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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

[(Mark One)

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

For the quarterly period ended October 31, 2008

or

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

For the transition period from ____________ to ____________

Commission file number 333-139209

SEARCH BY HEADLINES.COM
CORP(Exact name of registrant 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) (zip code)

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

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

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

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

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

---

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date:

9,010,000 common shares issued and outstanding as of December
10, 2008



2

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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, 2008, and our results of operations
and our cash flows for the three month period ended October 31, 2008 and for the
period from inception (May 17, 2005) to October 31, 2008. The results for these
interim periods are not necessarily indicative of the results for the entire
year.



3

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SEARCH BY HEADLINES.COM CORP.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

October 31, 2008

(Stated in US Dollars)

(Unaudited)





F-1

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SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) INTERIM BALANCE SHEET October 31, 2008 and July 31, 2008
(Stated in US Dollars) (Unaudited)

|                                                      |   | October 31, |   |   | July 31, |  
|----------------------------------------------------- | - | ----------- | - | - | -------- | -
|                                                      |   | 2008        |   |   | 2008     |  
|**ASSETS**                                            |  
|                                                      |   |             |   |   |          |  
|Current                                               |   |             |   |   |          |  
|Cash and cash equivalents                             | $ | 11,855      |   | $ | 17,693   |  
|                                                      |   |             |   |   |          |  
|Website  Notes 3 and 4                               |   | 3,005       |   |   | 3,946    |  
|                                                      |   |             |   |   |          |  
|                                                      | $ | 14,860      |   | $ | 21,639   |  
|                                                      |   |             |   |   |          |  
|LIABILITIES                                           |  
|                                                      |   |             |   |   |          |  
|Current                                               |   |             |   |   |          |  
|Accounts payable                                      | $ | 23,880      |   | $ | 26,848   |  
|                                                      |   |             |   |   |          |  
|STOCKHOLDERS
      DEFICIENCY                        |  
|                                                      |   |             |   |   |          |  
|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                                  |   | 13,937      |   |   | 9,262    |  
|Deficit accumulated during the development stage      |   | (86,057     | ) |   | (77,571  | )
|                                                      |   |             |   |   |          |  
|Total stockholders deficiency                        |   | (9,020      | ) |   | (5,209   | )
|                                                      |   |             |   |   |          |  
|                                                      | $ | 14,860      |   | $ | 21,639   |  

SEE ACCOMPANYING NOTES 
F-2

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SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) INTERIM STATEMENT OF OPERATIONS for the three months ended
October 31, 2008 and 2007 and for the period May 17, 2005 (Date of
Inception) to October 31, 2008 (Stated in US Dollars) (Unaudited)

|                                              |   |                    |   |   |               |   |   | May 17,       |  
|--------------------------------------------- | - | ------------------ | - | - | ------------- | - | - | ------------- | -
|                                              |   |                    |   |   |               |   |   | 2005 (Date of |  
|                                              |   | Three months ended |   |   | Inception) to |  
|                                              |   | October 31,        |   |   | October 31,   |  
|                                              |   | 2008               |   |   | 2007          |   |   | 2008          |  
|                                              |   |                    |   |   |               |   |   |               |  
|Revenue                                       | $ | -                  |   | $ | -             |   | $ | -             |  
|                                              |   |                    |   |   |               |   |   |               |  
|Expenses                                      |   |                    |   |   |               |   |   |               |  
|Amortization                                  |   | 941                |   |   | 911           |   |   | 7,940         |  
|General and administrative
       Note 4     |   | 7,545              |   |   | 3,289         |   |   | 79,727        |  
|                                              |   |                    |   |   |               |   |   |               |  
|Loss from operations                          |   | (8,486             | ) |   | (4,200        | ) |   | (87,667       | )
|                                              |   | ,                  |   |   |               |   |   |               |  
|Interest income                               |   | -                  |   |   | -             |   |   | 1,610         |  
|                                              |   |                    |   |   |               |   |   |               |  
|Loss before other                             |   | (8,486             | ) |   | (4,200        | ) |   | (86,057       | )
|                                              |   |                    |   |   |               |   |   |               |  
|Other:                                        |   |                    |   |   |               |   |   |               |  
|Foreign currency translation adjustment       |   | 4,675              |   |   | (39           | ) |   | 13,937        |  
|                                              |   |                    |   |   |               |   |   |               |  
|Net comprehensive loss for the period         | $ | (3,811             | ) | $ | (4,239        | ) | $ | (72,120       | )
|                                              |   |                    |   |   |               |   |   |               |  
|Basic and diluted loss per share              | $ | (0.00              | ) | $ | (0.00         | ) |   |               |  
|                                              |   |                    |   |   |               |   |   |               |  
|Weighted average number of shares outstanding |   | 9,010,000          |   |   | 9,010,000     |   |   |               |  

