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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, 2011

[    ] 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 registrant as specified 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
  (Registrants telephone number,
including area code)

|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 was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [ X ]  No [   ]

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2

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).

(Not Applicable) 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.

(APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS)

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.

Yes [   ]  No [   ] N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common equity, as of the latest practicable date:
9,010,000 shares of common stock as of October12, 2011.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (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. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980). N/A

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

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1

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 North America.

Our principal executive offices are located at 1200 Beaufort
Road, North Vancouver, British Columbia, Canada V7G 1R7. Our telephone number is
778.386.3528. We do not have any subsidiaries.

Our Current Business

We have stopped pursuing the use of 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 Bulletin
Board, such as: (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 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.

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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 our 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.

Currently, we 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 Jason Hanson 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

In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

Risks Associated with our Company

Business opportunities that we believe are in the best interests of our 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 our 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.

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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 our 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.

Since 2008, 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 and cash equivalents in the amount of $11,717 and a working capital deficit of $89,770 as of July 31, 2011. 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 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.

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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.

We do not have any targets for a business combination or other transaction and we have no minimum standards for a 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.

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.

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5

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 1200 Beaufort Road, North Vancouver, British Columbia, Canada V7G 1R7. The office is provided to us at no cost by Jason Hanson, 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.

ITEM 4. (REMOVED AND RESERVED)

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 quoted on the Financial Industry Regulatory Authoritys OTC Bulletin Board under the symbol SBHL. As of October 12, 2011, only one trade of our common shares has occurred for a nominal
amount.

On October 12, 2011 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.

Recent Sales of Unregistered Securities

During the last three years, we have not sold any of our securities which were not registered under the Securities Act of 1933.

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7

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, 2011 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.

Results of Operations

During the fiscal year ended July 31, 2011, we did not generate
any revenues.

Our operating expenses for the year ended July 31, 2011, were
$23,984, compared to $22,187 for the year ended July 31, 2010. General and
administrative expense in the fiscal year ended July 31, 2011 were $23,984,
compared to $21,998 for the fiscal year ended July 31, 2010. The increase of
$1,986 was primarily the result of an increase in legal and accounting expenses
related to regulatory filings. Amortization expense in the fiscal year ended
July 31, 2011 were $Nil, compared to $189 in the fiscal year ended July 31,
2010. This decrease was primarily the result of our website costs become fully
amortized.

We had a foreign currency translation adjustment of ($5,588) in
the fiscal year ended July 31, 2011, compared to ($2,062) for the fiscal year
ended July 31, 2010. Our foreign currency translation adjustment is a result of
the Canadian dollars decrease in value against the United States dollar during
each year.

Liquidity and Capital Resources

Working
Capital

Presently, we have no revenue and cannot 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.

|Working Capital           |   |                |   |   |                |  
|------------------------- | - | -------------- | - | - | -------------- | -
|                          |   | As at July 31, |   |   | As at July 31, |  
|                          |   | 2011           |   |   | 2010           |  
|                          |   |                |   |   |                |  
|Current Assets            | $ | 11,717         |   | $ | 649            |  
|Current Liabilities       | $ | 101,487        |   | $ | 60,847         |  
|Working Capital (Deficit) | $ | (89,770        | ) | $ | (60,198        | )

The increase in our working capital deficit by $29,572 is
primarily the result of the result of a loan made by a director of our company.
This loan is unsecured, non-interest bearing and is repayable on demand.

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|8                                                          |  
|---------------------------------------------------------- | -
|                                                           |  
|                                                           |  
|Cash Flow                                                  |  
|                                                           |  
|Cash Flows                                                 |  
|                                                           |  
|                                                           |  
|Cash Flow Provided By (Used By) Operating
      Activities | $
|Cash Flow Provided By (Used By) Financing Activities       | $
|Effect of Foreign Exchange on Cash                         | $
|Net increase (decrease) in Cash During Period              | $

Operating Activities

Cash flows used by our operating activities decreased by
$26,278 primarily as the result of an increase in our accounts payable and cash
used to pay our general and administrative expenses.

Investing Activities

Investing activities used cash of $nil for the year ended July
31, 2011 and $nil for the year ended July 31, 2010.

Financing Activities

Financing activities provided cash of $17,926 for the year
ended July 31, 2011, compared to providing $29,155 for the year ended July 31,
2010. The financing received during the year ended July 31, 2011 was due to an
advance of $17,926 received from a director of our company.

