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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(Mark One)

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

For the fiscal year ended July 31, 2009

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

For the transition period from __________ to __________

Commission file number 000-52381

SEARCH BY HEADLINES.COM
CORP.(Name of small business issuer in its charter)

|Nevada                                                               | N/A                              
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

1200 Beaufort Road, North Vancouver, British Columbia,
Canada, V7G 1R7(Address of principal executive offices)

778.386.3528(Issuers telephone
number)

5520  14B Avenue, Delta, British Columbia, Canada, V4M
2G6(Former name, former address and former fiscal year, if
changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, par value $0.001(Title
of class)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ 
 ]    No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes [  
]    No [X]

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant

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2

was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [  
]    No [X]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and
post such files).

Yes [   ]    No [   ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not 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 amendment to this Form 10-K.
[X]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [   ] | Accelerated
      filer                  
      [   ]
|----------------------------- | -----------------------------------------------------
|Non-accelerated filer   [   ] | Smaller reporting company [X]                        

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes [X]    No [ 
 ]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrants most
recently completed second fiscal quarter: $60,100 based on a price of
$0.01 per share multiplied by 6,010,000 common shares held by
non-affiliates. The common shares of our company have not traded to
date. As a result, aggregate market value has been determined by the issue
price per share of the last private placement of our company, whereby 6,010,000
common shares were issued at $0.01 per common share in September 2005.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)

Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court. Yes
[   ]    No [   ]   
N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date. 9,010,000
shares of common stock as of October 26, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB (e.g., Part
I, Part II, etc.) into which the document is incorporated: (1) any annual report
to security holders;(2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of
1933 (Securities Act). The listed documents should be clearly described for
identification purposes (e.g., annual report to security holders for fiscal
year ended December 24, 1990). N/A

Transitional Small Business Disclosure Format (Check one): Yes
[   ]     No [X]

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TABLE OF CONTENTS

|ITEM
      1. BUSINESS                                                                                                           | 1 
|-------------------------------------------------------------------------------------------------------------------------------- | --
|Forward
      Looking Statements                                                                                                 | 1 
|Corporate
      History                                                                                                          | 1 
|Our
      Current Business                                                                                                       | 1 
|ITEM
      1A. RISK FACTORS                                                                                                      | 2 
|Risks
      Associated with our Common Stock                                                                                     | 5 
|ITEM
      1B. UNRESOLVED STAFF COMMENTS                                                                                         | 6 
|ITEM
      2. PROPERTIES                                                                                                         | 6 
|ITEM
      3. LEGAL PROCEEDINGS                                                                                                  | 6 
|ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                | 6 
|ITEM
      5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
      MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 6 
|Market
      for Securities                                                                                                      | 6 
|Transfer
      Agent                                                                                                             | 6 
|Dividends                                                                                                                        | 6 
|Recent
      Sales of Unregistered Securities                                                                                    | 7 
|ITEM
      6. SELECTED FINANCIAL DATA                                                                                            | 7 
|ITEM
      7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATION                         | 7 
|Plan
      of Operations                                                                                                         | 7 
|Off-balance
      sheet arrangements                                                                                             | 9 
|Application
      of Critical Accounting Policies                                                                                | 9 
|Recent
      Accounting Pronouncements                                                                                           | 10
|ITEM
      7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                        | 10
|ITEM
      8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                                                                       | 10
|ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE                         | 19
|ITEM
      9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE                         | 19
|ITEM
      9A(T). CONTROLS AND PROCEDURES                                                                                        | 19
|ITEM
      9B. OTHER INFORMATION                                                                                                 | 20
|ITEM
      10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                            | 20
|Directors
      and Executive Officers, Promoters and Control Persons                                                            | 20
|Audit
      Committee Financial Expert                                                                                           | 21
|Nomination
      Procedures For Appointment of Directors                                                                         | 22
|Code
      of Ethics                                                                                                             | 22
|Section
      16(a) Beneficial Ownership Compliance                                                                              | 22
|ITEM
      11. EXECUTIVE COMPENSATION.                                                                                           | 23
|Compensation
      Discussion and Analysis                                                                                       | 23
|Outstanding
      Equity Awards at Fiscal Year-End                                                                               | 23
|Directors
      Compensation                                                                                                     | 23
|Pension
      and Retirement Plans                                                                                               | 24
|ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS              | 24
|Cancellation
      of Shares, Cancelled Debt                                                                                     | 24
|Future
      Changes in Control                                                                                                  | 24
|ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
      DIRECTOR INDEPENDENCE                                   | 25
|Corporate
      Governance                                                                                                       | 25
|ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                            | 27
|Audit
      Fees                                                                                                                 | 27
|ITEM
      15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                        | 27

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PART I

ITEM 1. BUSINESS

Forward Looking Statements

This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) unless otherwise stated and are prepared in accordance with United States
Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all
references to common shares refer to the common shares in our capital stock.

As used in this annual report, the terms we, us, our, and
Search By Headlines mean Search By Headlines.com Corp. unless otherwise
indicated.

Corporate History

We were incorporated in the State of Nevada on May 17, 2005.
Following incorporation, we commenced the business of marketing our website and
accessories throughout our target markets of North America.

Our principal executive offices are located at 5520 - 14B
Avenue, Delta, British Columbia, Canada, V4M 2G6. Our telephone number is
778.386.3528. We do not have any subsidiaries.

Our Current Business

We have ceased our previous operations running a news website
and are currently seeking new business opportunities with established business
entities for the merger with or acquisition of a target business. In certain
instances, a target business may wish to become our subsidiary or may wish to
contribute assets to us rather than merge. We have not yet begun negotiations or
entered into any definitive agreements for potential new business opportunities
and there can be no assurance that we will be able to enter into any definitive
agreements.

Any new acquisition or business opportunities that we may
acquire will require additional financing. There can be no assurance, however,
that we will be able to acquire the financing necessary to enable us to pursue
our plan of operation. If our company requires additional financing and we are
unable to acquire such funds, our business may fail.

Management of our company believes that there are benefits to
being a reporting company with a class of securities quoted on the OTC BB. These
are commonly thought to include: (i) the ability to use registered securities to
acquire assets or businesses; (ii) increased visibility in the financial
community; (iii) the facilitation of borrowing from financial institutions; (iv)
potentially improved trading efficiency; (v) potential stockholder

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liquidity; (vi) potentially greater ease in raising capital
subsequent to an acquisition; (vii) potential compensation of key employees
through stock options; (viii) potentially enhanced corporate image; and (ix) a
presence in the United States capital market.

We may seek a business opportunity with entities who have
recently commenced operations, or entities who wish to utilize the public
marketplace in order to raise additional capital in order to expand business
development activities, to develop a new product or service, or for other
corporate purposes. We may acquire assets and establish wholly-owned
subsidiaries in various businesses or acquire existing businesses as
subsidiaries.

In implementing a structure for a particular business
acquisition or opportunity, we may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another corporation
or entity. We may also acquire stock or assets of an existing business. Upon the
consummation of a transaction, it is likely that our present management will no
longer be in control of our company. In addition, it is likely that our officers
and directors will, as part of the terms of the acquisition transaction, resign
and be replaced by one or more new officers and directors.

As of the date hereof, we have not entered into any formal
written agreements for a business combination or opportunity. When any such
agreement is reached, we intend to disclose such an agreement by filing a
current report on Form 8-K with the Securities and Exchange Commission.

We anticipate that the selection of a business opportunity in
which to participate will be complex and without certainty of success. We
believe that there are numerous firms in various industries seeking the
perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Business opportunities that we believe are in the best interests of
the company may be scarce or we may be unable to obtain the ones that we want.
We can provide no assurance that we will be able to locate compatible business
opportunities.

