholders, joint venture arrangements or a
      combination of any or all of the foregoing. No arrangements have been entered
      into. The Company will need to raise at least a minimum of $500,000 by April
      30,
      2008 in order to continue operations and an additional $2,000,000 after that
      in
      order to enable the Company to generate sufficient revenues to cover all of
      its
      present and future costs and expenses.




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





Management
      believes that sales of our Sentry software products and the commercialization
      of
      our new technology represent the principal opportunity for SearchHelp at this
      time. However, aggregate sales of our software products from their launch
      through December 31, 2007 have so far generated only approximately $410,000
      in
      net revenues. Therefore, we have been relying on capital raised by issuing
      notes
      and by the sale of common and preferred stock. Between July 2005 and December
      31, 2006, we raised an aggregate of $2,895,000 from the sale of 10% convertible
      notes and warrants. On October 31, 2006 the Company began a private placement
      to
      accredited investors of 10% short term promissory notes. As of March 31, 2007,
      the Company has raised a total gross amount of $285,000, from these notes.
      Between February 2007 and September 30, 2007, the Company sold an aggregate
      of
      901,237 shares of its Series A Preferred Stock and warrants to purchase an
      aggregate of 2,944,650 shares of the Company’s common stock, at an exercise
      price of $.26 per share, receiving proceeds totaling $2,050,000. Additionally,
      on July 31, 2007, the Company, through a private sale, sold an aggregate of
      384,615 shares of the Company’s restricted common stock and warrants to purchase
      an aggregate of 384,615 shares of the Company’s common stock at an exercise
      price of $.26 per share and received net proceeds of $100,000. On October 4,
      2007, the Company issued a short term promissory note in the principal amount
      of
      $150,000. This note is payable on June 30, 2008 and bears an interest rate
      equal
      to the prime rate plus three percent, 10.25% per annum at December 31, 2007
      and
      is payable at the end of the term. On November 7, 2007 the Company began a
      private placement to accredited investors of 10% short term promissory notes.
      These notes are payable the earlier of August 15, 2008 or when the Company
      raises $1,000,000 in its next qualified financing as defined. The notes bear
      interest at a rate of 10% per annum, payable at the end of the term. The
      principal amounts of the notes are convertible into the Company’s common stock
      by the holder, at any time prior to the repayment of the principal, at the
      rate
      of $0.15 per share. As of December 31, 2007, the Company has raised a total
      gross amount of $300,000, from these notes. On December 10, 2007, the Company
      issued 140,000 shares of the Company’s restricted common stock upon the exercise
      of warrants issued with the Company’s 10% convertible notes and received net
      proceeds of $17,800. On December 18, 2007, the Company issued 50,000 shares
      of
      the Company’s restricted common stock upon the exercise of warrants issued with
      the Company’s 10% convertible notes and received net proceeds of $7,000. Until
      the time that our software sales provide sufficient cash flow, we will depend
      on
      being able to obtain sufficient alternative funding. If we are not able to
      raise
      funds, we may not be able to successfully develop and market our products and
      our business will most likely fail.





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





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




15





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





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





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





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





**THE
      COMMERCIALIZATION OF OUR NEW TECHNOLOGY AND STRATEGY MAY NOT BE
      SUCCESSFUL**





Our
      success will depend upon the acceptance of our products and services by
      advertisers and marketers. Market acceptance will depend upon several factors,
      particularly the determination by businesses that they need and want accurate,
      relevant, real time, and objective marketing intelligence. A number of factors
      may inhibit acceptance, including our inability to convince businesses that
      they
      need to pay for the products and services that we will offer. If our products
      are not accepted by the market, we may have to curtail our business operations,
      which could have a material negative effect on operating results and most likely
      result in a lower stock price.





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





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





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





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




16





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





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





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





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





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





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





**OUR
      OFFICERS AND DIRECTORS HAVE LIMITED LIABILITY AGAINST
      LAWSUITS**





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





**RISKS
      RELATED TO OUR SECURITIES**





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





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





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





Our
      board
      of directors is authorized by our charter to create and issue preferred stock.
      The rights of holders of preferred stock take precedence over the rights of
      holders of common stock. Between February 2007 and December 31, 2007, the
      Company created a class of 1,526,718 Series A 7% of cumulative preferred stock,
      since that date, we have sold an aggregate of 901,237 shares of Series A
      preferred stock and may issue additional shares of our Series A preferred stock
      at any time. The preferred stock has a preference or liquidation of $2.62.
      The
      rights of future preferred stockholders could delay, defer or prevent a change
      of control of SearchHelp, even if the holders of common stock are in favor
      of
      that change of control, as well as enjoy preferential treatment on matters
      like
      distributions, liquidation preferences and voting.




17





**OUR
      STOCK PRICE HAS BEEN VOLATILE**





Our
      stock
      price fluctuated between $0.08 and $0.45 during 2007. The price of our shares
      may fluctuate significantly despite the absence of any apparent reason. In
      addition, our stock is thinly traded, leading to even greater volatility. You
      should expect this volatility to continue. The price of our common stock may
      be
      subject to considerable fluctuations as a result of various factors, including
      but not limited to:





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




·
            The
                release of research reports by securities
                analysts;




·
            Disputes
                concerning patents or proprietary
                rights;




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




·
            Economic
                and other external factors.




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





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





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





The
      market price of our shares could decline as a result of sales, or the perception
      that sales could occur, of a large number of shares available in the public
      market. Such sales also might make it more difficult for us to sell equity
      securities in the future at a time and at a price that we deem appropriate.
      At
      December 31, 2007, we had a total of 45,139,182 shares of common stock
      outstanding, but there were also 46,735,544 shares that could be acquired upon
      the conversion or exercise of outstanding preferred stock, notes, options and
      warrants. Upon the conversion or exercise of these securities, your interest
      in
      SearchHelp will be diluted.





**WE
      HAVE NEVER PAID ANY CASH DIVIDENDS**





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




**ITEM
      7. FINANCIAL STATEMENTS**




18


**SEARCHHELP,
      INC. AND SUBSIDIARIES**




**INDEX**




**FINANCIAL
      STATEMENTS:**


**Page
                  No.**Report
                  of Independent Registered Public Accounting Firm
              
              
              F-1
                  - F-2Consolidated
                  Balance Sheets as at December 31, 2007 and 2006
              
              
              F-3
                  - F-4Consolidated
                  Statements of OperationsFor
                  the Years Ended December 31, 2007 and 2006
              
              
              F-5Consolidated
                  Statement of Stockholders' Equity (Deficit)For
                  the Years ended December 31, 2007 and 2006
              
              
              F-6Consolidated
                  Statements of Cash FlowsFor
                  the Years Ended December 31, 2007 and 2006
              
              
              F-7
                  - F-8Notes
                  to Consolidated Financial Statements
              
              
              F-9
                  - F-26
  19


**Report
      of Independent Registered Public Accounting Firm**




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


Syosset,
      New York




We
      have
      audited the accompanying consolidated balance sheets of SearchHelp, Inc. and
      Subsidiaries as of December 31, 2007, and the related consolidated statements
      of
      operations, stockholders' equity (deficit), and cash flows for the year ended
      December 31, 2007. These consolidated financial statements are the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on the consolidated financial statements based on our
      audits.




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




In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of SearchHelp, Inc. and
      Subsidiaries at December 31, 2007, and the results of their operations and
      their
      cash flows for the year ended December 31, 2007 in conformity with accounting
      principles generally accepted in the United States of America.




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





/s/
                Sherb & Company LLP
              
              New
                York, New York
              April
                11, 2008





F-1


**Report
      of Independent Registered Public Accounting Firm**




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


Syosset,
      New York




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




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




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




The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. The Company has suffered recurring
      losses from operations and as of December 31, 2006 had negative working capital
      and a net capital deficiency that raise substantial doubt about its ability
      to
      continue as a going concern. These consolidated financial statements do not
      include any adjustments that might result from the outcome of this
      uncertainty.





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





F-2




SEARCHHELP,
      INC. AND SUBSIDIARIES


CONSOLIDATED
      BALANCE SHEETS


December
                  31,
              
              December
                  31,2007
              
              2006ASSETSCurrent
                  assets:Cash
              
              $
              4,821
              
              $
              129,435Accounts
                  receivable less allowance for doubtful accountsof
                  $99,303 and $52,395, respectively
              
              
              89,049
              
              
              250,085Inventories
              
              
              248,148
              
              
              190,637Prepaid
                  expenses
              
              
              5,409
              
              
              17,897Total
                  current assets
              
              
              347,427
              
              
              588,054Property
                  and equipment - net
              
              
              155,726
              
              
              108,507Other
                  assets:Software
                  development costs, less accumulatedamortization
                  of $0 and $691,103 , respectively
              
              
              -
              
              
              502,063Amortizable
                  intangible assets, less accumulatedamortization
                  of $0 and $106,068, respectively
              
              
              -
              
              
              527,432Deferred
                  finance costs, less amortization of $262,991 and $91,552,
                  respectively
              
              
              67,348
              
              
              199,934Goodwill
              
              
              -
              
              
              536,081Security
                  deposit
              
              
              13,454
              
              
              13,454Total
                  other assets
              
              
              80,802
              
              
              1,778,964Total
                  assets
              
              $
              583,955
              
              $
              2,475,525
  See
        notes
        to consolidated financial statements
  F-3


SEARCHHELP,
      INC. AND SUBSIDIARIES


CONSOLIDATED
      BALANCE SHEETS (Continued)


December
                  31,
              
              December
                  31,2007
              
              2006LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                  liabilities:Note
                  payable - bank
              
              $
              54,697
              
              $
              54,697Current
                  portion of long term debt and capital leases
              
              
              42,788
              
              
              18,879Current
                  portion of 10% convertible notes payable - net ofdiscount
                  of $96,567 and $32,882, respectively
              
              
              2,059,433
              
              
              590,118Short
                  term bridge notes payable - net of discount of $0and
                  $70,725, respectively
              
              
              475,000
              
              
              204,275Due
                  to stockholders
              
              
              397,877
              
              
              895,491Due
                  to affiliates
              
              
              47,907
              
              
              59,657Deferred
                  revenue
              
              
              -
              
              
              48,832Accounts
                  payable
              
              
              627,162
              
              
              269,713Accrued
                  expenses
              
              
              114,525
              
              
              202,977Total
                  current liabilities
              
              
              3,819,389
              
              
              2,344,639Other
                  liabilities:10%
                  convertible notes payable - net of discount of $0and
                  $781,360, respectively, net of current portion
              
              
              -
              
              
              1,490,640Obligations
                  under capital lease, net of current portion
              
              
              95,600
              
              
              65,929Note
                  payable - equipment, net of current portion
              
              
              12,405
              
              
              16,111Deferred
                  rent
              
              
              9,778
              
              
              8,438Total
                  liabilities
              
              
              3,937,172
              
              
              3,925,757Stockholders'
                  deficitPreferred
                  stock - $.0001 par value, authorized - 25,000,000 sharesissued
                  and outstanding - 901,237 and 0, respectively
              
              
              90
              
              
              -Common
                  stock - $.0001 par value, authorized - 250,000,000 sharesissued
                  and outstanding - 45,139,182 and 38,152,636shares,
                  respectively
              
              
              4,517
              
              
              3,815Additional
                  paid-in capital
              
              
              13,804,695
              
              
              9,443,982Accumulated
                  deficit
              
              
              (
                  17,162,519
              )
              
              (
                  10,898,029
              )Total
                  stockholders' deficit
              
              
              (
                  3,353,217
              )
              
              (
                  1,450,232
              )Total
                  liabilities and stockholders' deficit
              
              $
              583,955
              
              $
              2,475,525





See
      notes
      to consolidated financial statements





F-4





SEARCHHELP,
      INC. AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF OPERATIONS


For
                  the Year EndedDecember
                  31,2007
              
              2006Revenues
              
              $
              84,570
              
              $
              319,309Cost
                  of Sales
              
              
              46,041
              
              
              126,299Gross
                  Profit
              
              
              38,529
              
              
              193,010Operating
                  expenses:Selling
              
              
              291,053
              
              
              280,333Web
                  site costs
              
              
              181,217
              
              
              69,012General
                  and administrative
              
              
              2,881,095
              
              
              2,736,857Depreciation
                  and amortization
              
              
              330,202
              
              
              338,099Total
                  operating expenses
              
              
              3,683,567
              
              
              3,424,301Loss
                  from operations
              
              
              (3,645,038
              )
              
              (3,231,291
              )Other
                  Expenses (Income)Interest
              
              
              1,120,576
              
              
              749,570Interest
                  - related party
              
              
              44,620
              
              
              62,280Extinguishment
                  of liability per settlement
              
              
              -
              
              
              (100,000
              )Other
                  (income) loss
              
              
              20,412
              
              
              (82,950
              )Amortization
                  of deferred financing costs
              
              
              164,586
              
              
              91,552Write
                  off of asset for impairment
              
              
              1,269,260
              
              
              -Total
                  other expenses (income)
              
              
              2,619,454
              
              
              720,452Net
                  loss
              
              
              (6,264,492
              )
              
              (3,951,743
              )Deemed
                  preferred stock dividend
              
              
              1,571,731
              
              
              -Net
                  loss applicable to common stockholders
              
              $
              (7,836,223
              )
              $
              (3,951,743
              )Per
                  share dataLoss
                  per share - basic and diluted
              
              $
              (0.20
              )
              $
              (0.11
              )Weighted
                  average number ofshares
                  outstanding basic and diluted
              
              
              39,202,017
              
              
              37,634,229





See
      notes
      to consolidated financial statements





F-5





SEARCHHELP,
      INC. AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


FOR
      THE
      YEARS ENDED DECEMBER 31, 2006 AND 2007


TotalAdditional
              
              
              
              
              
