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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
  Washington, D.C.
20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2011

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 000-52381

SEARCH BY HEADLINES.COM
CORP(Exact name of registrant as specified in its
charter)

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

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

(778) 386-3528(Registrants telephone number,
including area code)

Not Applicable(Former name, former address and
former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.Yes [X]     No
[   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
(Not currently applicable to the registrant)Yes [ 
 ]     No [   ]



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- 2 -

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

|Large accelerated filer [   ] |                                               | Accelerated filer [   ]      
|----------------------------- | --------------------------------------------- | -----------------------------
|Non-accelerated filer [   ]   | (Do not check if a smaller reporting company) | Smaller reporting company [X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 9,010,000 common
shares issued and outstanding as of March 11, 2011.

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- 3 -

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

These financial statements have been prepared by Search By
Headlines.Com Corp. and are unaudited pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted in accordance
with such Securities and Exchange Commission rules and regulations. In the
opinion of management, the accompanying statements contain all adjustments
(consisting solely of normal recurring adjustments) necessary to present fairly
the results of the interim periods presented. The results for these interim
periods are not necessarily indicative of the results for the entire year.

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SEARCH BY HEADLINES.COM CORP.

(A Development Stage Company)

FINANCIAL STATEMENTS

January 31, 2011

(Stated in US Dollars)

(Unaudited)

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SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) BALANCE SHEET January 31, 2011 and July 31, 2010 (Stated in
US Dollars)

|                                                                                                                                                                    |   | Unaudited   |   |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | -------- | -
|                                                                                                                                                                    |   | January 31, |   |   | July 31, |  
|                                                                                                                                                                    |   | 2011        |   |   | 2010     |  
|                                                                                                                                                                    |   |             |   |   |          |  
|**ASSETS**                                                                                                                                                          |  
|                                                                                                                                                                    |   |             |   |   |          |  
|Current                                                                                                                                                             |   |             |   |   |          |  
|Cash and cash equivalents                                                                                                                                           | $ | 5,430       |   | $ | 649      |  
|                                                                                                                                                                    |   |             |   |   |          |  
|LIABILITIES                                                                                                                                                         |  
|                                                                                                                                                                    |   |             |   |   |          |  
|Current                                                                                                                                                             |   |             |   |   |          |  
|Accounts payable                                                                                                                                                    | $ | 51,994      |   | $ | 31,692   |  
|Due to related party  Note 3                                                                                                                                       |   | 29,934      |   |   | 29,155   |  
|                                                                                                                                                                    |   |             |   |   |          |  
|                                                                                                                                                                    |   | 81,928      |   |   | 60,847   |  
|                                                                                                                                                                    |   |             |   |   |          |  
|STOCKHOLDERS DEFICIENCY                                                                                                                                            |  
|                                                                                                                                                                    |   |             |   |   |          |  
|Capital stock  Note 3                                                                                                                                              |   |             |   |   |          |  
|Authorized 
                100,000,000 common
      shares, par value $0.001 per share       Issued
      and outstanding           
      9,010,000 common shares |   | 9,010       |   |   | 9,010    |  
|Additional paid-in capital                                                                                                                                          |   | 54,090      |   |   | 54,090   |  
|Accumulated other comprehensive income                                                                                                                              |   | 3,559       |   |   | 5,394    |  
|Deficit accumulated during the development stage                                                                                                                    |   | (143,157    | ) |   | (128,692 | )
|                                                                                                                                                                    |   |             |   |   |          |  
|Total stockholders deficiency                                                                                                                                      |   | (76,498     | ) |   | (60,198  | )
|                                                                                                                                                                    |   |             |   |   |          |  
|                                                                                                                                                                    | $ | 5,430       |   | $ | 649      |  

SEE ACCOMPANYING NOTES

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SEARCHBYHEADLINES.COMCORP.(A Development Stage Company) STATEMENT OF OPERATIONS
AND COMPREHENSIVE LOSS for the three and six months ended January 31, 2011
and 2010 and for the period May 17, 2005 (Date of Inception) to January 31,
2011 (Stated in US Dollars) 
  (Unaudited)