We currently do not have a source of revenue. We are not able
to fund our cash requirements through our current operations. Historically, we
have been able to raise a limited amount of capital through private placements
of our equity stock, but we are uncertain about our continued ability to raise
funds privately. Further, we believe that our company may have difficulties
raising capital until we locate a prospective property through which we can
pursue our plan of operation. If we are unable to secure adequate capital to
continue our acquisition efforts, our shareholders may lose some or all of their
investment and our business may fail.

Employees

Our company is currently operated by Joe Loeppky as our
president, secretary and treasurer. We do not anticipate hiring employees in the
near future.

Intellectual Property

On September 25, 2007, our company was granted a Trade Mark for
Search By Headlines.com with the U.S. Patent and Trade Mark Office.

ITEM 1A. RISK FACTORS

Much of the information included in this annual report includes
or is based upon estimates, projections or other forward-looking statements.
Such forward-looking statements include any projections or estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions, or other future
performance suggested herein. We undertake no obligation to update
forward-looking statements to reflect events or circumstances occurring after
the date of such statements.

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Such estimates, projections or other forward-looking
statements involve various risks and uncertainties as outlined below. We
caution readers of this annual report that important factors in some cases have
affected and, in the future, could materially affect actual results and cause
actual results to differ materially from the results expressed in any such
estimates, projections or other forward-looking statements. In evaluating us,
our business and any investment in our business, readers should carefully
consider the following factors.

Business opportunities that we believe are in the best
interests of the company may be scarce or we may be unable to obtain the ones
that we want. If we are unable to obtain a business opportunity that we believe
is in the best interests of the company, we may never recommence operations and
will go out of business. If we go out of business, investors will lose their
entire investment in our company.

We are, and will continue to be, an insignificant participant
in the number of companies seeking a suitable business opportunity or business
combination. A large number of established and well-financed entities, including
venture capital firms, are actively seeking suitable business opportunities or
business combinations which may also be desirable target candidates for us.
Virtually all such entities have significantly greater financial resources,
technical expertise and managerial capabilities than we do. We are,
consequently, at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination. We will also
compete with numerous other small public companies seeking suitable business
opportunities or business combinations. If we are unable to obtain a business
opportunity that we believe is in the best interests of the company, we may
never recommence operations and will go out of business. If we go out of
business, investors will lose their entire investment in our company.

The worldwide economic downturn may reduce our ability to
obtain the financing necessary to continue our business and may reduce the
number of viable businesses that we may wish to acquire. If we cannot raise the
funds that we need or find a suitable business to acquire, we will go out of
business and investors will lose their entire investment in our company.

In 2008 and 2009, there has been a downturn in general
worldwide economic conditions due to many factors, including the effects of the
subprime lending and general credit market crises, volatile but generally
declining energy costs, slower economic activity, decreased consumer confidence
and commodity prices, reduced corporate profits and capital spending, adverse
business conditions, increased unemployment and liquidity concerns. In addition,
these economic effects, including the resulting recession in various countries
and slowing of the global economy, will likely result in decreased business
opportunities as potential target companies face increased financial hardship.
Tightening credit and liquidity issues will also result in increased
difficulties for our company to raise capital for our continued operations and
to consummate a business opportunity with a viable business.

We may not be able to raise money through the sale of our
equity securities or through borrowing funds on terms we find acceptable. If we
cannot raise the funds that we need or find a suitable business to acquire, we
will go out of business. If we go out of business, investors will lose their
entire investment in our company.

We have had negative cash flows from operations and if we
are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $1,104 and a working capital
deficit of $36,138 as of July 31, 2009. We anticipate that we will require
additional financing while we are seeking a suitable business opportunity or
business combination. Further, we anticipate that we will not have sufficient
capital to fund our ongoing operations for the next twelve months. We may be
required to raise additional financing for a particular business combination or
business opportunity. We would likely secure any additional financing necessary
through a private placement of our common shares.

There can be no assurance that, if required, any such financing
will be available upon terms and conditions acceptable to us, if at all. Our
inability to obtain additional financing in a sufficient amount when needed and
upon terms and conditions acceptable to us could have a material adverse effect
upon our company. We will require further funds to finance the development of
any business opportunity that we acquire. There can be no assurance that such
funds will be available or available on terms satisfactory to us. If additional
funds are raised by issuing equity securities, further dilution to existing or
future shareholders is likely to result. If adequate funds are not available on
acceptable terms when needed, we may be required to delay, scale back or
eliminate the

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4

development of any business opportunity that we acquire.
Inadequate funding could also impair our ability to compete in the marketplace,
which may result in the dissolution of our company.

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our
operations. If we cannot raise the funds that we require, we will go out
of business and investors will lose their entire investment in our company.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been primarily
financed through the sale of equity securities, a decline in the price of our
common stock could be especially detrimental to our liquidity and our continued
operations. Any reduction in our ability to raise equity capital in the future
would force us to reallocate funds from other planned uses and would have a
significant negative effect on our business plans and operations, including our
ability to develop new products and continue our current operations. If our
stock price declines, we may not be able to raise additional capital or generate
funds from operations sufficient to meet our obligations.

We have a limited operating history and if we are not
successful in continuing to grow our business, then we may have to scale back or
even cease our ongoing business operations.

We have a limited operating history on which to base an
evaluation of our business and prospects. Our prospects must be considered in
light of the risks, uncertainties, expenses and difficulties frequently
encountered by companies seeking to acquire or establish a new business
opportunity. Some of these risks and uncertainties relate to our ability to
identify, secure and complete an acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing
these risks and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition. In addition, our operating results
are dependent to a large degree upon factors outside of our control. There are
no assurances that we will be successful in addressing these risks, and failure
to do so may adversely affect our business.

It is unlikely that we will generate any or significant
revenues while we seek a suitable business opportunity. Our short and long-term
prospects depend upon our ability to select and secure a suitable business
opportunity. In order for us to make a profit, we will need to successfully
acquire a new business opportunity in order to generate revenues in an amount
sufficient to cover any and all future costs and expenses in connection with any
such business opportunity. Even if we become profitable, we may not sustain or
increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until we complete a business combination or
acquire a business opportunity. This may result in our company incurring a net
operating loss which will increase continuously until we complete a business
combination or acquire a business opportunity that can generate revenues that
result in a net profit to us. There is no assurance that we will identify a
suitable business opportunity or complete a business combination.

No Agreement for Business Combination or Other
Transaction/No Standards for Business Combination.

We have no arrangement, agreement, or understanding with
respect to acquiring a business opportunity or engaging in a business
combination with any private entity. There can be no assurance that we will
successfully identify and evaluate suitable business opportunities or conclude a
business combination. There is no assurance that we will be able to negotiate
the acquisition of a business opportunity or a business combination on terms
favorable to us. We have not established a specific length of operating history
or a specified level of earnings, assets, net worth or other criteria which we
will require a target business opportunity to have achieved, and without which
we would not consider a business combination in any form with such business
opportunity. Accordingly, we may enter into a business combination with a
business opportunity having no significant operating history, losses, limited or
no potential for earnings, limited assets, negative net worth or other negative
characteristics.

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Risks Associated with our Common Stock

Our stock is a penny stock. Trading of our stock may be
restricted by the Securities and Exchange Commissions penny stock regulations
which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

Financial Industry Regulatory Authority sales practice
requirements may also limit a stockholders ability to buy and sell our shares
of common stock.

In addition to the penny stock rules described above, the
Financial Industry Regulatory Authority (known as FINRA) has adopted rules
that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customers financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the
Financial Industry Regulatory Authority believes that there is a high
probability that speculative low priced securities will not be suitable for at
least some customers. Financial Industry Regulatory Authority requirements make
it more difficult for broker-dealers to recommend that their customers buy our
shares of common stock, which may limit your ability to buy and sell our shares
of common stock and have an adverse effect on the market for its shares.

Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Our common stock currently trades on a limited basis on the OTC
Bulletin Board. Trading of our stock through the OTC Bulletin Board is
frequently thin and highly volatile. There is no assurance that a sufficient
market will develop in our stock, in which case it could be difficult for
shareholders to sell their stock. The market price of our common stock could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned growth, quarterly operating results of our
competitors, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our
competitors or us. In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their
operating performance and could have the same effect on our common stock.

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6

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Our executive and head office is located at 5520 14B Avenue,
Delta, British Columbia, Canada V4M 2G6. The office is provided to us at no cost
by Joe Loeppky, the president, secretary, treasurer and a director of our
company. This operating facility functions as our main operating facility. We
believe our current premises are adequate for our current operations and we do
not anticipate that we will require any additional premises in the foreseeable
future. We anticipate that we will continue to rent the premises without costs
so long as the space requirements of our company do not require a larger
facility.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial stockholder,
is an adverse party or has a material interest adverse to our interest. The
outcome of open unresolved legal proceedings is presently indeterminable. Any
settlement resulting from resolution of these contingencies will be accounted
for in the period of settlement. We do not believe the potential outcome from
these legal proceedings will significantly impact our financial position,
operations or cash flows.

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

None.

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Securities

In the United States, our common shares are traded on the
Financial Industry Regulatory Authoritys OTC Bulletin Board under the symbol
SBHL. However, the first trade has not yet occurred.

On October 26, 2009 the shareholders list for our common stock
showed 31 registered stockholders and 9,010,000 shares issued and outstanding.

We have no other classes of securities.

Transfer Agent

Our transfer agent for our common stock is National Stock
Transfer, Inc.

Dividends

We have not declared any dividends since incorporation and do
not anticipate that we will do so in the foreseeable future. Our directors will
determine if and when dividends should be declared and paid in the future based
on our financial position at the relevant time. All shares of our common stock
are entitled to an equal share of any dividends declared and paid.

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7

Recent Sales of Unregistered Securities

In August, 2005, we issued 3,000,000 common shares to Joe
Loeppky, Jason Hanson and Peter Hornstein at an offering price of $0.001 per
share for gross offering proceeds of $3,000 in an offshore transaction pursuant
to Rule 903 of Regulation S of the Securities Act of 1933. Mr. Loeppky, Mr.
Hanson and Mr. Hornstein are directors of our company and subscribed for
1,000,000 shares each. None of the three subscribers were U.S. persons as that
term is defined in Regulation S. No directed selling efforts were made in the
United States by our company, any distributor, any of their respective
affiliates or any person acting on behalf of any of the foregoing. We are
subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented
the offering restrictions required by Category 3 of Rule 903 of Regulation S by
including a legend on all offering materials and documents which stated that the
shares have not been registered under the Securities Act of 1933 and may not be
offered or sold in the United States or to U.S. persons unless the shares are
registered under the Securities Act of 1933, or an exemption from the
registration requirements of the Securities Act of 1933 is available. The
offering materials and documents also contained a statement that hedging
transactions involving the shares may not be conducted unless in compliance with
the Securities Act of 1933.

In September, 2005, we issued 6,010,000 common shares to 28
subscribers at an offering price of $0.01 per share for gross offering proceeds
of $60,100 in an off-share transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933. None of the subscribers were U.S. persons as that
term is defined in Regulation S. No directed selling efforts were made in the
United States by our company, any distributor, any of their respective
affiliates or any person acting on behalf of any of the foregoing. We are
subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented
the offering restrictions required by Category 3 of Rule 903 of Regulation S by
including a legend on all offering materials and documents which stated that the
shares have not been registered under the Securities Act of 1933 and may not be
offered or sold in the United States or to U.S. persons unless the shares are
registered under the Securities Act of 1933, or an exemption from the
registration requirements of the Securities Act of 1933 is available. The
offering materials and documents also contained a statement that hedging
transactions involving the shares may not be conducted unless in compliance with
the Securities Act of 1933.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with our
audited consolidated financial statements and the related notes for year the
ended July 31, 2009 and the factors that could affect our future financial
condition and results of operations. Historical results may not be indicative of
future performance.

The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this annual report, particularly in the
section entitled Risk Factors beginning on page 2 of this annual report.

Our audited financial statements are stated in United States
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.

Plan of Operations

Liquidity and Capital Resources

Presently, our revenue is not sufficient to meet our operating
and capital expenses. Management projects that we will require additional
funding to expand our current operations. We have incurred losses since
inception and this is likely to continue for an indeterminate amount of time.

---

8

Management projects that we may require $100,000 to $125,000 in
addition to our current cash to fund our operating expenditures for the next
twelve month period. Projected working capital requirements for the next twelve
month period, are broken down as follows:

Estimated Working Capital Expenditures
      During the Next Twelve Month PeriodOperating expendituresFinancing or Funding
    $10,000-$15,000General and Administrative
    $20,000-$25,000Legal and Accounting
    $20,000-$25,000Total
    $50,000-$65,000


Financing or Funding expenses will include the costs of
finders fees, bank fees, and all other fees related to our anticipated fund
raising efforts, whether it is borrowing money or selling shares of our common
stock.

General and Administrative expenses will include the fees and
travel costs we expect to pay for seeking out business opportunities and
negotiating and executing definitive agreements for the new business
acquisition.

Legal and accounting expenses will include those required to
maintain our status as an OTC BB company as well as for the legal and accounting
work required for the acquisition of the new business opportunity, including due
diligence work by our attorneys.

Results of Operations for the period year ended July 31,
2009.

During the year ended July 31, 2009, covered by our audited
financial statements, we did not generate any revenues. Our operating expenses
for the year ended July 31, 2009, were $28,934, compared to $23,383 for the year
ended July 31, 2008. General and administrative costs were $25,177, compared to
$19,655 for the year ended July 31, 2008. We expect this number to increase to
approximately $40,000 over the next twelve month period which management expects
will be adequate to support our business operations. Amortization expense was
$3,757, which we expect to decrease to $189 over the next twelve month period as
website costs become fully amortized. We recorded interest income of $Nil during
the year ended July 31, 2009, compared to $Nil for the year ended July 31,
2008.

We had a foreign currency translation adjustment of ($1,806) as
the Canadian dollar decreased in value against the United States dollar during
the year. We cannot determine with any certainty whether this will re-occur in
the next twelve month period.

We reported a net loss of $28,934 for the year ended July 31,
2009, compared to a net loss of $23,383 for the year ended July 31, 2008
primarily because of an increase in our general and administrative expenses of
$5,522. The primary increase in our general and administrative expenses are from
increases in legal fees from $7,378 in the fiscal year ended July 31, 2008 to
$10,841 in the fiscal year ended July 31, 2009.

Future Operations

Our primary objectives for the next twelve month period are to
find and acquire a new business opportunity.

Future Financing

In the long term, to remedy the deficiency in financing for
proposed future operations, we intend to raise funds from equity financings. In
the short term, we intend to fund future cash shortfalls from loans from
directors.

---

9

Purchase or Sale of Equipment

We do not anticipate that we will expend any significant amount
on equipment over the next 12 months but that may change depending on the type
of business that we acquire in the event that we are successful in doing so.

Going Concern

Due to our being a development stage company and not having
generated revenues, in their Notes to our financial statements for the year
ended July 31, 2009, our independent auditors included an explanatory paragraph
regarding concerns about our ability to continue as a going concern.

We have historically incurred losses, and through July 31, 2009
have incurred losses of $99,049 from our inception. Because of these historical
losses, we will require additional working capital to develop our business
operations. We intend to raise additional working capital through private
placements, and/or advances from related parties or shareholder loans.

The continuation of our business is dependent upon obtaining
further financing, acquiring a new business and achieving a break even or
profitable level of operations in that new business. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current or future stockholders. Obtaining commercial loans,
assuming those loans would be available, will increase our liabilities and
future cash commitments.