Effect of Foreign Exchange on Cash

The change in our foreign currency exchange is the result of
the Canadian dollars decrease in value against the United States dollar during
each year.

Plan of Operations

Management projects that we may require $40,000 to $55,000 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
    $
    10,000-$15,000Legal and Accounting
    $
    20,000-$25,000Total
    $
    40,000-$55,000


Financing or funding expenses will include the costs of
finders fees, bank fees, and all other fees related to our anticipated
fundraising 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.

---

9

Legal and accounting expenses will include those required to maintain our status as an OTC Bulletin Board 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.

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.

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, 2011, 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, 2011 have incurred comprehensive losses of $152,870 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.

---

10

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

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.

Financial Instruments

The carrying amounts of financial instruments consisting of cash and cash equivalents, accounts payable, and due to related party 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.

Development Stage Company
Our company is a developing stage company.Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid treasury bills readily convertible to cash within 90 days.

Income Taxes

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

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, 2011 and 2010, basic and diluted loss per share are equal because there are no outstanding common stock equivalents.

Foreign Exchange

Our companys functional currency is in Canadian dollars as substantially all of our companys operations are in Canada. We used the United States dollar as our reporting currency for consistency with registrants of the Securities and
Exchange Commission.

---

11

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, 2011 and 2010 Statement of
Operations and Other Comprehensive Loss for the years ended July 31, 2011 and
2010 and for the period May 17, 2005 (Date of Inception) to July 31, 2011
Statement of Stockholders Equity for the period May 17, 2005 (Date of
Inception) to July 31, 2011 Statement of Cash Flows for the years ended July
31, 2011 and 2010 and for the period May 17, 2005 (Date of Inception) to July
31, 2011 Notes to Financial Statements

---

SEARCH BY HEADLINES.COM CORP.

(A Development Stage Company)

FINANCIAL STATEMENTS

July 31, 2011

(Stated in US Dollars)

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Search By Headlines.com Corp (A Development Stage Company)

We have audited the accompanying balance sheets of Search by Headlines.com Corp. (a Development Stage Company) (the Company) as of July 31, 2011 and 2010 and the related statements of operations and comprehensive loss, stockholders' deficiency, and
cash flows for each of the years in the two-year period ended July 31, 2011, and for the period from May 17, 2005 (Date of Inception) to July 31, 2011. The Companys management is responsible for these financial statements. 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 have, 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Search by Headlines.com Corp (a Development Stage Company) as of July 31, 2011 and 2010 and the results of its operations
and its cash flows for each of the years in the two-year period ended July 31, 2011, and for the period from May 17, 2005 (Date of Inception) to July 31, 2011, 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 has accumulated operating losses since inception and has limited business operations, which raises substantial doubt
about its ability to continue as a going concern. Managements plans in regard to these matters are described in note 1 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/Madsen & Associates, CPAs Inc.
Madsen & Associates CPAs, Inc. 
Salt Lake City, Utah 
September 22, 2011

SEE ACCOMPANYING NOTES

---

F-1

|SEARCH BY HEADLINES.COM
      CORP.                         |  
|----------------------------------------------------------- | -
|(A Development Stage Company)                               |  
|BALANCE SHEET                                               |  
|July 31, 2011 and July 31,
      2010                       |  
|(Stated in US Dollars)                                      |  
|                                                            |  
|                                                            |  
|                                                            |  
|                                                            |  
|**ASSETS**                                                  |  
|                                                            |  
|Current                                                     |  
|Cash and cash equivalents                                   | $
|                                                            |  
|LIABILITIES                                                 |  
|                                                            |  
|Current                                                     |  
|Accounts payable                                            | $
|Due to related party  Note 5                               |  
|                                                            |  
|                                                            |  
|                                                            |  
|STOCKHOLDERS
      DEFICIENCY                              |  
|                                                            |  
|Capital stock  Note 3                                      |  
|Authorized                                                  |  
|100,000,000
      common shares, par value $0.001 per share |  
|Issued and outstanding                                      |  
|9,010,000 common shares                                     |  
|Additional paid-in capital                                  |  
|Accumulated other comprehensive income (loss)               |  
|Deficit accumulated during the development
      stage      |  
|                                                            |  
|Total stockholders deficiency                              |  
|                                                            |  
|                                                            | $