              Stockholders'Preferred
                  Stock
              
              Common
                  Stock
              
              Paid-In
              
              Accumulated
              
              Deferred
              
              EquityShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Deficit
              
              Compensation
              
              (Deficit)Balance
                  at January 1, 2006
              
              
              
              
              $
              -
              
              
              37,022,556
              
              $
              3,702
              
              $
              7,802,030
              
              $
              (6,946,286
              )
              $
              (659,796
              )
              $
              199,650Common
                      stock issued in connection with bridge loans
              
              
              
              
              
              
              
              
              275,000
              
              
              27
              
              
              81,198
              
              
              
              
              
              
              
              
              81,225Common
                  stock issued as interest on debt
              
              
              
              
              
              
              
              
              108,969
              
              
              11
              
              
              35,535
              
              
              
              
              
              
              
              
              35,546Common
                  stock issued for services
              
              
              
              
              
              
              
              
              146,111
              
              
              15
              
              
              54,554
              
              
              
              
              
              
              
              
              54,569Common
                  stock issued for satisfaction of loans
              
              
              
              
              
              
              
              
              600,000
              
              
              60
              
              
              179,940
              
              
              
              
              
              
              
              
              180,000Discount
                  on debt
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,188,700
              
              
              
              
              
              
              
              
              1,188,700Fair
                  value of warrants issued for services
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              68,142
              
              
              
              
              
              
              
              
              68,142Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (3,951,743
              )
              
              
              
              
              (3,951,743
              )Option
                  expense
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              693,679
              
              
              
              
              
              
              
              
              693,679Reclassification
                  of deferred compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (659,796
              )
              
              -
              
              
              659,796
              
              
              -Balance
                  at December 31, 2006
              
              
              -
              
              
              -
              
              
              38,152,636
              
              
              3,815
              
              
              9,443,982
              
              
              (10,898,029
              )
              
              -
              
              
              (1,450,232
              )Common
                      stock issued in connection withbridge
                      loans
              
              
              
              
              
              
              
              
              10,000
              
              
              1
              
              
              3,869
              
              
              
              
              
              
              
              
              13,871Common
                      stock issued in connection with conversion of notes
                      payable
              
              
              
              
              
              
              
              
              4,582,206
              
              
              458
              
              
              663,542
              
              
              
              
              
              
              
              
              5,246,664Common
                  stock issued as interest on debt
              
              
              
              
              
              
              
              
              747,983
              
              
              78
              
              
              181,396
              
              
              
              
              
              
              
              
              929,535Net
                  proceeds from sale of securities
              
              
              796,180
              
              
              79
              
              
              384,615
              
              
              38
              
              
              2,184,883
              
              
              
              
              
              
              
              
              2,569,653Fair
                  value of warrants issued for services
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              140,270
              
              
              
              
              
              
              
              
              140,270Common
                      stock issued in connection with exercise of
                      warrants
              
              
              
              
              
              
              
              
              190,000
              
              
              19
              
              
              24,781
              
              
              
              
              
              
              
              
              214,819Common
                  stock issued for satisfaction of loans
              
              
              
              
              
              
              
              
              1,196,742
              
              
              120
              
              
              275,131
              
              
              
              
              
              
              
              
              1,472,113Preferred
                  stock issued for satisfaction of loans
              
              
              105,057
              
              
              11
              
              
              
              
              
              
              
              
              275,238
              
              
              
              
              
              
              
              
              275,249Retirement
                  of treasury stock
              
              
              
              
              
              
              
              
              (125,000
              )
              
              (12
              )
              
              (9,988
              )
              
              
              
              
              
              
              
              (135,012
              )Fair
                  value of options issued for services
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              208,824
              
              
              
              
              
              
              
              
              208,824Option
                  expense
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              412,767
              
              
              
              
              
              
              
              
              412,767Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (6,264,490
              )
              
              
              
              
              (6,264,490
              )Balance
                  at December 31, 2007
              
              
              901,237
              
              $
              90
              
              
              45,139,182
              
              $
              4,517
              
              $
              13,804,695
              
              $
              (17,162,519
              )
              $
              -
              
              $
              3,634,031


See
      notes
      to consolidated financial statements




F-6


SEARCHHELP,
      INC. AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


For
                  the Years EndedDecember
                  31,2007
              
              2006Cash
                  flows from operating activities:Net
                  loss
              
              $
              (6,264,492
              )
              $
              (3,951,743
              )Adjustments
                  to reconcile net loss to net cashused
                  in operating activities:Deferred
                  revenue
              
              
              (48,832
              )
              
              44,362Stock
                  and options issued for services
              
              
              140,270
              
              
              122,711Extinguishment
                  of liability per settlement
              
              
              -
              
              
              (100,000
              )Write
                  off of asset for impairment
              
              
              1,269,260
              
              
              -Stock
                  issued for interest
              
              
              181,474
              
              
              35,546Compensatory
                  element of stock options
              
              
              621,591
              
              
              693,679Depreciation
              
              
              33,886
              
              
              13,150Amortization
                  of deferred financing costs
              
              
              164,586
              
              
              91,552Amortization
                  of software development costs
              
              
              231,382
              
              
              260,016Amortization
                  of intangible assets
              
              
              64,933
              
              
              64,932Amortization
                  of beneficial conversion feature
              
              
              347,726
              
              
              253,624Amortization
                  of debt discount
              
              
              444,544
              
              
              256,664Increase
                  (decrease) in cash flows as a result ofchanges
                  in asset and liability account balances:Accounts
                  receivable
              
              
              114,129
              
              
              (110,912
              )Allowance
                  for doubtful accounts
              
              
              46,908
              
              
              14,440Inventories
              
              
              (57,511
              )
              
              (160,727
              )Prepaid
                  expenses
              
              
              12,490
              
              
              60,847Security
                  deposit
              
              
              -
              
              
              (7,299
              )Deferred
                  rent
              
              
              1,340
              
              
              8,438Accounts
                  payable and accrued expenses
              
              
              268,998
              
              
              146,507Total
                  adjustments
              
              
              3,837,174
              
              
              1,687,530Net
                  cash used in operating activities
              
              
              (2,427,318
              )
              
              (2,264,213
              )Cash
                  flows from investing activities:Equipment
                  purchases
              
              
              (9,192
              )
              
              (33,277
              )Capitalized
                  software costs
              
              
              -
              
              
              (195,822
              )Net
                  cash used in investing activities
              
              
              (9,192
              )
              
              (229,099
              )


See
      notes
      to consolidated financial statements




F-7


SEARCHHELP,
      INC. AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF CASH FLOWS (Continued)


For
                  the Years EndedDecember
                  31,2007
              
              2006Cash
                  flows from financing activities:Net
                  borrowings from stockholders
              
              
              52,886
              
              
              175,992Payment
                  of due to affiliates
              
              
              (11,750
              )
              
              (1,600
              )Proceeds
                  from convertible notes payable
              
              
              -
              
              
              2,272,000Repayments
                  of convertible notes payable
              
              
              (75,000
              )
              
              -Proceeds
                  from bridge notes payable
              
              
              460,000
              
              
              275,000Repayments
                  of bridge notes payable
              
              
              (225,000
              )
              
              -Proceeds
                  from note payable - equipment
              
              
              -
              
              
              21,262Payments
                  of note payable - equipment
              
              
              (3,394
              )
              
              (1,461
              )Payments
                  of capital lease
              
              
              (18,646
              )
              
              (5,979
              )Payments
                  of notes payable - bank
              
              
              -
              
              
              4,697Proceeds
                  from sale of securities
              
              
              2,174,800
              
              
              -Retirement
                  of treasury stock
              
              
              (10,000
              )
              
              -Deferred
                  financing costs
              
              
              (32,000
              )
              
              (244,139
              )Net
                  cash provided by financing activities
              
              
              2,311,896
              
              
              2,495,772Net
                  increase (decrease) in cash
              
              
              (124,614
              )
              
              2,460Cash
                  at beginning of year
              
              
              129,435
              
              
              126,975Cash
                  at end of year
              
              $
              4,821
              
              $
              129,435Supplemental
                  Disclosure of cash flow information:Cash
                  payment made during the period - Interest
              
              $
              136,369
              
              $
              190,921Supplemental
                  Schedules of Noncash Investingand
                  Financing Activities:Bridge
                  notes converted into preferred stock
              
              $
              35,000
              
              $
              -Stockholder
                  loans converted to common stock/preferred stock
              
              $
              550,500
              
              $
              180,000Convertible
                  notes converted to common stock
              
              $
              664,000
              
              $
              -Common
                  stock and options issued for services
              
              $
              140,270
              
              $
              122,711Computer
                  equipment under capital lease
              
              $
              71,914
              
              $
              87,098Discount
                  related to note payable - warrant value and beneficial conversion
                  feature
              
              $
              -
              
              $
              1,188,700Issuance
                  of stock for discount related to bridge note payable
              
              $
              3,870
              
              $
              81,225





See
      notes
      to consolidated financial statements





F-8




SEARCHHELP,
      INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


December
      31, 2007 and 2006





NOTE
      1
      -  DESCRIPTION
      OF BUSINESS AND GOING CONCERN





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




The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As reflected in the financial
      statements, the Company incurred net losses of $6,264,492 and $3,951,743 for
      the
      years ended December 31, 2007 and 2006, respectively. In addition, the Company
      had negative working capital of $3,471,962 and an accumulated deficit of
      $17,162,519 at December 31, 2007.




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




The
      Company has been successful in raising financing from equity and debt
      transactions, however, there is no guarantee that it will be able to continue
      raising capital in the future. During 2007, the Company raised $2,174,800 from
      the private placement of common stock, 7% convertible preferred stock and
      warrants, and an additional $460,000 principal amount of 10% short term
      promissory notes. A total of $2600,000 of the 10% short term promissory notes
      have been repaid or converted into preferred stock. A total of $664,000 of
      convertible notes were converted into common stock.




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





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:




(a)
      Basis
      of Presentation:




The
      accompanying consolidated financial statements for the years ended December
      31,
      2007 and 2006 include the accounts of the Company and its wholly owned
      subsidiaries. All intercompany transactions have been eliminated in
      consolidation. Results of operations include ETP from the date of
      acquisition.




(b)
      Revenue Recognition:




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




(c)
      Use
      of Estimates:




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




(d)
      Earnings Per Share:




The
      Company utilizes Statement of Financial Accounting Standards No. 128, "Earnings
      Per Share". Basic earnings per share is calculated on the weighted effect of
      all
      common shares issued and outstanding, and is calculated by dividing net income
      available to common stockholders by the weighted average shares outstanding
      during the period. Diluted earnings per share, which is calculated by dividing
      net income available to common stockholders by the weighted average number
      of
      common shares used in the basic earnings per share calculation, plus the number
      of common shares that would be issued assuming conversion of all potentially
      dilutive securities outstanding, is not presented separately as it is
      anti-dilutive. Such
      securities, shown below, presented on a common share equivalent basis and
      outstanding as of December 31, 2007 and 2006 have been excluded from the per
      share computations:





December
                31,2007
            
            20062004
                Stock Plan Options
            
            
            1,450,000
            
            
            1,450,000Other
                Stock Options
            
            
            8,283,157
            
            
            8,270,000Convertible
                Preferred Stock
            
            
            9,012,370
            
            
            -Convertible
                Notes Payable
            
            
            14,373,333
            
            
            6,962,500Warrants
            
            
            13,616,684
            
            
            8,231,424




F-9




(e)
      Stock
      Based Compensation:




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




(f)
      Advertising Costs:




The
      Company expenses ordinary advertising and promotion costs as incurred.
      Advertising and promotion costs were $211,870 and $162,410 for the years ended
      December 31, 2007 and 2006, respectively.




(g)
      Software Development Costs:




Research
      and development costs are expensed as incurred. No research and development
      costs were incurred during the years ended December 31, 2007 and 2006.




In
      accordance with the provisions of SFAS No. 86, "Accounting for the costs of
      computer software to be sold or otherwise marketed", software development costs
      are subject to capitalization beginning when a product's technological
      feasibility has been established and ending when a product is available for
      release to customers. No development costs were capitalized for the year ended
      December 31, 2007. For the years ended December 31, 2006, the Company
      capitalized $195,822 of software development costs. The software costs are
      amortized on a straight line basis over the estimated useful life of three
      years. Amortization expense for the years ended December 31, 2007 and 2006
      was
      $231,383 and $260,016, respectively.




(h)
      Long-Lived Assets




In
      accordance with SFAS 144 “Accounting for the Impairment or Disposal of
      Long-Lived Assets”, we review long-lived assets for impairment whenever
      circumstances and situations change such that there is an indication that the
      carrying amounts may not be recovered. In such circumstances, we will estimate
      the future cash flows expected to result from the use of the asset and its
      eventual disposition. Future cash flows are the future cash inflows expected
      to
      be generated by an asset less the future outflows expected to be necessary
      to
      obtain those inflows. If the sum of the expected future cash flows (undiscounted
      and without interest charges) is less than the carrying amount of the asset,
      we
      will recognize an impairment loss to adjust to the fair value of the asset.
      On
      December 31, 2007 we determined the future sales of our Sentry Predator Locator
      product, net of the cost of those sales, would not be sufficient to recover
      any
      amount of the unamortized costs. As a result, we recorded an impairment to
      software development costs of $270,680.




(i)
      Cash
      Equivalents:




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




(j)
      Accounts Receivable and Allowance for Doubtful Accounts




Accounts
      receivable are stated at the amount the Company expects to collect. The Company
      provides an allowance for doubtful accounts equal to the estimated uncollectible
      amounts. The Company’s estimate is based on historical collection experience and
      a review of the current status of trade accounts receivable. It is reasonably
      possible that the Company’s estimate of the allowance for doubtful accounts will
      change. Accounts receivable are presented net of an allowance for doubtful
      accounts of $99,303 and $52,395 at December 31, 2007, and 2006,
      respectively.