|                                                     |   |                    |   |   |                  |   |   |               |   |   |           |   |   | May 17,       |  
|---------------------------------------------------- | - | ------------------ | - | - | ---------------- | - | - | ------------- | - | - | --------- | - | - | ------------- | -
|                                                     |   |                    |   |   |                  |   |   |               |   |   |           |   |   | 2005 (Date of |  
|                                                     |   | Three months ended |   |   | Six months ended |   |   | Inception) to |  
|                                                     |   | January 31,        |   |   | January 31,      |   |   | January 31,   |  
|                                                     |   | 2011               |   |   | 2010             |   |   | 2011          |   |   | 2010      |   |   | 2011          |  
|                                                     |   |                    |   |   |                  |   |   |               |   |   |           |   |   |               |  
|Revenue                                              | $ | -                  |   | $ | -                |   | $ | -             |   | $ | -         |   | $ | -             |  
|                                                     |   |                    |   |   |                  |   |   |               |   |   |           |   |   |               |  
|Expenses                                             |   |                    |   |   |                  |   |   |               |   |   |           |   |   |               |  
|Amortization                                         |   | -                  |   |   | -                |   |   | -             |   |   | 189       |   |   | 10,945        |  
|General and administrative                           |   | 11,295             |   |   | 3,828            |   |   | 14,465        |   |   | 14,629    |   |   | 133,822       |  
|                                                     |   |                    |   |   |                  |   |   |               |   |   |           |   |   |               |  
|Loss from operations                                 |   | (11,295            | ) |   | (3,828           | ) |   | (14,465       | ) |   | (14,818   | ) |   | (144,767      | )
|                                                     |   |                    |   |   |                  |   |   |               |   |   |           |   |   |               |  
|Interest income                                      |   | -                  |   |   | -                |   |   | -             |   |   | -         |   |   | 1,610         |  
|                                                     |   |                    |   |   |                  |   |   |               |   |   |           |   |   |               |  
|Net loss                                             |   | (11,295            | ) |   | (3,828           | ) |   | (14,465       | ) |   | (14,818   | ) |   | (143,157      | )
|                                                     |   |                    |   |   |                  |   |   |               |   |   |           |   |   |               |  
|Other comprehensive loss:                            |   |                    |   |   |                  |   |   |               |   |   |           |   |   |               |  
|Foreign currency       
      translation adjustment |   | (1,193             | ) |   | 59               |   |   | (1,835        | ) |   | (70       | ) |   | 3,559         |  
|                                                     |   |                    |   |   |                  |   |   |               |   |   |           |   |   |               |  
|Comprehensive loss for the period                    | $ | (12,488            | ) | $ | (3,769           | ) | $ | (16,300       | ) | $ | (14,888   | ) | $ | (139,598      | )
|                                                     |   |                    |   |   |                  |   |   |               |   |   |           |   |   |               |  
|Basic and diluted loss per share                     | $ | (0.00              | ) | $ | (0.00            | ) | $ | (0.00         | ) | $ | (0.00     | ) |   |               |  
|                                                     |   |                    |   |   |                  |   |   |               |   |   |           |   |   |               |  
|Weighted average number of shares outstanding        |   | 9,010,000          |   |   | 9,010,000        |   |   | 9,010,000     |   |   | 9,010,000 |   |   |               |  

