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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 October 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 December 12, 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 [ X ] No [   ]

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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 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 necessary to present fairly the financial position of our company as
of October 31, 2007, and our results of operations and our cash flows for the
three month period ended October 31, 2007 and for the period from inception (May
17, 2005) to October 31, 2007. 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)

INTERIM FINANCIAL STATEMENTS

October 31, 2007

(Stated in US Dollars)

(Unaudited)

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

|                                                            |   | October 31, |   |   | July 31, |  
|----------------------------------------------------------- | - | ----------- | - | - | -------- | -
|ASSETS                                                      |   | 2007        |   |   | 2007     |  
|                                                            |   |             |   |   |          |  
|Current                                                     |   |             |   |   |          |  
|Cash and cash
      equivalents                             | $ | 30,263      |   | $ | 34,311   |  
|                                                            |   |             |   |   |          |  
|Website  Notes 3 and 4                                     |   | 6,763       |   |   | 3,459    |  
|                                                            |   |             |   |   |          |  
|                                                            | $ | 37,026      |   | $ | 37,770   |  
|                                                            |   |             |   |   |          |  
|LIABILITIES                                                 |   |             |   |   |          |  
|                                                            |   |             |   |   |          |  
|Current                                                     |   |             |   |   |          |  
|Accounts payable  Note 4                                   | $ | 23,866      |   | $ | 20,371   |  
|                                                            |   |             |   |   |          |  
|STOCKHOLDERS EQUITY                                        |   |             |   |   |          |  
|                                                            |   |             |   |   |          |  
|Capital stock  Note 4                                      |   |             |   |   |          |  
|Authorized                                                  |   |             |   |   |          |  
|100,000,000
      common shares, par value $0.001 per share |   |             |   |   |          |  
|Issued and
      outstanding                                |   |             |   |   |          |  
|9,010,000
      common shares                               |   | 9,010       |   |   | 9,010    |  
|Additional paid-in capital                                  |   | 54,090      |   |   | 54,090   |  
|Comprehensive income                                        |   | 8,448       |   |   | 8,487    |  
|Deficit accumulated during the
      development stage      |   | (58,388     | ) |   | (54,188  | )
|                                                            |   |             |   |   |          |  
|Total stockholders equity                                  |   | 13,160      |   |   | 17,399   |  
|                                                            |   |             |   |   |          |  
|                                                            | $ | 37,026      |   | $ | 37,770   |  

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

|                                               |   |                    |   |   |               |   |   | May 17, 2005 |  
|---------------------------------------------- | - | ------------------ | - | - | ------------- | - | - | ------------ | -
|                                               |   |                    |   |   |               |   |   | (Date of     |  
|                                               |   | Three months ended |   |   | Inception) to |  
|                                               |   | October 31,        |   |   | October 31,   |  
|                                               |   | 2007               |   |   | 2006          |   |   | 2007         |  
|Revenue                                        | $ | -                  |   | $ | -             |   | $ | -            |  
|                                               |   |                    |   |   |               |   |   |              |  
|Expenses:                                      |   |                    |   |   |               |   |   |              |  
|General and
      administrative  Note 4      |   | 4,200              |   |   | 8,756         |   |   | 59,998       |  
|                                               |   |                    |   |   |               |   |   |              |  
|Loss from operations                           |   | (4,200             | ) |   | (8,756        | ) |   | (59,998      | )
|                                               |   |                    |   |   |               |   |   |              |  
|Interest income                                |   | -                  |   |   | 321           |   |   | 1,610        |  
|                                               |   |                    |   |   |               |   |   |              |  
|Loss before other                              |   | (4,200             | ) |   | (8,435        | ) |   | (58,388      | )
|                                               |   |                    |   |   |               |   |   |              |  
|Other:                                         |   |                    |   |   |               |   |   |              |  
|Foreign currency translation
      adjustment  |   | (39                | ) |   | 408           |   |   | 8,448        |  
|                                               |   |                    |   |   |               |   |   |              |  
|Net comprehensive income (loss) for the period | $ | (4,239             | ) | $ | (8,027        | ) | $ | (49,940      | )
|                                               |   |                    |   |   |               |   |   |              |  
|Basic and diluted loss per share               | $ | (0.00              | ) | $ | (0.00         | ) |   |              |  
|                                               |   |                    |   |   |               |   |   |              |  
|Weighted average number of shares outstanding  |   | 9,010,000          |   |   | 9,010,000     |   |   |              |  

