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

FORM 10-QSB

(Mark One)

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

For the quarterly period ended January 31,
2007

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

For the transition period from __________ to __________

Commission file number 333-139209

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

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

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

(778)386-3528(Issuer's telephone number)

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

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 [   ]

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 9, 2007

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

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2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

These financial statements have been prepared by Search By
Headlines.Com. Corp. without audit, pursuant to the rules and regulations of the
SEC. 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 SEC rules and regulations. In the
opinion of management, the accompanying statements contain all adjustments
necessary to present fairly the financial position of the Company as of January
31, 2007, and its results of operations and its cash flows for the three month
period ended January 31, 2007 and for the period from inception (May 17, 2005)
to January 31, 2007. The results for these interim periods are not necessarily
indicative of the results for the entire year. The accompanying financial
statements should be read in conjunction with the financial statements and the
notes thereto filed as a part of the Companys Form SB-2/A filed on December 22,
2006.

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3











SEARCH BY HEADLINES.COM CORP.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

January 31, 2007

(Stated in US Dollars)

(Unaudited)

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4

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

|                                                            |   | January 31, |   |   | July 31, |  
|----------------------------------------------------------- | - | ----------- | - | - | -------- | -
|                                                            |   | 2007        |   |   | 2006     |  
|                                                            |   |             |   |   |          |  
|**ASSETS**                                                  |  
|                                                            |   |             |   |   |          |  
|Current                                                     |   |             |   |   |          |  
|Cash and cash equivalents                                   | $ | 39,026      |   | $ | 60,923   |  
|Interest receivable                                         |   | 439         |   |   | 610      |  
|                                                            |   |             |   |   |          |  
|Total current assets                                        |   | 39,465      |   |   | 61,533   |  
|                                                            |   |             |   |   |          |  
|Website  Notes 3 and 4                                     |   | 4,624       |   |   | 1,970    |  
|                                                            |   |             |   |   |          |  
|                                                            | $ | 44,089      |   | $ | 63,503   |  
|                                                            |   |             |   |   |          |  
|LIABILITIES                                                 |  
|                                                            |   |             |   |   |          |  
|Current                                                     |   |             |   |   |          |  
|Accounts payable  Note 4                                   | $ | 12,997      |   | $ | 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                                        |   | 5,022       |   |   | 6,487    |  
|Deficit accumulated during the development
      stage      |   | (37,030     | ) |   | (15,400  | )
|                                                            |   |             |   |   |          |  
|Total stockholders equity                                  |   | 31,092      |   |   | 54,187   |  
|                                                            |   |             |   |   |          |  
|                                                            | $ | 44,089      |   | $ | 63,503   |  

SEE ACCOMPANYING NOTES

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5

SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) INTERIM STATEMENT OF OPERATIONS for the three and six months
ended January 31, 2007 and 2006 and for the period May 17, 2005 (Date of
Inception) to January 31, 2007(Stated in US Dollars)
(Unaudited)

May 17,2005(Date ofThree months ended
      
      
      Six months ended
      
      
      Inception) toJanuary 31,
      
      
      January 31,
      
      
      January 31,2007
      
      
      2006
      
      
      2007
      
      
      2006
      
      
      2007ExpensesAmortization
      $
      560
      
      $
      -
      
      $
      1,121
      
      $
      -
      
      $
      2,106General and administrative  Note
        4
      
      13,194
      
      
      954
      
      
      21,389
      
      
      4,407
      
      
      36,508Loss from operations
      
      (13,754
      )
      
      (954
      )
      
      (22,510
      )
      
      (4,407
      )
      
      (38,614
      )Interest income
      
      559
      
      
      -
      
      
      880
      
      
      -
      
      
      1,584Loss before other
      
      (13,195
      )
      
      (954
      )
      
      (21,630
      )
      
      (4,407
      )
      
      (37,030
      )Other:Foreign currency translation
        adjustment
      
      1,873
      
      
      (4
      )
      
      (1,465
      )
      
