SearchHelp (SHLP) - EchoMetrix (EHMI) - Business (not likely) or Fraud?

Hidden behind the seedy past of this company is a cadre of characters. Founded by Bill Bozsnyak in 2003 characters like Jeffrey Supinsky (banned NASDAQ trader – see below) are quietly pulling the strings. Supinsky, the owner of two million shares (3.5% of the company- only recently reported in the company’s S1/A – see below) is not so quietly jacking the stock. Shares of EchoMetrix (EHMI) recently shot up from very little trading to typically over 500, 000 shares a day and the stock skyrocketed to $0.26 taking this company, (a company with 25 million in accumulated deficit and sales to date of just over $17, 000) to a capitalization value of $20 million.

Clearly, Jeffrey Supinsky and Bill Bozsnyak, who have been partners from the beginning are doing their best to take this company from fundamentals (the have none) to a psychedelic valuation fantasy. Supinsky traded $250, 000 worth of SearchHelp stock back in 2005 (see below), has been banned from all trading (see below) and was involved in stock trading with a New Jersey mob family (see Business Week article sited below). Most recently Bill Bozsnyak handed the reins over to Jeffrey Green, clearly to distance himself so he can begin dumping stock. Supinsky, with a history of stock manipulation, and connections to the New Jersey mob, will see to it that Bozsnyak gets a plentiful reward for their friendship by dumping his 8, 000, 000 shares and Supinky’s 2, 0000, 000 shares.

Consider how this chop stock works. Over the last few years investors have pumped in millions of dollars into a company with no significant sales, a company which most recently lied about significant relationships such as having a contract with Fox News, which was proven false by a recent article in Forbes (Fox told the AP it never used the system, but sat in meetings in which EchoMetrix pitched the product – see below for the release and statement). The company’s public reporting shows investment after investment in blocks of $50, 000 to $100, 000.at a price above market for a company which has lost over $25, 000, 000 over its life and has never had any significant revenue. Clearly, no living, breathing investor would invest in such a company unless they were expecting to get their money back on some inside deal or they were simply laundering money (see investment stream below – taken directly from the company’s public financials). Clearly these investors are on the come and should get what they have coming. Unfortunately, with bigger fish to fry, and Madoff clearly set the bar, this small fish happy-go-lucky, screw the world shenanigans of Jeffrey Supinsky and Bill Bozsnyak will continue to go unnoticed by the SEC year after year after year. Now that they have installed their pawn – Jeffrey Green, they can sit back, manipulate the stock, and trade out their 10, 000, 000 shares.

Jeffrey Green, EchoMetrix president, may also have issues. A background check shows issue with Mr. Green’s involvement Pharmacy Fund, a company that went bankrupt when he was at the helm. Clearly this guy isn’t what he’s being hyped to be. And surely there’s a historical connection somewhere in there. So why would the company install a couple of near-octogenarians to run its high-tech company? And then, why does the stock start selling at 8X more than near-term historical values and volume quickly rises to over 500, 000 shares per day? Selling a product that violates children’s fundamental civil rights? Selling data to large corporations will never work. No one will accept that exposure! As noted when the company releases a false press release that Fox News was using its product (see release below), then AP released a recent article on the company and interviewed Fox, who stated they never used the product. Well… I guess Mr. Supinsky and Mr. Bozsnyak aren’t that good at setting this chop stock pig up for slaughter.

An article from c|net (http://news.cnet.com

/8301-19518_3-10345848-238.html), stated, David Perry of TrendMicro, which includes parental control tools in some of its security products, said he isn't aware of any other parental control products that capture this type of information. "This is a severe case of what we used to call spyware, " he said. Perry worries that even though the software may not collect the names of the children, "those names could be included in some of the chat messages." These hooligans not only manipulate their stock and release fraudulent press releases, but they violate children’s fundamental civil rights by spying on kids and purportedly selling this data, but are there really buyers for such data? Fox wasn’t. This is a kin to selling a kidney off a street corner.