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

|                                              |  |           |  |   |              |  |   |            |  |   |                           |   |   | Deficit     |   |   |         |  
|--------------------------------------------- |  | --------- |  | - | ------------ |  | - | ---------- |  | - | ------------------------- | - | - | ----------- | - | - | ------- | -
|                                              |  |           |  |   | Common Stock |  |   |            |  |   |                           |   |   | Accumulated |   |   |         |  
|                                              |  |           |  |   |              |  |   | Additional |  |   |                           |   |   | During the  |   |   |         |  
|                                              |  |           |  |   |              |  |   | Paid-in    |  |   | Comprehensive Development |   |   |             |  
|                                              |  | Shares    |  |   | Par Value    |  |   | Capital    |  |   | Income                    |   |   | Stage       |   |   | Total   |  
|                                              |  |           |  |   |              |  |   |            |  |   |                           |   |   |             |   |   |         |  
|Capital stock issued for cash:                |  |           |  |   |              |  |   |            |  |   |                           |   |   |             |   |   |         |  
|August 2005 - at $0.001                       |  | 3,000,000 |  | $ | 3,000        |  | $ | -          |  | $ | -                         |   | $ | -           |   | $ | 3,000   |  
|September 2005 - at $0.01                     |  | 6,010,000 |  |   | 6,010        |  |   | 54,090     |  |   | -                         |   |   | -           |   |   | 60,100  |  
|Foreign currency translation
      adjustment |  | -         |  |   | -            |  |   | -          |  |   | 6,487                     |   |   | -           |   |   | 6,487   |  
|Net loss for the year                         |  | -         |  |   | -            |  |   | -          |  |   | -                         |   |   | (15,400     | ) |   | (15,400 | )
|                                              |  |           |  |   |              |  |   |            |  |   |                           |   |   |             |   |   |         |  
|Balance, July 31, 2006                        |  | 9,010,000 |  |   | 9,010        |  |   | 54,090     |  |   | 6,487                     |   |   | (15,400     | ) |   | 54,187  |  
|Foreign currency translation
      adjustment |  | -         |  |   | -            |  |   | -          |  |   | 2,000                     |   |   | -           |   |   | 2,000   |  
|Net loss for the year                         |  | -         |  |   | -            |  |   | -          |  |   | -                         |   |   | (38,788     | ) |   | (38,788 | )
|                                              |  |           |  |   |              |  |   |            |  |   |                           |   |   |             |   |   |         |  
|Balance, July 31, 2007                        |  | 9,010,000 |  |   | 9,010        |  |   | 54,090     |  |   | 8,487                     |   |   | (54,188     | ) |   | 17,399  |  
|Foreign currency translation
      adjustment |  | -         |  |   | -            |  |   | -          |  |   | (39                       | ) |   | -           |   |   | (39     | )
|Net loss for the period                       |  | -         |  |   | -            |  |   | -          |  |   | -                         |   |   | (4,200      | ) |   | (4,200  | )
|                                              |  |           |  |   |              |  |   |            |  |   |                           |   |   |             |   |   |         |  
|Balance, October 31, 2007                     |  | 9,010,000 |  | $ | 9,010        |  | $ | 54,090     |  | $ | 8,448                     |   | $ | (58,388     | ) | $ | 13,160  |  

