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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

(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, 2007

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

For the transition period from __________to __________

Commission file number 000-52381

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

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

5520 14B Avenue, Delta, British Columbia, Canada V4M 2G6(Address of principal executive offices)

778.386.3528(Issuers telephone number)

N/A(Former name, former address and former
fiscal year, if changed since last report)

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

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

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

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

Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [ ]

Note  Checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act
from their obligations under those Sections.

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

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- ii -

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

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

Issuer's revenues for its most recent fiscal year ended July 31,
2007 is $Nil.

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 sold, or the average bid and asked prices of such common
equity, as of a specified date within 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

6,010,000 common shares @ $0.01(1)= $60,100

(1)Represents the price at which we last issued
shares. Used only for the purpose of this calculation.

State the number of shares outstanding of each of the issuer's
classes of equity stock, as of the latest practicable date.

9,010,000 common shares issued and outstanding as of
October 26, 2007.

DOCUMENTS INCORPORATED BY REFERENCE

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

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

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1

PART I

|Item 1. | Description of Business.
|------- | ------------------------

This annual report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as may, should,
 expects, plans, anticipates, believes, estimates, predicts,
potential or continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled Risk Factors, that may cause our or our industrys actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

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

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

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

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

Corporate History

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

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

Our Current Business

Our website, SearchbyHeadlines.com features news in a format
that users search or submit news by headline. News is broken down by headline
under industry sectors, then once again by: Public Company News, Private Company
News or Association and Non-Profit News. The site offers free news submission
service for public relations and investor relations representatives as well as
upgraded services. Upgraded users can submit news releases with up to three
different headlines that rotate every four hours.

The three rotating headlines expose the news to visitors every
four hours. The results give companies and organizations valuable search
feedback and data that can be implemented into an overall online marketing
strategy.

Search by Headlines allows users to search by keywords or
headlines for the most relevant targeted news results. News is broken down by
headlines and industry sector so users don't waste time searching news that
isn't relevant to their topic. Search by Headline, Industry Sector and choose
from: Public Company News, Private Company News or Association and Non-Profit
News!

Search by Headlines focuses its content and search on headlines
based on internet usage feedback and data, which suggests that by placing the
right headline in a news release, companies can optimize visibility for a more
specific,

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2

targeted audience. As internet users are exposed to increasing
content and content formats, readers tend to read and scan headlines for
keywords and phrases, followed by the first paragraph.

Our company has become a recognized news source for Google
news, so when news is posted on the site by online registered users, it is
redistributed by Google news within 1-3 hours. The site is currently building
and adding distribution partners.

Google has over 4500 news sources updated continuously. Google
News editors may choose a site of their own accord or they may evaluate and
choose to accept a site upon request by a particular company. In our case, we
requested Google to list us as one of their news sources. Google evaluated our
website and chose to list it as a Google news source after we made a few
adjustments to our website to meet Googles criteria and standards. To become a
news source for Google, there is no direct cost but we did incur some expenses
to make the required changes to our website. For example, we adjusted our page
naming system and modified our service to ensure that the news would be
continuously updated. Google may remove news sources from its index by its own
choice or on popular request, which would most likely be the case concerning
content that is harmful or unacceptable to the public at large.

Current and Anticipated Sources of Revenue

The current primary sources of revenue are upgrade fees for
news submission, payable online via payPal: $30 per news release for upgrade of
releases to include three rotating headlines.

We have established a Google Adsense account, which generates
monthly revenues by advertisements placed strategically on the site. Google
generates monthly reports for click throughs on the advertisements placed on
searchbyheadlines.com. As site traffic increases, the click throughs increase,
generating increased revenue. It's a way for website publishers to provide
Google web and site search to their visitors, and to earn money by displaying
Google advertisements on the search results pages.

We currently offer traditional online advertising in the form
of banner, text and link advertisements. We offer multiple advertising packages
to suit the various advertising needs of different companies.

Our advertising option called News Release Rotation
Advertisements costs $300 per month. We rotate the clients advertisements
through our various news releases.

Our advertising option called Side Bar Advertisements costs
$500 per month. We place the clients advertisements in the static side bar of
our key pages.

Our advertising option called Home Page Advertisements costs
$700 per month. We place the clients advertisements on our home page. The home
page is usually the most valued and highest visited page of any website.

Our future revenue models may include audio headline news
services, with a podcast section, where news release headlines would be read and
recorded in an audio format for a fee and posted on the site.

Marketing

We have submitted the site to multiple search engine
directories, search directories online and have submitted and posted news
releases describing the companies services on online destinations. Currently,
searching www.Google.com results in the companys services being found referred
to on multiple sites.

We have become a recognized news source for Google news, so
when news is posted on the site by online registered users, it is redistributed
by Google news within one to three hours. The site is currently building and
adding distribution partners.

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We have built a customer prospect database of potentially 2000
public relations firms that may potentially use our news distribution services.
We plan to contact many of these prospective clients or target our advertising
to the type of prospective client that we find are in the website. None of these
public relations firm have yet become our customers.

We may attend or sponsor industry trade shows for Search Engine
Optimization related businesses and or Internet Marketing Trade Shows.

Until we obtain further funding our president, Joe Loeppky,
will carry out our on marketing efforts. In the future, we may consider hiring a
marketing contractor or employee, if it is in the best interests of our company.

Technology

We provide two major services to our clients:

| | 1) | A news resources and provider, allowing users to search
      through our headlines and organize their search results. With our built-in
      search software, we accurately index news as it is submitted to our
      site.                                                                                                                                                                                                                                                                                                                                           
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 2) | A news submission service that allows users to submit
      their news and categorize it in the appropriate group. To help keep our
      search results accurate, the user can also enter keywords relevant to
      their news. The unique feature to the news submission service is the
      rotating headline feature, allowing users to submit their news with up to
      three different headlines. Our software changes those headlines every four
      hours. To help syndicate our users news, we offer news feeds separated
      into our major categories.

The system consists of a Web Server, SQL Database, ASPX web
pages, HTML web pages with client side scripting language, and web browsers. The
system handles two types of requests from the user: 1) single page requests; and
2) multiple listing requests. Each piece of news may contain up to three
headlines which are in a four hour rotation.