F-10




(k)
      Fair
      Value of Financial Instruments:




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




(l)
      Concentration of Credit Risk:




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




(m)
      Inventories:




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




(n)
      Deferral of Certain Revenue and Gross Margins:




Direct
      non- consignment sales of merchandise are recognized when title passes to the
      customer, typically upon shipment. However, the Company defers a portion of
      revenues and gross margin, currently estimated at 40%, from direct non-
      consignment sales if return privileges exists. The Company had no deferred
      recognition of revenues or gross margin at December 31, 2007. The Company had
      deferred recognition of revenues and gross margin amounting to $48,832 as of
      December 31, 2006.




(o)
      Shipping and Handling Costs:




The
      Company’s shipping and handling costs are included in cost of sales for all
      periods presented. Shipping and handling costs were $18,611 and $44,262 for
      the
      years ending December 31, 2007, and December 31, 2006,
      respectively.




(p)
      Property and Equipment and Depreciation:




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




Furniture
      and
      fixtures 5
      years


Data
      processing
      equipment 3
      to 5
      years


Telecommunication
      equipment 5
      years


Purchased
      software 3
      years




(q)
      Goodwill Intangible Assets and Amortization:




Under
      the
      provisions of SFAS No. 142, "Goodwill and Other Intangible Assets", goodwill
      is
      to be tested for impairment at least annually at the reporting unit level.
      In
      accordance with SFAS 142, we performed impairment tests on goodwill and
      purchased intangible assets from the acquisition of ETP on June 8, 2005. The
      goodwill and other intangible assets were written off after the Company
      performed these impairment tests and determined that the fair value of the
      goodwill and other intangible assets exceeded its carrying value. Fair value
      was
      determined by estimates of future cash flows. At December 31, 2007, we
      determined our projections for cash flow from the acquired assets was
      insufficient to support the goodwill and other intangible assets as assets
      and
      that an immediate impairment write-off was in order. Pursuant to the impairment
      tests, goodwill and unamortized intangibles totaling $998,580 were written
      off
      as of December 31, 2007. No impairment charges resulted from this evaluation
      for
      the year ended December 31, 2006.




F-11




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





December
                31, 2006Gross
            
            Estimated
                Life
            
            Accumulated
                Amortization
            
            NetCovenant
                not to compete
            
            $
            8,800
            
            
            3
                years
            
            $
            4,579
            
            $
            4,221Licenses
            
            
            4,700
            
            
            -
            
            
            4,700
            
            
            -Customer
                Relationships
            
            
            620,000
            
            
            10
                years
            
            
            96,789
            
            
            523,211Total
            
            $
            633,500
            
            
            
            
            $
            106,068
            
            $
            527,432




Intangible
      assets subject to amortization are amortized on a straight-line basis over
      their
      estimated useful lives. The amortization expense for the years ended December
      31, 2007 and 2006 was $64,933 and $64,933, respectively. There will be no
      amortization expense in future years since these intangible assets were written
      off as of December 31, 2007.




(r)
      Deferred Financing Costs:




The
      Company incurred financing costs related to its borrowings. Such costs are
      deferred and amortized generally by the straight-line method over the life
      of
      the underlying borrowings. In case the amount is repaid before maturity, the
      related unamortized amount is written off in the statement of operations. The
      Company amortized $164,586 and $91,552 of deferred financing costs for the
      years
      ended December 31, 2007 and 2006, respectively.




(s)
      Recently Issued Accounting Pronouncements Affecting The Company:





*Statement
      of Financial Accounting Standard Statement No. 141 (revised 2007) Business
      Combinations*





In
      December 2007, the Financial Accounting Standard Board (“FASB”) issued FASB
      Statement No. 141 (revised 2007), Business Combinations. This Statement replaces
      FASB Statement No. 141, Business Combinations. This Statement retains the
      fundamental requirements in Statement 141 that the acquisition method of
      accounting (which Statement 141 called the purchase method) be used for all
      business combinations and for an acquirer to be identified for each business
      combination. This Statement defines the acquirer as the entity that obtains
      control of one or more businesses in the business combination and establishes
      the acquisition date as the date that the acquirer achieves control. This
      Statement’s scope is broader than that of Statement 141, which applied only to
      business combinations in which control was obtained by transferring
      consideration. By applying the same method of accounting—the acquisition
      method—to all transactions and other events in which one entity obtains control
      over one or more other businesses, this Statement improves the comparability
      of
      the information about business combinations provided in financial
      reports.





This
      Statement requires an acquirer to recognize the assets acquired, the liabilities
      assumed, and any noncontrolling interest in the acquiree at the acquisition
      date, measured at their fair values as of that date, with limited exceptions
      specified in the Statement. That replaces Statement 141’s cost-allocation
      process, which required the cost of an acquisition to be allocated to the
      individual assets acquired and liabilities assumed based on their estimated
      fair
      values.





This
      Statement applies to all transactions or other events in which an entity (the
      acquirer) obtains control of one or more businesses (the acquirer), including
      those sometimes referred to as “true mergers” or “mergers of equals” and
      combinations achieved without the transfer of consideration, for example, by
      contract alone or through the lapse of minority veto rights. This Statement
      applies to all business entities, including mutual entities that previously
      used
      the pooling-of-interests method of accounting for some business combinations.
      It
      does not apply to: (a) The formation of a joint venture, (b) The acquisition
      of
      an asset or a group of assets that does not constitute a business, (c) A
      combination between entities or businesses under common control, (d) A
      combination between not-for-profit organizations or the acquisition of a
      for-profit business by a not-for-profit organization.





This
      Statement applies prospectively to business combinations for which the
      acquisition date is on or after the beginning of the first annual reporting
      period beginning on or after December 15, 2008. An entity may not apply it
      before that date. Management believes this Statement will have no impact on
      the
      financial statements of the Company once adopted.





*Statement
      of Financial Accounting Standard Statement No. 160 Noncontrolling Interests
      in
      Consolidated Financial Statements—an amendment of ARB No.
      51*





In
      December 2007, the FASB issued FASB Statement No. 160 - Noncontrolling Interests
      in Consolidated Financial Statements - an amendment of ARB No. 51. This
      Statement applies to all entities that prepare consolidated financial
      statements, except not-for-profit organizations, but will affect only those
      entities that have an outstanding noncontrolling interest in one or more
      subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations
      should continue to apply the guidance in Accounting Research Bulletin No. 51,
      Consolidated Financial Statements, before the amendments made by this Statement,
      and any other applicable standards, until the Board issues interpretative
      guidance.





This
      Statement amends ARB 51 to establish accounting and reporting standards for
      the
      noncontrolling interest in a subsidiary and for the deconsolidation of a
      subsidiary. It clarifies that a noncontrolling interest in a subsidiary is
      an
      ownership interest in the consolidated entity that should be reported as equity
      in the consolidated financial statements. Before this Statement was issued,
      limited guidance existed for reporting noncontrolling interests. As a result,
      considerable diversity in practice existed. So-called minority interests were
      reported in the consolidated statement of financial position as liabilities
      or
      in the mezzanine section between liabilities and equity. This Statement improves
      comparability by eliminating that diversity.




F-12





A
      noncontrolling interest, sometimes called a minority interest, is the portion
      of
      equity in a subsidiary not attributable, directly or indirectly, to a parent.
      The objective of this Statement is to improve the relevance, comparability,
      and
      transparency of the financial information that a reporting entity provides
      in
      its consolidated financial statements by establishing accounting and reporting
      standards that require: (a) The ownership interests in subsidiaries held by
      parties other than he parent be clearly identified, labeled, and presented
      in
      the consolidated statement of financial position within equity, but separate
      from the parent’s equity, (b) The amount of consolidated net income attributable
      to the parent and to the noncontrolling interest be clearly identified and
      presented on the face of the consolidated statement of income, (c) Changes
      in a
      parent’s ownership interest while the parent retains its controlling financial
      interest in its subsidiary be accounted for consistently. A parent’s ownership
      interest in a subsidiary changes if the parent purchases additional ownership
      interests in its subsidiary or if the parent sells some of its ownership
      interests in its subsidiary. It also changes if the subsidiary reacquires some
      of its ownership interests or the subsidiary issues additional ownership
      interests. All of those transactions are economically similar, and this
      Statement requires that they be accounted for similarly, as equity transactions,
      (d) When a subsidiary is deconsolidated, any retained noncontrolling equity
      investment in the former subsidiary be initially measured at fair value. The
      gain or loss on the deconsolidation of the subsidiary is measured using the
      fair
      value of any noncontrolling equity investment rather than the carrying amount
      of
      that retained investment, (e) Entities provide sufficient disclosures that
      clearly identify and distinguish between the interests of the parent and the
      interests of the noncontrolling owners.





This
      Statement is effective for fiscal years, and interim periods within those fiscal
      years, beginning on or after December 15, 2008 (that is, January 1, 2009, for
      entities with calendar year-ends). Earlier adoption is prohibited. This
      Statements hall be applied prospectively as of the beginning of the fiscal
      year
      in which this Statement is initially applied, except for the presentation and
      disclosure requirements. The presentation and disclosure requirements shall
      be
      applied retrospectively for all periods presented. Management believes this
      Statement will have no impact on the financial statements of the Company once
      adopted.





Other
      accounting standards that have been issued or proposed by the FASB or other
      standards-setting bodies that do not require adoption until a future date are
      not expected to have a material impact on the financial statements upon
      adoption.




NOTE
      3 - EMPLOYEE
      STOCK COMPENSATION





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





**Accounting
      for Employee Awards:**




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





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





As
      a
      result of the adoption of FAS 123(R), the Company's results for
      the
      years ended December 31, 2007 and 2006 include
      share-based compensation expense totaling approximately $334,767 and $665,639,
      respectively, which have been included in the general and administrative
      expenses line item. No income tax benefit has been recognized in the income
      statement for share-based compensation arrangements as the Company has provided
      a 100% valuation allowance on its’ net deferred tax asset.




F-13





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





The
      fair
      value of options at the date of grant is estimated using the Black-Scholes
      option pricing model. During the years
      ended December 31, 2007 and 2006, the
      assumptions made in calculating the fair values of options are as
      follows:





**For
                the Years Ended****December
                31, 2007**
            
            **December
                31, 2006**Expected
                term (in years)
            
            5
            
            5Expected
                volatility
            
            86.26
                % - 91.99%
            
            88.83%
                - 99.55%Expected
                dividend yield
            
            0%
            
            0%Risk-free
                interest rate
            
            3.83%
                - 5.26%
            
            4.34%
                - 5.25%




**Accounting
      for Non-employee Awards:**




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





Stock
      compensation expense related to non-employee options was approximately $78,000
      and $28,000 for the years
      ended December 31, 2007 and 2006 ,
      respectively. These amounts are included in the Consolidated Statements of
      Operations within the general and administrative expenses line item.





There
      were 1,013,157 and 2,280,000
      employee stock options granted in the years ended December 31, 2007 and
      2006,
      respectively.





The
      following table represents our stock options granted, exercised, and forfeited
      during 2007.





Weighted
            
            WeightedAverage
            
            AverageExercise
            
            Remaining
            
            AggregateNumber
            
            Price
            
            Contractual
            
            IntrinsicStock
                Options
            
            of
                Shares
            
            per
                Share
            
            Term
            
            ValueOutstanding
                at December 31, 2005
            
            
            8,323,090
            
            $
            0.38Granted
            
            
            2,280,000
            
            
            0.35Exercised
            
            
            -
            
            
            -Forfeited/expired
            
            
            (883,090
            )
            
            0.43Outstanding
                at December 31, 2006
            
            
            9,720,000
            
            
            0.32Granted
            
            
            1,013,157
            
            
            0.31Exercised
            
            
            -
            
            
            -Forfeited/expired
            
            
            (1,000,000
            )
            
            0.30Outstanding
                at December 31, 2007
            
            
            9,733,157
            
            $
            0.36
            
            
            2.6661
            
            $
            0Exercisable
                at December 31, 2007
            
            
            7,431,490
            
            $
            0.36
            
            
            2.5166
            
            $
            0





As
      of
      December 31, 2007, there was $458,460 of unrecognized compensation cost, net
      of
      estimated forfeitures, related to nonvested stock options, which is expected
      to
      be recognized over a weighted average period of approximately 2.0 years.





F-14





NOTE
      4 - PROPERTY
      AND EQUIPMENT.





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





*2007*
            
            *2006*Furniture
                and fixtures
            
            $
            3,780
            
            $
            3,780Data
                processing equipment
            
            
            177,823
            
            
            96,718Telecommunication
                equipment
            
            
            21,262
            
            
            21,262Purchased
                software
            
            
            2,395
            
            
            2,395205,260
            
            
            124,155Less:
                accumulated depreciation
            
            
            (49,534
            )
            
            (15,648
            )$
            155,726
            
            $
            108,507





Depreciation
      charged to operations amounted to $33,886 and $13,150 for the years ended
      December 31, 2007 and 2006, respectively. Property and equipment include gross
      assets acquired under capital leases of $159,013 and $87,098 at December 31,
      2007 and 2006, respectively. Capital leases are included as a component of
      data
      processing equipment. Amortization of assets under capital leases is included
      in
      depreciation expense.





NOTE
      5 -
      NOTES PAYABLE - BANK.





The
      Company has a $50,000 revolving line of credit and a $5,000 overdraft privilege
      with a bank. At December 31, 2007 and 2006, $49,697 of the line has been
      utilized. At December 31, 2007 and 2006, $5,000 of the overdraft privilege
      has
      also been utilized. Interest on borrowings is charged at 2.25% above the bank's
      prevailing prime rate (9.50% at December 31, 2007 and 10.50% at December 31,
      2006). Interest of $3,250 and $3,778 was charged to operations for the years
      ended December 31, 2007 and 2006, respectively. The debt is guaranteed
      personally by the CEO of the Company and is collateralized by marketable
      securities owned by him which had a fair market value of approximately $45,000
      at December 31, 2007.