A quick analysis of the company’s Level II trading shows historical patterns (for many years) of last minute trades of 100 shares pushing the stock up at the end of many trading days. Some of this has been documented at the site www.hotstocked.com. Typically the company has been spending less than $25, to increase the company valuation several million dollars at the end of the day. The Company currently has a valuation of $20, 000, 000 with revenue to date a little over $17, 000. I would suggest taking a counter person at Burger King public! This would surely show higher revenue and far less than the company’s current $25, 000, 000 in accumulated deficit. Assuming this kid has no credit and uses a debit card, there would be no debt exposure. And he’s less likely to violate someone’s civil rights!
Click here to file a complaint with the SEC http://www.sec.gov/complaint.shtml

Jeffrey Green bankrupts Pharmacy Fund and is removed for the company.

http://findarticles.com/p/articles/mi_m3374/is_2_21/ai_53748859/

http://findarticles.com/p/articles/mi_m3374/is_1998_Oct_19/ai_53158983/

S1/A August, 28 2008

http://www.sec.gov/Archives/edgar/data/1163573/000114420408050382/v124957_s1a.htm
Name and Address Shares
Beneficially Owned (1) Percentage
Beneficially Owned
William Bozsnyak (2) 8, 510, 250 14.52 %
Debbie Seaman 1, 198, 505 2.05 %
Joseph Carrizzo (4) 1, 275, 000 2.18 %
Brian P O’Connor (5) 2, 884, 268 4.92 %
David M. Barnes 450, 000*
Jeffrey Supinsky 2, 020, 276 3.45 %
John Caruso (6) 900, 000 1.54 %
Randy S. Zelin 250, 000*
All directors and executive officers as a group (5 persons) 15, 014, 794 25.62 %


http://www.businessweek.com/archives/2000/b3667151.arc.htm
Business Week, February 7, 2000

Commentary: Sorry, The Sopranos Is Off-Key
It has caused what just may be the most overblown media frenzy of the last quarter century--and not only because The New York Times said it "just may be the greatest work of American popular culture of the last quarter century." I am referring, of course, to The Sopranos, the Home Box Office series that has given organized crime--the make-believe kind--a new lease on life. Its popularity is no surprise. Organized crime has fascinated viewers since Musketeers of Pig Alley hit the nickelodeons in 1912. But The Sopranos has truly struck a nerve, largely because of what The Times described as its "hyper-realism."

But how real is The Sopranos? Well, the opening of the new season certainly exudes authenticity. It begins on Wall Street, where wiseguys have been staking a claim. Tony Soprano's cousin Christopher has gotten a brokerage license by having someone take the test for him, as happened quite a bit in real life. He is running a brokerage house, where two thugs beat up a broker for not selling the house stocks. One "alleged" wiseguy I know insists that the scene was taken right out of the court record from his stock-manipulation case.
WOE IS THEM. But don't confuse dramatic realism with reality. I talked about The Sopranos with some people who have seen the real Mob in action. Some love it, as I do. Some misguided souls hate it. But they are unanimous about one thing: The real Mob would be a totally different HBO series from The Sopranos. It would be grimier. It would be nastier. And there would be nothing the least bit adorable about a real-life Tony, who is portrayed in the series as a sympathetic family man whom viewers can relate to, even though he has, well, a peculiar job. Says one trader who knows mobsters well: "They're a bit like a cross between my old Italian uncle and Charles Manson."
James Gandolfini is great as the pensive New Jersey wiseguy--but the writers have seen to it that he is no Charles Manson, even making him a tad sympathetic when he strangles an informant. A far different picture of life among the real Sopranos can be seen when you take a look at the real thing. Major discrepancies begin to emerge. One is a little thing called incarceration. Tony Soprano, unlike growing numbers of his real-life contemporaries, is not under indictment. In fact, there's no indication that he has served any time in prison.

Real mobsters are not so lucky. Most of them would prefer Tony's mother--even though she tried to have him killed--over the FBI any day. I haven't asked him--his lawyers haven't returned my calls--but I'm sure that can be said for one alleged real-life Tony Soprano. Philip C. Abramo is described by the FBI as a capo (Tony's rank) in New Jersey's DeCavalcante crime family. He is in jail awaiting trial on securities-fraud charges in Tampa, having allegedly done in real life some of what Christopher is doing on TV. The court record paints a picture of the reputed capo that is a good deal more Charles Manson than old Italian uncle.

WATCH IT. Prosecutors maintain that Abramo heard that a former employee of a brokerage firm he allegedly controlled, a fellow named Jeff Supinsky, had testified before the Tampa grand jury investigating Abramo. Prosecutors allege Abramo promptly ordered Supinsky's murder. Accounts of the alleged plot differ, but one version relayed by prosecutors says "both Supinsky and his family were to be killed in their New York apartment with hand grenades." Supinsky was swiftly put in the witness-protection program. Abramo's lawyer denied the allegations at a court hearing.