Suppliers

We host our website and email on servers which are owned and
operated by Web Strike Solutions. The web hosting services are prepaid for one
year and we are not required to pay any additional web hosting fees until June
25, 2008. There are numerous hosting companies all over North America that could
meet our hosting needs. In the event that Web Strike Solutions ceases operations
or discontinues its business relationship with us, we will be able to resume
services with another hosting company on substantially similar terms as
currently exist between our company and In-Vancouver Web Services without
significant disruption to our business.

Competition

There are many companies offering free online news submission
and search services. For example, Prweb (www.Prweb.com), 24-7 Press Release
(www.24-7pressrelease.com) and Topix (www.Topix.net). While these companies do
offer such features as free and upgraded news services, they do not allow users
to search and submit news by headlines. We also have unique features including
multiple rotating headlines. Some of our competitors, such as Prweb, do not
offer the search capability offered by us. Topix does not offer online news
submission for online users. Other unique features of Search By Headlines
include the ability to search news by category of stock news, private company
news, association or non profit news and by industry, and news can be submitted
by three different, rotating headlines.

We believe that we can compete in this industry because we
believe that our unique features, our proposed marketing plan and our
advertising options will enable us to attract sufficient users and advertisers.

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Growth Strategy

We plan on increasing our revenues by increasing our product
offerings and our marketing efforts for each product. We plan to diversify and
offer new services for news distribution including the audio headline services,
unique to the press release industry. We also plan to build our news
distribution partners, adding value to the current services. We will grow our
online content from the free news submission services, which will increase the
revenue from the Google Adsense model. Our company can also grow by partnering
with other online content sites and providing suitable news sources .

Employees

Our company is currently operated by Joe Loeppky as our
president, secretary and treasurer. We periodically hire independent contractors
to execute our marketing, sales, and business development functions. Our company
may hire employees when circumstances warrant. At present, however, our company
does 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.

RISK FACTORS

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

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

Risks Related to our Business

We have had no revenues from operations and if we are not
able to obtain further financing or generate significant revenues from
operations we may be forced to scale back or cease operations or our business
operations may fail.

To date we have not generated any income from our operations
and we have been dependent on sales of our equity securities to meet the
majority of our cash requirements. From our date of inception on May 17, 2005 to
our year ended July 31, 2007, we generated no revenues. As at July 31, 2007, we
had working capital of $13,940. We estimate that we will require approximately
$50,000 to $75,000 to carry out our business plan for the next twelve months.
Because we cannot anticipate when, if ever, we will be able to generate
significant revenues from sales, we will need to raise additional funds to
continue to develop our website to respond to competitive pressures, to sign
agreements with advertisers or to respond to unanticipated requirements or
expenses. If we are unable to generate significant revenues from operations or
obtain financing, then we will not be able to maintain our operations.

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We have only commenced our business operations in May, 2005
and we have a limited operating history. If we cannot successfully manage the
risks normally faced by start-up companies, we may not achieve profitable
operations and ultimately our business may fail.

We have a limited operating history. Our operating activities
since our incorporation on May 17, 2005 consisted primarily of developing our
website, followed by structuring of our marketing efforts and company systems.
Our prospects are subject to the risks and expenses encountered by start up
companies, such as uncertainties regarding our level of future revenues and our
inability to budget expenses and manage growth accordingly and our inability to
access sources of financing when required and at rates favorable to us. Our
limited operating history and the highly competitive nature of the internet news
industry make it difficult or impossible to predict future results of our
operations. We may not establish a clientele that will make us profitable, which
may result in the loss of some or all of your investment in our common stock.

The fact that we have not generated limited revenues since
our incorporation raises substantial doubt about our ability to continue as a
going concern.

We have not generated any revenues since our inception on May
17, 2005. Since we are still in the early stages of operating our company and
because of the lack of operating history at July 31, 2007, we will, in all
likelihood, continue to incur operating expenses without significant revenues
until our website gains significant popularity. Between May 17, 2005 and July
31, 2007, we raised $63,100 through the sale of shares of our common stock. We
estimate our average monthly operating expenses, not including one time expenses
in marketing and in completing construction of our website (approximately $1,500
a month), to be approximately $7,500 per month. We will not be able to expand
our operations beyond current levels without generating significant revenues
from our current operations or obtaining further financing. Our primary source
of funds has been the sale of our common stock. We cannot assure that we will be
able to generate enough interest in our website. If we cannot attract a
significant customer base, we will not be able to generate any significant
revenues or income. In addition, if we are unable to establish and generate
material revenues, or obtain adequate future financing, our business will fail
and you may lose some or all of your investment in our common stock.

We will need to raise additional funds in the near future.
If we are not able to obtain future financing when required, we might be forced
to scale back or cease operations or discontinue our business.

We do not currently have any arrangements for financing and we
can provide no assurance to investors we will be able to find such financing
when such funding is required. Obtaining additional financing would be subject
to a number of factors, including investor acceptance of our product selection
and our business model. Furthermore, there is no assurance that we will not
incur further debt in the future, that we will have sufficient funds to repay
our future indebtedness or that we will not default on our future debts, thereby
jeopardizing our business viability. Finally, we may not be able to borrow or
raise additional capital in the future to meet our needs or to otherwise provide
the capital necessary to maintain our operations, which might result in the loss
of some or all of your investment in our common stock.

Our company anticipates that the funds that were raised from
private placements by way of 31 subscription agreements entered into between May
17, 2005 and July 31, 2007 will not be sufficient to satisfy our cash
requirements for the next twelve month period. Also, there is no assurance that
actual cash requirements will not exceed our estimates. In particular,
additional capital may be required in the event that:

| | 1. | we incur unexpected costs in developing and marketing our
      website;        
| | -- | --------------------------------------------------------------------------------
| |    |                                                                                 
| | 2. | we incur delays and additional expenses as a result of
      technology failure;
| |    |                                                                                 
| | 3. | we are unable to create a substantial market for our
      website; or          
| |    |                                                                                 
| | 4. | we incur any significant unanticipated
  expenses.                              

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The occurrence of any of the aforementioned events could
prevent us from pursuing our business plan, expanding our business operations
and ultimately achieving a profitable level of such operations.