SEE ACCOMPANYING NOTES 
F-3

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SEARCHBYHEADLINES.COMCORP.(A Development Stage Company) INTERIM STATEMENT OF
STOCKHOLDERS EQUITY for the period May 17, 2005 (Date of Inception) to
October 31, 2008 (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           | -                    |  |   | -                 |  |   | -           |  |   | 775           |  |   | -           |   |   | 775     |  
|Net loss for the period                           | -                    |  |   | -                 |  |   | -           |  |   | -             |  |   | (23,383     | ) |   | (23,383 | )
|                                                  |                      |  |   |                   |  |   |             |  |   |               |  |   |             |   |   |         |  
|Balance, July 31, 2008                            | 9,010,000            |  |   | 9,010             |  |   | 54,090      |  |   | 9,262         |  |   | (77,571     | ) |   | (5,209  | )
|Foreign currency translation adjustment           | -                    |  |   | -                 |  |   | -           |  |   | 4,675         |  |   | -           |   |   | 4,675   |  
|Net loss for the period                           | -                    |  |   | -                 |  |   | -           |  |   | -             |  |   | (8,486      | ) |   | (8,486  | )
|                                                  |                      |  |   |                   |  |   |             |  |   |               |  |   |             |   |   |         |  
|Balance October 31, 2008                          | 9,010,000            |  | $ | 9,010             |  | $ | 54,090      |  | $ | 13,937        |  | $ | (86,057     | ) | $ | (9,020  | )

SEE ACCOMPANYING NOTES 
F-4

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SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) INTERIM STATEMENT OF CASH FLOWS for the three months ended
October 31, 2008 and 2007 and for the period May 17, 2005 (Date of
Inception) to October 31, 2008 (Stated in US Dollars) (Unaudited)

|                                                         |   |                    |   |   |               |   |   | May 17        |  
|-------------------------------------------------------- | - | ------------------ | - | - | ------------- | - | - | ------------- | -
|                                                         |   |                    |   |   |               |   |   | 2005 (Date of |  
|                                                         |   | Three months ended |   |   | Inception) to |  
|                                                         |   | October 31,        |   |   | October 31,   |  
|                                                         |   | 2008               |   |   | 2007          |   |   | 2008          |  
|                                                         |   |                    |   |   |               |   |   |               |  
|Operating Activities                                     |   |                    |   |   |               |   |   |               |  
|Net loss for the period                                  | $ | (8,486             | ) | $ | (4,200        | ) | $ | (86,057       | )
|Amortization expense                                     |   | 941                |   |   | 911           |   |   | 7,940         |  
|Changes in operating working capital items:              |   |                    |   |   |               |   |   |               |  
|Accounts payable                                         |   | (2,968             | ) |   | 3,495         |   |   | 23,880        |  
|                                                         |   |                    |   |   |               |   |   |               |  
|                                                         |   | (10,513            | ) |   | 206           |   |   | (54,237       | )
|                                                         |   |                    |   |   |               |   |   |               |  
|Investing Activity                                       |   |                    |   |   |               |   |   |               |  
|Website development                                      |   | -                  |   |   | (4,215        | ) |   | (10,945       | )
|                                                         |   |                    |   |   |               |   |   |               |  
|Financing Activity                                       |   |                    |   |   |               |   |   |               |  
|Issuance of common stock
      for cash                  |   | -                  |   |   | -             |   |   | 63,100        |  
|                                                         |   |                    |   |   |               |   |   |               |  
|Effect of foreign exchange on cash                       |   | 4,675              |   |   | (39           | ) |   | 13,937        |  
|                                                         |   |                    |   |   |               |   |   |               |  
|Increase (decrease) in cash during the period            |   | (5,838             | ) |   | (4,048        | ) |   | 11,855        |  
|                                                         |   |                    |   |   |               |   |   |               |  
|Cash and cash equivalents, beginning of the
      period |   | 17,693             |   |   | 34,311        |   |   | -             |  
|                                                         |   |                    |   |   |               |   |   |               |  
|Cash and cash equivalents, end of the period             | $ | 11,855             |   | $ | 30,263        |   | $ | 11,855        |  

SEE ACCOMPANYING NOTES 
F-5

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SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) NOTES TO THE INTERIM FINANCIAL STATEMENTS October 31, 2008
(Stated in US Dollars) (Unaudited)

|Note 1 | Interim Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | While the information presented in the accompanying
      interim six 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, 2008 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, 2008 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, 2008 | 
| | ------- | - | ---------------------- | 
| |         |   |                        | 
| |         |   | Cost                   | 
| |         |   |                        | 
| | Website | $ | 10,945                 | 

| |         |   | July
      31, 2008 | 
| | ------- | - | ------------------- | 
| |         |   |                     | 
| |         |   | Cost                | 
| |         |   |                     | 
| | Website | $ | 10,945              | 

|Note 4 | Related Party Transactions                                                                                                                                                                                                                                                                                                     
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                
|       | During the three months ended October 31, 2008, the
      Company incurred website development costs charged by a director of the
      Company totalling $NIL (October 31, 2007: $1,888) and incurred consulting
      fees charged by a company controlled by a director of the Company
      totalling $Nil (2007: $10,399).
|       |                                                                                                                                                                                                                                                                                                                                
|       | As at October 31, 2008, directors
      of the Company own 3,000,000 common shares.                                                                                                                                                                                                                                            

F-6

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

Forward-Looking Statements

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

Our
unaudited financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
quarterly report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this quarterly report, particularly in
the section entitled Risk Factors of this quarterly report.