SEE ACCOMPANYING NOTES

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

|                                        |  |              |  |   |             |  |   |             |  |   |               |   |   | Deficit     |   |   |         |  
|--------------------------------------- |  | ------------ |  | - | ----------- |  | - | ----------- |  | - | ------------- | - | - | ----------- | - | - | ------- | -
|                                        |  | Common Stock |  |   | Accumulated |  |   | Accumulated |  |   |               |  
|                                        |  |              |  |   |             |  |   | Additional  |  |   | Other         |   |   | During the  |   |   |         |  
|                                        |  |              |  |   |             |  |   | Paid-in     |  |   | Comprehensive |   |   | Development |   |   |         |  
|                                        |  | Shares       |  |   | Par Value   |  |   | Capital     |  |   | Income        |   |   | Stage       |   |   | Total   |  
|Balance, May 17, 2005 (inception)       |  | -            |  |   | -           |  |   | -           |  |   | -             |   |   | -           |   |   | -       |  
|Capital stock issued for cash:          |  |              |  |   |             |  |   |             |  |   |               |   |   |             |   |   |         |  
|August 2005
      - at $0.001           |  | 3,000,000    |  | $ | 3,000       |  | $ | -           |  | $ | -             |   | $ | -           |   | $ | 3,000   |  
|September 2005 - at $0.01               |  | 6,010,000    |  |   | 6,010       |  |   | 54,090      |  |   | -             |   |   | -           |   |   | 60,100  |  
|Foreign currency translation adjustment |  | -            |  |   | -           |  |   | -           |  |   | 6,487         |   |   | -           |   |   | 6,487   |  
|Net loss for the year                   |  | -            |  |   | -           |  |   | -           |  |   | -             |   |   | (15,400     | ) |   | (15,400 | )
|                                        |  |              |  |   |             |  |   |             |  |   |               |   |   |             |   |   |         |  
|Balance, July 31, 2006                  |  | 9,010,000    |  |   | 9,010       |  |   | 54,090      |  |   | 6,487         |   |   | (15,400     | ) |   | 54,187  |  
|Foreign currency translation adjustment |  | -            |  |   | -           |  |   | -           |  |   | 2,000         |   |   | -           |   |   | 2,000   |  
|Net loss for the year                   |  | -            |  |   | -           |  |   | -           |  |   | -             |   |   | (38,788     | ) |   | (38,788 | )
|                                        |  |              |  |   |             |  |   |             |  |   |               |   |   |             |   |   |         |  
|Balance, July 31, 2007                  |  | 9,010,000    |  |   | 9,010       |  |   | 54,090      |  |   | 8,487         |   |   | (54,188     | ) |   | 17,399  |  
|Foreign currency translation adjustment |  | -            |  |   | -           |  |   | -           |  |   | 775           |   |   | -           |   |   | 775     |  
|Net loss for the period                 |  | -            |  |   | -           |  |   | -           |  |   | -             |   |   | (23,383     | ) |   | (23,383 | )
|                                        |  |              |  |   |             |  |   |             |  |   |               |   |   |             |   |   |         |  
|Balance, July 31, 2008                  |  | 9,010,000    |  |   | 9,010       |  |   | 54,090      |  |   | 9,262         |   |   | (77,571     | ) |   | (5,209  | )
|Foreign currency translation adjustment |  | -            |  |   | -           |  |   | -           |  |   | (1,806        | ) |   | -           |   |   | (1,806  | )
|Net loss for the year                   |  | -            |  |   | -           |  |   | -           |  |   | -             |   |   | (28,934     | ) |   | (28,934 | )
|                                        |  |              |  |   |             |  |   |             |  |   |               |   |   |             |   |   |         |  
|Balance July 31, 2009                   |  | 9,010,000    |  |   | 9,010       |  |   | 54,090      |  |   | 7,456         |   |   | (106,505    | ) |   | (35,949 | )
|Foreign currency translation adjustment |  | -            |  |   | -           |  |   | -           |  |   | (2,062        | ) |   |             |   |   | (2,062  | )
|Net loss for the year                   |  | -            |  |   | -           |  |   | -           |  |   | -             |   |   | (22,187     | ) |   | (22,187 | )
|                                        |  |              |  |   |             |  |   |             |  |   |               |   |   |             |   |   |         |  
|Balance July 31, 2010                   |  | 9,010,000    |  |   | 9,010       |  |   | 54,090      |  |   | 5,394         |   |   | (128,692    | ) |   | (60,198 | )
|Foreign currency translation adjustment |  | -            |  |   | -           |  |   | -           |  |   | (1,835        | ) |   | -           |   |   | (1,835  | )
|Net loss for the period                 |  | -            |  |   | -           |  |   | -           |  |   | -             |   |   | (14,465     | ) |   | (14,465 | )
|                                        |  |              |  |   |             |  |   |             |  |   |               |   |   |             |   |   |         |  
|Balance, January 31, 2011               |  | 9,010,000    |  | $ | 9,010       |  | $ | 54,090      |  | $ | 3,559         |   | $ | (143,157    | ) | $ | (76,498 | )