NOTE
      6 -
      NOTE PAYABLE - EQUIPMENT





On
      July
      12, 2006, the Company entered into a secured loan agreement with GE Commercial
      Finance for the purchase of $21,262 of communications equipment related to
      the
      Company’s corporate office space. This loan has a five-year term with monthly
      payments of $433 including interest at the rate of 8.15% per annum and is
      secured by the equipment purchased. The outstanding balance at December 31,
      2007
      and 2006 was $16,407 and $19,801 respectively, of which $4,002 and $3,690 is
      included in current liabilities. Future principal payments under the secured
      loan payable as of December 31, 2007 for each of the next four years are $4,002,
      $4,340, $4,708 and $3,357, respectively.





NOTE
      7 -
      OBLIGATIONS UNDER CAPITAL LEASE





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





On
      September 16, 2007 the Company entered into an equipment lease agreement with
      GE
      Capital for the purchase of $71,914 of computer equipment. The lease has a
      three-year term and a $1 purchase option. The Company is accounting for this
      obligation as a capital lease. Assets and liabilities under capital leases
      are
      recorded at the lower of the present value of the minimum lease payments or
      the
      fair market value of the asset. The assets are depreciated over the lower of
      their related lease terms or their estimated useful lives.





Depreciation
      for assets under capital leases for the years ended December 31, 2007 and 2006
      amounted to$23,413 and $7,984, respectively, and is included in depreciation
      expense.





The
      following is a summary of assets held under capital leases at December 31,
      2007
      and 2006:





December
                31,
              2007
            
            December
                31,
              2006Data
                processing equipment, servers and routers
            
            $
            159,013
            
            $
            87,098Less:
                Accumulated depreciation
            
            
            (
                31,397
            )
            
            (
                7,984
            )$
            127,616
            
            $
            79,114





F-15




Minimum
      future lease payments under the capital lease as of December 31, 2007 for each
      of the next four years and in the aggregate are:





Year
                ending
            
            AmountDecember
                31, 2008
            
            $
            48,894December
                31, 2009
            
            
            48,894December
                31, 2010
            
            
            42,001December
                31, 2011
            
            
            12,438Total
                minimum lease payments
            
            
            152,227Less:
                Amount representing interest
            
            
            (17,841
            )Present
                value of net minimum lease payments
            
            
            134,386Less:
                current portion
            
            
            (38,786
            )Long
                term portion
            
            $
            95,600





NOTE
      8 - 10%
      CONVERTIBLE NOTES PAYABLE





During
      2005 and 2006, the Company raised capital via a private placement to accredited
      investors of units (“Units”), each Unit consisting of (a) a 10% convertible note
      with the original principal amount of $10,000 and (b) warrants to purchase
      10,000 shares of common stock, exercisable at $0.50 per share, for $10,000
      per
      Unit. The convertible notes mature in two years from the date of issue, if
      not
      converted earlier. The Notes are convertible at any time at the option of the
      holder into Common Stock at the conversion rate of $0.40 per share. The Company
      raised a gross amount of $2,895,000 from the offerings. The Company allocated
      the proceeds received between the debt and the warrant based upon their relative
      fair values. The resulting discount is accreted over a two year period, the
      life
      of the note, using the effective interest method. If the debt is converted
      earlier than the maturity date, the unamortized amount will be charged to
      operations at that time. When
      comparing the fair value of the notes to the note value there was a beneficial
      conversion feature. This
      amount was recorded as a discount to the notes and is accreted over the two
      year
      life of the note using the effective interest method. For the years ended
      December 31, 2007 and 2006, an aggregate of $347,726 and $253,624 was charged
      to
      interest expense, respectively.





As
      reflected on the balance sheet at December 31, 2007 and 2006, the note value,
      net of discount, was $2,059,433 and $2,080,758, respectively. As of December
      31,
      2007, $664,000 principal amount of notes were converted into common stock and
      $75,000 of principal was paid.





Future
      principal payments under the 10% convertible notes payable as of December 31,
      2007 for each of the next year and in the aggregate are:





Year
                ending December 31, 2008
            
            AmountTotal
                principal payments
            
            $
            2,156,000Less
                discount
            
            
            (96,567
            )Total,
                net of discount
            
            
            2,059,433Less
                current portion
            
            
            2,059,433Long
                term portion
            
            $
            -




NOTE
      9 -
      SHORT TERM BRIDGE NOTES PAYABLE




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




As
      of
      December 31, 2007, the Company has raised a gross amount of $285,000 from these
      promissory notes and issued 285,000 restricted shares of
      the
      Company’s common stock to the note holders. These
      shares were valued at the fair market value on the date of each note, less
      an
      approximate 10% discount (to give effect to the lack of liquidity for such
      shares), for an aggregate total of $85,095 which was recorded as a discount
      to
      the notes with a corresponding credit to common stock and additional paid in
      capital. This discount is accreted over the one year life of the note using
      the
      straight line method. If the debt is repaid earlier than the maturity date,
      the
      unamortized amount will be charged to operations at that time. As
      of
      December 31, 2007, a total of $260,000 of the 10% short term promissory notes
      have been repaid or converted into preferred stock.




F-16





On
      October 4, 2007, the Company issued a short term promissory note in the
      principal amount of $150,000. This note is payable on June 30, 2008 and bears
      an
      interest rate equal to the prime rate plus three percent, 10.25% per annum
      at
      December 31, 2007 and is payable at the end of the term.




On
      November 7, 2007 the Company began a private placement to accredited investors
      of 10% short term promissory notes. These notes are payable the earlier of
      August 15, 2008 or when the Company raises $1,000,000 in its next qualified
      financing as defined. The notes bear interest at a rate of 10% per annum,
      payable at the end of the term. The principal amounts of the notes are
      convertible into the Company’s common stock by the holder, at any time prior to
      the repayment of the principal, at the rate of $0.15 per share. As of December
      31, 2007, the Company has raised a total gross amount of $300,000, from these
      notes




NOTE
      10 -
      DUE TO/FROM STOCKHOLDERS AND AFFILIATES




(a)  Due
      to
      stockholders




At
      December 31, 2007 and 2006, the Company was indebted to its CEO, William
      Bozsnyak, in the amounts of $45,719 and $617,500, respectively, for working
      capital advances made to the Company. On August 31, 2007, Mr. Bozsnyak offered
      to convert $550,500 of working capital loans into 1,196,742 restricted shares
      of
      the Company’s common stock and 105,057 shares of the Company’s Convertible
      Series A Preferred Stock. Subsequent to Board acceptance and approval, on
      September 7, 2007 the Company issued the respective shares and an entry was
      made
      to reduce loans payable to stockholder for $550,500 with a corresponding credit
      to common stock, preferred stock and additional paid in capital.




For
      the
      years ended December 31, 2007 and 2006, interest expense was charged in the
      amounts of $44,620 and $62,280, respectively. The interest rate used in this
      calculation is the same interest rate paid to the Company’s short term lender
      under the revolving line of credit described in Note 5, 9.50% at December 31,
      2007 and 10.50% at December 31, 2006. At December 31, 2007 and 2006, $152,453
      and $107,792 in accrued interest was due to Mr. Bozsnyak,
      respectively.




The
      Company also owed Mr. Bozsnyak $7,987 and $6,917 as of December 31, 2007 and
      2006, respectively, for travel expenses and online advertising incurred on
      behalf of the Company. Additionally, at December 31, 2007 and 2006, Brian
      O’Connor, a stockholder and director, is owed $419 and $1,367, respectively,
      for
      travel expenses incurred on behalf of the Company.




At
      December 31, 2007 and 2006, $170,683 and $108,415, respectively, was owed for
      unpaid salaries and accrued vacation to Mr. Bozsnyak, Joseph Carrizzo, the
      Company’s former President, and Mr. O’Connor. An additional $50,000 was accrued
      at December 31, 2006 as a contingency for certain claims made by Mr. Carrizzo
      in
      a lawsuit (see Note 14). A total of $16,250 was owed to Mr. Bozsnyak at December
      31, 2007 as equity compensation per his employment agreement.




At
      December 31, 2007 and 2006, the Company owed $4,366 and $3,500, respectively,
      to
      the chairman of the audit and compensation committees, who is a shareholder.




(b)
      Due
      to affiliates




The
      President of ETP has a minority interest in three affiliated companies. Based
      upon cash flow needs, there are loans made to and/or from one of these
      affiliates as well as from the President of ETP directly. As of December 31,
      2007 and 2006, the Company owed one of these affiliates $47,907 and $59,657,
      respectively.




NOTE
      11 -
      ECONOMIC DEPENDENCY




The
      Company sells its products through distributors to major retailers throughout
      the United States. At December 31, 2007, two customers, each of which accounted
      for more than 10% of the Company’s accounts receivable, accounted for 97% of
      total accounts receivable in the aggregate. At December 31, 2006, two customers,
      each of which accounted for more than 10% of the Company’s accounts receivable,
      accounted for 67% of total accounts receivable in the aggregate.




In
      2007,
      the three largest customers, each of which accounted for more than 10% of the
      Company’s sales, accounted for 98% of total sales in the aggregate. In 2006, the
      four largest customers, each of which accounted for more than 10% of the
      Company’s sales, accounted for 71% of total sales in the aggregate.




F-17




In
      2007
      and 2006, the Company, for reasons of convenience, consistency and economy
      of
      scale, purchased its entire inventory from one vendor. This risk is mitigated
      to
      a great extent by the extensive availability of similar vendors at competitive
      prices throughout the United States.




NOTE
      12 -
      INCOME TAXES





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





Year
                EndedDecember
                31,2007
            
            2006Deferred
                Tax Assets:Accounts
                Receivable
            
            $
            38,728
            
            $
            20,434Option
                Expense
            
            
            512,955
            
            
            270,535Net
                Operating Losses
            
            
            5,424,361
            
            
            3,805,122Valuation
                Allowances
            
            
            (5,976,044
            )
            
            (4,096,091
            )Net
                Deferred Tax Asset
            
            $
            -
            
            $
            -





At
      December 31, 2007 and 2006, a 100% valuation allowance was recorded to reduce
      the Company’s net deferred tax asset to $0. The Company could not determine that
      it was more likely than not that the deferred tax asset resulting from net
      operating loss carryforwards would be realized.





The
      Company has generated net operating loss carryforwards aggregating approximately
      $13,900,000 at December 31, 2007 for federal and state income tax purposes.
      These carryforwards are available to offset future taxable income and expire
      at
      various dates through 2027.





A
      reconciliation of the difference between the expected tax rate using the
      statutory federal tax rate (34%) and the Company’s effective tax rate is as
      follows:





Year
                EndedDecember
                31,2007
            
            2006U.S
                Federal income tax statutory rate
            
            
            34.00
            %
            
            34.00
            %State
                income tax, net of federal income tax benefit
            
            
            5.00
            %
            
            5.00
            %Impairment
                of goodwill, customer lists and deferred software costs
            
            
            (6.38
            %)
            
            -Others
            
            
            (7.11
            %)
            
            (6.77
            %)Valuation
                tax asset allowance
            
            
            (25.51
            %)
            
            (32.23
            %Effective
                tax rate
            
            
            (0.0
            %)
            
            (0.0
            %)




NOTE
      13 -
      EQUITY TRANSACTIONS





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





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





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





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




F-18





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





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





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





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





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





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





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





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





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





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





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





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




F-19





On
      January 12, 2007, the Company issued 44,960 shares of the Company's restricted
      common stock as payment in kind for interest due for the month of December
      2006
      on the Company’s 10% convertible notes.





On
      February 7, 2007 and February 8, 2007, the Company, through a private sale,
      sold
      an aggregate of 209,924 shares of its Series A 7% Convertible Preferred Stock
      and warrants to purchase an aggregate of 524,810 shares of the Company’s common
      stock at an exercise price of $.26 per share and received net proceeds of
      $550,000. Each share of Series A 7% Convertible Preferred Stock can be
      converted, at any time, into ten shares of the Company’s common stock. The
      exercise price of the warrants approximates the net cost of the common stock
      received after conversion. The fair value of the warrants of $183,684 was
      determined using the Black-Scholes option-pricing model and is considered a
      deemed dividend on the Series A Preferred Stock. Due to the cumulative deficit,
      dividends of $183,684 were recorded against additional paid-in
      capital.





On
      February 9, 2007, the Company issued 10,000 restricted shares of the Company’s
      common stock in connection with its short term promissory notes. These shares
      were valued at the fair market value of $0.43, less an approximate 10% discount
      (to give effect to the lack of liquidity for such shares) or at $0.39 per share.
      A total of $3,870 was recorded as a discount to the note and is accreted over
      the one year life of the note. If the debt is retired earlier than the maturity
      date, the unamortized amount will be charged to operations at that
      time.





On
      February 12, 2007, the Company issued 42,409 shares of the Company's restricted
      common stock as payment in kind for interest due for the month of January 2007
      on the Company’s 10% convertible notes.





On
      February 20, 2007, the Company, through a private sale, sold an aggregate of
      190,840 shares of Series A 7% Convertible Preferred Stock and warrants to
      purchase an aggregate of 477,100 shares of the Company’s common stock at an
      exercise price of $.26 per share and received net proceeds of $500,000. Each
      share of Series A 7% Convertible Preferred Stock can be converted, at any time,
      into ten shares of the Company’s common stock. The exercise price of the
      warrants approximates the net cost of the common stock received after
      conversion. The fair value of the warrants of $147,901 was determined using
      the
      Black-Scholes option-pricing model and is considered a deemed dividend on the
      Series A Preferred Stock. Due to the cumulative deficit, dividends of $147,901
      were recorded against additional paid-in capital.





