-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fibp0UNgHvG/Db24oM4g/DGxjasaASu69iM4HytPhz2lDFdW3WZv86iMYqVxvaQq fjfh7gourCn7dle1JJYzmQ== 0001014108-08-000039.txt : 20080129 0001014108-08-000039.hdr.sgml : 20080129 20080128194151 ACCESSION NUMBER: 0001014108-08-000039 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080129 DATE AS OF CHANGE: 20080128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEARCHHELP INC CENTRAL INDEX KEY: 0001163573 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 113621755 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78726 FILM NUMBER: 08555725 BUSINESS ADDRESS: STREET 1: 6800 JERICHO TURNPIKE STREET 2: SUITE 208E CITY: SYOSSET STATE: NY ZIP: 11791 BUSINESS PHONE: 917-733-8067 MAIL ADDRESS: STREET 1: 6800 JERICHO TURNPIKE STREET 2: SUITE 208E CITY: SYOSSET STATE: NY ZIP: 11791 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bicknell O Gene CENTRAL INDEX KEY: 0001381567 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 9136479700 MAIL ADDRESS: STREET 1: 7400 COLLEGE BLVD STREET 2: SUITE 205 CITY: OVERLAND PARK STATE: KS ZIP: 66210 SC 13G 1 shi-schedule13g_8395637.htm SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

SearchHelp, Inc.

(Name of Issuer)

Common Stock, Par Value $0.0001

(Title of Class of Securities)

81222P106

(CUSIP Number)

January 11, 2008

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)

x	Rule 13d-1(c)

o	Rule 13d-1(b)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 81222P106				13G

1	Names of Reporting Persons. O. Gene Bicknell
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3	SEC Use Only.
4	Citizenship or Place of Organization. United States citizen
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 7,046,426
		6	Shared Voting Power 0
		7	Sole Dispositive Power 7,046,426
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person. 7,046,426
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row 9. 12.5%¹
12	Type of Reporting Person (See Instructions). IN

_________________________

¹	Based on 56,344,881 shares of common stock of SearchHelp, Inc. (the "Issuer") outstanding as of January 23, 2008, as reported to representatives of Mr. Bicknell by the Issuer's transfer agent on January 28, 2008.

Item 1(a) Name of Issuer:

SearchHelp, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

6800 Jericho Turnpike, Suite 208E

Syosset, NY 11791

Item 2(a)

Name of Person Filing:

O. Gene Bicknell

Item 2(b)

Address of Principal Business Office or, if none, Residence:

7400 College Blvd., Suite 205

Overland Park, KS 66210

Item 2(c)

Citizenship:

United States citizen

Item 2(d)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

Item 2(e)

CUSIP Number:

81222P106

Item 3:

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4:

Ownership

(a)

Amount beneficially owned: 7,046,426 shares of common stock par value $0.0001

(b)

Percent of class: 12.5%

(c)

Number of shares of which the person has:

(i)

Sole power to vote or to direct the vote: 7,046,426

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 7,046,426

(iv)

Shared power to dispose or to direct the disposition of: 0

Item 5:

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6:

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8:

Identification and Classification of Members of the Group.

Not applicable.

Item 9:

Notice of Dissolution of Group.

Not applicable.

Item 10:

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

January 28, 2008

	O. Gene Bicknell

	By:	/s/ Martin C. Bicknell
		Martin C. Bicknell, as Attorney-in-Fact for O. Gene Bicknell

EXHIBIT INDEX

Exhibit No.	Description

99.1	Special Durable Power of Attorney For Business, Investment, Legal and Financial Matters

EX-99 2 shi-ex991tosch13g_8399404.htm EXHIBIT 99.1

EXHIBIT 99.1

SPECIAL DURABLE POWER OF ATTORNEY

FOR BUSINESS, INVESTMENT, LEGAL AND FINANCIAL MATTERS

STATE OF KANSAS

COUNTY OF JOHNSON

KNOW ALL MEN BY THESE PRESENTS:

That I, O. Gene Bicknell (a resident of Sarasota County, Florida), that The O. Gene Bicknell Revocable Trust Agreement dated July 24, 2001, that OGB L.L.C. (a Kansas limited liability company), that OGB2 L.L.C. (a Kansas limited liability company) and OGB Jet L.L.C. (a Kansas limited liability company) [ collectively and individually called “Principals”] have made, constitute and appoint, and by these presents do make, constitute and appoint Martin C. Bicknell and Mariner Wealth Advisors L.L.C. (a Kansas limited liability company) as their true and lawful agent and attorney in fact (hereinafter sometimes called “my agent”), with full power and authority to act for any Principal, individually, as a business entity and in any Principals’ name, place and stead, with reference to the transaction of any and all business, legal, investment and financial matters related to or connected with, including but not limited to, the following:

1.	Making deposits, transfers and withdrawals to or from any Principals’ bank accounts.
2.	Writing, making and endorsing checks, drafts and other instruments in connection with any Principals’ our bank accounts.
3.	Opening new checking, savings, money market, certificates of deposit, IRA’s or other accounts in any Principals’ name and maintaining same.
4.	Approving and authorizing automatic withdrawals from and deposits into any Principals’ accounts.
5.	Executing signature cards for accounts maintained or opened by my agent in any Principals’ name.
6.	Performing any and all other matters relating to, or in connection with, any Principals’ bank accounts.
7.	Receive, hold, transfer, sell and convey any stock certificates of any Principals’ and all documents of title in connection therewith:
8.	Make, execute and deliver, in any Principals’ name and on any Principals’ behalf, for any consideration whatsoever, for cash, instruments of conveyance covering the stock of the Corporation, containing such terms, covenants and conditions deemed necessary or advisable by my agent.