SEE ACCOMPANYING NOTES

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

|                                                         |   |                  |   |   |               |   |   | May 17        |  
|-------------------------------------------------------- | - | ---------------- | - | - | ------------- | - | - | ------------- | -
|                                                         |   |                  |   |   |               |   |   | 2005 (Date of |  
|                                                         |   | Six months ended |   |   | Inception) to |  
|                                                         |   | January 31,      |   |   | January 31,   |  
|                                                         |   | 2011             |   |   | 2010          |   |   | 2011          |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Operating Activities                                     |   |                  |   |   |               |   |   |               |  
|Net loss for the period                                  | $ | (14,465          | ) | $ | (14,818       | ) | $ | (143,157      | )
|Amortization expense                                     |   | -                |   |   | 189           |   |   | 10,945        |  
|Changes in operating working
      capital item:         |   |                  |   |   |               |   |   |               |  
|Accounts payable                                         |   | 20,302           |   |   | (7,612        | ) |   | 51,994        |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Net cash Provided by (Used in) operating activities      |   | 5,837            |   |   | (22,241       | ) |   | (80,218       | )
|                                                         |   |                  |   |   |               |   |   |               |  
|Investing Activities                                     |   |                  |   |   |               |   |   |               |  
|Website development                                      |   | -                |   |   | -             |   |   | (10,945       | )
|                                                         |   |                  |   |   |               |   |   |               |  
|Net cash (Used in) investing activities                  |   | -                |   |   | -             |   |   | (10,945       | )
|                                                         |   |                  |   |   |               |   |   |               |  
|Financing Activities                                     |   |                  |   |   |               |   |   |               |  
|Due to related party                                     |   | 779              |   |   | 28,014        |   |   | 29,934        |  
|Issuance of common stock
      for cash                  |   | -                |   |   | -             |   |   | 63,100        |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Net cash Provided by financing activities                |   | 779              |   |   | 28,014        |   |   | 93,034        |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Effect of foreign exchange on cash                       |   | (1,835           | ) |   | (70           | ) |   | 3,559         |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Increase (decrease) in cash during the period            |   | 4,781            |   |   | 5,703         |   |   | 5,430         |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Cash and cash equivalents, beginning of the
      period |   | 649              |   |   | 1,104         |   |   | -             |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Cash and cash equivalents, end of the period             | $ | 5,430            |   | $ | 6,807         |   | $ | 5,430         |  

SEE ACCOMPANYING NOTES

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SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) NOTES TO THE FINANCIAL STATEMENTS January 31, 2011 (Stated
in US Dollars) 
  (Unaudited)

|Note 1 | Interim Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | While the information presented in the accompanying
      interim three months financial statements is unaudited, it includes all
      adjustments which are, in the opinion of management, necessary to present
      fairly the financial position, results of operations and cash flows for
      the interim periods presented. These interim financial statements follow
      the same accounting policies and methods of their application as the
      Companys July 31, 2010 annual financial statements. All adjustments are
      of a normal recurring nature. It is suggested that these interim financial
      statements be read in conjunction with the Companys July 31, 2010 annual
      financial statements.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Note 2 | Nature of Business and Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | Search by Headlines.com Corp. was incorporated in the
      State of Nevada on May 17, 2005, with 100,000,000 authorized common shares
      with a par value of $0.001 per share. During the year ended July 31, 2010,
      the Company stopped pursuing the use of a specialized internet search
      engine that features news in a format that allows users to search or
      submit news by headline. As of January 31, 2011, the Company has no
      business operations.                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | The Companys fiscal year end is July 31.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | The accompanying financial statements have been prepared
      assuming that the Company will continue as a going concern. The Company
      does not have sufficient working capital for its planned activity and to
      service its debt, which raises substantial doubt about its ability to
      continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | Continuation of the Company as a going concern is
      dependent upon obtaining additional working capital and the management of
      the Company has developed a strategy, which it believes will accomplish
      this objective through short-term loans from directors and additional
      equity investment, which will enable the Company to continue operations
      for the coming year.                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Note 3 | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | As of January 31, 2011, the Company has received advances
      of $29,934 from a director of the Company. This amount is unsecured,
      non-interest bearing and is repayable on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | As of January 31, 2011, directors of the Company own
      2,000,000 common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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- 4 -

Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations.

Forward-Looking Statements

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
may, should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in
conjunction with our financial statements and the related notes that appear
elsewhere in this quarterly report. 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
quarterly report, particularly in the section entitled Risk Factors of this
quarterly report.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to common
shares refer to the common shares in our capital stock.

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

Current Business

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

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

Management of our company believes that there are benefits to
being a reporting company with a class of securities quoted on the OTC Bulletin
Board, such as (i) the ability to use registered securities to acquire assets or
businesses; (ii) increased visibility in the financial community; (iii) the
facilitation of borrowing from financial institutions; (iv) potentially improved
trading efficiency; (v) potential stockholder liquidity; (vi) potentially
greater ease in raising capital subsequent to an acquisition; (vii) potential
compensation of key employees through stock options; (viii) potentially enhanced
corporate image; and (ix) a presence in the United States capital market.

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

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- 5 -

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

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

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

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

Results of Operations for the three month period ended
January 31, 2011

During the three month period ended January 31, 2011, covered
by our unaudited financial statements, we did not generate any revenues. Our
loss from operations for the three month period ended January 31, 2011 was
$11,295 compared to a loss of $3,828 for the three month period ended January
31, 2010. The increase was due to our general and administrative expenses
increasing. General and administrative expenses were $11,295 for the three
months ended January 31, 2011, compared to $3,828 for the three months ended
January 31, 2010. The increase was due to legal and accounting expensesincreasing in 2011.