We will depend almost exclusively on outside capital to pay for
the continued development and marketing of our products. Such outside capital
may include the sale of additional stock, shareholder advances and/or commercial
borrowing. There can be no assurance that capital will continue to be available
if necessary to meet these continuing development costs or, if the capital is
available, that it will be on terms acceptable to us. The issuance of additional
equity securities by us will result in a significant dilution in the equity
interests of our current stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.

Two of our directors and officers are engaged in other
business activities and accordingly may not devote sufficient time to our
business affairs, which may affect our ability to conduct operations and
generate revenues.

Two of our directors and officers are involved in other
business activities. Joe Loeppky, our president, secretary, freasurer and
director spends approximately 30 hours per month, or 15%, of his business time
on the management of our company and Peter Hornstein, director, spends
approximately 15 hours per month, or 7%, of his business time on the management
of our company. As a result of their other business endeavors, Mr. Loeppky and
Mr. Hornstein may not be able to devote sufficient time to our business affairs,
which may negatively affect our ability to conduct our ongoing operations and
our ability to generate revenues. In addition, the management of our company may
be periodically interrupted or delayed as a result of other business interests.

All of our assets and all of our directors and officers are
outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us
or any of our directors or officers.

All of our assets are located outside the United States and we
do not currently maintain a permanent place of business within the United
States. In addition, all of our directors and officers are nationals and/or
residents of countries other than the United States, and all or a substantial
portion of such persons assets are located outside the United States. As a
result, it may be difficult for investors to enforce within the United States
any judgments obtained against us or our officers or directors, including
judgments predicated upon the civil liability provisions of the securities laws
of the United States or any state thereof. Consequently, you may be effectively
prevented from pursuing remedies under U.S. federal securities laws against
them.

If we are unable to protect our internet domain name, our
efforts to increase public recognition of our brand may be impaired.

We currently hold the internet domain names SEARCH BY
HEADLINES.com and SEARCH BY HEADLINES.ca. The acquisition and maintenance of
domain names generally is regulated by governmental agencies and their
designees. The regulation of domain names in Canada and in foreign countries is
subject to change. As a result, we may be unable to acquire or maintain relevant
domain names in all countries in which we intend to conduct business. This could
impair our efforts to build brand recognition and to increase traffic to our
website and sales. Furthermore, the relationship between regulations governing
domain names and laws protecting trademarks and similar proprietary rights is
unclear. Therefore, we may be unable to prevent third parties from acquiring
domain names that are similar to our domain names, and infringing upon or
otherwise decreasing the value of any future trademarks or other proprietary
rights that we may develop. We may need to bring legal claims to enforce or
protect such intellectual property rights. Any litigation, whether successful or
unsuccessful, could result in substantial costs and diversions of resources. Any
claims, by or against us, could be time consuming and costly to defend or
litigate, divert our attention and resources and result in the loss of goodwill
associated with our trade names.

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If our operations are disrupted by technological or other
problems, we may lose audience members and not be able to generate revenues from
the sale of advertising on our website. The establishment and maintenance of our
website services business will be essential to the success of the
business.

Our systems could be overwhelmed or could fail for any number
of reasons. We currently promote our products through the internet, and rely on
the use of email to send distributors and wholesalers information regarding our
products. We may not be able to expand our on-line marketing efforts, and may
suffer obstacles in marketing online should the following circumstances occur:

| | 1. | a power or telecommunications failure;  
| | -- | ----------------------------------------
| |    |                                         
| | 2. | human error; or                         
| |    |                                         
| | 3. | a fire, flood or other natural
disaster.

Additionally, our computer systems and those of the third
parties on which we depend may be vulnerable to damage or interruption due to
sabotage, computer viruses or other criminal activities or security breaches.

The computer servers which house our incoming email and our
website are provided through Webstrike Solutions, a non-related, Dallas based
company. If the systems of this company slow down significantly or fail even for
a short time, our customers would suffer delays in data access. These delays
could damage our reputation and cause customers to choose other lighting product
suppliers. We currently do not have any property and business interruption
insurance to compensate us for any losses we may incur. If any of these
circumstances occur, then our ongoing operations may be harmed to the extent
that we will be unable to sell our products through our website, and/or promote
via email and, as a result, you may lose some or all of your investment in our
common stock.

Because our officers, directors and principal shareholders
control a large percentage of our common stock, such insiders have the ability
to influence matters affecting our shareholders.

Our officers and directors, in the aggregate, beneficially own
33.3% of the issued and outstanding shares of our common stock. As a result,
they have the ability to influence matters affecting our shareholders, including
the election of our directors, the acquisition or disposition of our assets, and
the future issuance of our shares. Because our officers, directors and principal
shareholders control such shares, investors may find it difficult to replace our
management if they disagree with the way our business is being operated. Because
the influence by these insiders could result in management making decisions that
are in the best interest of those insiders and not in the best interest of the
investors, you may lose some or all of the value of your investment in our
common stock.

Because we do not have sufficient insurance to cover our
business losses, we might have uninsured losses, increasing the possibility that
you would lose your investment.

We may incur uninsured liabilities and losses as a result of
the conduct of our business. We do not currently maintain any comprehensive
liability or property insurance. Even if we obtain such insurance in the future,
we may not carry sufficient insurance coverage to satisfy potential claims. We
do not carry any business interruption insurance. Should uninsured losses occur,
any purchasers of our common stock could lose their entire investment.

Because we can issue additional common shares, purchasers of
our common stock may incur immediate dilution and may experience further
dilution.

We are authorized to issue up to 100,000,000 common shares, of
which 9,010,000 are issued and outstanding. Our board of directors has the
authority to cause our company to issue additional shares of common stock
without the consent of any of our shareholders. Consequently, our shareholders
may experience more dilution in their ownership of our company in the
future.

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8

Risks Associated with our Common Stock

Because we do not intend to pay any dividends on our common
shares, investors seeking dividend income or liquidity should not purchase
shares in this offering.