      3,932
      
      
      5,022Net comprehensive income (loss) for the
        period
      $
      (11,322
      )
      $
      (958
      )
      $
      (23,095
      )
      $
      (475
      )
      $
      (32,008
      )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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6

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

DeficitCommon
        Stock
      
      
      
      
      
      AccumulatedAdditional
      
      
      
      
      
      During thePaid-in
      
      
      Comprehensive
      
      
      DevelopmentShares
      
      
      Par Value
      
      
      Capital
      
      
      Income
      
      
      Stage
      
      
      TotalCapital stock issued for cash:August 2005                                  
        - at $0.001
      
      3,000,000
      
      $
      3,000
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      3,000September 2005                              -
        at $0.01
      
      6,010,000
      
      
      6,010
      
      
      54,090
      
      
      -
      
      
      -
      
      
      60,100Foreign currency translation adjustment
      
      -
      
      
      -
      
      
      -
      
      
      6,487
      
      
      -
      
      
      6,487Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (15,400
      )
      
      (15,400
      )Balance, July 31, 2006
      
      9,010,000
      
      
      9,010
      
      
      54,090
      
      
      6,487
      
      
      (15,400
      )
      
      54,187Foreign currency translation adjustment
      
      -
      
      
      -
      
      
      -
      
      
      (1,465
      )
      
      -
      
      
      (1,465
      )Net loss for the period
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (21,630
      )
      
      (21,630
      )Balance, January 31, 2007
      
      9,010,000
      
      $
      9,010
      
      $
      54,090
      
      $
      5,022
      
      $
      (37,030
      )
      $
      31,090


SEE ACCOMPANYING NOTES

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7

SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) INTERIM STATEMENT OF CASH FLOWS for the six months ended
January 31, 2007 and 2006 and for the period May 17, 2005 (Date of
Inception) to January 31, 2007 (Stated in US Dollars)
(Unaudited)

|                                                         |   |                  |   |   |               |   |   | May 17        |  
|-------------------------------------------------------- | - | ---------------- | - | - | ------------- | - | - | ------------- | -
|                                                         |   |                  |   |   |               |   |   | 2005 (Date of |  
|                                                         |   | Six months ended |   |   | Inception) to |  
|                                                         |   | January 31,      |   |   | January 31,   |  
|                                                         |   | 2007             |   |   | 2006          |   |   | 2007          |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Operating Activities                                     |   |                  |   |   |               |   |   |               |  
|Net loss for the period                                  | $ | (21,630          | ) | $ | (4,407        | ) | $ | (37,030       | )
|Amortization expense                                     |   | 1,121            |   |   | -             |   |   | 2,106         |  
|Changes in operating working capital items:              |   |                  |   |   |               |   |   |               |  
|Interest
      receivable                                |   | 171              |   |   | -             |   |   | (439          | )
|Subscriptions receivable                                 |   | -                |   |   | (1,067        | ) |   | -             |  
|Accounts payable                                         |   | 3,681            |   |   | 1,500         |   |   | 12,997        |  
|                                                         |   |                  |   |   |               |   |   |               |  
|                                                         |   | (16,657          | ) |   | (3,974        | ) |   | (22,366       | )
|                                                         |   |                  |   |   |               |   |   |               |  
|Investing Activity                                       |   |                  |   |   |               |   |   |               |  
|Website development                                      |   | (3,775           | ) |   | (2,561        | ) |   | (6,730        | )
|                                                         |   |                  |   |   |               |   |   |               |  
|Financing Activity                                       |   |                  |   |   |               |   |   |               |  
|Issuance of common stock
      for cash                  |   | -                |   |   | 63,100        |   |   | 63,100        |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Effect of foreign exchange on cash                       |   | (1,465           | ) |   | 3,953         |   |   | 5,022         |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Increase (decrease) in cash during the period            |   | (21,897          | ) |   | 60,518        |   |   | 39,026        |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Cash and cash equivalents, beginning of the
      period |   | 60,923           |   |   | -             |   |   | -             |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Cash and cash equivalents, end of the period             | $ | 39,026           |   | $ | 60,518        |   | $ | 39,026        |  