We did not record any amortization expenses or interest income
for the three month periods ended January 31, 2011 and January 31, 2010.

Our net comprehensive loss for the three months ended January
31, 2011 was $12,488, or $0.00 per share, as compared to a net loss of $3,769,
or $0.00 per share, for the three months ended January 31, 2010. The increase in
comprehensive loss was due to our increased general and administrative expense
and a foreign currency adjustment loss of $1,193 for the three months ended
January 31, 2011, compared to a foreign currency gain of $59 in the three months
ended January 31, 2010.

Results of Operations for the six month period ended January
31, 2011

During the six month period ended January 31, 2011, covered by
our unaudited financial statements, we did not generate any revenues. Our loss
from operations for the six month period ended January 31, 2011 was $14,465
compared to a loss of $14,818 for the six month period ended January 31, 2010.
The decrease was due to a decrease in amortization expense in 2011.

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- 6 -

General and administrative expenses were $14,465 for the six
months ended January 31, 2011, compared to $14,629 for the six months ended
January 31, 2010. Our general and administrative expenses are comprised
primarily of legal and accounting fees.

Amortization expenses were $nil for the six months ended
January 31, 2011, compared to $189 for the six months ended January 31, 2010.
The decrease of $189 was due to the fact that the website costs have been fully
amortized.

We did not record any interest income for the six month periods
ended January 31, 2011 and January 31, 2010.

Our comprehensive loss for the six months ended January 31,
2011 was $16,300, or $0.00 per share, as compared to a net comprehensive loss of
$14,888, or $0.00 per share, for the six months ended January 31, 2010. The
decrease in comprehensive loss was primarily due to the fact that the foreign
currency translation loss increased from $70 for the three month period ended
January 31, 2010 compared to $1,835 for the three month period ended January 31,
2011.

Liquidity and Capital Resources

|Working Capital           |                   |               
|------------------------- | ----------------- | --------------
|                          | As at January 31, | As at July 31,
|                          | 2011              | 2010          
|                          |                   |               
|Current Assets            | $5,430            | $649          
|Current Liabilities       | $81,928           | $60,847       
|Working Capital (Deficit) | $(76,498)         | $(60,198)     

|Cash Flows                                                  |                  |                 
|----------------------------------------------------------- | ---------------- | ----------------
|                                                            | Six Months       | Six Months      
|                                                            | Ended            | Ended           
|                                                            | January 31, 2011 | January 31, 2010
|                                                            |                  |                 
|Cash Flows Provided By/(Used In) Operating
      Activities | $5,837           | $(22,241)       
|Cash Flows (Used In)/Provided By Investing Activities       | nil              | nil             
|Cash Flows Provided By Financing Activities                 | $779             | $28,014         
|Effect of Foreign Exchange on Cash                          | $(1,835)         | $(70)           
|Net increase (decrease) in Cash During
      Period         | $4,781           | $5,703          

Operating Activities

Our cash provided by operating activities increased by $28,078
primarily due to an increase in accounts payable from $(7,612) for the six month
period ended January 31, 2010 to $20,302 for the six month period ended January
31, 2011.

Investing Activities

We did not have any investing activities for the six month
periods ended January 31, 2011 or January 31, 2010.

Financing Activities

Financing activities provided cash of $779 for the six month
period ended January 31, 2011, compared to providing $28,014 for the six month
period ended January 31, 2010. The financing received during the quarter ended
January 31, 2011 was due to an advance of $779 received from a director of our
company.

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- 7 -

Effect of Foreign Exchange on Cash

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

Future Operations

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

Future Financing

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

Purchase or Sale of Equipment

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

Anticipated Cash Resources

Presently, we have no revenue 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 $40,000 to $55,000 in
addition to our current cash to fund our operating expenditures for the next
twelve month period. Projected working capital requirements for the next twelve
month period are broken down as follows:

Estimated Working Capital Expenditures During
      the Next Twelve Month PeriodOperating expendituresFinancing or Funding
    
    $10,000-$15,000General and Administrative
    
    $10,000-$15,000Legal and Accounting
    
    $20,000-$25,000Total
    
    $40,000-$55,000


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

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

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

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, 2010, our independent auditors included an explanatory paragraph
regarding concerns about our ability to continue as a going concern.