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

|                                                         |   |                    |   |   |               |   |   | May 17, 2005 |  
|-------------------------------------------------------- | - | ------------------ | - | - | ------------- | - | - | ------------ | -
|                                                         |   |                    |   |   |               |   |   | (Date of     |  
|                                                         |   | Three months ended |   |   | Inception) to |  
|                                                         |   | October 31,        |   |   | October 31,   |  
|                                                         |   | 2007               |   |   | 2006          |   |   | 2007         |  
|                                                         |   |                    |   |   |               |   |   |              |  
|Operating Activities                                     |   |                    |   |   |               |   |   |              |  
|Net loss for the
      period                            | $ | (4,200             | ) | $ | (8,435        | ) | $ | (58,388      | )
|Amortization expense                                     |   | 911                |   |   | 561           |   |   | 4,182        |  
|Changes in
      operating working capital items:        |   |                    |   |   |               |   |   |              |  
|Interest
      receivable                                |   | -                  |   |   | (325          | ) |   | -            |  
|Accounts payable                                         |   | 3,495              |   |   | 4,809         |   |   | 23,866       |  
|                                                         |   |                    |   |   |               |   |   |              |  
|                                                         |   | 206                |   |   | (3,390        | ) |   | (30,340      | )
|                                                         |   |                    |   |   |               |   |   |              |  
|Investing Activity                                       |   |                    |   |   |               |   |   |              |  
|Website development                                      |   | (4,215             | ) |   | (3,775        | ) |   | (10,945      | )
|                                                         |   |                    |   |   |               |   |   |              |  
|Financing Activities                                     |   |                    |   |   |               |   |   |              |  
|Issuance of
      common stock for cash                  |   | -                  |   |   | -             |   |   | 63,100       |  
|                                                         |   |                    |   |   |               |   |   |              |  
|Effect of foreign exchange on cash                       |   | (39                | ) |   | 408           |   |   | 8,448        |  
|                                                         |   |                    |   |   |               |   |   |              |  
|Increase (decrease) in cash during
      the period      |   | (4,048             | ) |   | (6,757        | ) |   | 30,263       |  
|                                                         |   |                    |   |   |               |   |   |              |  
|Cash and cash equivalents, beginning
      of the period |   | 34,311             |   |   | 60,923        |   |   | -            |  
|                                                         |   |                    |   |   |               |   |   |              |  
|Cash and cash equivalents, end of
      the period       | $ | 30,263             |   | $ | 54,166        |   | $ | 30,263       |  

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**SEARCH BY HEADLINES.COM CORP.**(A Development Stage Company)NOTES TO THE INTERIM
FINANCIAL STATEMENTSOctober 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, 2007 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, 2007 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
|------ | -------

| |         |   |        |  |   | October 31, 2007 |  |   |            | 
| | ------- | - | ------ |  | - | ---------------- |  | - | ---------- | 
| |         |   |        |  |   | Accumulated      |  |   | Net        | 
| |         |   | Cost   |  |   | Amortization     |  |   | Book Value | 
| |         |   |        |  |   |                  |  |   |            | 
| | Website | $ | 10,945 |  | $ | 4,182            |  | $ | 6,763      | 

| |         |   |       |  |   | July 31, 2007 |  |   |            | 
| | ------- | - | ----- |  | - | ------------- |  | - | ---------- | 
| |         |   |       |  |   | Accumulated   |  |   | Net        | 
| |         |   | Cost  |  |   | Amortization  |  |   | Book Value | 
| |         |   |       |  |   |               |  |   |            | 
| | Website | $ | 6,730 |  | $ | 3,271         |  | $ | 3,459      | 

|Note 4 | Related Party Transactions
|------ | --------------------------

During the three months ended October
31, 2007, the Company incurred website development costs charged by a director
of the Company totalling $4,215 (October 31, 2006: $1,888) and incurred
consulting fees charged by a company controlled by a director of the Company
totalling $Nil (2006: $4,459).