We do not currently anticipate declaring and paying dividends
to our shareholders in the near future. It is our current intention to apply net
earnings, if any, in the foreseeable future to increasing our working capital.
Prospective investors seeking or needing dividend income or liquidity should,
therefore, not purchase our common stock. We currently have no revenues and a
history of losses, so there can be no assurance that we will ever have
sufficient earnings to declare and pay dividends to the holders of our shares,
and in any event, a decision to declare and pay dividends is at the sole
discretion of our board of directors, who currently do not intend to pay any
dividends on our common shares for the foreseeable future.

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

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

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

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

|Item 2. | Description of Property.
|------- | ------------------------

Our executive and head office is located at 5520 14B Avenue,
Delta, British Columbia, Canada V4M 2G6. The office is provided to us at no cost
by Joe Loeppky, the president, secretary, treasurer and a director of our
company.

---

9

This operating facility functions as our main operating
facility. We believe our current premises are adequate for our current
operations and we do not anticipate that we will require any additional premises
in the foreseeable future. We anticipate that we will continue to rent the
premises without costs so long as the space requirements of our company do not
require a larger facility.

|Item 3. | Legal Proceedings.
|------- | ------------------

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

|Item 4. | Submission of Matters to a Vote of Security
      Holders.
|------- | ----------------------------------------------------------

None.

PART II

|Item 5. | Market for Common Equity and Related Stockholder
      Matters and Small Business Issuer Purchases of Equity
      Securities.
|------- | ------------------------------------------------------------------------------------------------------------------------------

In the United States, our common shares are traded on the
National Association of Securities Dealers Inc. OTC Bulletin Board under the
symbol SBHL However, the first trade has not yet occurred.

On October 15, 2007, 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.

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

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

---

10

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

|Item 6. | Managements Discussion and Analysis or Plan
      of Operation.
|------- | ----------------------------------------------------------------

The following discussion should be read in conjunction with our
audited consolidated financial statements and the related notes for year ended
July 31, 2007 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 4 of this annual report.

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

Plan of Operations

Results of Operations for the period year ended July 31,
2007.

During the year ended July 31, 2007, covered by our audited
financial statements, we did not generate any revenues. Our operating expenses
for the year ended July 31, 2007, were $39,694, compared to $16,104 for the year
ended July 31, 2006. General and administrative costs were $36,423, compared to
$15,119 for the year ended July 31, 2006. We expect this number to decrease to
approximately $30,000 over the next twelve month period which management expects
will be adequate to support our business operations. Amortization expense was
$3,271, which we expect to remain constant over the next twelve month period. We
recorded interest income of $906 during the year ended July 31, 2007, compared
to $704 for the year ended July 31, 2006.

We had a foreign exchange gain of $2,000 as the Canadian dollar
increased in value against the United States dollar during the year. We cannot
determine with any certainty whether this will re-occur in the next twelve month
period.

We reported a net loss of $36,788 for the year ended July 31,
2007, compared to $8,913 for the year ended July 31, 2006.

Liquidity and Capital Resources

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

Management projects that we may require $50,000 to $75,000 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:

---

11

Estimated Working Capital Expenditures During
      the Next Twelve Month PeriodOperating expendituresMarketing
    $
    10,000-$15,000General and Administrative
    $
    35,000-$40,000Legal and Accounting
    $
    35,000-$40,000Website development costs
    $
    20,000-$30,000Total
    $
    50,000-$75,000


Operating Activities

Operating activities used cash of $24,837 for the year ended
July 31, 2007. The cash used during the period was largely the result of our net
loss for the period.

Investing Activities

Investing activities used cash of $3,775 for the year ended
July 31, 2007, as a result of our website development.

Financing Activities

Financing activities provided cash of $Nil for the year ended
July 31, 2007.

Future Operations

Our primary objectives for the next twelve month period include
the further development of our website and expansion of our marketplace. We
intend on expanding our market-share by:

| | 1. | Marketing our companys news submission fees and multiple
      advertising packages; and,
| | -- | ------------------------------------------------------------------------------------------
| |    |                                                                                           
| | 2. | Adding additional distribution
partners.                                                  

Revenue Processing

Sales may be processed either by cheque or through PayPal.
PayPal is computer software that facilitates electronic payments over the
internet in exchange for a transaction fee. The transaction fees we pay to
PayPal are 3.5% of the sales amount. We plan to establish a policy on additional
charges to customers for using PayPal or discounts for paying by cheque or wire
to cover these costs.

Our User Agreement with PayPal is a contract between our
company and PayPal and relates to our use of the PayPal payment service and the
services provided to us by PayPal. Sales through PayPal are transferred
periodically to our operating bank account.

Marketing

The following is our marketing plan for the next twelve month
period, which is expected to cost approximately $10,000 to $15,000. The costs
will not be passed on to our customers:

| | 1. | Website development to incorporate new and unique tools
      to benefit all aspects of our growing
business.
| | -- | -------------------------------------------------------------------------------------------------------------

---

12

| | 2. | Our company has built a customer prospect database of
      potentially 2000 public relations firms that may potentially use our news
      distribution services. We plan to contact many of these prospective
      clients or target our advertising to the type of prospective client that
      we find are in the website. None of these public relations firms have yet
      become our customers.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                           
| | 3. | Our company may attend or sponsor industry trade shows
      for Search Engine Optimization related businesses and or Internet
      Marketing Trade Shows.                                                                                                                                                                                                                                               

General and Administration

General and administration costs include administration costs,
office, and miscellaneous expenses. Management estimates that, over the next
twelve months, these costs will be between $2,900 per month to $3,300 per month
based on previous costs and possible expansion of our administration over the
next twelve month period. Our company is currently operated by Joe Loeppky as
our President, Secretary and Treasurer. We anticipate that we will periodically
hire independent contractors to execute our marketing, sales, and business
development functions. In the next twelve month period, we plan to hire
independent contractors to assist in business development with an emphasis on
marketing. We may choose to compensate such persons with consideration other
than cash, such as shares of our common stock or options to purchase shares of
our common stock.

Other Expenses

We also incur expenses unrelated to the sales operations
including legal expenses. We expect our ongoing legal expenses to be
approximately $2,000 per month.