There are no assurances that we will be able to obtain
additional financing through either private placements, and/or bank financing or
other loans necessary to support our working capital requirements. To the extent
that funds generated from operations and any private placements, public
offerings and/or bank financing are insufficient, we will have to raise
additional working capital. No assurance can be given that additional financing
will be available, or if available, will be on terms acceptable to us.

These conditions raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

Off-balance sheet arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.

Application of Critical Accounting Policies

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles used in the United
States. Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by managements
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our financial statements is critical to an understanding of our financials.

Financial Instruments

The carrying amounts of financial instruments consisting of
cash and cash equivalents and accounts payable are considered by management to
be their estimated fair values due to their short term maturities. Our company
is not exposed to significant interest, currency or credit risk arising from its
financial instruments.

---

10

Website Costs

Our company recognizes the costs incurred in the development of
its website in accordance with EITF 00-2 Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. After technological
feasibility is established, direct costs incurred during the application stage
of development are capitalized and amortized over the estimated useful life of
three years. Fees incurred for website hosting are expensed over the period of
the benefit. Costs of operating the website are expensed as incurred.

Income Taxes

Income taxes are recognized in accordance with SFAS No. 109,
Accounting for Income Taxes, whereby deferred income tax liabilities or assets
at the end of each period are determined by applying currently enacted tax rates
to temporary differences and loss carry forwards. A valuation allowance is
recognized on deferred tax assets when it is more likely than not that some or
all of these deferred tax assets will not be realized.

Foreign Exchange

Our companys functional currency is in Canadian dollars as
substantially all of our companys operations are in Canada. Our company used
the United States dollar as its reporting currency for consistency with
registrants of the Securities and Exchange Commission (SEC) in accordance with
the FAS No. 52 Foreign Currency Translation.

Assets and liabilities denominated in a foreign currency are
translated at the exchange rate in effect at the period-end and capital accounts
are translated at historical rates. Income statement accounts are translated at
the average rates of exchange prevailing during the period. Translation
adjustments from the use of different exchange rates from period to period are
included in the comprehensive income account in Stockholders Equity, if
applicable.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not
yet effective accounting standards if currently adopted could have a material
effect on the accompanying financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our financial statements are stated in United States Dollars
(US$) and are prepared in conformity with generally accepted accounting
principles of the United States of America.

| | Report
      of Madsen & Associates, CPAs, Inc.                                                                                                       
| | -------------------------------------------------------------------------------------------------------------------------------------------------------
| | Balance
      Sheets as at July 31, 2009 and 2008                                                                                                      
| | Statement
      of Operations for the years ended July 31, 2009 and 2008 and for the
      period May 17, 2005 (Date of Incorporation) to July 31, 2009
| | Statement
      of Stockholders Equity for the period May 17, 2005 (Date of
      Incorporation) to July 31, 2009                                     
| | Statement
      of Cash Flows for the years ended July 31, 2009 and 2008 and for the
      period May 17, 2005 (Date of Incorporation) to July 31, 2009
| | Notes
      to Financial Statements                                                                                                                    

---

11













SEARCH BY HEADLINES.COM CORP.

(A Development Stage Company)

FINANCIAL STATEMENTS

July 31, 2009

(Stated in US Dollars)

---

|MADSEN & ASSOCIATES, CPAs INC.                             | 684 East Vine St. Suite 3
|----------------------------------------------------------- | -------------------------
|Certified Public Accountants and Business
      Consultants | Murray, Utah 84107       
|                                                            |                          
|                                                            | Telephone 801-268-2632   
|                                                            | Fax 801-262-3978         

Board of Directors
  Search by Headlines.com Corp.
  (A
  Development Stage Company)
  Vancouver, BC, Canada

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
  FIRM

We have audited the accompanying balance sheets of Search by
  Headlines.com Corp. as of July 31, 2009 and 2008 and the statements of
  operations, stockholders' equity and cash flows for the years ended July 31,
  2009 and 2008 and the period May 17, 2005 (Date of Inception) to July 31, 2009.
  These financial statements are the responsibility of the Company's management.
  Our responsibility is to express an opinion on these financial statements based
  on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. The Company
  is not required to nor were we engaged to perform an audit of its internal
  control 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 for 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 financial statement presentation. We believe that our audit provides a
  reasonable basis for our opinion.

In our opinion, the financial statements referred to above
  present fairly, in all material respects, the financial position of Search by
  Headlines.com Corp. as of July 31, 2009 and 2008 and the results of operations
  and cash flows for the years ended July 31, 2009 and 2008 and the period May 17,
  2005 (Date of Inception) to July 31, 2009, in conformity with accounting
  principles generally accepted in the United States of America.

The accompanying financial statements have been prepared
  assuming that the Company will continue as a going concern. The Company will
  need additional working capital for its planned activity and to service its
  debt, which raises substantial doubt about its ability to continue as a going
  concern. Managements plans in regard to these matters are described in the
  notes to the financial statements. These financial statements do not include any
  adjustments that might result from the outcome of this uncertainty.

|Salt Lake City, Utah |                                  
|-------------------- | ---------------------------------
|October 6, 2009      | s/Madsen & Associates, CPAs Inc.

---

SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) BALANCE SHEETS July 31, 2009 and 2008 (Stated in US
Dollars)

|                                                      |   | July 31, |   |   | July 31, |  
|----------------------------------------------------- | - | -------- | - | - | -------- | -
|                                                      |   | 2009     |   |   | 2008     |  
|**ASSETS**                                            |   |          |   |   |          |  
|                                                      |   |          |   |   |          |  
|Current                                               |   |          |   |   |          |  
|Cash and cash equivalents                             | $ | 1,104    |   | $ | 17,693   |  
|                                                      |   |          |   |   |          |  
|Website  Note 3                                      |   | 189      |   |   | 3,946    |  
|                                                      |   |          |   |   |          |  
|                                                      | $ | 1,293    |   | $ | 21,639   |  
|                                                      |   |          |   |   |          |  
|LIABILITIES                                           |   |          |   |   |          |  
|                                                      |   |          |   |   |          |  
|Current                                               |   |          |   |   |          |  
|Accounts payable                                      | $ | 37,242   |   | $ | 26,848   |  
|                                                      |   |          |   |   |          |  
|STOCKHOLDERS
      DEFICIENCY                        |   |          |   |   |          |  
|                                                      |   |          |   |   |          |  
|Capital stock  Note 4                                |   |          |   |   |          |  
|Authorized                                            |   |          |   |   |          |  
|100,000,000 common shares, par value $0.001 per share |   |          |   |   |          |  
|Issued and outstanding                                |   |          |   |   |          |  
|9,010,000 common shares                               |   | 9,010    |   |   | 9,010    |  
|Additional paid-in capital                            |   | 54,090   |   |   | 54,090   |  
|Comprehensive income                                  |   | 7,456    |   |   | 9,262    |  
|Deficit accumulated during the development stage      |   | (106,505 | ) |   | (77,571  | )
|                                                      |   |          |   |   |          |  
|Total stockholders deficiency                        |   | (35,949  | ) |   | (5,209   | )
|                                                      |   |          |   |   |          |  
|                                                      | $ | 1,293    |   | $ | 21,639   |  