The alleged Supinsky murder plot is a reflection of the real Mob--murderous, and, above all, greedy. For real-world mobsters, cash--not "family"--is all that matters. It is an obsession. It's all they live for. So watch The Sopranos. Enjoy it. But never forget that the real Tony Soprano would slit your throat for a buck
By Gary Weiss; Senior Writer Weiss Has Written Extensively About the Mob.

Banned NASDAQ Trader Runs Child Safety Company
Consultant and insider to SearchHelp (NASDAQ: SHLP) Jeffery Supinksy (Jeffery Harold Supinsky), and banned NASDAQ trader is clearly at the helm of SearchHep. Mr. Supinsky states his association in a CBS news report below.

http://www.cbsnews.com/stories/2006/10/31/earlyshow/main2138566.shtml

Mr. Supinsky has been working “hand in hand” with William “Bill” Bozsnyak for over 3 years and insiders believe that he’s the defacto CEO. Mr. Supinksy has traded over $250, 000 in stock under insider listings and we wonder where he’s being compensated? Is he buried in the company’s $750, 000 per quarter management expenses? This seems excessive for a 10 man company.

NASD issues:

http://nasd.complinet.com/nasd/display/display.html?rbid=1189&element_id=1159004760
Disciplinary Actions (January) 1994
John Kevin Dennee (Registered Representative, Fairport, New York), Bernard Raymond Schmitt (Registered Representative, Smyrna, Georgia), Stanley James Siciliano (Registered Representative, Rochester, New York), Jeffrey David Brown (Registered Representative, Aurora, Colorado), Joel Edward Snow (Registered Principal, Littleton, Colorado), David John Eckert (Registered Representative, Rochester, New York), and Jeffrey Harold Supinsky (Registered Principal, Massapequa, New York) submitted an Offer of Settlement pursuant to which Dennee was fined $15, 000, suspended from association with any NASD member in any capacity for 30 days, and barred from association with any NASD member in a principal capacity. Schmitt, Siciliano, and Supinsky were each fined $10, 000 and suspended from association with any NASD member in any capacity for 15 days.

http://nasd.complinet.com/nasd/display/display.html?rbid=1189&element_id=1159004779

Disciplinary Actions (August) 1995

Jeffrey Harold Supinsky (Registered Principal, Massapequa, New York) and David Lee Stetson (Registered Principal, Glen Cove, New York) submitted an Offer of Settlement pursuant to which they were fined $100, 000, jointly and severally, barred from association with any NASD member in any principal capacity, suspended from association with any NASD member in any capacity for six months, and ordered to requalify by examination. Without admitting or denying the allegations, the respondents consented to the described sanctions and to the entry of findings that they engaged in a trading scheme designed to defraud their former member firm and confer certain benefits to their new member firm. Specifically, the NASD found that Supinsky and Stetson purchased stock on an agency basis, in their former member firm's customer accounts, without the customers' prior knowledge, authorization, or consent. In each transaction, the new member firm sold short at or about the inside asking price. Supinsky and Stetson then permitted their new firm to purchase stock from their former member firm at or about the inside bid in the exact amounts needed to cover its short positions. Since each trade was unauthorized, their former member firm canceled each trade and, as result, incurred $64, 947.50 in losses and their new firm realized $64, 947.50 in profits.

Further Investigations: Looks like Supinsky was also picked up for stock fraud as part of a Federal Title 3 wire tap with his Italian community friends, Richard De Marco, Paul Michelin, Richie Gladstone and several others.

From 10Q Ending March 31st 2009
http://www.sec.gov/Archives/edgar/data/1163573/000114420409027348/v149633_10q.htm
We incurred net losses of $5, 190, 030 and of $6, 761, 492 for the years ended December 31, 2008 and 2007 (as restated), respectively. Since inception, we have an accumulated deficit of $22, 849, 549. As a result, as of December 31, 2008, we had a stockholders’ deficit of $3, 627, 571 and a working capital deficiency of $3, 802, 349. 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.

From 10Q Ending March 31st 2009
http://www.sec.gov/Archives/edgar/data/1163573/000114420409027348/v149633_10q.htm

NOTE 14 - EQUITY TRANSACTIONS (this endless list of transactions)
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.

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 15 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.

In 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.

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.

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 and are valued at $162, 500.

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 180, 000 shares of the Company’s restricted common stock for consulting and marketing services rendered for $0.16 per share. $28, 800 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.