In managements opinion, we need to achieve the following
events or milestones in the next twelve month period in order for us to continue
to develop our business:

| | 1. | We must continue to develop new customers. New customers
      have been generated by cold-calls, email lists, web-site hits on our
      website www.searchbyheadlines.com and most importantly, by referrals from
      current customers; and,
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                  
| | 2. | We must increase the orders made by our existing
      customers. This will be accomplished by customer satisfaction with the
      performance and pricing of the existing packages.                                                            

Purchase or Sale of Equipment

We do not anticipate that we will expend any significant amount
on equipment for our present or future operations. We may purchase computer
hardware and software for our ongoing operations, on which we plan to spend
approximately $2,500.

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, 2007, 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, 2007
have incurred losses of $43,914 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 and achieving a break even or profitable level of operations.
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.

---

13

There are no assurances that we will be able to either (1)
achieve a level of revenues adequate to generate sufficient cash flow from
operations; or (2) obtain additional financing through either private
placements, and/or bank financing 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. If adequate working capital is not available we may not
increase our operations.

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.

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 consolidated financial statements is critical to an understanding of our
financials.

Foreign Currency Translation

The financial statements of our company are stated in United
States dollars although we earn substantially all of our revenues in Canadian
currency. The financial statements of our company are translated to United
States dollars under the current rate method in accordance with SFAS No. 52
Foreign Currency Translation. Under the current rate method, all assets and
liabilities are translated at the current rate, while stockholders equity
accounts are translated at the appropriate historical rate. The translation of
all currencies into United States dollars is included solely for your
convenience. Such translation should not be construed as a representation that
our foreign currencies can be converted into United States dollars at that rate
or any other rate. The revenues and expenses that occur evenly over the period
are translated at the weighted-average rate for the period. The cumulative
translation adjustments balance is reported as a component of accumulated other
comprehensive income.

Revenue Recognition

Our company recognizes revenue when delivery has occurred or
services have been rendered and collect-ability is reasonably assured.

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 7. | Financial Statements.
|------- | ---------------------

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, 2007 and 2006

Statement of Operations for the years ended July 31, 2007 and
2006 and for the period May 17, 2005 (Date of Incorporation) to July 31, 2007

Statement of Stockholders Equity for the period May 17, 2005
(Date of Incorporation) to July 31, 2007

---

14

Statement of Cash Flows for the years ended July 31, 2007 and
2006 and for the period May 17, 2005 (Date of Incorporation) to July 31, 2007

Notes to Financial Statements

---

15

SEARCH BY HEADLINES.COM CORP.

(A Development Stage Company)

FINANCIAL STATEMENTS

July 31, 2007

(Stated in US Dollars)

---

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying balance sheet of Search by
Headlines.com Corp. as of July 31, 2007 and the statements of operations,
stockholders' equity and cash flows for the years ended July 31, 2007 and 2006
and the period May 17, 2005 (Date of Inception) to July 31, 2007. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Search by
Headlines.com Corp. as of July 31, 2007 and the results of operations and cash
flows for the years ended July 31, 2007 and 2006 and the period May 17, 2005
(Date of Inception) to July 31, 2007, in conformity with accounting principles
generally accepted in the United States of America.

|Salt Lake City, Utah |                                    
|-------------------- | -----------------------------------
|September 25, 2007   | /s/ Madsen & Associates, CPAs Inc.

---

|SEARCH BY HEADLINES.COM CORP.
|-----------------------------
|(A Development Stage Company)
|BALANCE SHEET                
|July 31, 2007 and 2006       
|(Stated in US Dollars)       

|ASSETS                                                      |   | 2007    |   |   | 2006    |  
|----------------------------------------------------------- | - | ------- | - | - | ------- | -
|                                                            |   |         |   |   |         |  
|Current                                                     |   |         |   |   |         |  
|Cash and cash equivalents                                   | $ | 34,311  |   | $ | 60,923  |  
|Interest receivable                                         |   | -       |   |   | 610     |  
|                                                            |   |         |   |   |         |  
|Total current assets                                        |   | 34,311  |   |   | 61,533  |  
|                                                            |   |         |   |   |         |  
|Website  Note 3                                            |   | 3,459   |   |   | 1,970   |  
|                                                            |   |         |   |   |         |  
|                                                            | $ | 37,770  |   | $ | 63,503  |  
|                                                            |   |         |   |   |         |  
|LIABILITIES                                                 |   |         |   |   |         |  
|                                                            |   |         |   |   |         |  
|Current                                                     |   |         |   |   |         |  
|Accounts payable                                            | $ | 20,371  |   | $ | 9,316   |  
|                                                            |   |         |   |   |         |  
|STOCKHOLDERS EQUITY                                        |   |         |   |   |         |  
|                                                            |   |         |   |   |         |  
|Capital stock  Note 4                                      |   |         |   |   |         |  
|Authorized                                                  |   |         |   |   |         |  
|100,000,000 common
      shares, par value $0.001 per share |   |         |   |   |         |  
|Issued and outstanding                                      |   |         |   |   |         |  
|9,010,000 common
      shares                               |   | 9,010   |   |   | 9,010   |  
|Additional paid-in capital                                  |   | 54,090  |   |   | 54,090  |  
|Comprehensive income                                        |   | 8,487   |   |   | 6,487   |  
|Deficit accumulated during the development
      stage      |   | (54,188 | ) |   | (15,400 | )
|                                                            |   |         |   |   |         |  
|Total stockholders equity                                  |   | 17,399  |   |   | 54,187  |  
|                                                            |   |         |   |   |         |  
|                                                            | $ | 37,770  |   | $ | 63,503  |  