SEE ACCOMPANYING NOTES

---

F-2

SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSSfor years ended
July 31, 2011 and 2010 and for the period May 17, 2005 (Date of Inception)
to July 31, 2011 (Stated in US Dollars)

|                                                    |   |            |   |   |               |   |   | May 17,       |  
|--------------------------------------------------- | - | ---------- | - | - | ------------- | - | - | ------------- | -
|                                                    |   |            |   |   |               |   |   | 2005 (Date of |  
|                                                    |   | Year Ended |   |   | Inception) to |  
|                                                    |   | July 31,   |   |   | July 31,      |  
|                                                    |   | 2011       |   |   | 2010          |   |   | 2011          |  
|                                                    |   |            |   |   |               |   |   |               |  
|Revenue                                             | $ | -          |   | $ | -             |   | $ | -             |  
|                                                    |   |            |   |   |               |   |   |               |  
|Expenses                                            |   |            |   |   |               |   |   |               |  
|Amortization                                        |   | -          |   |   | 189           |   |   | 10,945        |  
|General and
      administrative                    |   | 23,984     |   |   | 21,998        |   |   | 143,341       |  
|                                                    |   |            |   |   |               |   |   |               |  
|Loss from operations                                |   | (23,984    | ) |   | (22,187       | ) |   | (154,286      | )
|                                                    |   |            |   |   |               |   |   |               |  
|Interest income                                     |   | -          |   |   | -             |   |   | 1,610         |  
|                                                    |   |            |   |   |               |   |   |               |  
|Net loss                                            |   | (23,984    | ) |   | (22,187       | ) |   | (152,676      | )
|                                                    |   |            |   |   |               |   |   |               |  
|Other comprehensive loss:                           |   |            |   |   |               |   |   |               |  
|Foreign currency                                    |   |            |   |   |               |   |   |               |  
|translation
      adjustment                        |   | (5,588     | ) |   | (2,062        | ) |   | (194          | )
|                                                    |   |            |   |   |               |   |   |               |  
|Comprehensive loss                                  | $ | (29,572    | ) | $ | (24,249       | ) | $ | (152,870      | )
|                                                    |   |            |   |   |               |   |   |               |  
|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

---

F-3

SEARCHBYHEADLINES.COMCORP.(A Development Stage Company) STATEMENT OF STOCKHOLDERS
DEFICIENCY for the period May 17, 2005 (Date of Inception) to July 31,
2011(Stated in US Dollars)

|                                        |  |              |  |   |                 |  |   |             |  |   |               |   |   |             |   |   |         |  
|--------------------------------------- |  | ------------ |  | - | --------------- |  | - | ----------- |  | - | ------------- | - | - | ----------- | - | - | ------- | -
|                                        |  | Common Stock |  |   | Accumulated     |  |   | Accumulated |  |   | Deficit       |   |   |             |  
|                                        |  |              |  |   |                 |  |   | Additional  |  |   | Other         |   |   | During the  |   |   |         |  
|                                        |  |              |  |   |                 |  |   | Paid-in     |  |   | Comprehensive |   |   | Development |   |   |         |  
|                                        |  | Shares       |  |   | Par
      Value |  |   | Capital     |  |   | Income(loss)  |   |   | 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 year                   |  | -            |  |   | -               |  |   | -           |  |   | -             |   |   | (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 year                   |  | -            |  |   | -               |  |   | -           |  |   | -             |   |   | (28,934     | ) |   | (28,934 | )
|                                        |  |              |  |   |                 |  |   |             |  |   |               |   |   |             |   |   |         |  
|Balance July 31, 2009                   |  | 9,010,000    |  |   | 9,010           |  |   | 54,090      |  |   | 7,456         |   |   | (106,505    | ) |   | (35,949 | )
|Foreign currency translation adjustment |  | -            |  |   | -               |  |   | -           |  |   | (2,062        | ) |   |             |   |   | (2,062  | )
|Net loss for the year                   |  | -            |  |   | -               |  |   | -           |  |   | -             |   |   | (22,187     | ) |   | (22,187 | )
|                                        |  |              |  |   |                 |  |   |             |  |   |               |   |   |             |   |   |         |  
|Balance July 31, 2010                   |  | 9,010,000    |  |   | 9,010           |  |   | 54,090      |  |   | 5,394         |   |   | (128,692    | ) |   | (60,198 | )
|Foreign currency translation adjustment |  | -            |  |   | -               |  |   | -           |  |   | (5,588        | ) |   | -           |   |   | (5,588  | )
|Net loss for the year                   |  | -            |  |   | -               |  |   | -           |  |   | -             |   |   | (23,984     | ) |   | (23,984 | )
|                                        |  |              |  |   |                 |  |   |             |  |   |               |   |   |             |   |   |         |  
|Balance, July 31, 2011                  |  | 9,010,000    |  | $ | 9,010           |  | $ | 54,090      |  | $ | (194          | ) | $ | (152,676    | ) | $ | (89,770 | )