9.	Execute, in any Principals’ name and or on any Principals’ behalf, such contracts or other assurances as may be requested or required by any bank or other institution or individual when carrying out the powers granted herein, and
10.	Acquire, exchange, buy or sell stock, or any interest therein, on such terms and conditions as my agent shall deem proper. Execute and deliver, in any Principals’ name and on any Principals’ behalf, conveyances of said stock.
11.	Make, negotiate, execute and deliver any and all legal instruments or documents in any Principals’ name required for any business entity investment, merger, consolidation, purchase or sale by any of the Principals on such terms as my agent shall deem proper.
12.	To conduct or participate in any lawful business whatever in nature for any Principal and in any Principals’ name; to execute agreements and amendments thereto; to incorporate, reorganize, merge, consolidate, recapitalize, sell, liquidate or dissolve any business; to elect or employ officers, directors and agents; to execute any provisions of any agreement for the purchase or sale of any business interest or stock ownership; to exercise voting rights with respect to stock, either in person or by proxy; and to exercise stock options.
13.	To hold, acquire, purchase, exchange, sell, mortgage, pledge or convey real or personal property, tangible or intangible, or interests therein, on such terms as my agent shall deem proper, with full authority to sign, endorse, execute and deliver any sales agreement, deed, bill of sale and all other instruments or documents pertaining to the sale of any of any Principals’ real or personal property; and to enter into bonds, contracts, mortgages and deeds connected therewith.

Principals direct that the above-related powers and authority of Principals’ said agent shall be so exercisable and effective regardless of the fact that any Principal may be mentally or physically incapacitated or incapable of understanding or unable to express them self or act in any Principals’ behalf at the time of any action on Principals’ behalf by said agent. Such incapacity, whether mental or physical, that any Principal may exhibit shall not in any way interfere with the authority of my agent herein to act fully on my behalf according to the terms hereof. In other words, this Power of Attorney shall not be affected by the subsequent disability, incompetence or incapacity of the principal.

And Principals do hereby undertake to ratify and confirm, all and singular, the acts heretofore performed and to be hereinafter performed by my said agents, acting in my name and on my behalf.

Principals do authorize my agent to execute, acknowledge and deliver any instrument under seal or otherwise, and to do all things necessary to carry out the intent hereof, hereby granting unto my agent full poser and authority to act in and concerning the premises as fully and

effectually as Principals may do if personally present, limited, however, to the purpose for which this limited power of attorney is executed.

All business transacted hereunder for any Principal shall be transacted in that Principals’ name, and that all endorsements and instruments executed by my agent for the purpose of carrying out the foregoing powers shall contain the Principals’ name, followed by that of my agent and the designation “attorney-in-fact”.

Principals further declare that any act or thing lawfully done hereunder and within the powers herein stated by my agent shall be binding on the Principals, Principals’ heirs, Principals’ officers, directors, and employees, legal and personal representatives and assigns, whether the same shall have been done either before or after any Principals’ death or dissolution, or other revocation of this instrument, unless and until reliable intelligence or notice thereof shall have been received by my agent.

Third parties may rely upon the representations of my agent as to all matters relating to any power granted to them hereunder, and no person who may act in reliance upon the representations of the agent or the authority granted to it shall incur any liability to the Principals as a result of permitting the agent to exercise any power.

Principals acknowledge that the signatory below has authority to execute this power of attorney in its behalf.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREFORE, all Principals have executed this Special Power of Attorney on this the 19^th day of July, 2006.

		/s/ O. Gene Bicknell
		O. Gene Bicknell
/s/ David Churchman
Witness
/s/ Chad Gassen
Witness
		/s/ O. Gene Bicknell
		The O. Gene Bicknell Revocable Trust Agreement dated July 24, 2001 by O. Gene Bicknell its Trustee


/s/ David Churchman
Witness
/s/ Chad Gassen
Witness
		/s/ O. Gene Bicknell
		OGB L.L.C. by O. Gene Bicknell its Majority Partner

/s/ David Churchman
Witness
/s/ Chad Gassen
Witness
		/s/ O. Gene Bicknell
		OGB2 L.L.C. by O. Gene Bicknell its Majority Partner

/s/ David Churchman
Witness
/s/ Chad Gassen
Witness
		/s/ O. Gene Bicknell
		OGB Jet L.L.C. by O. Gene Bicknell its Majority Partner

/s/ David Churchman
Witness
/s/ Chad Gassen
Witness

ATTESTATION

The hereinafter named Witnesses, each declare under penalty of perjury under the laws of the State of Kansas, that the Principal is personally known to us, that the Principal signed and acknowledged this special power of attorney in our presence, that the Principal appears to be of sound mind and under no duress, fraud or undue influence, that we are not the person appointed as attorney-in-fact by this document and that we witnessed this power of attorney in the presence of the Principal. We are not related to the Principal by blood, marriage or adoption, and to the best of our knowledge, are not entitled to any part of the estate of the Principal upon the death of the Principal under a will now existing or by operation of law.

WITNESSES:

/s/ David Churchman

/s/ Chad Gassen

Signature

Print Name:

David Churchman

Print Name:

Chad Gassen

Address:

14006 N.W. 74^th St.

Address:

13281 High Dr.

City:

Parkville

State:

Missouri

City:

Leawood

State:

Kansas

Zip:

64152

Zip:

66209

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