SEE ACCOMPANYING NOTES

---

SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) STATEMENT OF OPERATIONS for the years ended July 31, 2009 and
2008 and for the period May 17, 2005 (Date of Inception) to July 31, 2009
(Stated in US Dollars)

|                                              |   |             |   |   |               |   |   | May 17,       |  
|--------------------------------------------- | - | ----------- | - | - | ------------- | - | - | ------------- | -
|                                              |   |             |   |   |               |   |   | 2005 (Date of |  
|                                              |   | Years Ended |   |   | Inception) to |  
|                                              |   | July 31,    |   |   | July 31,      |  
|                                              |   | 2009        |   |   | 2008          |   |   | 2009          |  
|                                              |   |             |   |   |               |   |   |               |  
|Revenue                                       | $ | -           |   | $ | -             |   | $ | -             |  
|                                              |   |             |   |   |               |   |   |               |  
|Expenses                                      |   |             |   |   |               |   |   |               |  
|Amortization                                  |   | 3,757       |   |   | 3,728         |   |   | 10,756        |  
|General and administrative
       Note 4     |   | 25,177      |   |   | 19,655        |   |   | 97,359        |  
|                                              |   |             |   |   |               |   |   |               |  
|Loss from operations                          |   | (28,934     | ) |   | (23,383       | ) |   | (108,115      | )
|                                              |   |             |   |   |               |   |   |               |  
|Interest income                               |   | -           |   |   | -             |   |   | 1,610         |  
|                                              |   |             |   |   |               |   |   |               |  
|Loss before other                             |   | (28,934     | ) |   | (23,383       | ) |   | (106,505      | )
|                                              |   |             |   |   |               |   |   |               |  
|Other:                                        |   |             |   |   |               |   |   |               |  
|Foreign currency translation adjustment       |   | (1,806      | ) |   | 775           |   |   | 7,456         |  
|                                              |   |             |   |   |               |   |   |               |  
|Net comprehensive loss for the period         | $ | (30,740     | ) | $ | (22,608       | ) | $ | (99,049       | )
|                                              |   |             |   |   |               |   |   |               |  
|Basic and diluted loss per share              | $ | (0.00       | ) | $ | (0.00         | ) |   |               |  
|                                              |   |             |   |   |               |   |   |               |  
|                                              |   |             |   |   |               |   |   |               |  
|Weighted average number of shares outstanding |   | 9,010,000   |   |   | 9,010,000     |   |   |               |  

SEE ACCOMPANYING NOTES

---

SEARCHBYHEADLINES.COMCORP.(A Development Stage Company) STATEMENT OF STOCKHOLDERS
EQUITY for the period May 17, 2005 (Date of Inception) to July 31, 2009
(Stated in US Dollars)

|                                        |             |                    |  |   |           |  |   |             |  |   |               |   |   | Deficit     |   |   |         |  
|--------------------------------------- | ----------- | ------------------ |  | - | --------- |  | - | ----------- |  | - | ------------- | - | - | ----------- | - | - | ------- | -
|                                        |             | Common
      Stock |  |   |           |  |   | Accumulated |  |   |               |  
|                                        |             |                    |  |   |           |  |   | Additional  |  |   |               |   |   | During the  |   |   |         |  
|                                        |             |                    |  |   |           |  |   | Paid-in     |  |   | Comprehensive |   |   | Development |   |   |         |  
|                                        |             | Shares             |  |   | Par Value |  |   | Capital     |  |   | Income        |   |   | Stage       |   |   | Total   |  
|                                        |             |                    |  |   |           |  |   |             |  |   |               |   |   |             |   |   |         |  
|Capital stock issued for cash:          |             |                    |  |   |           |  |   |             |  |   |               |   |   |             |   |   |         |  
|August 2005                             | - at $0.001 | 3,000,000          |  | $ | 3,000     |  | $ | -           |  | $ | -             |   | $ | -           |   | $ | 3,000   |  
|September 2005                          | - at $0.01  | 6,010,000          |  |   | 6,010     |  |   | 54,090      |  |   | -             |   |   | -           |   |   | 60,100  |  
|Foreign currency translation adjustment |             | -                  |  |   | -         |  |   | -           |  |   | 6,487         |   |   | -           |   |   | 6,487   |  
|Net loss for the year                   |             | -                  |  |   | -         |  |   | -           |  |   | -             |   |   | (15,400     | ) |   | (15,400 | )
|                                        |             |                    |  |   |           |  |   |             |  |   |               |   |   |             |   |   |         |  
|Balance, July 31, 2006                  |             | 9,010,000          |  |   | 9,010     |  |   | 54,090      |  |   | 6,487         |   |   | (15,400     | ) |   | 54,187  |  
|Foreign currency translation adjustment |             | -                  |  |   | -         |  |   | -           |  |   | 2,000         |   |   | -           |   |   | 2,000   |  
|Net loss for the year                   |             | -                  |  |   | -         |  |   | -           |  |   | -             |   |   | (38,788     | ) |   | (38,788 | )
|                                        |             |                    |  |   |           |  |   |             |  |   |               |   |   |             |   |   |         |  
|Balance, July 31, 2007                  |             | 9,010,000          |  |   | 9,010     |  |   | 54,090      |  |   | 8,487         |   |   | (54,188     | ) |   | 17,399  |  
|Foreign currency translation adjustment |             | -                  |  |   | -         |  |   | -           |  |   | 775           |   |   | -           |   |   | 775     |  
|Net loss for the period                 |             | -                  |  |   | -         |  |   | -           |  |   | -             |   |   | (23,383     | ) |   | (23,383 | )
|                                        |             |                    |  |   |           |  |   |             |  |   |               |   |   |             |   |   |         |  
|Balance, July 31, 2008                  |             | 9,010,000          |  |   | 9,010     |  |   | 54,090      |  |   | 9,262         |   |   | (77,571     | ) |   | (5,209  | )
|Foreign currency translation adjustment |             | -                  |  |   | -         |  |   | -           |  |   | (1,806        | ) |   | -           |   |   | (1,806  | )
|Net loss for the period                 |             | -                  |  |   | -         |  |   | -           |  |   | -             |   |   | (28,934     | ) |   | (28,934 | )
|                                        |             |                    |  |   |           |  |   |             |  |   |               |   |   |             |   |   |         |  
|Balance July 31, 2009                   |             | 9,010,000          |  | $ | 9,010     |  | $ | 54,090      |  | $ | 7,456         |   | $ | (106,505    | ) | $ | (35,949 | )

SEE ACCOMPANYING NOTES

---

SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) STATEMENT OF CASH FLOWS for the years ended July 31, 2009 and
2008 and for the period May 17, 2005 (Date of Inception) to July 31, 2009
(Stated in US Dollars)

|                                                         |   |             |   |   |               |   |   | May 17        |  
|-------------------------------------------------------- | - | ----------- | - | - | ------------- | - | - | ------------- | -
|                                                         |   |             |   |   |               |   |   | 2005 (Date of |  
|                                                         |   | Years ended |   |   | Inception) to |  
|                                                         |   | July 31,    |   |   | April 30,     |  
|                                                         |   | 2009        |   |   | 2008          |   |   | 2009          |  
|                                                         |   |             |   |   |               |   |   |               |  
|Operating Activities                                     |   |             |   |   |               |   |   |               |  
|Net loss for the period                                  | $ | (28,934     | ) | $ | (23,383       | ) | $ | (106,505      | )
|Amortization expense                                     |   | 3,757       |   |   | 3,728         |   |   | 10,756        |  
|Changes in operating working capital items:              |   |             |   |   |               |   |   |               |  
|Accounts payable                                         |   | 10,394      |   |   | 6,477         |   |   | 37,242        |  
|                                                         |   |             |   |   |               |   |   |               |  
|                                                         |   | (14,783     | ) |   | (13,178       | ) |   | (58,507       | )
|                                                         |   |             |   |   |               |   |   |               |  
|Investing Activity                                       |   |             |   |   |               |   |   |               |  
|Website development                                      |   | -           |   |   | (4,215        | ) |   | (10,945       | )
|                                                         |   |             |   |   |               |   |   |               |  
|Financing Activity                                       |   |             |   |   |               |   |   |               |  
|Issuance of common stock
      for cash                  |   | -           |   |   | -             |   |   | 63,100        |  
|                                                         |   |             |   |   |               |   |   |               |  
|Effect of foreign exchange on cash                       |   | (1,806      | ) |   | 775           |   |   | 7,456         |  
|                                                         |   |             |   |   |               |   |   |               |  
|Increase (decrease) in cash during the period            |   | (16,589     | ) |   | (16,618       | ) |   | 1,104         |  
|                                                         |   |             |   |   |               |   |   |               |  
|Cash and cash equivalents, beginning of the
      period |   | 17,693      |   |   | 34,311        |   |   | -             |  
|                                                         |   |             |   |   |               |   |   |               |  
|Cash and cash equivalents, end of the period             | $ | 1,104       |   | $ | 17,693        |   | $ | 1,104         |  