SEE ACCOMPANYING NOTES

---

F-4

SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) STATEMENT OF CASH FLOWS for the years ended July 31, 2011 and
2010 and for the period May 17, 2005 (Date of Inception) to July 31, 2011
(Stated in US Dollars)

|                                                              |   |            |   |   |               |   |   | May 17        |  
|------------------------------------------------------------- | - | ---------- | - | - | ------------- | - | - | ------------- | -
|                                                              |   |            |   |   |               |   |   | 2005 (Date of |  
|                                                              |   | Year ended |   |   | Inception) to |  
|                                                              |   | July 31,   |   |   | July 31,      |  
|                                                              |   | 2011       |   |   | 2010          |   |   | 2011          |  
|                                                              |   |            |   |   |               |   |   |               |  
|Operating Activities                                          |   |            |   |   |               |   |   |               |  
|Net loss for the period                                       | $ | (23,984    | ) | $ | (22,187       | ) | $ | (152,676      | )
|Adjustments to reconcile net loss to net
      cash (used in) |   |            |   |   |               |   |   |               |  
|operating activities:                                         |   |            |   |   |               |   |   |               |  
|Amortization expense                                          |   | -          |   |   | 189           |   |   | 10,945        |  
|Changes in operating assets and liabilities:                  |   |            |   |   |               |   |   |               |  
|Accounts payable                                              |   | 22,714     |   |   | (5,550        | ) |   | 54,406        |  
|                                                              |   |            |   |   |               |   |   |               |  
|Net cash (used in) operating activities                       |   | (1,270     | ) |   | (27,548       | ) |   | (87,325       | )
|                                                              |   |            |   |   |               |   |   |               |  
|Investing Activities                                          |   |            |   |   |               |   |   |               |  
|Website development                                           |   | -          |   |   | -             |   |   | (10,945       | )
|                                                              |   |            |   |   |               |   |   |               |  
|Net cash (used in) investing activities                       |   | -          |   |   | -             |   |   | (10,945       | )
|                                                              |   |            |   |   |               |   |   |               |  
|Financing Activities                                          |   |            |   |   |               |   |   |               |  
|Due to related party                                          |   | 17,926     |   |   | 29,155        |   |   | 47,081        |  
|Issuance of common stock for cash                             |   | -          |   |   | -             |   |   | 63,100        |  
|                                                              |   |            |   |   |               |   |   |               |  
|Net cash provided by financing activities                     |   | 17,926     |   |   | 29,155        |   |   | 110,181       |  
|                                                              |   |            |   |   |               |   |   |               |  
|Effect of foreign exchange on cash                            |   | (5,588     | ) |   | (2,062        | ) |   | (194          | )
|                                                              |   |            |   |   |               |   |   |               |  
|Increase in cash during the period                            |   | 11,068     |   |   | 455           |   |   | 11,717        |  
|                                                              |   |            |   |   |               |   |   |               |  
|Cash and cash equivalents, beginning of the period            |   | 649        |   |   | 1,104         |   |   | -             |  
|                                                              |   |            |   |   |               |   |   |               |  
|Cash and cash equivalents, end of the period                  | $ | 11,717     |   | $ | 649           |   | $ | 11,717        |  

SEE ACCOMPANYING NOTES

---

F-5

SEARCH BY HEADLINES.COM CORP.
(A Development Stage Company) 
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2011 
(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. During the year ended July 31,2010,  the Company ceased operation of  a
specialized internet search engine that features news in a format that allows users to search or submit news by headline. As at July 31,2011, the Company has no business operations.

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.

Financial Instruments

The carrying amounts of financial instruments consisting of cash and cash equivalents, accounts payable and due to related party 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.

---

F-6

Search by Headlines.com Corp.
(A Development Stage Company)
Notes to the Financial Statements 
July 31, 2011 
(Stated in US Dollars) 
Page 2

|Note 2 | Summary of Significant Accounting Policies  (contd)
|------ | -----------------------------------------------------

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid treasury bills readily convertible to cash within 90 days.

Income Taxes

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

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, 2011 and 2010, 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).