On
      March
      5, 2007, the Company issued 50,000 shares of the Company's restricted common
      stock upon the conversion of $20,000 principal amount of the Company’s 10%
      convertible notes.





On
      March
      8, 2007, the Company issued 29,929 shares of the Company's restricted common
      stock as payment in kind for interest due for the month of February 2007 on
      the
      Company’s 10% convertible notes.





On
      March
      9, 2007, the Company issued an aggregate of 13,736 shares of its Series A 7%
      Convertible Preferred Stock and warrants to purchase an aggregate of 34,340
      shares of the Company’s common stock at an exercise price of $.26 per share in
      satisfaction of short term bridge notes and accrued interest totaling $35,988.
      Each share of Series A 7% Convertible Preferred Stock can be converted, at
      any
      time, into ten shares of the Company’s common stock. The exercise price of the
      warrants approximates the net cost of the common stock received after
      conversion. The fair value of the warrants of $8,928 was determined using the
      Black-Scholes option-pricing model and is considered a deemed dividend on the
      Series A Preferred Stock. Due to the cumulative deficit, dividends of $8,928
      were recorded against additional paid-in capital.





On
      April
      4, 2007, the Company issued 36,310 shares of the Company's restricted common
      stock as payment in kind for interest due for the month of March 2007 on the
      Company’s 10% convertible notes.





On
      May 4,
      2007, the Company issued 41,317 shares of the Company's restricted common stock
      as payment in kind for interest due for the month of April 2007 on the Company’s
      10% convertible notes.





On
      May
      17, 2007, the Company, through a private sale, sold an aggregate of 95,420
      shares of Series A 7% Convertible Preferred Stock and received net proceeds
      of
      $250,000. Each share of Series A 7% Convertible Preferred Stock can be
      converted, at any time, into ten shares of the Company’s common
      stock





On
      June
      1, 2007, the Company, through a private sale, sold an aggregate of 95,420 shares
      of Series A 7% Convertible Preferred Stock and received net proceeds of
      $250,000. Each share of Series A 7% Convertible Preferred Stock can be
      converted, at any time, into ten shares of the Company’s common
      stock





On
      June
      5, 2007, the Company issued 53,401 shares of the Company's restricted common
      stock as payment in kind for interest due for the month of May 2007 on the
      Company’s 10% convertible notes.




F-20




On
      July
      5, 2007, the Company issued 62,820 shares of the Company's restricted common
      stock as payment in kind for interest due for the month of June 2007 on the
      Company’s 10% convertible notes.





On
      July
      13, 2007, the Company, through a private sale, sold an aggregate of 95,420
      shares of Series A 7% Convertible Preferred Stock and warrants to purchase
      an
      aggregate of 954,200 shares of the Company’s common stock at an exercise price
      of $.20 per share and received net proceeds of $250,000. Each share of Series
      A
      7% Convertible Preferred Stock can be converted, at any time, into ten shares
      of
      the Company’s common stock. The fair value of the warrants of $200,382 was
      determined using the Black-Scholes option-pricing model and is considered a
      deemed dividend on the Series A Preferred Stock. Due to the cumulative deficit,
      dividends of $200,382 were recorded against additional paid-in
      capital.





On
      July
      31, 2007, the Company, through a private sale, sold an aggregate of 384,615
      shares of the Company's restricted common stock and warrants to purchase an
      aggregate of 384,615 shares of the Company’s common stock at an exercise price
      of $.26 per share and received net proceeds of $100,000. The exercise price
      of
      the warrants approximates the net cost of the common stock
      received.





On
      August
      5, 2007, the Company issued 80,977 shares of the Company's restricted common
      stock as payment in kind for interest due for the month of July 2007 on the
      Company’s 10% convertible notes.





On
      August
      25, 2007, the Company retired 125,000 shares of the Company's common stock
      for
      $10,000 as part of the Settlement
      Agreement and Mutual Release with AmberAlertAgent
      Development Co., LLC (see
      Note 14 below).





On
      September 5, 2007, the Company issued 79,958 shares of the Company's restricted
      common stock as payment in kind for interest due for the month of August 2007
      on
      the Company’s 10% convertible notes.





On
      September 7, 2007, the Company issued 1,196,742 restricted common
      shares and
      105,057 shares of Series
      A
      7% Convertible Preferred Stock to the CEO in satisfaction of loans made to
      the
      Company of $550,500. Each share of Series A 7% Convertible Preferred Stock
      can
      be converted, at any time, into ten shares of the Company’s common stock. An
      entry was made to reduce loans payable to shareholder for $550,500 with a
      corresponding credit to common stock, preferred stock and additional paid in
      capital.





On
      September 11, 2007, the Company, through a private sale, sold an aggregate
      of
      95,420 shares of Series A 7% Convertible Preferred Stock and warrants to
      purchase an aggregate of 954,200 shares of the Company’s common stock at an
      exercise price of $.20 per share and received net proceeds of $250,000. Each
      share of Series A 7% Convertible Preferred Stock can be converted, at any time,
      into ten shares of the Company’s common stock. The
      fair
      value of the warrants of $152,672 was determined using the Black-Scholes
      option-pricing model and is considered a deemed dividend on the Series A
      Preferred Stock. Due to the cumulative deficit, dividends of $152,672 were
      recorded against additional paid-in capital.





On
      October 5, 2007, the Company issued 74,825 shares of the Company’s restricted
      common stock as payment in kind for interest due for the month of September
      2007
      on the Company’s 10% convertible notes.





On
      November 7, 2007 the Company began a private placement to accredited investors
      of 10% short term promissory notes. These notes are payable the earlier of
      August 15, 2008 or when the Company raises $1,000,000 in its next qualified
      financing as defined. The notes bear interest at a rate of 10% per annum,
      payable at the end of the term. The principal amounts of the notes are
      convertible into the Company’s common stock by the holder, at any time prior to
      the repayment of the principal, at the rate of $0.15 per share. As of December
      31, 2007, the Company has raised a total gross amount of $300,000, from these
      notes





On
      November 8, 2007, the Company issued 66,667 shares of the Company’s restricted
      common stock upon the conversion of $10,000 of the Company’s 10% convertible
      notes.





On
      December 5, 2007, the Company issued 102,978 shares of the Company’s restricted
      common stock as payment in kind for interest due for the month of October 2007
      on the Company’s 10% convertible notes.





On
      December 10, 2007, the Company issued 140,000 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $17,800.





On
      December 12, 2007, the Company issued 2,397,563 shares of the Company’s
      restricted common stock upon the conversion of $330,000 of the Company’s 10%
      convertible notes.




F-21





On
      December 14, 2007, the Company issued 812,500 shares of the Company’s restricted
      common stock upon the conversion of $130,000 of the Company’s 10% convertible
      notes.





On
      December 18, 2007, the Company issued 357,143 shares of the Company’s restricted
      common stock upon the conversion of $50,000 of the Company’s 10% convertible
      notes.





On
      December 18, 2007, the Company issued 50,000 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $7,000.





On
      December 27, 2007, the Company issued 187,500 shares of the Company’s restricted
      common stock upon the conversion of $30,000 of the Company’s 10% convertible
      notes.





On
      December 28, 2007, the Company issued 398,333 shares of the Company’s restricted
      common stock upon the conversion of $44,000 of the Company’s 10% convertible
      notes.





On
      December 31, 2007, the Company issued 98,099 shares of the Company’s restricted
      common stock as payment in kind for interest due for the month of November
      2007
      on the Company’s 10% convertible notes.





On
      December 31, 2007, the Company issued 312,500 shares of the Company’s restricted
      common stock upon the conversion of $50,000 of the Company’s 10% convertible
      notes.





Warrants :




During
      2003, as part of its initial sale of its securities to the public, the Company
      sold Class A warrants, exercisable for five years, to acquire 2,474,000 common
      shares at $0.75 per share and Class B warrants, exercisable for seven years,
      to
      acquire 2,474,000 common shares at $1.75 per share. As additional compensation
      to the placement agent who placed the Company’s securities, the agent and its
      designees received rights to acquire 247,000 units of the Company’s securities
      for $0.985 each for five years. Each unit is comprised of one share of common
      stock, a warrant to acquire one share of common stock at $0.985 and another
      warrant to acquire a common share at $2.285 per share. Warrants to acquire
      172,800 shares of the Company’s common stock at $0.30 per share  were
      issued to a placement agent exercisable for five years as part of his
      compensation for his services in the Company’s private placement of its
      securities in 2004. On December 31, 2007, we extended the term to exercise
      the
      Class A Warrant from December 31, 2007 to March 31, 2008. The exercise price
      of
      the Class A Warrant was lowered on from $0.75 to $0.17 per share of our common
      stock, and we reduced the exercise price of our Class B Warrant from $1.50
      to
      $0.22 per share of our common stock. All other terms and conditions of the
      Warrants remained the same. On March 25, 2008, we extended the term to exercise
      the Class A Warrant from March 31, 2008 to July 31, 2008. The Company will
      file
      a Post-Effective Amendment No. 9 to its Registration Statement on Form SB-2
      (“Post-Effective Amendment”). The amended exercise price will become effective
      upon the date on which the Securities and Exchange Commission declares the
      Post-Effective Amendment.





During
      2005 and 2006, the Company raised capital via a private placement to accredited
      investors of units (“Units”), each Unit consisting of (a) a 10% convertible note
      with the original principal amount of $10,000 and (b) warrants to purchase
      10,000 shares of common stock, exercisable at $0.50 per share, for $10,000
      per
      Unit.





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





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





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





On
      January 29, 2007, warrants were issued to a consultant to acquire 900,000 shares
      of the Company’s common stock at $0.47 per share,
      exercisable for five years, as
      part
      of the compensation and further incentive for the consultant to devote his
      best
      efforts to the performance of services specified under a 3-year consulting
      agreement dated January 29, 2007. The warrants vest in three equal amounts
      of
      300,000 warrants on each of the following dates January 29, 2008, January 29,
      2009 and January 29, 2010 provided that the consultant is still retained by
      the
      Company. These shares were valued at $216,000, the fair value of warrant at
      the
      date of issue. This amount is being accreted over the vesting period of the
      warrants using the straight line method. For the nine months ending September
      30, 2007, a total of $48,000 was charged to operations with a corresponding
      credit to additional paid in capital.




F-22





On
      January 29, 2007, warrants were issued to a consultant to acquire 1,000,000
      shares of the Company’s common stock at $0.47 per share,
      exercisable for five years, as
      further incentive for the consultant to devote his best efforts to the
      performance of services specified under a 3-year consulting agreement dated
      January 29, 2007. The warrants vest when the consultant has achieved $2,000,000
      in net direct and indirect sales, as defined, in any one calendar year provided
      that the consultant is still retained by the Company. The fair value of warrant
      will be charged to operations with a corresponding credit to additional paid
      in
      capital on the date the sales target is achieved.





On
      February 16, 2007, a warrant was issued to a placement agent to acquire 224,000
      common shares at $0.50 per share exercisable for three years as part of the
      compensation for services rendered in the Company’s private placement of its 10%
      convertible notes. A total of $51,520, the fair value of warrant at the date
      of
      issue, was capitalized as deferred financing costs with a corresponding credit
      to additional paid in capital. This amount is being accreted over the remaining
      life of the notes associated with the placement agent using the straight line
      method.





On
      February 16, 2007, a warrant was issued to a placement agent to acquire 87,500
      common shares at $0.36 per share exercisable for three years as part of the
      compensation for services rendered in the Company’s private placement of its 10%
      short
      term promissory notes .
      A total
      of $22,750, the fair value of warrant at the date of issue, was capitalized
      as
      deferred financing costs with a corresponding credit to additional paid in
      capital. This amount is being accreted over the remaining life of the notes
      associated with the placement agent using the straight line method.





For
      the
      year ended December 31, 2007, 190,000 warrants were exercised. On December
      10,
      2007, the Company issued 140,000 shares of the Company’s restricted common stock
      upon the exercise of warrants issued with the Company’s 10% convertible notes
      and received net proceeds of $17,800. On December 18, 2007, the Company issued
      50,000 shares of the Company’s restricted common stock upon the exercise of
      warrants issued with the Company’s 10% convertible notes and received net
      proceeds of $7,000.





NOTE
      14 -
      COMMITMENTS AND CONTINGENCIES.





(a)
            Legal
                Proceedings





*AmberAlertAgent
      Development Company, LLC*





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





On
      August
      2, 2007, the Company and the plaintiffs signed a Settlement Agreement and Mutual
      Release whereby all legal actions were dismissed. Under the terms of the
      Settlement Agreement, SearchHelp placed $10,000 into escrow and released to
      the
      plaintiffs an aggregate of 1.375 million shares of the Company's common stock
      which were previously being held in escrow. The remaining 125,000 shares which
      were previously held in escrow were returned to the Company and retired. In
      addition, pursuant to the Settlement Agreement, SearchHelp and Amber Alert
      Agent
      entered into a License Agreement pursuant to which the Company received a
      perpetual, royalty-free, worldwide, and non-exclusive license to use, including
      to reproduce, perform, display, distribute, and create derivative works from,
      certain Sentry Predator Locator software and all related documentation. An
      additional $10,000 was placed in escrow for payment of transition services
      to be
      provided by the plaintiffs to assist the Company in migrating the software
      onto
      the Company's servers. The source code for the licensed software was also placed
      into escrow. All escrowed items will be released upon the successful transition
      of the software.