SEE ACCOMPANYING NOTES

---

16

SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) NOTES TO THE FINANCIAL STATEMENTS July 31, 2009 (Stated
in US Dollars)

|Note 1 | Nature of Business and Going
      Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Search by Headlines.com Corp. was incorporated in the
      State of Nevada on May 17, 2005, with 100,000,000 authorized common shares
      with a par value of $0.001 per share. The Company provides a specialized
      internet search engine that features news in a format that allows users to
      search or submit news by headline.                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The Companys fiscal year-end is July 31.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The accompanying financial statements have been prepared
      assuming that the Company will continue as a going concern. The Company
      does not have sufficient working capital for its planned activity and to
      service its debt, which raises substantial doubt about its ability to
      continue as a going concern.                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Continuation of the Company as a going concern is
      dependent upon obtaining additional working capital and the management of
      the Company has developed a strategy, which it believes will accomplish
      this objective through short-term loans from directors and additional
      equity investment, which will enable the Company to continue operations
      for the coming year.                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Note 2 | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | 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
      the reported amounts of assets and liabilities, and disclosure of
      contingent assets and liabilities at the date of the financial statements
      and the reported amounts of revenues and expenses during the reporting
      period. Actual results could vary from those estimates.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Development Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The Company is a development stage company as defined in
      Statement of Financial Accounting Standards (FAS) No. 7.                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The carrying amounts of financial instruments consisting
      of cash and cash equivalents and accounts payable are considered by
      management to be their estimated fair values due to their short term
      maturities. The Company is not exposed to significant interest, currency
      or credit risk arising from its financial instruments.                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Cash and cash equivalents consist of cash and highly
      liquid treasury bills readily convertible to cash within 90 days.                                                                                                                                                                                                                                                                                                                                                                                          

---

Search by Headlines.com Corp. (A Development Stage Company)
Notes to the Financial Statements July 31, 2009 (Stated in US
Dollars)  Page 17

|Note 2 | Summary of Significant Accounting Policies
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Website Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The Company recognizes the costs incurred in the
      development of the Companys website in accordance with EITF 00-2
      Accounting for the Costs of Computer Software Developed or Obtained for
      Internal Use. After technological feasibility is established, direct
      costs incurred during the application stage of development are capitalized
      and amortized over the estimated useful life of three years. Fees incurred
      for website hosting are expensed over the period of the benefit. Costs of
      operating the website are expensed as incurred.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Income taxes are recognized in accordance with SFAS No.
      109, Accounting for Income Taxes, whereby deferred income tax
      liabilities or assets at the end of each period are determined by applying
      currently enacted tax rates to temporary differences and loss carry
      forwards. A valuation allowance is recognized on deferred tax assets when
      it is more likely than not that some or all of these deferred tax assets
      will not be realized.                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Basic and Diluted Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | In accordance with SFAS No. 128 Earnings Per Share, the
      basic loss per common share is computed by dividing net loss available to
      common stockholders by the weighted average number of common shares
      outstanding. Diluted loss per common share is computed similar to basic
      loss per common share except that the denominator is increased where the
      effects of options, warrants or other common stock equivalents are
      dilutive.                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | At July 31, 2009 and 2008, basic and diluted loss per
      share are equal because there are no outstanding common stock equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Foreign Exchange                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The Companys functional currency is in Canadian dollars
      as substantially all of the Companys operations are in Canada. The
      Company used the United States dollar as its reporting currency for
      consistency with registrants of the Securities and Exchange Commission
      (SEC) in accordance with the FAS No. 52 Foreign Currency Translation.                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Assets and liabilities denominated in a foreign currency
      are translated at the exchange rate in effect at the period-end and
      capital accounts are translated at historical rates. Income statement
      accounts are translated at the average rates of exchange prevailing during
      the period. Translation adjustments from the use of different exchange
      rates from period to period are included in the comprehensive income
      account in Stockholders Equity, if applicable.                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Advertising and Market Development                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The Company expenses advertising and market development
      costs as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

---

Search by Headlines.com Corp. (A Development Stage Company)
Notes to the Financial Statements July 31, 2009 (Stated in US
Dollars)  Page 18

|Note 3 | Website
|------ | -------

| |         |   | July
      31, 2009 | 
| | ------- | - | ------------------- | 
| |         |   |                     | 
| |         |   | Cost                | 
| |         |   |                     | 
| | Website | $ | 10,945              | 

| |         |   | July
      31, 2008 | 
| | ------- | - | ------------------- | 
| |         |   |                     | 
| |         |   | Cost                | 
| |         |   |                     | 
| | Website | $ | 10,945              | 

|Note 4 | Capital Stock Note 6                                                                                                                                                                                           
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                 
|       | During the year ended July 31, 2005, the Company issued
      3,000,000 and 6,010,000 common shares at $0.001 and $0.01 per share
      respectively for cash proceeds totalling $63,100 in a private placement.
|       |                                                                                                                                                                                                                 
|Note 5 | Deferred Income Taxes                                                                                                                                                                                           
|       |                                                                                                                                                                                                                 
|       | The following table summarizes
      the significant components of the Companys deferred tax assets:                                                                                                           

| |                                            |   | 2009    |   |   | 2008    |  
| | ------------------------------------------ | - | ------- | - | - | ------- | -
| |                                            |   |         |   |   |         |  
| | Deferred tax assets                        |   |         |   |   |         |  
| | Non-capital loss carry-forward             | $ | 15,975  |   | $ | 11,637  |  
| | Valuation allowance for deferred tax asset |   | (15,975 | ) |   | (11,637 | )
| |                                            |   |         |   |   |         |  
| |                                            | $ | -       |   | $ | -       |  

|       | The amount taken into income as deferred tax assets must
      reflect that portion of the income tax loss carryforwards that is more
      likely than not to be realized from future operations. The Company has
      chosen to provide an allowance of 100% against all available income tax
      loss carryforwards, regardless of their time of expiry.
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                               
|       | At July 31, 2009, the Company has accumulated non-capital
      losses totalling $106,505, which are available to reduce taxable income in
      future taxation years. These losses expire commencing 2026.                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                               
|Note 6 | Related Party Transactions                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                               
|       | During the year ended July 31, 2009, the Company did not
      have any related party transactions. During the year ended July 31, 2008
      the Company incurred website development costs charged by a director of
      the Company totalling $4,215.                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                               
|       | As at July 31, 2008, directors of the Company own
      3,000,000 common shares.                                                                                                                                                                                                                                                                              

---

19

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

None.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A(T). CONTROLS AND PROCEDURES

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and principal financial officer  evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, management concluded that as of the end of the period covered by this Annual Report on Form 10-K, these disclosure controls and procedures were effective.

Because of the inherent limitations in all control systems, our management believes that no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Managements Report on Internal Control Over Financial
Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, our management, with the participation of our principal executive officer and principal financial officer has conducted an assessment, including testing, using the criteria in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Based on our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of July 31, 2009.