SEE ACCOMPANYING NOTES

---

|SEARCH BY HEADLINES.COM CORP.                                         
|----------------------------------------------------------------------
|(A Development Stage Company)                                         
|STATEMENT OF OPERATIONS                                               
|for the years ended July 31, 2007 and 2006 and                        
|for the period May 17, 2005 (Date of Inception) to July
      31, 2007
|(Stated in US Dollars)                                                

|                                                    |   |             |   |   |               |   |   | May 17,       |  
|--------------------------------------------------- | - | ----------- | - | - | ------------- | - | - | ------------- | -
|                                                    |   |             |   |   |               |   |   | 2005 (Date of |  
|                                                    |   | Years ended |   |   | Inception) to |  
|                                                    |   | July 31,    |   |   | July 31,      |  
|                                                    |   | 2007        |   |   | 2006          |   |   | 2007          |  
|Revenue                                             | $ | -           |   | $ | -             |   | $ | -             |  
|Expenses                                            |   |             |   |   |               |   |   |               |  
|Amortization                                        |   | 3,271       |   |   | 985           |   |   | 4,256         |  
|General and administrative                          |   | 36,423      |   |   | 15,119        |   |   | 51,542        |  
|                                                    |   | 39,694      |   |   | 16,104        |   |   | 55,798        |  
|Loss from operations                                |   | (39,694     | ) |   | (16,104       | ) |   | (55,798       | )
|Interest income                                     |   | 906         |   |   | 704           |   |   | 1,610         |  
|Loss before other                                   |   | (38,788     | ) |   | (15,400       | ) |   | (54,188       | )
|Other:                                              |   |             |   |   |               |   |   |               |  
|Foreign currency translation adjustment             |   | 2,000       |   |   | 6,487         |   |   | 8,487         |  
|Net comprehensive loss for the period               | $ | (36,788     | ) | $ | (8,913        | ) | $ | (45,701       | )
|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

---

|SEARCH BY HEADLINES.COM CORP.                                         
|----------------------------------------------------------------------
|(A Development Stage Company)                                         
|STATEMENT OF STOCKHOLDERS EQUITY                                     
|for the period May 17, 2005 (Date of Inception) to July
      31, 2007
|(Stated in US Dollars)                                                

|                                        |  |              |  |   |           |  |   | Deficit     |  |   |               | 
|--------------------------------------- |  | ------------ |  | - | --------- |  | - | ----------- |  | - | ------------- | 
|                                        |  | Common Stock |  |   |           |  |   | Accumulated |  |   |               | 
|                                        |  |              |  |   |           |  |   | Additional  |  |   |               | 
|                                        |  |              |  |   |           |  |   | Paid-in     |  |   | Comprehensive | 
|                                        |  | Shares       |  |   | Par Value |  |   | Capital     |  |   | Income        | 
|Capital stock issued for cash:          |  |              |  |   |           |  |   |             |  |   |               | 
|August
      2005       - at $0.001     |  | 3,000,000    |  | $ | 3,000     |  | $ | -           |  | $ | -             | 
|September 2005 -
      at $0.01         |  | 6,010,000    |  |   | 6,010     |  |   | 54,090      |  |   | -             | 
|Foreign currency translation adjustment |  | -            |  |   | -         |  |   | -           |  |   | 6,487         | 
|Net loss for the year                   |  | -            |  |   | -         |  |   | -           |  |   | -             | 
|Balance, July 31, 2006                  |  | 9,010,000    |  |   | 9,010     |  |   | 54,090      |  |   | 6,487         | 
|Foreign currency translation adjustment |  | -            |  |   | -         |  |   | -           |  |   | 2,000         | 
|Net loss for the year                   |  | -            |  |   | -         |  |   | -           |  |   | -             | 
|Balance, July 31, 2007                  |  | 9,010,000    |  | $ | 9,010     |  | $ | 54,090      |  | $ | 8,487         | 

SEE ACCOMPANYING NOTES

---

|SEARCH BY HEADLINES.COM CORP.                                          
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|STATEMENT OF CASH FLOWS                                                
|for the years ended July 31, 2007 and 2006 and                         
|for the periods May 17, 2005 (Date of Inception) to July
      31, 2007
|(Stated in US Dollars)                                                 

|                                                  |   |             |   |   |               |   |   | May 17,       |  
|------------------------------------------------- | - | ----------- | - | - | ------------- | - | - | ------------- | -
|                                                  |   |             |   |   |               |   |   | 2005 (Date of |  
|                                                  |   | Years ended |   |   | Inception) to |  
|                                                  |   | July 31,    |   |   | July 31,      |  
|                                                  |   | 2007        |   |   | 2006          |   |   | 2007          |  
|                                                  |   |             |   |   |               |   |   |               |  
|Operating Activities                              |   |             |   |   |               |   |   |               |  
|Net loss for the period                           | $ | (38,788     | ) | $ | (15,400       | ) | $ | (54,188       | )
|Amortization expense                              |   | 2,286       |   |   | 985           |   |   | 3,271         |  
|Changes in operating working capital
      items: |   |             |   |   |               |   |   |               |  
|Interest receivable                               |   | 610         |   |   | (610          | ) |   | -             |  
|Accounts payable                                  |   | 11,055      |   |   | 9,316         |   |   | 20,371        |  
|                                                  |   |             |   |   |               |   |   |               |  
|                                                  |   | (24,837     | ) |   | (5,709        | ) |   | (30,546       | )
|                                                  |   |             |   |   |               |   |   |               |  
|Investing Activity                                |   |             |   |   |               |   |   |               |  
|Website development                               |   | (3,775      | ) |   | (2,955        | ) |   | (6,730        | )
|                                                  |   |             |   |   |               |   |   |               |  
|Financing Activities                              |   |             |   |   |               |   |   |               |  
|Issuance of common stock for cash                 |   | -           |   |   | 63,100        |   |   | 63,100        |  
|                                                  |   |             |   |   |               |   |   |               |  
|Effect of foreign exchange on cash                |   | 2,000       |   |   | 6,487         |   |   | 8,487         |  
|                                                  |   |             |   |   |               |   |   |               |  
|Increase (decrease) in cash during the period     |   | (26,612     | ) |   | 60,923        |   |   | 34,311        |  
|                                                  |   |             |   |   |               |   |   |               |  
|Cash, at beginning of the period                  |   | 60,923      |   |   | -             |   |   | -             |  
|                                                  |   |             |   |   |               |   |   |               |  
|Cash and cash equivalents, end of the period      | $ | 34,311      |   | $ | 60,923        |   | $ | 34,311        |  