---

F-7

Search by Headlines.com Corp.
(A Development Stage Company)
Notes to the Financial Statements 
July 31, 2011 
(Stated in US Dollars) 
Page 3

|Note 2 | Summary of Significant Accounting Policies  (contd)
|------ | -----------------------------------------------------

Foreign Exchange  (contd)

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.

|Note 3 | Capital Stock
|------ | -------------

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.

---

F-8

Search by Headlines.com Corp.(A Development Stage
Company)Notes to the Financial Statements July 31, 2011 (Stated in
US Dollars) Page 4

|Note 4 | Deferred Income Taxes
|------ | ---------------------

The following table summarizes the significant components of
the Companys deferred tax assets:

2011
    
    
    2010Deferred tax assetsNet loss carry-forward
    $
    22,901
    
    $
    19,304Valuation allowance for deferred tax asset
    
    (22,901
    )
    
    (19,304
    )$
    -
    
    $
    -


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, 2011, the Company has accumulated net losses
totalling $152,676, which are available to reduce taxable income in future
taxation years. These losses expire commencing 2026.

|Note  5 | Related Party Transactions
|------- | --------------------------

During the year ended July 31, 2011, the Company received
advances totaling $17,926 (2010: $29,155) from a director of the Company
(advances received total $47,081, since inception). This amount is unsecured,
non-interest bearing and is repayable on demand.

As at July 31, 2011, directors of the Company own 2,000,000
common shares.

---



12

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

None.

ITEM 9A. 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, 2011.

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 rules of the SEC that permit us to provide only managements report
  in this Annual Report.

ITEM 9B. OTHER INFORMATION

None.

---

13

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
  GOVERNANCE

Directors and Executive Officers, Promoters and Control
  Persons

As at October 12, 2011, 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 AppointedJason Hanson
      President, Secretary, Treasurer
        and 
        Director
      34
      October 29, 2009 
        May 17, 2005Peter Hornstein
      Director
      55
      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.

Jason Hanson

Mr. Hanson has worked for Newalta Corporation for eight 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.

We believe Mr. Hanson is qualified to serve on our board of
  directors because of his extensive knowledge of our companys history and
  current operations, which he gained from working for our company as described
  above, in addition to his business experiences as described above.

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.

We believe Mr. Hornstein is qualified to serve on our board of
  directors because of his extensive knowledge of our companys history and
  current operations, which he gained from working for our company as described
  above, in addition to his business experiences as described above.

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 promoter of our company is our president, secretary,
  treasurer and director, Jason Hanson.

---

14

Family Relationships

There are no family relationships among our directors or
  officers.

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in
  any of the following events during the past ten years:

(1) any bankruptcy petition filed by or
  against any business of which such person was an 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 offenses);

(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;

(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;

(5) being the subject of, or a party
  to, any federal or state judicial or administrative order, judgment, decree, or
  finding, not subsequently reversed, suspended or vacated, relating to an alleged
  violation of: (i) any federal or state securities or commodities law or
  regulation; or (ii) any law or regulation respecting financial institutions or
  insurance companies including, but not limited to, a temporary or permanent
  injunction, order of disgorgement or restitution, civil money penalty or
  temporary or permanent cease- and-desist order, or removal or prohibition order;
  or (iii) any law or regulation prohibiting mail or wire fraud or fraud in
  connection with any business entity; or

(6) being the subject of, or a party
  to, any sanction or order, not subsequently reversed, suspended or vacated, of
  any self-regulatory organization (as defined in Section 3(a)(26) of the
  Securities Exchange Act of 1934), any registered entity (as defined in Section
  1(a)(29) of the Commodity Exchange Act), or any equivalent exchange,
  association, entity or organization that has disciplinary authority over its
  members or persons associated with a member.

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. Mr. Hornstein is an independent director as
  defined by Rule 4200(a)(14) of the FINRA Rules and Mr. Hanson is not considered
  independent as he is our president, secretary and treasurer.

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

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.

---

15

Nomination Procedures For Appointment of
  Directors

As of October 12, 2011, 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.

Board Leadership Structure

The positions of our principal executive officer and the
  chairman of our board of directors are served by one individual: Jason Hanson.
  We have determined that the leadership structure of our board of directors is
  appropriate, especially given the early stage of our development and the size of
  our company. Our board of directors provides direct oversight of our risk
  exposure regarding matters relating to financial, operational, legal and
  strategic risks and mitigation strategies for such risks.

Code of Ethics

We have determined that we anticipate not adopting a code of
  ethics due to our limited number of executive officers and the fact that we have
  not commenced any material business operations. We anticipate that we will not
  adopt a code of ethics until we have commenced material business operations or
  have increased the number of our executive officers.