Our management believes that because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

This Annual Report does not include an attestation report of
our independent registered public accounting firm regarding internal control
over financial reporting. Our internal control over financial reporting was not
subject to attestation by our independent registered public accounting firm
pursuant to temporary rules of the SEC that permit us to provide only
managements report in this Annual Report.

---

20

Changes in Internal Control Over Financial Reporting.

There were no changes in our companys internal control over
financial reporting during the quarter ended July 31, 2009 that have materially
affected, or are reasonably likely to materially affect, our companys internal
control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers, Promoters and Control
Persons

As at October 26, 2009, our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

Name
      Position Held with our Company
      Age
      Date First Elected 
        or
      AppointedJoe Loeppky
    President, Secretary, Treasurer and Director
    31
    May 17, 2005Jason Hanson
    Director
    33
    May 17, 2005Peter Hornstein
    Director
    53
    May 17, 2005


Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each persons business experience, principal occupation during
the period, and the name and principal business of the organization by which
they were employed.

Joe Loeppky

Mr. Loeppky has been working as a web developer and graphic
designer for the last eight years. His company, Profiled Designs, has designed
and developed Search By Headlines.com. As one of the directors of Search By
Headlines.com, he is continuing to help our company grow and provides customer
service and technical support to the users of the site as well as developing the
marketing and advertising programs. Mr. Loeppky has completed a Microsoft Server
and Network managing course and currently provides technical support for
multiple companies. He has no prior experience as a director or officer of a
public company.

Jason Hanson

Mr. Hanson has worked for Newalta Corporation for five years
and is responsible for the purchasing and the inventory programs. Mr. Hanson
brings fundamental technical knowledge to our company as well as an
understanding of the business aspects associated with the industry. He has no
prior experience as a director or officer of a public company.

---

21

Peter Hornstein

Mr. Hornstein has extensive experience in sales, marketing and
consulting in point-of-sale and inventory monitoring systems in the food and
beverage industry. He is currently president of 88888 Developments Inc., a
private company started in 1995, which is developing state of the art inventory
management systems. Prior to forming 88888 Development Inc., Mr. Hornstein was
president of Pan-Tech Systems Inc., a private company, from 1988 to 1994.
Pan-Tech developed and serviced inventory monitoring systems for some of the
larger restaurant chains in British Columbia. He has no prior experience as a
director or officer of a public company.

Committees of the Board

We do not have a separate audit committee at this time. Our
entire board of directors acts as our audit committee. We believe this is
appropriate since we currently have no operations.

Promoters

The promoters of our company are our president, secretary,
treasurer and director Joe Loeppky and our director Jason Hanson.

Family Relationships

There are no family relationships among our directors or
officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offences);                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.             

Audit Committee Financial Expert

Our board of directors has determined that we do not have a
board member that qualifies as an audit committee financial expert as defined
in Item 401(e) of Regulation S-B. However, Messrs. Hanson and Hornstein are
independent directors as defined by Rule 4200(a)(14) of the FINRA Rules.

Since the commencement of our most recently completed financial
year, we have not required any non-audit services to be provided by our auditor.

---

22

We believe that our board of directors is capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because management
believes that the functions of an audit committee can be adequately performed by
the board of directors. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
stage of our development, lack of operations and the fact the we have not
generated any positive cash flows from operations to date.

Nomination Procedures For Appointment of Directors

As of October 26, 2009, we had not effected any material
changes to the procedures by which our shareholders may recommend nominees to
our board of directors. Our board of directors does not have a policy with
regards to the consideration of any director candidates recommended by our
shareholders. Our board of directors has determined that it is in the best
position to evaluate our companys requirements as well as the qualifications of
each candidate when the board considers a nominee for a position on our board of
directors. If shareholders wish to recommend candidates directly to our board,
they may do so by sending communications to the president of our company at the
address on the cover of this annual report.

Code of Ethics

We have not yet adopted a Code of Ethics but we do plan do
adopt one within the next fiscal quarter.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended July 31, 2009, all filing requirements
applicable to its officers, directors and greater than 10% percent beneficial
owners were complied with, with the exception of the following:

Name
      Number of Late Reports
      Number of Transactions Not Reported on a Timely Basis
      Failure to File Requested
      FormsJoe Loeppky
    1(1)
    1(1)
    1Jason Hanson
    1(1)
    1(1)
    1Peter Hornstein
    1(1)
    1(1)
    1


|(1) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 3  Initial Statement of
      Beneficial Ownership of Securities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

23

ITEM 11. EXECUTIVE COMPENSATION.

The following table summarizes the compensation of our
executive officers during the two years ended July 31, 2009 and 2008. No other
officers or directors received annual compensation in excess of $100,000 during
the last three fiscal years.

SUMMARY COMPENSATION TABLEName and
        Principal Position
      Year
      Salary
        ($)
      Bonus
        ($)
      Stock Awards ($)
      Option
        Awards ($)
      Non-Equity Incentive
        Plan Compensa- tion ($)
      Change in Pension Value and Nonqualified Deferred Compensation
        Earnings ($)
      All Other
        Compensa- tion ($)
      Total
        ($)Joe Loeppky 
        President, Secretary 
        and Treasurer(1)
      2009 
        2008
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      $Nil 
        $4,215(2)
      $Nil 
        $4,215(2)


|(1) | Joe Loeppky was appointed as our president, secretary and
      treasurer on May 17, 2005.
|--- | ------------------------------------------------------------------------------------------
|(2) | Joe Loeppky was paid $4,215 and $1,888 for website
      development costs.               

Compensation Discussion and Analysis

We have not entered into any employment agreement or consulting
agreement with our current directors and executive officers. There are no
arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers. Our directors and executive
officers may receive stock options at the discretion of our board of directors
in the future. We do not have any material bonus or profit sharing plans
pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors from time to time. We have no plans or
arrangements in respect of remuneration received or that may be received by our
executive officers to compensate such officers in the event of termination of
employment (as a result of resignation, retirement, change of control) or a
change of responsibilities following a change of control.

Outstanding Equity Awards at Fiscal Year-End

As at July 31, 2009, we had not adopted any equity compensation
plan and no stock, options, or other equity securities were awarded to our
executive officers.

Directors Compensation

We reimburse our directors for expenses incurred in connection
with attending board meetings. We did not pay any other directors fees or other
cash compensation for services rendered as a director for the fiscal year ended
July 31, 2009.

We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. No director received
and/or accrued any compensation for their services as a director, including
committee participation and/or special assignments.

---

24

Pension and Retirement Plans

Currently, we do not offer any annuity, pension or retirement
benefits to be paid to any of our officers, directors or employees in the event
of retirement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as at October 26, 2009, certain
information with respect to the beneficial ownership of our common stock by each
shareholder known by us to be the beneficial owner of more than five percent
(5%) of our common stock, and by each of our current directors and executive
officers. Each person has sole voting and investment power with respect to the
shares of common stock, except as otherwise indicated. Beneficial ownership
consists of a direct interest in the shares of common stock, except as otherwise
indicated.

Name and Address
        ofBeneficial Owner
      Amount and Nature ofBeneficial Ownership
      Percentageof Class(1)Joe Loeppky 5520 14B Avenue Delta, BC Canada
      V4M 2G6
    1,000,000
    11.1%Jason Hanson 308-210 West 16thStreet
      North Vancouver, BC Canada V7M 1T6
    1,000,000
    11.1%Peter Hornstein 1647 Summerhill Ct Surrey, BC
      Canada V4A 8S5
    1,000,000
    11.1%Directors and Officers as a group (3 individuals)
    3,000,000
    33.3%


| | (1) | Based on 9,010,000 shares of common stock issued and
      outstanding as of October 26, 2009. Except as otherwise indicated, we
      believe that the beneficial owners of the common stock listed above, based
      on information furnished by such owners, have sole investment and voting
      power with respect to such shares, subject to community property laws
      where applicable. Beneficial ownership is determined in accordance with
      the rules of the SEC and generally includes voting or investment power
      with respect to securities. Shares of common stock subject to options or
      warrants currently exercisable, or exercisable within 60 days, are deemed
      outstanding for purposes of computing the percentage ownership of the
      person holding such option or warrants, but are not deemed outstanding for
      purposes of computing the percentage ownership of any other
  person.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cancellation of Shares, Cancelled Debt

None.