SEE ACCOMPANYING NOTES

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8

SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company)NOTES TO THE INTERIM FINANCIAL STATEMENTS January 31, 2007
(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, 2006 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, 2006 annual
      financial statements.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Note 2 | 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 3 | Website                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |         |   |       |  |   | January 31, 2007 |  |   |            | 
| | ------- | - | ----- |  | - | ---------------- |  | - | ---------- | 
| |         |   |       |  |   | Accumulated      |  |   | Net        | 
| |         |   | Cost  |  |   | Amortization     |  |   | Book Value | 
| |         |   |       |  |   |                  |  |   |            | 
| | Website | $ | 6,730 |  | $ | 2,106            |  | $ | 4,624      | 
| |         |   |       |  |   |                  |  |   |            | 
| |         |   |       |  |   | July 31, 2006    |  |   |            | 
| |         |   |       |  |   | Accumulated      |  |   | Net        | 
| |         |   | Cost  |  |   | Amortization     |  |   | Book Value | 
| |         |   |       |  |   |                  |  |   |            | 
| | Website | $ | 2,955 |  | $ | 985              |  | $ | 1,970      | 

|Note 4 | Related Party Transactions                                                                                                                                                                                                                                                                                                   
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                              
|       | During the six months ended January 31, 2007, the Company
      incurred website development costs charged by a director of the Company
      totalling $1,888 (January 31, 2006: $Nil) and incurred consulting fees
      charged by a company controlled by a director of the Company totalling
      $10,399 (2006: $Nil).
|       |                                                                                                                                                                                                                                                                                                                              
|       | As at January 31,
      2007, directors of the Company own 3,000,000 common shares.                                                                                                                                                                                                                                          

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9

Item 2. Management's Discussion and Analysis or Plan of
Operation.

FORWARD-LOOKING STATEMENTS

This
quarterly report contains forward-looking statements as that term is defined in
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
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.

Item 2. Managements Discussion and Analysis or Plan of
Operation

General

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

Current Business

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 in to 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!

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10

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, 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.

The
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.

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.                                                                                                                         
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                       
|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, Mr 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 out 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.

---

11

Suppliers

We
host our website and email on servers which are owned and operated by Web Strike
Solutions . On June 1, 2006, we paid approximately $161 to In Vancouver Web
Services for web hosting services which includes 0.5 gigabytes of bandwith and
100 megabytes of storage. Additionally, we paid In-Vancouver Web Services
approximately $27 for domain linking of our website, www.searchbyheadlines.com.
The web hosting services are prepaid for one year and we are not required to pay
any additional web hosting fees until June 1, 2007. There are numerous hosting
companies all over North America that could meet our hosting needs. In the event
that In-Vancouver Web Services 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.

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 . The company also plans to build its news distribution
partners, adding value to the current services. The company will grow its online
content from the free news submission  services, which will increase the
revenue from the Google Adsense model. The 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

The
company has filed a Trade Mark for Search By Healdines.com with the U.S.
Patent and Trade Mark Office. We filed the Trade Mark on February 7, 2006.

Plan of Operation

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.

Our
audited financial statements are stated in United States dollars and are
prepared in accordance with United States generally accepted accounting
principles.

---

12

Results of Operations for the period July 31, 2006 to
January 31, 2007.

During the three and six months ended January 31, 2007, covered
by our unaudited financial statements, we did not generate any revenues. Our
operating expenses for the three and six months ended January 31, 2007 were
$13,754 and $22,510, respectively, as compared to $954 and $4,407 for the three
and six months ended January 31, 2006. General and administrative costs were
$13,194 and $21,389 for the three and six months ended January 31, 2007,
respectively. Amortization expenses were $560 and $1,121, respectively, for the
three and six months ended January 31, 2007, which we expect to remain constant
over the next twelve month period. We recorded interest income of $559 and $880,
respectively, for the three and six months ended January 31, 2007.