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, 646, 668 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 276, 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 175, 000 shares of restricted common stock in connection with the issuance of promissory notes amounting to $175, 000.

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.

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 February 28, 2008, the Company, through a private sale, sold 714, 286 shares of its common stock at an exercise price of $.14 per share and received net proceeds of $100, 000.

On March 10, 2008, the Company, through a private sale, sold 128, 571 shares of its common stock at an exercise price of $.14 per share and received net proceeds of $18, 000.

On March 14, 2008, the Company, through a private sale, sold an aggregate of 714, 286 shares of its common stock at an exercise price of $.14 per share and received net proceeds of $100, 000.

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 31, 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 April 10, 2008, the Company issued 1, 753, 847 shares of its common stock pursuant to a cashless warrant exercise, recording a $120, 000 charge to stock compensation expense. Due to the fact that upon exercise of the warrant, the price was reduced from $0.47 to $0.01, the Company recorded an additional $117, 000 to record this modification.

On April 17, 2008, the Company issued 50, 000 shares of its restricted common stock in connection with the issuance of $50, 000 promissory note.

On May 12, 2008, the Company, through a private sale, sold 142, 857 shares of its restricted common stock at a price of $.14 per share and received net proceeds of $20, 000.

On May 14, 2008, the Company issued 300, 000 shares of its common stock as part of the purchase of Echometrix, Inc. (See Note 3) and recorded the net purchase price as an intangible asset.
On May 20, 2008, the Company, through a private sale, sold 500, 000 shares of its restricted common stock at a price of $.14 per share and received net proceeds of $70, 000.

On May 28, 2008, the Company, issued 1, 275, 000 shares of its restricted common stock as part of a legal settlement (See Note 15) and recorded a corresponding charge to the statement of operations of $165, 750.

On June 9, 2008, the Company, through a private sale, sold 71, 429 shares of its restricted common stock at a price of $.14 per share and received net proceeds of $10, 000.

On June 17, 2008, the Company issued 238, 675 shares of the Company’s common stock upon the conversion of $25, 000 of the Company’s 10% convertible notes and accrued interest of approximately $6, 000.

On June 30 2008, the Company, through a private sale, sold 41, 429 shares of its restricted common stock at a price of $.14 per share and received net proceeds of $5, 800.

On July 11, 2008, the Company issued 70, 000 shares of its restricted common stock in connection with the issuance of a $35, 000 promissory note.

On July 25, 2008, the Company issued 400, 000 shares of its restricted common stock in connection with the issuance of a $200, 000 promissory note.

On September 4, 2008, the Company through a private sale, issued 240, 000 shares of its restricted common stock as a result of a promissory note issued for $80, 000.

On September 30, 2008, the Company issued 357, 583 shares of the Company’s common stock upon the conversion of $45, 000 of the Company’s 10% convertible notes and accrued interest of $596.
On October 3, 2008, the Company issued 872, 825 shares of its common stock upon the conversion of $100, 000 of the Company’s 10% convertible notes and accrued interest of $39, 492.

On October 16, 2008, the Company, through a private sale, issued 200, 000 shares of its restricted common stock as a result of a promissory note issued for $100, 000.

On October 31 2008, the Company, through a private sale, issued 100, 000 shares of its restricted common stock as a result of a promissory note issued for $50, 000.

On October 31, 2008, the Company, through a private sale, issued 600, 000 shares of its restricted common stock as a result of a promissory note issued for $300, 000.

On November 18, 2008, the Company issued 1, 400, 000 shares of the Company’s restricted common stock as compensation to consultants and directors and are valued at approximately $126, 000.
As of December 31, 2008 the Company issued 742, 867 shares of the Company’s restricted common stock as payment in kind for interest due from December 2007 through December 2008 on the Company’s 10% convertible notes.

API Article published in Forbes 04 Sept 09
http://www.forbes.com/feeds/ap/2009/09/04/technology-broadcasting-amp-entertainment-us-tec-internet-monitoring-kids_6850516.html?partner=alerts
Associated Press

Web-monitoring software gathers data on kid chats
By DEBORAH YAO, 09.04.09, 03:09 PM EDT
Parents who install a leading brand of software to monitor their kids' online activities may be unwittingly allowing the developer to gather marketing data from children as young as 7 - and to sell that information.

Software sold under the Sentry and FamilySafe brands can read private chats conducted through Yahoo ( YHOO - news - people ), MSN, AOL and other services, and send that data back to the company. The information is then offered to businesses seeking ways to tailor their marketing messages to kids.