Future Changes in Control

We are unaware of any contract or other arrangement, the
operation of which may, at a subsequent date, result in a change in control of
our company.

---

25

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

None of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us, other than as noted in this section:

| | (i)   | Any of our directors or officers;                                                                                                                                          
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                            
| | (ii)  | Any person proposed as a nominee for election as a
      director;                                                                                                         
| |       |                                                                                                                                                                            
| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our
      outstanding shares of common stock;
| |       |                                                                                                                                                                            
| | (iv)  | Any of our promoters; and                                                                                                                                                  
| |       |                                                                                                                                                                            
| | (v)   | Any member of the immediate family (including spouse,
      parents, children, siblings and in- laws) of any of the foregoing
      persons.                               

During the year ended we didnt have any related party
transactions. We paid Joe Loeppky, our president, secretary, treasurer and
director, $4,215 in consulting fees for website development during the year
ended July 31, 2008.

The promoters of our company are our president, secretary,
treasurer and director, Joe Loeppky, and our director Jason Hanson.

Corporate Governance

Director Independence

We currently act with three directors consisting of Joe
Loeppky, Jason Hanson and Peter Hornstein. Mr. Loeppky is not independent as he
is the president, secretary treasurer of our company. Messrs. Hanson and
Hornstein are independent directors as defined by Rule 4200(a)(14) of the FINRA
Rules.

Audit Committee

Our board of directors acts as our audit committee. As of this
date, all of our current directors are members of our audit committee.

Compensation Committee  Compensation Committee Interlocks
and Insider Participation

Our board of directors acts as our compensation committee. We
believe that striking a compensation committee and appointing additional
independent directors to such committee would be overly costly and burdensome
and is not warranted in our circumstances given the early stages of our
development and the fact that we have not generated revenues to date. Messrs
Hanson and Hornstein are independent as defined by Rule 4200(a)(14) of the FINRA
Rules. Our board of directors responsibilities in acting as our compensation
committee is to oversee our companys compensation and benefit plans, including
our compensation plan. Our board of directors also monitors and evaluates
matters relating to the compensation and benefits structure of our company. Our
company has not adopted a Compensation Committee Charter.

Transactions with Independent Directors

During the year ended July 31, 2009, we did not have any
related party transactions. None of our independent directors entered into any
transaction, relationship or arrangement during the year ended July 31, 2009
that was considered by our board of directors in determining whether the
director maintained his independence in accordance with Rule 4200(a)(14) of the
FINRA Rules.

---

26

Board of Directors

As mentioned above, Messrs. Hanson and Hornstein are
independent directors as defined in Rule 4200(a)(14) of the FINRA Rules. Our
board of directors facilitates its exercise of independent supervision over
management by endorsing the guidelines for responsibilities of the board as set
out by regulatory authorities on corporate governance in Canada and the United
States. Our boards primary responsibilities will be to supervise the management
of our company, to establish an appropriate corporate governance system, and to
set a tone of high professional and ethical standards.

The board will also be responsible for:

- selecting and assessing members of the board;
- choosing, assessing and compensating the president, secretary and treasurer
  of our company, approving the compensation of all executive officers and
  ensuring that an orderly management succession plan exists;
- reviewing and approving our companys strategic plan, operating plan,
  capital budget and financial goals, and reviewing its performance against
  those plans;
- adopting a code of conduct and a disclosure policy for our company, and
  monitoring performance against those policies;
- ensuring the integrity of our companys internal control and management
  information systems;
- approving any major changes to our companys capital structure, including
  significant investments or financing arrangements; and
- reviewing and approving any other issues which, in the view of the board or
  management, may require board scrutiny.

Directorships

Our directors are not currently directors of any other reporting
  issuers (or the equivalent in a foreign jurisdiction).

Orientation and Continuing Education

We have an informal process to orient and educate new recruits
to the board regarding their role on the board, our committees and our
directors, as well as the nature and operations of our business. This process
provides for an orientation with key members of the management staff, and
further provides access to materials necessary to inform them of the information
required to carry out their responsibilities as a board member. This information
includes the most recent board approved budget, the most recent annual report,
the audited financial statements and copies of the interim quarterly financial
statements.

The board does not provide continuing education for its
directors. Each director is responsible to maintain the skills and knowledge
necessary to meet his obligations as director.

Nomination of Directors

The board is responsible for identifying new director nominees.
In identifying candidates for membership on the board, the board takes into
account all factors it considers appropriate, which may include strength of
character, mature judgment, career specialization, relevant technical skills,
diversity and the extent to which the candidate would fill a present need on the
board. As part of the process, the board, together with management, is
responsible for conducting background searches, and is empowered to retain
search firms to assist in the nominations process. Once candidates have gone
through a screening process and met with a number of the existing directors,
they are formally put forward as nominees for approval by the board.

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27

Assessments

The board intends that individual director assessments be
conducted by other directors, taking into account each directors contributions
at board meetings, service on committees, experience base, and their general
ability to contribute to one or more of our companys major needs. However, due
to our stage of development and our need to deal with other urgent priorities,
the board has not yet implemented such a process of assessment.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for the most recently completed
fiscal year ended July 31, 2009 and for fiscal year ended July 31, 2008 for
professional services rendered by the principal accountant for the audit of our
annual financial statements and review of the financial statements included in
our quarterly reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:

Year
        EndedJuly 31, 2009
      July 31, 2008Audit Fees
      $5,035
      $4,895Audit Related Fees
      $-
      $-Tax Fees
      $-
      $-All Other Fees
      $-
      $-Total
      $5,035
      $4,895


Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

The board of directors has considered the nature and amount of
  fees billed by Weinberg & Company and believes that the provision of services
  for activities unrelated to the audit is compatible with maintaining Weinberg
  & Company.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

|Exhibit |                                                                                                                                    
|------- | -----------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                        
|        |                                                                                                                                    
|3.1     | Articles of Incorporation (attached as an exhibit to our
      Registration Statement on Form SB-2, filed on December 8, 2006)     
|        |                                                                                                                                    
|3.2     | Bylaws (attached as an exhibit to our Registration
      Statement on Form SB-2, filed on December 8, 2006)                        
|        |                                                                                                                                    
|10.1    | Form of Subscription Agreement (attached as an exhibit to
      our Registration Statement on Form SB-2, filed on December 8, 2006)
|        |                                                                                                                                    
|10.2    | Agreement with Web Strike (attached as an exhibit to our
      Registration Statement on Form SB-2, filed on December 8, 2006)     

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28

|31.1* | Section 302 Certification
      under Sarbanes-Oxley Act of 2002 of Joe Loeppky.
|----- | --------------------------------------------------------------------------------
|      |                                                                                 
|32.1* | Section 906 Certification
      under Sarbanes-Oxley Act of 2002 of Joe Loeppky.

* Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

SEARCH BY HEADLINES.COM.CORP

By:

/s/ Joe
LoeppkyJoe Loeppky President, Secretary, Treasurer and Director (Principal
Executive Officer, Principal Financial Officer and Controller) Dated:
October 28, 2009

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

By:

/s/ Joe
LoeppkyJoe Loeppky President, Secretary, Treasurer and Director (Principal
Executive Officer, Principal Financial Officer and Controller) Dated:
October 28, 2009

/s/ Jason
HansonJason Hanson, Director Dated: October 28, 2009

/s/ Peter
HornsteinPeter Hornstein, Director Dated: October 28, 2009

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