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, 2011, 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 LateReports
      Number of Transactions NotReported on a Timely Basis
      Failure to FileRequested FormsJason Hanson
      nil
      nil
      nilPeter Hornstein
      nil
      nil
      nil


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

ITEM 11. EXECUTIVE COMPENSATION.

The following table summarizes the compensation of our
  executive officers during the two years ended July 31, 2011 and 2010. No other
  officers or directors received annual compensation in excess of $100,000 during
  the last three fiscal years.

---



16

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 ($)
      Total ($)Jason Hanson(1)
        President, Secretary 
        and
        Treasurer
      2011 
        2010
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        NilJoe Loeppky (2)
        Former President, 
        Secretary 
        and
        Treasurer
      2011 
        2010
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil


|(1) | Jason Hanson was appointed as our president, secretary
      and treasurer on October 29, 2009.
|--- | -----------------------------------------------------------------------------------------------
|    |                                                                                                
|(2) | Joe Loeppky resigned as our president, secretary and
      treasurer on October 29, 2009.      

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, 2011, 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, 2011.

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.

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.

---



17

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

The following table sets forth, as at October 12, 2011,
  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 of Beneficial Owner
      Amount and Nature of Beneficial
      Ownership
      Percentage of
      Class(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 (2
            individuals)
      2,000,000
      22.2%Joe Loeppky 
        5520 14B Avenue 
        Delta, BC Canada 
        V4M 2G6
      1,000,000
      11.1%5% shareholder (1 individual)
      1,000,000
      11.1%


| | (1) | Based on 9,010,000 shares of common stock issued and
      outstanding as of October 12, 2011. 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.

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:

---



18

| | (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 July 31, 2011, we received advances of
  $17,926 from a director of our company. This amount is unsecured, non-interest
  bearing and is repayable on demand.

The promoter of our company is our president, secretary,
  treasurer and director, Jason Hanson.

Corporate Governance

Director Independence

We currently act with two directors consisting of Jason Hanson
  and Peter Hornstein. Mr. Hanson is not independent as he is the president,
  secretary treasurer of our company. Mr. Hornstein is an independent director 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. Mr.
  Hornstein is 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, 2011, we did not have any
  related party transactions with our independent director. Our independent
  director did not entered into any transaction, relationship or arrangement
  during the year ended July 31, 2011 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.

Board of Directors

As mentioned above, Mr. Hornstein is an independent director 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.

---



19

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.

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.

---

20

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for the most recently completed
  fiscal year ended July 31, 2011 and for fiscal year ended July 31, 2010 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, 2011
      July 31, 2010Audit Fees
      $5,550
      $4,415Audit Related Fees
      $-
      $-Tax Fees
      $-
      $-All Other Fees
      $-
      $-Total
      $5,550
      $4,415


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 Madsen & Associates, CPAs Inc. and believes that the
  provision of services for activities unrelated to the audit is compatible with
  maintaining Madsen & Associates, CPAs Inc.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

|Exhibit |                                                                                                                                               
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                   
|3.1     | Articles of Incorporation
      (incorporated by reference from our Registration Statement on Form SB-2,
      filed on December 8, 2006)     
|3.2     | Bylaws (incorporated by reference from our
      Registration Statement on Form SB-2, filed on December 8, 2006)                              
|10.1    | Form of Subscription Agreement
      (incorporated by reference from our Registration Statement on Form SB-2,
      filed on December 8, 2006)
|10.2    | Agreement with Web Strike (incorporated by
      reference from our Registration Statement on Form SB-2, filed on December
      8, 2006)     
|31.1*   | Section 302 Certification under
      Sarbanes-Oxley Act of 2002 of Jason Hanson.                                                             
|32.1*   | Section 906 Certification under Sarbanes-Oxley
      Act of 2002 of Jason Hanson.                                                             

* Filed herewith

---

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/Jason
  Hanson
  Jason Hanson, President, Secretary, Treasurer and Director
  (Principal
  Executive Officer, Principal Financial Officer and Principal Accounting Officer) 
  Dated: October 14, 2011

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/Jason
  Hanson
  Jason Hanson, President, Secretary, Treasurer and Director
  (Principal
  Executive Officer, Principal Financial Officer and Principal Accounting Officer) 
  Dated: October 14, 2011

/s/Peter
  Hornstein
  Peter Hornstein, Director 
  Dated: October 14, 2011

---