SEE ACCOMPANYING NOTES

---

|SEARCH BY HEADLINES.COM CORP.    
|---------------------------------
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|July 31, 2007                    
|(Stated in US Dollars)           

|Note 1 | Organization and Nature of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Search by Headlines.com Corp. was incorporated in the
      State of Nevada on May 17, 2005, with 100,000,000 authorized common shares
      with a par value of $0.001 per share. The Company provides a specialized
      internet search engine that features news in a format that allows users to
      search or submit news by headline.                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The Companys fiscal year end is July 31.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Note 2 | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The preparation of financial statements, in conformity
      with accounting principles generally accepted in the United States of
      America, requires management to make estimates and assumptions that affect
      the reported amounts of assets and liabilities, and disclosure of
      contingent assets and liabilities at the date of the financial statements
      and the reported amounts of revenues and expenses during the reporting
      period. Actual results could vary from those estimates.                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Development Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The Company is a development stage company as defined in
      Statement of Financial Accounting Standards (FAS) No. 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The carrying amounts of financial instruments consisting
      of cash, interest receivable and accounts payable are considered by
      management to be their estimated fair values due to their short term
      maturities. The Company is not exposed to significant interest, currency
      or credit risk arising from its financial instruments.                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Cash and cash equivalents consist of cash and highly
      liquid treasury bulls readily convertible to cash within 90 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Website Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The Company recognizes the costs incurred in the
      development of the Companys website in accordance with EITF 00-2
      Accounting for the Costs of Computer Software Developed or Obtained for
      Internal Use. After technological feasibility is established, direct
      costs incurred during the application stage of development are capitalized
      and amortized over the estimated over the estimated useful life of three
      years. Fees incurred for website hosting are expensed over the period of
      the benefit. Costs of operating the website are expensed as incurred.

---

|Search by Headlines.com Corp.    
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|July 31, 2007                    
|(Stated in US Dollars)  Page 2  

|Note 2 | Summary of Significant Accounting Policies (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Income taxes are recognized in accordance with SFAS No.
      109, Accounting for Income Taxes, whereby deferred income tax
      liabilities or assets at the end of each period are determined by applying
      currently enacted tax rates to temporary differences and loss carry
      forwards. A valuation allowance is recognized on deferred tax assets when
      it is more likely than not that some or all of these deferred tax assets
      will not be realized.                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Basic and Diluted Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | In accordance with SFAS No. 128 Earnings Per Share, the
      basic loss per common share is computed by dividing net loss available to
      common stockholders by the weighted average number of common shares
      outstanding. Diluted loss per common share is computed similar to basic
      loss per common share except that the denominator is increased where the
      effects of options, warrants or other common stock equivalents are
      dilutive.                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | At July 31, 2007 and 2006, basic and diluted loss per
      share are equal because there are no outstanding common stock equivalents.                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Foreign Exchange                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The Companys functional currency is in Canadian dollars
      as substantially all of the Companys operations are in Canada. The
      Company used the United States dollar as its reporting currency for
      consistency with registrants of the Securities and Exchange Commission
      (SEC) in accordance with the FAS No. 52 Foreign Currency Translation.                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Assets and liabilities denominated in a foreign currency
      are translated at the exchange rate in effect at the period-end and
      capital accounts are translated at historical rates. Income statement
      accounts are translated at the average rates of exchange prevailing during
      the period. Translation adjustments from the use of different exchange
      rates from period to period are included in the comprehensive income
      account in Stockholders Equity, if applicable.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Advertising and Market Development                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The Company expenses advertising and market development
      costs as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 3 | Website                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| |         |   | July 31, 2007 | 
| | ------- | - | ------------- | 
| |         |   |               | 
| |         |   | Cost          | 
| |         |   |               | 
| | Website | $ | 6,730         | 

---

|Search by Headlines.com Corp.    
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|July 31, 2007                    
|(Stated in US Dollars)  Page 3  

|Note 3 | Website (contd)
|------ | -----------------

| |         |   | July 31, 2006 | 
| | ------- | - | ------------- | 
| |         |   |               | 
| |         |   | Cost          | 
| |         |   |               | 
| | Website | $ | 2,955         | 

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

| |                                            |   | 2007   |   |   | 2006   |  
| | ------------------------------------------ | - | ------ | - | - | ------ | -
| |                                            |   |        |   |   |        |  
| | Deferred tax assets                        |   |        |   |   |        |  
| | Non-capital loss carry-forward             | $ | 8,130  |   | $ | 2,312  |  
| | Valuation allowance for deferred tax asset |   | (8,130 | ) |   | (2,312 | )
| |                                            |   |        |   |   |        |  
| |                                            | $ | -      |   | $ | -      |  

The amount taking 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, 2007, the Company has
accumulated non-capital losses totalling $54,188, which are available to reduce
taxable income in future taxation years. These losses expire commencing 2026.

|Note 6 | Related Party Transactions                                                                                                                                                                                                                                                                                         
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                    
|       | During the year ended July 31, 2007, the Company incurred
      website development costs charged by a director of the Company totalling
      $1,888 (July 31, 2006: $2,955) and incurred consulting fees charged by a
      company controlled by a director of the Company totalling $10,399 (2006:
      $Nil).
|       |                                                                                                                                                                                                                                                                                                                    
|       | As at July 31, 2007, directors of the Company own
      3,000,000 common shares.                                                                                                                                                                                                                                   

---

24

|Item 8. | Changes In and Disagreements With
      Accountants on Accounting and Financial Disclosure.
|------- | -------------------------------------------------------------------------------------------

None.

|Item 8A. | Controls and Procedures
|-------- | -----------------------

As required by Rule 13a-15 under the Securities Exchange Act of
1934, as of the end of the period covered by the annual report, being July 31,
2007, we have carried out an evaluation of the effectiveness of the design and
operation of our companys disclosure controls and procedures. This evaluation
was carried out under the supervision and with the participation of our
companys management, including our companys principal executive officer and
principal financial officer. Based upon the results of that evaluation, our
companys principal executive officer and principal financial officer have
concluded that, as of the end of the period covered by this annual report, our
companys disclosure controls and procedures were effective and provide
reasonable assurance that material information related to our company and our
subsidiary is recorded, processed and reported in a timely manner.