F-23




*Joseph
      Carrizzo*





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





On
      September 14, 2007, SearchHelp was served with a complaint that was filed in
      the
      Supreme Court of New York in Nassau County on August 30, 2007, entitled Joseph
      Carrizzo v. SearchHelp, Inc., arising from the situation stated above. In his
      Complaint, Mr. Carrizzo alleges that the Company was in material breach of
      the
      employment agreement. The Complaint seeks (i) damages in an amount in excess
      of
      $450,000, arising out of a material breach of the employment agreement, (ii)
      compensatory damages under Section 198, subdivision 1-a of the New York Labor
      Law including a statutory penalty of 25% and attorney’s fees, and (iii) a
      declaratory judgment that SearchHelp’s conduct constitutes a material breach,
      that all of Mr. Carrizzo’s non-vested stock options have fully vested and that
      all vested options and any shares issued upon exercise are entitled to immediate
      registration.





On
      October 4, 2007, the Company filed a verified answer and counterclaim in the
      Supreme Court of New York in Nassau County denying the allegations made by
      Mr.
      Carrizzo and counterclaiming that Mr. Carrizzo wrongfully appropriated
      intellectual property of the Company. The counterclaim seeks damages in an
      amount not yet fully ascertainable, but in no event less than
      $7,000,000.





Several
      motions and affidavits have been filed by both parties. A hearing date is
      expected to be set for late April 2008.




(b)
            Leases





The
      Company signed a new operating lease beginning July 31, 2006 for its corporate
      office space located in Syosset, New York. The lease has a term of five years
      and two months and expires on September 30, 2011. The following is a schedule
      by
      year of future minimum rental payments required under the lease
      agreement:





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




ETP
      leases office space in Boston, Massachusetts on a month to month basis. The
      annual rent is $28,704.





Rent
      expense was $82,279 and $66,557 for the years ended December 31, 2007 and 2006,
      respectively.





NOTE
      15 -
      SUBSEQUENT EVENTS




On
      January 3, 2008, the Company issued 277,778 shares of the Company’s restricted
      common stock upon the conversion of $25,000 of the Company’s 10% convertible
      notes.





On
      January 3, 2008, the Company issued 25,000 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $2,250.





On
      January 3, 2008, the Company issued 1,250,000 shares of the Company’s restricted
      common stock as bonuses to employees and directors





On
      January 3, 2008, the Company issued 150,000 shares of the Company’s restricted
      common stock to a marketing and promotions company for services to be rendered
      in 2008. These shares were valued at the fair market value of $0.21, less an
      approximate 10% discount (to give effect to the lack of liquidity for such
      shares) or at $0.19 per share. A total of $28,500 was charged to operations
      with
      a corresponding credit to additional paid in capital.





On
      January 8, 2008, the Company issued 666,666 shares of the Company’s restricted
      common stock upon the conversion of $100,000 of the Company’s 10% convertible
      notes.




F-24





On
      January 8, 2008, the Company issued 105,811 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $8,466.





On
      January 10, 2008, the Company issued 25,000 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $3,000.





On
      January 11, 2008, the Company issued 7,530,001 shares of the Company’s
      restricted common stock upon the conversion of $692,000 of the Company’s 10%
      convertible notes.





On
      January 11, 2008, the Company issued 692,000 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $55,360.





On
      January 15, 2008, the Company issued 208,333 shares of the Company’s restricted
      common stock upon the conversion of $25,000 of the Company’s 10% convertible
      notes.





On
      January 15, 2008, the Company issued 25,000 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $2,000.





On
      January 17, 2008, the Company issued 83,333 shares of the Company’s restricted
      common stock upon the conversion of $12,500 of the Company’s 10% convertible
      notes.





On
      January 17, 2008, the Company issued 12,500 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $1,000.





On
      January 23, 2008, the Company issued 300,000 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $24,000.





On
      January 28, 2008, the Company issued 80,000 shares of the Company’s restricted
      common stock upon the conversion of $12,000 of the Company’s 10% convertible
      notes.





On
      January 28, 2008, the Company issued 12,000 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $960.





On
      January 31, 2008, the Company issued 83,333 shares of the Company’s restricted
      common stock upon the conversion of $12,500 of the Company’s 10% convertible
      notes.





On
      January 31, 2008, the Company issued 12,500 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $1,000.





On
      February 1, 2008, the Company issued 357,143 shares of the Company’s restricted
      common stock upon the conversion of $50,000 of the Company’s 10% convertible
      notes.





On
      February 1, 2008, the Company issued 50,000 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $4,000.





On
      February 5, 2008, the Company issued 83,333 shares of the Company’s restricted
      common stock upon the conversion of $10,000 of the Company’s 10% convertible
      notes.





On
      February 5, 2008, the Company issued 12,000 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $960.





On
      February 12, 2008, the Company issued 71,429 shares of the Company’s restricted
      common stock upon the conversion of $10,000 of the Company’s 10% convertible
      notes.





On
      February 13, 2008, the Company issued 1,158,334 shares of the Company’s
      restricted common stock upon the conversion of $139,000 of the Company’s 10%
      convertible notes.





On
      February 14, 2008, the Company issued 416,667 shares of the Company’s restricted
      common stock upon the conversion of $50,000 of the Company’s 10% convertible
      notes.





On
      February 14, 2008, the Company issued 50,000 shares of the Company’s restricted
      common stock upon the exercise of warrants issued with the Company’s 10%
      convertible notes and received net proceeds of $6,000.




F-25





On
      February 19, 2008, the Company issued 276,190 shares of the Company’s restricted
      common stock upon the conversion of $40,000 of the Company’s 10% convertible
      notes.





On
      February 20, 2008, the Company issued 41,667 shares of the Company’s restricted
      common stock upon the conversion of $5,000 of the Company’s 10% convertible
      notes.





On
      February 21, 2008, the Company issued 41,667 shares of the Company’s restricted
      common stock upon the conversion of $5,000 of the Company’s 10% convertible
      notes.





On
      March
      20, 2008, the Company issued 416,667 shares of the Company’s restricted common
      stock upon the conversion of $50,000 of the Company’s 10% convertible
      notes.





On
      March
      24, 2008, the Company issued 375,000 shares of the Company’s restricted common
      stock upon the conversion of $45,000 of the Company’s 10% convertible
      notes.





On
      March
      26, 2008, the Company issued 416,667 shares of the Company’s restricted common
      stock upon the conversion of $50,000 of the Company’s 10% convertible
      notes.





On
      March
      21, 2008, the Company issued 83,333 shares of the Company’s restricted common
      stock upon the conversion of $10,000 of the Company’s 10% convertible
      notes.




F-26


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




None




**Item
      8A(T). Controls and Procedures**




**Internal
      Controls**




*Evaluation
      of Disclosure Controls and Procedures.* The
      Company maintains controls and procedures designed to ensure that information
      required to be disclosed in the reports that it files or submits under the
      Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
      and reported within the time periods specified in the rules and forms of the
      Securities and Exchange Commission. Disclosure Controls are also designed with
      the objective of ensuring that such information is accumulated and communicated
      to our management, as appropriate, to allow timely decisions regarding required
      disclosure. Internal Controls are procedures which are designed with the
      objective of providing reasonable assurance that (1) our transactions are
      properly authorized, recorded and reported; and (2) our assets are safeguarded
      against unauthorized or improper use, to permit the preparation of our financial
      statements in conformity with generally accepted accounting principles. Based
      on
      the foregoing evaluation, we are unaware of any compromised effectiveness in
      our
      reporting obligations.




We
      are
      developing a plan to ensure that all information will be recorded, processed,
      summarized and reported on a timely basis. This plan is dependent, in part,
      upon
      reallocation of responsibilities among various personnel, possibly hiring
      additional personnel and additional funding.




*Management’s
      annual report on internal control over financial reporting* .
      Our
      Management is responsible for establishing and maintaining adequate internal
      control over financial reporting (as defined in Rule 13a-15(f) and 15d - 15(f)
      under the Exchange Act). We believe that a control system, no matter how well
      designed and operated, cannot provide absolute assurance that the objectives
      of
      the control system are met, and no evaluation of controls can provide absolute
      assurance that all control issues and instances of fraud, if any, within a
      company have been detected. Our internal control over financial reporting are
      designed to provide a reasonable assurance of achieving their objectives. Our
      Management has assessed the effectiveness of the Company’s internal control over
      financial reporting as of December 31, 2007. In making this assessment, our
      management used the criteria set forth by the Committee of Sponsoring
      Organizations of the Treadway Commission (COSO) *in
      Internal Control-Integrated Framework* .
      Based
      on this evaluation, our management concluded that, as of December 31, 2007,
      our
      internal control over financial reporting was effective.




This
      annual report does not include an attestation report of our registered public
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by our registered public
      accounting firm pursuant to temporary rules of the Securities and Exchange
      Commission that permit us to provide only Management’s report in this annual
      report.




*Changes
      in Internal Controls.* There
      were no significant changes in our internal controls over financial reporting
      that occurred during the year ended December 31, 2007, that have materially
      affected, or are reasonably like to materially affect, our internal controls
      over financial reporting.




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




**Item
      8B. Other Information.**




Not
      Applicable.





21




**PART
      III**




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




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


Name
              
              Age
              
              Position
              
              Year
                  Began
                    ServiceWilliam
                  Bozsnyak
              
              47
              
              Chairman
                  of the Board of Directors, Chief
              
              2001Executive
                  Officer and TreasurerJohn
                  Caruso
              
              48
              
              Chief
                  Financial Officer, Senior Vice President and Secretary
              
              2006Brian
                  P. O’Connor
              
              61
              
              Director,
                  Chief Operating Officer and Executive Vice President and Chief
                  Marketing
                  Officer
              
              2005David
                  M. Barnes
              
              65
              
              Director
              
              2005Randy
                  S. Zelin
              
              44
              
              Director
              
              2007




William
      Bozsnyak, 47, is the founder, chief executive officer and chairman of the board
      of SearchHelp. After a successful career in the financial services industry,
      Mr.
      Bozsnyak created a local Internet portal in 1998 which focused on meeting the
      advertising needs of small businesses that were not being met on a national
      level. In addition to his current duties, Mr. Bozsnyak has served SearchHelp
      in
      several capacities since its inception in January 2001 including treasurer,
      chief financial officer and vice president. Prior to forming SearchHelp, Mr.
      Bozsnyak began his career with J.P. Morgan Securities Inc. in 1982 and rose
      to
      become a vice president in its Institutional Fixed Income Sales Department.
      In
      1993, he left Morgan to join UBS Securities Inc. as vice president of its Global
      Fixed Income Department. In this role, he was responsible for the sale of U.S.
      fixed income securities to major institutional U.S. firms. Mr. Bozsnyak
      graduated in 1982 from the New York Institute of Technology with a Bachelor’s in
      Business Administration and a minor in Finance.




John
      Caruso, 48, is the Chief Financial Officer of SearchHelp and has over 26 years
      of accounting and management-level experience. From November 2004 through April
      2006, Mr. Caruso served as Vice President and Controller of First Sterling
      Financial, Inc., a real estate syndicator of affordable housing across the
      U.S.
      and Puerto Rico. From April 2002 through June 2004, he served as Vice President
      of Finance and Administration and CFO for AccountantsWorld, LLC., a developer
      of
      software and provider of Internet services for the accounting profession where
      he engineered a multi-million dollar sale of a software product line. From
      September 1999 through October 2001, Mr. Caruso was Senior Vice President of
      Finance and Operations for CityReach International Ltd., a London-based owner
      and operator of data centers throughout Europe. In this capacity, Mr. Caruso
      was
      a key factor in raising over $300 million in capital and he was directly
      responsible for the daily operation of approximately one million square feet
      of
      technical space in eight countries with over 300 employees. Earlier in his
      career, Mr. Caruso worked as a certified public accountant with national and
      regional accounting firms. He graduated from Brooklyn College in 1980 with
      a
      Bachelor’s degree in Accounting.




Brian
      O’Connor, 61, is the Chief Operating Officer, Executive Vice President of
      Marketing, and a Director of SearchHelp, and remains the President of ETP.
      From
      1998 until joining SearchHelp in June 2005, Mr. O’Connor was President of ETP
      and founder of Worldwide Commerce Exchange and Ann’s Boston Brownie Company. Mr.
      O’Connor was formerly the vice president for North American and Asia Pacific
      Sales for Polaroid Corporation from 1989 to 1998. In this capacity, he was
      responsible for sales and marketing of Polaroid’s U.S. business, generating over
      $1.1 billion in sales with over 900 employees. While at Polaroid, he also
      established an international consumer sales group in Asia, Japan, South America,
      Africa and the Middle East for Polaroid component products. Mr. O’Connor
      currently serves on the board of directors of the Dana Farber Cancer Institute
      and the Jimmy Fund Advisory Council. Formerly, he served on the board of
      directors of the Carroll School for Dyslexic Children and The New England Sports
      Museum.




David
      M.
      Barnes, 65, is a director of SearchHelp, and serves as chairman and financial
      expert of the Company’s audit committee and compensation committee. He has more
      than 40 years of experience in finance and public company accounting. Mr. Barnes
      served as a director and the Chief Financial Officer of American United Global,
      Inc., now known as Solar Thin Films, Inc. (SLTN), from May 1996 through July
      2006 when the company was acquired. He served as Chief Financial Officer of
      Cyber Defense Systems, Inc. (CYDF), a designer and builder of manned and
      unmanned airships, from October 2005 through November 2007, and of Neah Power
      Systems, Inc. (NPWS), which is developing and building fuel cells, from April
      2006 to present. He also served as a director and an audit committee and
      compensation committee member of Thinkpath Inc. (THPHF), an engineering firm,
      which filed for protection under XI on March 7, 2008 and is a director and
      chairman of the audit and compensation committees of Medical Management
      Solutions, Inc. (MSMI), a comprehensive medical billing, financing and
      consulting firm, since October 2007.