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

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

Current Business

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 gives companies and organizations valuable
search feedback and data that can be implemented into an overall online
marketing strategy.

Search
by Headlines allows users to search by keywords or headlines for the most
relevant targeted news results. News is broken down by headlines and industry
sector so users dont waste time searching news that isnt relevant to their
topic. To carry out an advanced search, a user selects advanced search, then
inserts the key words or headline he is looking for. The user may also specify
the release date, category and industry for which he wants to search. Then, the
user clicks on Search and the search results are displayed. 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.

Google
has over 4,500 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

4

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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.

Results of Operations for the three month period ended
October 31, 2008

During
the three month period ended October 31, 2008, covered by our unaudited
financial statements, we did not generate any revenues. Our loss from operations
for the three month period ended October 31, 2008 was $8,486 compared to a loss
of $4,200 for the three month period ended October 31, 2007. The increase was
due to the fact that we spent more money on general and administrative expenses.

General
and administrative expenses were $8,486 for the three months ended October 31,
2008, compared to $4,200 for the three months ended October 31, 2007.

We did
not record any interest income for the three month periods ended October 31,
2008 and October 31, 2007.

Our net
comprehensive loss for the three months ended October 31, 2008 was $3,811, or
$0.00 per share, as compared to a net loss of $4,239, or $0.00 per share, for
the three months ended October 31, 2007. The decrease in comprehensive loss was
due to the fact that we recorded foreign currency translation revenue of $4,675.

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 $100,000 to $125,000 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 PeriodOperating expendituresMarketing
    $10,000-$15,000General and Administrative
    $35,000-$40,000Legal and Accounting
    $35,000-$40,000Website development costs
    $20,000-$30,000Total
    $100,000-$125,000


Liquidity and Capital Resources

|Working Capital     |                        |                    
|------------------- | ---------------------- | -------------------
|                    | As at October 31, 2008 | As at July 31, 2008
|Current Assets      | $11,855                | $17,693            
|Current Liabilities | $23,880                | $26,848            
|Working Capital     | $(12,025)              | $(9,155)           

5

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|Cash Flows                                                  |                    |                   
|----------------------------------------------------------- | ------------------ | ------------------
|                                                            | Three Months Ended | Three Months Ended
|                                                            | October 31, 2008   | October 31, 2007  
|Cash Flows (Used In)/Provided
      By Operating Activities | $(10,513)          | $206              
|Cash Flows from Financing Activities                        | $-                 | $-                
|Cash Flows (Used In)
      Investing Activities             | $-                 | $(4,215)          
|Net decrease in Cash During Period                          | $(5,838)           | $(4,048)          

Operating Activities

Our
operating activities used cash of $10,513 for the three month period ended
October 31, 2008. The cash used during the period primarily was due to payment
of general and administrative expenses.

Investing Activities

Investing activities used cash of $Nil for the three month period ended October
31, 2008, compared to $4,215 for the three month period ended October 31, 2007.
This decrease in cash used in investing activities was the result of not
incurring any website development costs in the three month period ended October
31,2008.

Financing Activities

Financing activities provided cash of $Nil for the three month period ended
October 31, 2008, which was the same as 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 2,000 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.

6

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| | 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, legal and
accounting 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.

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, 2008, 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, 2008 have incurred a net
comprehensive loss of $42,120 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.

7

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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.

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.

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 dependant
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, 2008, we generated no
revenues. As at October 31, 2008, we had working capital deficiency of $12,025.
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.

8

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

We have
a limited operating history. Our operating activities since our incorporation on
May 17, 2005 have 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 any 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, 2008, 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, 2008, 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, 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, 2008 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

9

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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                       

10

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| | 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

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

11

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customers account. The bid and offer quotations, and the
broker-dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customers confirmation. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from these rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchasers written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for the stock that is subject to these
penny stock rules. Consequently, these penny stock rules may affect the ability
of broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common stock.

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

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

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not
Applicable.

Item 4T. Controls and Procedures.

Disclosure Controls and Procedures

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

As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by the quarterly report, being October 31, 2008, we have
carried out an evaluation of the effectiveness of the design and operation of
our companys disclosure controls and procedures and our companys internal
control over financial reporting. This evaluation was carried out by our
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 have materially affected, or are reasonably likely to affect, our internal
control over financial reporting.

12

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Internal Control over Financial Reporting

During
our most recently completed fiscal quarter ended October 31, 2008 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 1A. Risk Factors

Not
Applicable.

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.

13

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Item 6. Exhibits.

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

* Filed herewith

14

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SIGNATURES

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

SEARCH BY HEADLINES.COM CORP.

By: /s/ Joe Loeppky Joe Loeppky President,
Secretary, Treasurer and Director (Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer) Dated: December 10,
2008



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