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- 8 -

We have historically incurred losses, and through January 31,
2011 have incurred a cumulative net loss of $143,157 from our inception on May
17, 2005. Because of these historical losses, we will require additional working
capital to develop our business operations. We intend to raise additional
working capital through private placements, and/or advances from related parties
or shareholder loans.

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

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

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

Application of Critical Accounting Policies

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

Financial Instruments

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

Website Costs

After technological feasibility is established, direct costs
incurred during the application stage of development are capitalized and
amortized over the estimated useful life of three years. Fees incurred for
website hosting are expensed over the period of the benefit. Costs of operating
the website are expensed as incurred.

Income Taxes

Deferred income tax liabilities or assets at the end of each
period are determined by applying currently enacted tax rates to temporary
differences and loss carry forwards. A valuation allowance is recognized on
deferred tax assets when it is more likely than not that some or all of these
deferred tax assets will not be realized.

Foreign Exchange

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

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- 9 -

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

Recent Accounting Pronouncements

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

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- 10 -

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not Applicable.

Item 4T. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SECs rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our principal executive officer, principal
financial officer and principal accounting officer, to allow timely decisions
regarding required disclosure.

As required by Rule 13a-15 under the Securities Exchange Act of
1934, as of the end of the period covered by the quarterly report, being January
31, 2011, our principal executive officer, who is also our principal financial
officer, has carried out an evaluation of the effectiveness of the design and
operation of our companys disclosure controls and procedures and our companys
internal control over financial reporting. Based upon that evaluation, our
companys principal executive officer and principal financial officer concluded
that our disclosure controls and procedures are effective in timely alerting
management to material information relating to us required to be included in our
periodic SEC filings as at the end of the period covered by this report.

Changes to Internal Control over Financial Reporting

During our most recently completed fiscal quarter ended January
  31, 2011 there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

Internal Control over Financial Reporting

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, our principal executive
and principal financial officers, or persons performing similar functions, and
effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:

| | (a) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      our assets;                                                                                                                                                                                               
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                          
| | (b) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of our company are being made only in accordance
      with authorizations of our management and directors; and,
| |     |                                                                                                                                                                                                                                                                                                                                                          
| | (c) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of our
      assets that could have a material effect on the financial
    statements.                                                                                                                                       

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- 11 -

PART II - OTHER INFORMATION

Item 1. 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 shareholder,
is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this quarterly 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 quarterly 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 Associated with our Company

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

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

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

Since 2008, there has been a downturn in general worldwide
economic conditions due to many factors, including the effects of the subprime
lending and general credit market crises, volatile but generally declining
energy costs, slower economic activity, decreased consumer confidence and
commodity prices, reduced corporate profits and capital spending, adverse
business conditions, increased unemployment and liquidity concerns. In addition,
these economic effects, including the resulting recession in various countries
and slowing of the global economy, will likely result in decreased business
opportunities as potential target companies face increased financial hardship.
Tightening credit and liquidity issues will also result in increased
difficulties for our company to raise capital for our continued operations and to consummate a business opportunity with a
viable business. We may not be able to raise money through the sale of our
equity securities or through borrowing funds on terms we find acceptable. If we
cannot raise the funds that we need or find a suitable business to acquire, we
will go out of business. If we go out of business, investors will lose their
entire investment in our company.

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- 12 -

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

We had cash and cash equivalents in the amount of $5,430 and a
working capital deficit of $76,498 as of January 31, 2011. We anticipate that we
will require additional financing while we are seeking a suitable business
opportunity or business combination. Further, we anticipate that we will not
have sufficient capital to fund our ongoing operations for the next twelve
months. We may be required to raise additional financing for a particular
business combination or business opportunity. We would likely secure any
additional financing necessary through a private placement of our common shares.

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

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

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

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

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

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

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

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- 13 -

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

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

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

Risks Associated with our Common Stock

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

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.

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- 14 -

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

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

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved)

None.

Item 5. Other Information.

None.

Item 6. 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)    
|        |                                                                                                                                                   
|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                                                                                
|        |                                                                                                                                                   
|32.1*   | Section
        906 Certification under Sarbanes-Oxley Act of 2002                                                                                

* Filed herewith

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- 15 -

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

SEARCH BY HEADLINES.COM CORP.

By: /s/ Jason
HansonJason
Hanson President, Secretary, Treasurer and Director(Principal Executive
Officer, Principal Financial Officer andPrincipal Accounting
Officer)Dated: March 15, 2011

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