22




Randy
      S.
      Zelin, 44, is a director of SearchHelp. An experienced attorney in private
      practice and a former Nassau County, NY Assistant District Attorney, Mr. Zelin
      concentrates in the areas of criminal defense and securities litigation. From
      June 2000 to present, Mr. Zelin serves as President of Randy Scott Zelin, P.C.,
      a law firm in Westbury, New York. He is a graduate of Hofstra University (B.A.
      1984) and the Touro College Jacob D. Fuchsberg Law Center (J.D. 1987). He is
      of
      counsel to Pryor & Mandelup, LLP, a distinguished bankruptcy,
      reorganization, and civil practice, where he maintains his office. Mr. Zelin
      is
      admitted to practice in New York, New Jersey, and Florida and in the U.S.
      District Courts for the Southern, Eastern, and Northern Districts of New York,
      and the U.S. Court of Appeals for the Second Circuit.




Mr.
      Zelin
      is a member of the Nassau County Bar Association and the National Association
      of
      Criminal Defense Lawyers. He has lectured at continuing legal education programs
      on criminal law and procedure and has taught as a guest instructor in various
      local law schools’ trial advocacy programs as well as for the National Institute
      for Trial Advocacy. He also appears regularly on CNN Headline news to discuss
      noteworthy trials and criminal justice issues.




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




**Audit
      Committee**




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




The
      purpose of the Audit Committee is to assist the Board of Directors in fulfilling
      its oversight responsibilities with respect to:




·
            the
                integrity of the financial reports and other financial information
                provided by us to the public or any governmental body;


·
            our
                compliance with legal and regulatory
                requirements


·
            our
                systems of internal controls regarding finance, accounting and legal
                compliance;


·
            the
                qualifications and independence of our independent auditors;


·
            the
                performance of our internal audit function and independent
                auditors;


·
            our
                auditing, accounting, and financial reporting processes generally;
                and


·
            the
                performance of such other functions as the Board of Directors may
                assign
                from time to time.





The
      Audit
      Committee has the authority to:




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




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




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




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




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




23




**Audit
      Committee Financial Expert**




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




**Code
      of Ethics**




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




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




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




**Indebtedness
      of Executive Officers and Directors**




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




**Family
      Relationships**




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




**Legal
      Proceedings**




During
      the past five years, no officer or director of the Company has:




·
            been
                convicted in or is currently subject to a pending a criminal proceeding;


·
            been
                a party to a civil proceeding of a judicial or administrative body
                of
                competent jurisdiction and as a result of such proceeding was or
                is
                subject to a judgment, decree or final order enjoining future violations
                of, or prohibiting or mandating activities subject to any Federal
                or state
                securities or banking laws including, without limitation, in any
                way
                limiting involvement in any business activity, or finding any violation
                with respect to such law; nor


·
            has
                any bankruptcy petition been filed by or against the business of
                which
                such person was an executive officer or a general partner, whether
                at the
                time of the bankruptcy or for the two years prior thereto.




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




Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires all of
      SearchHelp’s officers and directors, and persons who own more than ten percent
      of a registered class of SearchHelp’s equity securities, to file reports of
      ownership and changes in ownership of equity securities of SearchHelp with
      the
      SEC and any applicable stock exchange. Officers, directors and greater than
      ten
      percent stockholders are required by SEC regulation to furnish SearchHelp with
      copies of all Section 16(a) forms that they file. Based solely upon a review
      of
      Forms 3, 4, and 5 furnished to SearchHelp during 2006 and 2005, SearchHelp
      believes that none of its officers, directors and greater than 10% beneficial
      owners failed to file such Forms on a timely basis during the most recent fiscal
      year or prior fiscal year except the following: William J. Bozsnyak, the
      Company’s Chairman and Chief Executive Officer, filed a late report on Form 4 on
      March 29, 2007 with the SEC, for the cancellation of an option granted to him
      on
      May 1, 2005 with an exercise price of $0.20 per share of common stock, in
      exchange for a new option granted to him on December 6, 2006 having a higher
      exercise price of $0.45 in order to comply with Rule 409A of the Internal
      Revenue Code, Joseph P. Carrizzo, the Company’s former President, filed a late
      report on Form 4 on April 11, 2007 with the SEC, for the cancellation of an
      option granted to him on April 26, 2005 with an exercise price of $0.20 per
      share of common stock, in exchange for a new option granted to him on December
      6, 2006 having a higher exercise price of $0.30 in order to comply with Rule
      409A of the Internal Revenue Code and Brian O’Connor, the Company’s Chief
      Operating Officer filed a late report on Form 4 on March 29, 2007 with the
      SEC,
      for the cancellation of an option granted to him on June 8, 2005 with an
      exercise price of $0.20 per share of common stock, in exchange for a new option
      granted to him on December 6, 2006 having a higher exercise price of $0.49
      in
      order to comply with Rule 409A of the Internal Revenue Code.




24




**Item
      10 - Executive Compensation**





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





The
      following table shows the compensation earned by each of the named executive
      officers for the years ended December 31, 2007 and 2006.


**SUMMARY
          COMPENSATION TABLE**
 **Name
                  and Principal**
              
              
              
              **Salary
                  (1)**
              
              **Bonuses**
              
              **Option
                  Grants****(2)**
              
              
              **All
                  Other****Compensation
                  (3)**
              
              **Total****Position**
              
              ****Year****
              
              **($)**
              
              **($)**
              
              **($)**
              
              
              **($)**
              
              **($)**(a)
              
              (b)
              
              (c)
              
              (d)
              
              (e)
              
              
              (f)
              
              (g)William
                  J. Bozsnyak,
              
              
              2007
              
              $
              150,000
              (8)
              
              
              
              
              59,856
              (4)
              
              
              100000
              
              $
              309,856*Chairman
                  and Chief Executive*
              
              
              2006
              
              $
              128,000
              (8)
              
              
              
              
              157,267
              (4)
              
              
              12,000
              
              $
              297,267John
                  Caruso,*Chief
                  Financial*
              
              
              2007
              
              $
              118,577
              
              
              
              
              
              84,000
              (6)
              
              
              7200
              
              $
              209,777*Officer*(5)
              
              
              2006
              
              $
              88,339
              
              
              
              
              
              56,000
              (6)
              
              
              6,400
              
              $
              150,739Joseph
                  P. Carrizzo,*Former*
              
              
              2007
              
              $
              19,154
              
              
              
              
              
              84,722
              (9)
              
              
              3000
              
              $
              106,876*President*(7)
              
              
              2006
              
              $
              128,000
              
              
              
              
              
              253,333
              (9)
              
              
              12,000
              
              $
              393,333Brian
                  P. O’Connor,*Chief*
              
              
              2007
              
              
              138600
              (8)
              
              
              
              
              59,722
              (10)
              
              
              6000
              
              $
              204,322*Operating
                  Officer*
              
              
              2006
              
              $
              128,000
              (8)
              
              
              
              
              143,333
              (10)
              
              
              12,000
              
              $
              283,333




(1)
            Salary
                represents base salary earned in 2007 and 2006.




(2)
            Represents
                the amount recognized by SearchHelp for financial statement reporting
                purposes in accordancewith FAS 123R




(3)
            Includes
                $100,000 to Mr. Bozsnyak paid quarterly in options to purchase our
                common
                stock (see 10 below).The
                named executive officers’ other compensation included the following:




·
            Mr.
                Bozsnyak ($12,000 vehicle allowance -
                2006);




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




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




·
            Mr.
                O’Connor (($12,000 vehicle allowance through June
                2007).




(4)
            Represents
                the amount recognized by SearchHelp for financial statement reporting
                purposes in accordancewith FAS 123R for 1,000,000 options granted to Mr. Bozsnyak on May
                1,
                2005, pursuant to his employmentagreement.




(5)
            Mr.
                Caruso commenced employment with SearchHelp as our Chief Financial
                Officer
                on May 2, 2006. Hiscompensation amounts reflect his compensation for the period during
                which
                he served in this position.




(6)
            Represents
                the amount recognized by SearchHelp for financial statement reporting
                purposes in accordancewith FAS 123R for 900,000 options granted to Mr. Caruso on May 2,
                2006,
                pursuant to his employmentagreement.




(7)
            During
                the first quarter of 2007, Mr. Carrizzo resigned as President and
                a
                Director.




(8)
            Includes
                the receipt of options on August 1, 2007 in lieu of
                cash.




(9)
            Represents
                the amount recognized by SearchHelp for financial statement reporting
                purposes in accordancewith FAS 123R for 3,000,000 options granted to Mr. Carrizzo on April
                26,
                2005, pursuant to his employmentagreement and 500,000 options granted on April 21,
                2005.




(10)
            Represents
                the amount recognized by SearchHelp for financial statement reporting
                purposes in accordancewith FAS 123R for 900,000 options granted to Mr. O’Connor on June 8, 2005,
                pursuant to his employmentagreement.




25




(11)
            On
                January 29, 2007, we amended the terms of Mr. Bozsnyak's employment
                agreement. Under the terms ofthe amendment, (i) the term of the employment agreement was extended
                until
                December 31, 2009, (ii)beginning on January 1, 2007, Mr. Bozsnyak's base salary was increased
                to
                $250,000 per annum, of which$150,000 is payable in cash and, until such time as we have cash
                flow in
                excess of $1 million for twoconsecutive quarters, $100,000 shall be paid quarterly in options
                to
                purchase our common stock (iii) in theevent we acquire another company, Mr. Bozsnyak will receive a number
                of
                options to purchase our shares, asthe Board shall determine to be sufficient to compensate Mr. Bozsnyak
                for
                his efforts in connection with suchtransaction, at the then current market value and (iv) continued
                compensation under the terms of Mr.Bozsnyak for a period of five years after a change of
                control.




The
      following table shows outstanding option awards held by each of the named
      executive officers as of December 31, 2007.




**OUTSTANDING
          OPTION AWARDS**
 **Name**
              
              
              **Total
                  Outstanding Option Award**
              
              
              **Number
                  of Securities Underlying Exercisable but Unexercised
                  Options**
              
              
              **Number
                  of Securities Underlying Unexercised Unearned
                  Options**
                **(#)**
              
              
              **Option
                  Exercise Price**
                **($)**
              
              
              **Option
                  Expiration Date**(a)
              
              
              **(#)**
              
              
              **(#)**
              
              
              (b)
              
              
              (c)
              
              
              (d)William
                  J. Bozsnyak,*Chairman
                  and Chief Executive Officer*
              
              
              1,000,000
              (2)
              
              1,000,000
              
              
              -
              
              $
              0.45
              
              
              4/30/2010140,000
              
              
              105,000
              
              
              35,000
              
              $
              0.27
              
              
              4/20/201060,000
              
              
              60,000
              
              
              -
              
              $
              0.77
              
              
              5/20/200962,500
              (8)
              
              62,500
              
              
              62,500
              
              $
              0.40
              
              
              4/27/2012113,636
              (8)
              
              113,636
              
              
              113,636
              
              $
              0.22
              
              
              7/21/2012123,077
              (7)
              
              123,077
              
              
              123,077
              
              $
              0.27
              
              
              7/30/2012282,707
              (7)
              
              282,707
              
              
              282,707
              
              $
              0.20
              
              
              7/30/2012113,636
              (8)
              
              113,636
              
              
              113,636
              
              $
              0.22
              
              
              10/15/2012John
                  Caruso,*Chief
                  Financial Officer*
              
              
              900,000
              (3)
              
              420,000
              
              
              480,000
              
              $
              0.38
              
              
              5/2/20113,000,000
              (4)
              
              2,000,000
              
              
              1,000,000
              
              $
              0.30
              
              
              4/25/2010500,000
              
              
              500,000
              
              
              -
              
              $
              0.27
              
              
              4/20/201010,000
              
              
              7,500
              
              
              2,500
              
              $
              0.70
              
              
              5/20/200910,000
              
              
              7,500
              
              
              2,500
              
              $
              0.70
              
              
              5/20/2009Joseph
                  P. Carrizzo,*President*(6)
              
              
              750,000
              
              
              750,000
              
              
              -
              
              $
              0.25
              
              
              3/11/2009Brian
                  P. O’Connor,*Chief
                  Operating Officer*
              
              
              1,000,000
                102,564
                  (7
                215,037(7
              )
                )
              
              1,000,000
                102,564
                215,037
              
              
              -
                -
                -
              
              $
                $
                $
              0.49
                0.27
                0.20
              
              
              6/7/2010
                7/30/2012
                7/30/2012


(1)
            No
                options were exercised in 2007 by any named executive
                officers.




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




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




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




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




(6)
            During
                the fir1st quarter of 2007, Mr. Carrizzo resigned as President and
                a
                Director.




(7)
            Options
                granted on August 1, 2007 in lieu of cash payment of accrued
                salaries.




(8)
            Quarterly
                option granted pursuant to Mr. Bozsnyak’s employment agreement (see
                Summary Compensation Table, (11)
                above)





26




**2004
      Stock Plan**




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




**Director
      Compensation**





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




**DIRECTOR
                  COMPENSATION TABLE****Name**
              
              
              
              **Fees
                  Earned or Paid in Cash**
                **($)**
              
              **Stock
                  and Option Awards**
                **($)**
              
              **Total**
                **($)**Randy
                  S. Zelin (3)
              
              
              2007
              
              
              -
              
              
              -
              
              
              -David
                  Barnes
              
              
              2006
              
              $
              20,975
              
              $
              13,333
              (2)
              $
              34,3082006
              
              $
              26,025
              
              
              -
              
              $
              26,025


(1)
            No
                options were exercised in 2007 by any
                directors.


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


(3)
            Mr.
                Zelin joined the Board in 2007.