---

Search by Headlines.com Corp.
  (A Development Stage Company)
  Notes to the Interim Financial Statements
  October 31, 2007
  (Stated in US Dollars)
  (Unaudited)  Page 9

|Note 4 | Related Party Transactions
      (contd)                                                                                                   
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                              
|       | Included in accounts payable at October 31,
      2007 is $Nil (2006: $4,431) due to a company controlled by a director of
      the Company.
|       |                                                                                                                                              
|       | As at October 31, 2007, directors of the
      Company own 3,000,000 common shares.                                                          

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|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.

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.

On SearchbyHeadlines.com, three
new rotating headlines expose news to visitors every four hours. Our search
feature 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.

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.

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

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

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

Technology

We provide two major services to our clients:

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

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

---

Suppliers

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

Competition

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

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

Growth Strategy

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

Employees

Our company is currently operated
by Joe Loeppky as our president, secretary and treasurer. We periodically hire
independent contractors to execute our marketing, sales, and business
development functions. Our company may hire employees when circumstances
warrant. At present, however, our company does not anticipate hiring employees
in the near future.

Intellectual Property

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

RISK FACTORS

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

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

---

such estimates, projections or other forward-looking
statements. In evaluating us, our business and any investment in our business,
readers should carefully consider the following factors.

Risks Related to our Business

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

To date we have not generated any
income from our operations and we have been dependent on sales of our equity
securities to meet the majority of our cash requirements. From our date of
inception on May 17, 2005 to October 31, 2007, we generated no revenues. As at
October 31, 2007, we had working capital of $6,397. We estimate that we will
require approximately $50,000 to $75,000 to carry out our business plan for the
next twelve months. Because we cannot anticipate when, if ever, we will be able
to generate significant revenues from sales, we will need to raise additional
funds to continue to develop our website to respond to competitive pressures, to
sign agreements with advertisers or to respond to unanticipated requirements or
expenses. If we are unable to generate significant revenues from operations or
obtain financing, then we will not be able to maintain our operations.

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
October 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 October 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 October 31, 2007 will not be
sufficient to satisfy our cash requirements for the next twelve month period.
Also, there is no assurance that actual cash requirements will not exceed our
estimates. In particular, additional capital may be required in the event
that:

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

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 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 Web Strike 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 news sources. 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.

Risks Associated with our Common Stock

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

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

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

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

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

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

---

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.

Results of Operations for the three month period ended
October 31, 2007

During the three month period
ended October 31, 2007, covered by our unaudited financial statements, we did
not generate any revenues. Our loss from operations for the three month period
ended October 31, 2007 was $4,200 compared to a loss of $8,435 for the three
month period ended October 31, 2006. The decrease was due to the fact that we
spent less money on general and administrative expenses.

General and administrative costs
were $4,200 for the three months ended October 31, 2007, compared to $8,756 for
the three months ended October 31, 2006.

Amortization expenses were $911
for the three months ended October 31, 2007, compared to $561 for the three
months ended October 31, 2006. We expect our amortization expense to remain
constant over the next twelve month period.

We did not record any interest
income for the three month period ended October 31, 2007 compared to $321 for
the three months ended October 31, 2006.

Our net comprehensive loss for
the three months ended October 31, 2007 was $4,239, or $0.00 per share, as
compared to a net loss of $8,027, or $0.00 per share, for the three months ended
October 31, 2006. The decrease in comprehensive loss was due to the fact that we
spent less money on general and administrative expenses.

Liquidity and Capital Resources

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

Management projects that we may
require $50,000 to $75,000 in addition to our current cash to fund our operating
expenditures for the next twelve month period. Projected expenditures for the
next twelve month period, are broken down as follows:

Estimated Expenditures During the
Next Twelve Month Period

Operating expenditures

Marketing
    $10,000-$15,000General and Administrative
    $35,000-$40,000Legal and Accounting
    $35,000-$40,000Website development costs
    $20,000-$30,000Total
    $50,000-$75,000


---

Operating Activities

Operating activities provided
cash of $206 for the three month period ended October 31, 2007. The cash
generated during the period was largely the result of the increase in accounts
payable for the period.