"This scares me more than anything I have seen using monitoring technology, " said Parry Aftab, a child-safety advocate. "You don't put children's personal information at risk."

The software does not record children's names, addresses or other identifiable information, but it knows how old they are because parents customize the programs to be more or less permissive, depending on age.

Five other makers of parental-control software contacted by The Associated Press, including McAfee ( MFE - news - people ) Inc. and Symantec Corp. ( SYMC - news - people ), said they do not sell chat data to advertisers.

One competitor, CyberPatrol LLC, said it would never consider such an arrangement. "That's pretty much confidential information, " said Barbara Rose, the company's vice president of marketing. "As a parent, I would have a problem with them targeting youngsters."
The software brands in question are developed by EchoMetrix Inc., a company based in Syosset, N.Y.

EchoMetrix CEO Jeff Greene said parents who don't want the company to share their child's information to businesses can check a box to opt out.

But that option can be found only by visiting the company's Web site. It was not in the agreement contained in the program itself as downloaded Thursday by The Associated Press.

According to the agreement, the software passes along data to "trusted partners." Confidentiality agreements prohibit those clients from sharing the information with others.

In recognition of federal privacy laws that restrict the collection of data on kids under 13, the agreement states that the company has "a parent's permission to share the information if the user is a child under age 13."

Tech site CNet ranks the EchoMetrix software as one of the three best for parental control. Sales figures were not available.
The Sentry and FamilySafe brands include parental-control software such as Sentry Total Family Protection, Sentry Basic, Sentry Lite and FamilySafe (SentryPC is made by a different company and has no ties with EchoMetrix).

The Lite version is free. Others range from $20 to download and $10 a year for monitoring, to about $48 a year, divided into monthly payments.

The same company also offers software under the brands of partner entities, such as AmberWatch Lookout. AmberWatch Foundation, which licenses its brand to EchoMetrix, declined to comment.
Practically speaking, few people ever read the fine print before they click on a button to agree to the licensing agreement. "Unless it's upfront in neon letters, parents don't know, " Aftab said.
EchoMetrix, formerly known as SearchHelp ( SHLP.OB - news - people ), said companies buying the chat data have included News Corp. ( NWS - news - people )'s Fox Broadcasting and Dreamworks SKG Inc. Viacom Inc. ( VIA - news - people )'s Paramount Pictures also recently signed on.

None of those companies would comment when contacted by the AP.
EchoMetrix later said only Paramount Pictures agreed to have its affiliation disclosed. The others did not because of competitive reasons. Fox told the AP it never used the system, but sat in meetings in which EchoMetrix pitched the product.

EchoMetrix needs the business. The company has been losing money, and its liabilities exceed its assets by nearly $25 million as of June 30, according to a regulatory filing. The filing said there is "substantial doubt about the company's ability to continue as a going concern."
To get the marketing data, companies put in keywords, such as the name of a new product, and specify a date range. They get a "word cloud" display of the most commonly used words, as well as snippets of actual chats. The EchoMetrix system can slice data by age groups, region and even the instant-messaging program used.

Greene, the EchoMetrix CEO, said the company complies with U.S. privacy laws.

"We never know the name of the kid - it's bobby37 on the house computer, " he said.

What the system will reveal is how "bobby37" and other teens feel about upcoming movies, computer games or clothing trends. Such information can help advertisers craft their marketing messages as buzz builds about a product.

Days before "Harry Potter and the Half-Blood Prince" opened in theaters on July 15, teen chatter about the movie spiked across the Internet with largely positive reactions.

"Cool" popped up as one of the most heavily used words in teen chats, blogs, forums and on Twitter. The upbeat comments foreshadowed a strong opening for the Warner Bros. film.

The system also tracked buzz for Microsoft Corp. ( MSFT - news - people )'s "Natal, " a forthcoming Xbox motion-sensor device that replaces the traditional button-based controller. Microsoft is not a client of Echometrix, but EchoMetrix used "Natal" to illustrate how its data can benefit marketers.

Greene said children's conversations about Natal were focused on its price and availability, which suggested that Microsoft should assure teens that there will be enough stock and that ordering ahead can lock in a price.

Competing data-mining companies such as J.D. Power Web Intelligence, a unit of quality ratings firm J.D. Power and Associates, also trolls the Internet for consumer chats. But Vice President Chase Parker said the company does not read any data that's password-protected, such as the instant message sessions that EchoMetrix collects for advertisers.