Our companys directors and officers, are responsible for the
design of internal controls over financial reporting. The fundamental issue is
to ensure all transactions are properly authorized and identified and entered
into a well-designed, robust and clearly understood system on a timely basis to
minimize risk of inaccuracy, failure to fairly reflect transactions, failure to
fairly record transactions necessary to present financial statements in
accordance with generally accepted account principles, unauthorized receipts and
expenditures, or the inability to provide assurance that unauthorized
acquisitions or dispositions of assets can be detected. The small size of our
company makes the identification and authorization process relatively simple and
efficient and a process for reviewing internal controls over financial reporting
has been developed. To the extent possible given our companys small size, the
internal control procedures provide for separation of duties for handling,
approving and coding invoices, entering transactions into the accounts, writing
cheques and requests for wire transfers and also require two signatures on
significant payments. As of July 31, 2007, our companys sole director and
officer conclude that our companys system of internal controls is adequate and
comparable to those of issuers of a similar size and nature. There were no
changes to our companys internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
including any significant deficiencies or material weaknesses of internal
controls that would require corrective action.

|Item 8B. | Other Information
|-------- | -----------------

None.

PART III

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

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS

As at October 26, 2007, our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

Name
    Position Held with the Company
    Age
    Date First Elected or AppointedJoe Loeppky
    President, Secretary, Treasurer and
      Director
    29
    May 17, 2005Jason Hanson
    Director
    31
    May 17, 2005Peter Hornstein
    Director
    50
    May 17, 2005


---

25

Business Experience

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

Joe Loeppky

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

Jason Hanson

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

Peter Hornstein

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

Committees of the Board

We do not have a separate audit committee at this time. Our
entire board of directors acts as our audit committee.

Promoters

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

Family Relationships

There are no family relationships among our directors or
officers.

Involvement in Certain Legal Proceedings

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

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                    
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offences);                                                     

---

26

| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.             

Audit Committee Financial Expert

Our board of directors has determined that we do not have a
board member that qualifies as an "audit committee financial expert" as defined
in Item 401(e) of Regulation S-B, nor do we have a board member that qualifies
as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A
under the Securities Exchange Act of 1934, as amended, and as defined by Rule
4200(a)(14) of the FINRA Rules.

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 and the fact the we have not generated any positive
cash flows from operations to date.

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, 2007, all filing requirements
applicable to its officers, directors and greater than 10% percent beneficial
owners were complied with, with the exception of the following:

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


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

---

27

|Item 10. | Executive Compensation.
|-------- | -----------------------

The following table summarizes the compensation of our
executive officers during the two years ended July 31, 2007 and 2006. No other
officers or directors received annual compensation in excess of $100,000 during
the last three fiscal years.

SUMMARY COMPENSATION
      TABLEName
      and Principal Position
    Year
    Salary ($)
    Bonus ($)
    Stock Awards
      ($)
    Option Awards
      ($)
    Non-Equity
      Incentive Plan Compensa- tion
      ($)
    Change in Pension Value and
      Nonqualified Deferred Compensation
      Earnings ($)
    All
      Other Compensa- tion ($)
    Total ($)Joe Loeppky President, Secretary
      and Treasurer(1)
    2007 2006
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    $1,888 $2,955
    $1,888 $2,955


|(1) | Joe Loeppky was appointed as our president, secretary and
      treasurer on May 17, 2005.
|--- | ------------------------------------------------------------------------------------------

Employment/Consulting Agreements

We have not entered into any employment agreement or consulting
agreements with our 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.

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, where the value of such compensation exceeds $60,000 per
executive officer.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers, except that
our directors and executive officers may receive stock options at the discretion
of our board of directors.

Stock Option Plan

Currently, there are no stock option plans in favour of any
officers, directors, consultants or employees of our company.

Stock Options/SAR Grants

There were no grants of stock options or stock appreciation
rights to any officers, directors, consultants or employees of our company
during the fiscal year ended July 31, 2007.

Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year End Values

There were no stock options outstanding as at July 31, 2007.

---

28

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, 2007.

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.

Report on Executive Compensation

Our compensation program for our executive officers is
administered and reviewed by our board of directors. Historically, executive
compensation consists of a combination of base salary and bonuses. Individual
compensation levels are designed to reflect individual responsibilities,
performance and experience, as well as the performance of our company. The
determination of discretionary bonuses is based on various factors, including
implementation of our business plan, acquisition of assets, development of
corporate opportunities and completion of financing.

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

The following table sets forth, as at October 26, 2007, 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)Joe Loeppky 5520 14B Avenue Delta, BC Canada
      V4M 2G6
    1,000,000
    11.1%Jason Hanson 308-210 West 16thStreet North Vancouver, BC Canada V7M 1T6
    1,000,000
    11.1%Peter Hornstein 1647 Summerhill Ct
      Surrey, BC Canada V4A 8S5
    1,000,000
    11.1%Directors and Officers as a group (3
      individuals)
    3,000,000
    33.3%


|(1) | Based on 9,010,000 shares of common stock issued and
      outstanding as of October 26, 2007. Except as otherwise indicated, we
      believe that the beneficial owners of the common stock listed above, based
      on information furnished by
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

29

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 12. | Certain Relationships and Related
      Transactions, and Director Independence.
|-------- | --------------------------------------------------------------------------------

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

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

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

|Item 13. | Exhibits.
|-------- | ---------

|Exhibit | Description                                                                                                                         
|------- | ------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                     
|        |                                                                                                                                     
|3.1     | Articles of Incorporation (incorporated by reference from
      our Registration Statement on Form SB- 2, filed on December 8, 2006)

---

30

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

* Filed herewith

---

31

SIGNATURES

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

SEARCH BY HEADLINES.COM.CORP

|By: /s/ Joe Loeppky                                                            
|-------------------------------------------------------------------------------
|Joe Loeppky President, Secretary, Treasurer and Director                       
|(Principal Executive Officer, Principal Financial Officer
      and Controller)
|Dated: November 6, 2007                                                        

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

|By: /s/ Joe Loeppky                                                            
|-------------------------------------------------------------------------------
|Joe Loeppky President, Secretary, Treasurer and Director                       
|(Principal Executive Officer, Principal Financial Officer
      and Controller)
|Dated: November 6, 2007                                                        
|                                                                               
|By: /s/ Jason Hanson                                                           
|Jason Hanson, Director                                                         
|Dated: November 6, 2007                                                        
|                                                                               
|By: /s/ Peter Hornstein                                                        
|Peter Hornstein, Director                                                      
|Dated: November 6, 2007                                                        

---