Our net loss for the three and six months ended January 31,
2007 was $11,322 and $23,095, respectively, or $0.00 per share, as compared to a
net loss of $958 and net loss of $475, respectively, or $0.00 per share, for the
three and six months ended January 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 in the year ended July 31, 2007.

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:

Estimated Working Capital Expenditures During the Next Twelve
Month Period

Operating expendituresMarketing
    $10,000-$15,000General and Administrative
    $35,000-$40,000Legal and Accounting
    $35,000-$40,000Website development costs
    $20,000-$30,000Working capital on hand
    $(50,000)-$(50,000)Total
    $50,000-$75,000


Operating Activities

Operating
activities used cash of $16,657 for the six month period ended January 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 six month period ended January 31, 2007,
as a result of the website development.

Financing Activities

Financing
activities provided cash of $Nil for the six month period ended January 31,
2007.

---

13

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.                                                                                                                                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                           
| | 2. | The 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. | The 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;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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14

| |    | 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.

Item 3. 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 quarterly report, being January
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,
principal financial officer and principal operating officer. Based upon that
evaluation, our company's principal executive officer, principal financial
officer and principal operating 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. There have been no changes
in our internal controls or in other factors that could significantly affect
internal controls subsequent to the date we carried out our evaluation.

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 operating officer, to allow timely decisions
regarding required disclosure.

During our most recently completed fiscal quarter ended January
31, 2007 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.

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.                                                                                                                                      

---

15

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 2. Unregistered Sales of Equity Securities and Use of
Proceeds

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. Leoppky, 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.

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 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information

None.

RISK FACTORS

An
investment in our common stock involves a number of very significant risks. You
should carefully consider the following risks and uncertainties in addition to
other information in this quarterly report in evaluating our company and its
business before purchasing shares of our companys common stock. Our business,
operating results and financial condition could be seriously harmed due to any
of the following risks. You could lose all or part of your investment due to any
of these risks.

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16

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 six month period
ended January 31, 2007, we generated no revenues. As at January 31, 2007, we had
cash of $39,026 and working capital of $26,468. We estimate that we will require
approximately $100,000 to $125,000 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.

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 January 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 January 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 January
31, 2007 will not be sufficient to satisfy our cash requirements

---

17

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.                              

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, Treasurer 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

---

18

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.

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 on-line 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.

---

19

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.

NASD sales practice requirements may also limit a
stockholders ability to buy and sell our stock.

In
addition to the penny stock rules promulgated by the Securities and Exchange
Commission (see above and the Market for Common Equity and Related Stockholder
Matters section at page 27 for discussions of penny stock rules), the NASD 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 NASD believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The NASD requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock and have an adverse effect on the market for
our shares.

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20

Item 6. Exhibits.

| | Exhibit | Description                                                                                                                                                                                             
| | ------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Number  |                                                                                                                                                                                                         
| | (3)     | Articles of Incorporation and
      Bylaws                                                                                                                                                              
| | 3.1     | Articles of Incorporation (incorporated by reference
      to our Registration Statement on Form SB-2 filed December 8, 2006)                                                                           
| | 3.2     | Bylaws (incorporated by reference
      to our Registration Statement on Form SB-2 filed December 8, 2006)                                                                                              
| |         |                                                                                                                                                                                                         
| | (31)    | Section 302 Certifications                                                                                                                                                                              
| | 31.1*   | Certification of Principal
      Executive Officer and Principal Financial Officer filed pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.                                               
| |         |                                                                                                                                                                                                         
| | (32)    | Section 906 Certifications                                                                                                                                                                              
| | 32.1*   | Certification
      of Principal Executive Officer and Principal Financial Officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.

* Filed herewith

SIGNATURES

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

SEARCH BY HEADLINES.COM.CORP



By: /s/ Joe LoeppkyJoe Loeppky President, Chief Executive
Officer and Director (Principal Executive Officer, Principal Financial
Officer and Controller) March 16, 2007

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