Suresh Vittal, principal analyst at Forrester Research ( FORR - news - people ), said EchoMetrix might have to make its disclosures more apparent to parents.
"Are we in the safeguarding-the-children business or are we in the business of selling data to other people?" he said. If it's the latter, "it should all be done transparently and with the knowledge of the customer."

Copyright 2009 Associated Press. All rights reserved. This material may not be published broadcast, rewritten, or redistributed

False Press Release Published by SearchHelp
Fox Broadcasting and SearchHelp Announce a Collaboration to Commercialize the Echometrix Technology
11/21/2008

SearchHelp Inc. announced that its Echometrix division has signed an agreement to jointly develop with FOX Broadcasting Company, Inc., wherein they will provide feedback and entertainment industry expertise to customize their unique market sentiment and behavioral analysis product, called the Pulse. The Pulse is due to be released in the first quarter of 2009. 'Echometrix technology is unique in that it understands and analyses digital content in real-time, but more importantly, allows each user to build and customize their own sentiment indices, all from a web-based dashboard. The Company is in talks with other major consumer marketing companies to use the Pulse and the Echometrix technology in an effort to create a set of customizable solutions that could become an industry standard tool for marketing decision makers. Echometrix has currently identified at least 26 consumer product category markets that it plans to pursue, each consisting of more than 1000 marketing decision makers.


Further Commentary from Editors of C|net and a rebuttal from Jeffrey Green

http://news.cnet.com/8301-19518_3-10345848-238.html
Parental control company sells data on what kids say
by Larry Magid Font size Print E-mail Share 4 comments Yahoo! BuzzA software product sold to protect children from predators, cyberbullying, and visiting inappropriate Web sites is also collecting information about what the kids are saying, and its publisher is selling that data--in aggregate form--to other companies for marketing purposes.

In an interview, Echometrix CEO Jeffrey Greene said that the company doesn't collect or report the names or any identifying information about the children. "We never, ever, ever can identify who the kid is who is saying it. In fact, we don't have any information about the individual child, " he said.

The company's Sentry Parental Control Software, according to Greene, is designed to warn parents if a child is engaged in inappropriate online behavior by analyzing a database of 29, 000 words including what he calls "Weblish, " slang terms like POS (parent over shoulder) that kids use as short cuts in instant messaging and chat rooms. To do this, said Greene, it's necessary for the company to capture this information so "we can monitor these kids and the conversations they are having and the things they are seeing and all the words that are coming to them and all the words they're sending out, so we can make decisions and identify questionable activities and let mom and dad know about it right now--in real time."
In addition to notifying parents if their kids are doing something questionable, the company also sells summary data based on this information--in the aggregate--to other companies. A press release on its Web site describes a product called Pulse "that reads digital content from multiple sources across the Web, including: instant messages, blogs, social environment communities, forums, and chat rooms." The company says that it delivers the unsolicited raw conversations in real time. It gives marketers immediate, unique information about what teens are saying in their own words."

Greene says that the service can let companies "in real time, find out what the kids are saying about your product and all your competitors' products...I can't tell you who said it, I can only just tell you that a lot of kids said it."

Greene said that the company does provide a disclosure to parents as well as a way for parents to opt out, but the information in its end-user license agreement is written in the typical legalese and is a bit contradictory. In one section, it says "SearchHelp (recently renamed Echometrix) does not read or disclose private communications except to comply with a valid legal process such as a search warrant, to protect the company's rights and property, " but in another it says "We have a parent's permission to share the information if the user is a child under age 13. Parents have the option of allowing SearchHelp to collect and use their child's information without consenting to SearchHelp sharing of this information with people and companies who may use this information for their own purposes."

At my request, the company provided a link to a Web page where parents can opt out of the collection process.

Spyware?

David Perry of TrendMicro, which includes parental control tools in some of its security products, said he isn't aware of any other parental control products that capture this type of information. "This is a severe case of what we used to call spyware, " he said. Perry worries that even though the software may not collect the names of the children, "those names could be included in some of the chat messages."

Taking Greene at his word, and assuming that the company carefully avoids sending out identifiable information, I still can't shake the creepy feeling that I get about any product that collects any information from children, especially in the name of child protection.
Listen to my interview with Echometrix CEO Jeffrey Greene


Historical Stock sold in SearchHelp sold by Jeffrey Supinsky

SearchHelp stock traded by Supinsky in 2005