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





The
      following table sets forth certain information, as of April 4, 2008, with
      respect to the beneficial ownership of our Common Stock by each: (i) holder
      of
      more than five percent (5%) of the outstanding shares of our Common Stock;
      (ii)
      our executive officers and directors; and (iii) all our executive officers
      and
      directors as a group. The Company's issued and outstanding voting securities
      at
      the close of business on April
      4,
      2008, consisted of 60,357,084 shares
      of
      Common Stock. Unless otherwise indicated, the address of each of the named
      persons is care of SearchHelp, Inc., 6800 Jericho Turnpike, Suite 208E, Syosset,
      New York 11791.





Name
                and Address
            
            Shares
              Beneficially
                Owned (1)
            
            Percentage
              Beneficially
                OwnedWilliam
                Bozsnyak (2)
            
            
            8,135,918
            
            
            12.89
            %Debbie
                Seaman (3)
            
            
            1,198,000
            
            
            1.98
            %Joseph
                Carrizzo (4)
            
            
            2,515,000
            
            
            4.02
            %Brian
                P O’Connor (5)
            
            
            2,884,268
            
            
            4.70
            %David
                M. Barnes
            
            
            450,000
            
            
            *John
                Caruso (6)
            
            
            660,000
            
            
            1.09
            %Randy
                S. Zelin
            
            
            250,000
            
            
            *All
                directors and executive officersas
                a group (5 persons)
            
            
            12,380,186
            
            
            19.16
            %





*
      less
      than one percent





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




27




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




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




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




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




(6)
            Consists
                of****240,000
                shares of common stock and options to acquire 420,000 shares of common
                stock.




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




Due
      to
      stockholders




At
      December 31, 2007 and 2006, the Company was indebted to its CEO, William
      Bozsnyak, in the amounts of $45,719 and $617,500, respectively, for working
      capital advances made to the Company. On August 31, 2007, Mr. Bozsnyak offered
      to convert $550,500 of working capital loans into 1,196,742 restricted shares
      of
      the Company’s common stock and 105,057 shares of the Company’s Convertible
      Series A Preferred Stock. Subsequent to Board acceptance and approval, on
      September 7, 2007 the Company issued the respective shares and an entry was
      made
      to reduce loans payable to shareholder for $550,500 with a corresponding credit
      to common stock, preferred stock and additional paid in capital.




For
      the
      years ended December 31, 2007 and 2006, interest expense was charged in the
      amounts of $44,620 and $62,280, respectively. The interest rate used in this
      calculation is the same interest rate paid to the Company’s short term lender
      under the revolving line of credit described in Note 5, 9.50% at December 31,
      2007 and 10.50% at December 31, 2006. At December 31, 2007 and 2006, $152,453
      and $107,792 in accrued interest was due to Mr. Bozsnyak,
      respectively.




The
      Company also owed Mr. Bozsnyak $7,987 and $6,917 as of December 31, 2007 and
      2006, respectively, for travel expenses and online advertising incurred on
      behalf of the Company. Additionally, at December 31, 2007 and 2006, Brian
      O’Connor, a shareholder and director, is owed $419 and $1,367, respectively,
      for
      travel expenses incurred on behalf of the Company.




At
      December 31, 2007 and 2006, $170,683 and $108,415, respectively, was owed for
      unpaid salaries and accrued vacation to Mr. Bozsnyak, Joseph Carrizzo, the
      Company’s former President, and Mr. O’Connor. An additional $50,000 was accrued
      at both December 31, 2006 as a contingency for certain claims made by Mr.
      Carrizzo in a lawsuit (see Note 14 to the Consolidated Financial Statements).
      A
      total of $16,250 was owed to Mr. Bozsnyak at December 31, 2007 as equity
      compensation per his employment agreement.




Due
      to
      affiliates




The
      President of ETP has a minority interest in three affiliated companies. Based
      upon cash flow needs, there are loans made to and/or from one of these
      affiliates as well as from the President of ETP directly. As of December 31,
      2007 and 2006, the Company owed one of these affiliates $47,907 and $59,657,
      respectively.




**Item
      13. Exhibits**


Exhibit
                No.
              
              Description
                  of Exhibit3(i)(a)
              
              Certificate
                  of Incorporation of the Company*3(i)(b)
              
              Certificate
                  of Amendment effective April 26, 2005 (Incorporated herein
                  by reference to Form 8-K filed May 2, 2005)3(ii)
              
              By-laws
                  of the Company*3(iii)
              
              Form
                  of Certificate Designations, Voting Powers, Preferences, Limitations,
                  Restrictions, and Relative
                  Rights of Series A 7% Convertible Preferred Stock, $0.0001 par
                  value.(Incorporated
                  herein by reference to Form 8-K filed February 13,
                  2007)4.1
              
              Specimen
                  Common Stock Certificate of the Company*4.2
              
              Specimen
                  Class A Warrant Certificate of the Company*4.3
              
              Specimen
                  Class B Warrant Certificate of the
                  Company*




28




5
              
              Opinion
                  re: Legality (Incorporated herein by reference to Post-Effective
                  Amendment
                  No. 4 to our
                  Form SB-2 filed with the Securities and Exchange Commission on
                  May 10,
                  2004 - File
                  No. 33-97687).10.3
              
              Warrant
                  Agreement, dated January 22, 2003, between the Company and American
                  Stock
                  Transfer
                  and Trust Company*10.4
              
              Placement
                  Agent Registration Rights Agreement, dated January 22, 2003,between
                  the Company
                  and Robert M. Cohen & Co, Inc.*10.5
              
              Form
                  of Placement Agent Warrant*10.6
              
              Company
                  2004 Stock Plan, dated January 1, 2004. **10.7
              
              Participation
                  Agreement, dated February 3, 2004, between the Company and Environmental
                  Commercial
                  Technology Corp. **10.8
              
              Letter
                  Agreement, dated February 3, 2004, between the Company andBioNeutral
                  Laboratories
                  Corporation USA. **10.9
              
              Letter
                  Agreement, dated February 3, 2004, between the Company andBioNeutral
                  Laboratories
                  Corporation (Worldwide) Limited. **10.10
              
              Settlement
                  Agreement, dated October 20, 2005, between SearchHelp, Inc. and
                  BioNeutral
                  Laboratories
                  Corporation USA. (filed herewith)10.11
              
              Registration
                  Rights Agreement, dated November 7, 2003, by and between the Company
                  and
                  S.G.
                  Martin Securities LLC.**10.12
              
              Software
                  Purchase and Service Agreement, dated as of August 15, 2003, by
                  and
                  between the
                  Company and Edocusign, Inc. **10.13
              
              Employment
                  Agreement, dated April 26, 2005, between the Company and
                  Joseph Carrizzo (Incorporated herein by reference to Form 8-K filed
                  April 28, 2005)10.14
              
              Securities
                  Purchase Agreement by and among the Shareholders of E-Top-Pics,
                  Inc. and
                  the Company
                  dated as of April 26, 2005. (Incorporated herein by reference
                  to Form 8-K filed June 14, 2005)10.15
              
              Employment
                  Agreement, dated May 1, 2005, between the Company andWilliam
                  Bozsnyak (Incorporated
                  herein by reference to Form 8-K filed May 3,
                  2005)10.16
              
              Employment
                  Agreement, dated May 1, 2005, between the Company andBrian
                  O’Connor (Incorporated
                  herein by reference to Form 8-K filed June 14,
                  2005)10.17
              
              Accounts
                  Receivable Purchase Agreement, dated September 15, 2005, between
                  E-Top-Pics, Inc.
                  and Commercial Capital Lending, LLC (Incorporated herein by reference
                  to
                  Form 8-K
                  filed September 21, 2005)10.18
              
              Secured
                  Guaranty, dated September 15, 2005, between SearchHelp, Inc. and
                  Commercial Capital
                  Lending, LLC (Incorporated herein by reference to Form 8-K filed
                  September
                  21,
                  2005)10.19
              
              Supply
                  Agreement, dated September 27, 2005, between E-Top-Pics, Inc. and
                  Fuji
                  Photo Film
                  U.S.A., Inc. (Incorporated herein by reference to Form 8-K filed
                  October
                  3, 2005)10.20
              
              Exchange
                  Agreement dated as of November 2, 2005, among SearchHelp,Inc.,
                  AmberAlertAgent,
                  Inc. (“AAA”) and the stockholders of AAA (incorporated herein by reference
                  to 8-K filed November 10, 2005)10.21
              
              Consulting
                  Agreement, dated November 2, 2005, among SearchHelp, Inc., AmberAlertAgentDevelopment
                  Company, LLC, and certain principals of AmberAlertAgentDevelopment
                  Company,
                  LLC. ***10.22
              
              Employment
                  agreement, dated April 24, 2006 between the Company and John Caruso
(Incorporated
                  herein by reference to Form 8-K filed May 8,
                  2006)10.23
              
              Lease
                  Agreement, dated June 1, 2006, between the Company and RA 6800
                  Jericho
                  Turnpike LLC (Incorporated
                  herein by reference to Form 8-K filed June 12,
                  2006)10.24
              
              Settlement
                  Agreement, dated July 14, 2006 between the Company and BioNeutral
                  Laboratories Corporation
                  USA (Incorporated herein by reference to Form 8-K filed July 20,
                  2006)10.25
              
              Amendment
                  to Employment Agreement, dated January 29, 2007, between theCompany
                  and William
                  Bozsnyak ****10.26
              
              Series
                  A Preferred Stock Purchase Agreement dated February 7, 2007 by
                  and between
                  the Registrant
                  and Edward Kaplan.(Incorporated
                  herein by reference to Form 8-K filed February 13,
                  2007)10.27
              
              Series
                  A Preferred Stock Purchase Agreement dated February 8, 2007 by
                  and between
                  the Registrant
                  and The LAM Opportunity Fund, LTD.(Incorporated
                  herein by reference to Form 8-K filed February 13,
                  2007)




29


10.28
              
              Series
                  A Preferred Stock Purchase Agreement dated February 8, 2007 by
                  and between
                  the Registrant
                  and Lewis Opportunity Fund, LP.(Incorporated
                  herein by reference to Form 8-K filed February 13,
                  2007)10.29
              
              Series
                  A Preferred Stock Purchase Agreement dated February 20, 2007 by
                  and
                  between the Registrant
                  and The LAM Opportunity Fund, LTD.(incorporated
                  herein by reference to Form 8-K filed February 26,
                  2007)10.30
              
              Series
                  A Preferred Stock Purchase Agreement dated February 20, 2007 by
                  and
                  between the Registrant
                  and Lewis Opportunity Fund, LP.(Incorporated
                  herein by reference to Form 8-K filed February 26,
                  2007)10.31
              
              Series
                  A Preferred Stock Purchase Agreement dated March 9, 2007 by and
                  between
                  the Registrant
                  and Michael Zuhoski.(Incorporated
                  herein by reference to Form 8-K filed June 6, 2007)10.32
              
              Series
                  A Preferred Stock Purchase Agreement dated March 9, 2007 by and
                  between
                  the Registrant
                  and Diane Supinsky.(Incorporated
                  herein by reference to Form 8-K filed June 6, 2007)10.33
              
              Series
                  A Preferred Stock Purchase Agreement dated May 16, 2007 by and
                  between the
                  Registrant
                  and Lewis Opportunity Fund, LP.(Incorporated
                  herein by reference to Form 8-K filed June 6, 2007)10.34
              
              Series
                  A Preferred Stock Purchase Agreement dated May 16, 2007 by and
                  between the
                  Registrant
                  and The LAM Opportunity Fund, LTD.(incorporated
                  herein by reference to Form 8-K filed June 6, 2007)10.35
              
              Series
                  A Preferred Stock Purchase Agreement dated June 1, 2007 by and
                  between the
                  Registrant and
                  Lewis Opportunity Fund, LP.(Incorporated
                  herein by reference to Form 8-K filed June 6, 2007)14
              
              Code
                  of Ethics of the Company.**21
              
              List
                  of Subsidiaries****
              
              Incorporated
                  herein by reference to the Company’s Form SB-2 filed with the Securities
                  and
                  Exchange Commission (File No. 33-97687).**
              
              Incorporated
                  herein by reference to the Company’s Form 10-KSB filed
                  with the Securities and Exchange Commission on March 16,
                  2004.***
              
              Incorporated
                  herein by reference to the Company’s Form 10-KSB filed
                  with the Securities and Exchange Commission on April 17,
                  2006****
              
              Incorporated
                  herein by reference to the Company’s Form 10-KSB filed
                  with the Securities and Exchange Commission on April 11,
                  2007


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


Audit
                  Fees:
              
              Year
                  ended December 31, 2007 - $ 45,000Year
                  ended December 31, 2006 - $ 50,000Audit-Related
                  Fees:
              
              Year
                  ended December 31, 2007 - $ 33,000Year
                  ended December 31, 2006 - $ 30,000Tax
                  Fees:
              
              Year
                  ended December 31, 2007 - NONEYear
                  ended December 31, 2006 - NONEAll
                  Other Fees:
              
              Year
                  ended December 31, 2006 - $ 2,000Year
                  ended December 31, 2005 - $ 7,100




30




**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 BozsnyakWilliam Bozsnyak, Chief Executive OfficerDate:
                April 15, 2008




By:
            /s/
                John CarusoJohn
                Caruso, Chief Financial OfficerDate:
                April 15, 2008




31




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




Name
            
            Title
            
            Date/s/
                William BozsnyakWilliam Bozsnyak
            
            Chairman
                and Chief Executive Officer
            
            April
                15, 2008/s/
                David M.BarnesDavid M.Barnes
            
            Director
            
            April
                15, 2008/s/
                Randy S. ZelinRandy S. Zelin
            
            Director
            
            April
                15, 2008/s/
                Brian O'ConnorBrian
                O'Connor
            
            Director
                and Chief Operating
                Officer
            
            April
                15, 2008




32