Investing Activities

Investing activities used cash of
$4,215 for the three month period ended October 31, 2007, as a result of our
website development.

Financing Activities

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

Future Operations

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

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

Revenue Processing

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

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

Marketing

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

| | 1. | Website development to incorporate new and unique tools
      to benefit all aspects of our growing business.                                                                                                                                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                           
| | 2. | Our company has built a customer prospect database of
      potentially 2000 public relations firms that may potentially use our news
      distribution services. We plan to contact many of these prospective
      clients or target our advertising to the type of prospective client that
      we find are in the website. None of these public relations firms have yet
      become our customers.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                           
| | 3. | Our company may attend or sponsor industry trade shows
      for Search Engine Optimization related businesses and or Internet
      Marketing Trade Shows.                                                                                                                                                                                                                                               

General and Administration

General and administration costs
include administration costs, office, and miscellaneous expenses. Management
estimates that, over the next twelve months, these costs will be between $2,900
per month to $3,300 per month based on previous costs and possible expansion of
our administration over the next twelve month period. Our company is currently
operated by Joe Loeppky as our president, secretary and treasurer. We anticipate
that we will periodically hire independent contractors to execute our marketing,
sales, and business development functions. In the next twelve month period, we
plan

---

to hire independent contractors to assist in business
development with an emphasis on marketing. We may choose to compensate such
persons with consideration other than cash, such as shares of our common stock
or options to purchase shares of our common stock.

Other Expenses

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

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

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

Purchase or Sale of Equipment

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

Going Concern

Due to our being a development
stage company and not having generated revenues, in their Notes to our financial
statements for the year ended July 31, 2007, our independent auditors included
an explanatory paragraph regarding concerns about our ability to continue as a
going concern.

We have historically incurred
losses, and through October 31, 2007 have incurred losses of $49,940 from our
inception. Because of these historical losses, we will require additional
working capital to develop our business operations. We intend to raise
additional working capital through private placements, and/or advances from
related parties or shareholder loans.

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

There are no assurances that we
will be able to either (1) achieve a level of revenues adequate to generate
sufficient cash flow from operations; or (2) obtain additional financing through
either private placements, and/or bank financing necessary to support our
working capital requirements. To the extent that funds generated from operations
and any private placements, public offerings and/or bank financing are
insufficient, we will have to raise additional working capital. No assurance can
be given that additional financing will be available, or if available, will be
on terms acceptable to us. If adequate working capital is not available we may
not increase our operations.

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

Application of Critical Accounting Policies

Our financial statements and
accompanying notes are prepared in accordance with generally accepted accounting
principles used in the United States. Preparing financial statements requires
management to make estimates and

---

assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by managements application of accounting policies. We believe that understanding the basis and nature of
the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.

Foreign Currency Translation

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

Revenue Recognition

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

Recent Accounting Pronouncements

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

Item 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 October 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 accounting officer. Based upon that evaluation, our company's principal executive officer, principal financial officer and principal accounting 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 accounting officer, to allow timely decisions regarding required disclosure.

During our most recently completed fiscal quarter ended October 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.                                                                                                                                      

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
|------- | -----------------------------------------------------------------
|        |                                                                  
|        | None.                                                            
|        |                                                                  
|Item 3. | Defaults Upon Senior Securities.                                 
|        |                                                                  
|        | None.                                                            
|        |                                                                  
|Item 4. | Submission of Matters to a Vote of
      Security Holders.       
|        |                                                                  
|        | 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 of Joe Loeppky                                                               
|        |                                                                                                                                               
|32.1*   | Section
      906 Certification under Sarbanes-Oxley Act of 2002 of Joe Loeppky                                                               

* Filed herewith

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SIGNATURES

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

SEARCH BY HEADLINES.COM CORP.

By: /s/Joe LoeppkyJoe Loeppky President, Chief
Executive Officer and Director(Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer)December 14,
2007

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