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1

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 April 30,
2008

[ ] 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 June 12, 2008

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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2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

These financial statements have
been prepared by Search By Headlines.Com Corp. without audit, pursuant to the
rules and regulations of the 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 April 30, 2008, and our results of operations and our cash flows
for the three month period ended April 30, 2008 and for the period from
inception (May 17, 2005) to April 30, 2008. The results for these interim
periods are not necessarily indicative of the results for the entire year.

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3





SEARCH BY HEADLINES.COM CORP.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

April 30, 2008

(Stated in US Dollars)

(Unaudited)

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|SEARCH BY HEADLINES.COM CORP.   
|--------------------------------
|(A Development Stage Company)   
|INTERIM BALANCE SHEET           
|April 30, 2008 and July 31, 2007
|(Stated in US Dollars)          
|(Unaudited)                     

|                                                      |   | April 30, |   |   | July 31, |  
|----------------------------------------------------- | - | --------- | - | - | -------- | -
|ASSETS                                                |   | 2008      |   |   | 2007     |  
|                                                      |   |           |   |   |          |  
|Current                                               |   |           |   |   |          |  
|Cash and cash equivalents                             | $ | 20,942    |   | $ | 34,311   |  
|                                                      |   |           |   |   |          |  
|Website  Notes 3 and 4                               |   | 4,858     |   |   | 3,459    |  
|                                                      |   |           |   |   |          |  
|                                                      | $ | 25,800    |   | $ | 37,770   |  
|                                                      |   |           |   |   |          |  
|LIABILITIES                                           |   |           |   |   |          |  
|                                                      |   |           |   |   |          |  
|Current                                               |   |           |   |   |          |  
|Accounts payable                                      | $ | 25,751    |   | $ | 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                                  |   | 9,308     |   |   | 8,487    |  
|Deficit accumulated during the development stage      |   | (72,359   | ) |   | (54,188  | )
|                                                      |   |           |   |   |          |  
|Total stockholders equity                            |   | 49        |   |   | 17,399   |  
|                                                      |   |           |   |   |          |  
|                                                      | $ | 25,800    |   | $ | 37,770   |  

SEE ACCOMPANYING NOTES

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|SEARCH BY HEADLINES.COM CORP.                                          
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|INTERIM STATEMENT OF OPERATIONS                                        
|for the three and nine months ended April 30, 2008 and
      2007 and  
|for the period May 17, 2005 (Date of Inception) to April
      30, 2008
|(Stated in US Dollars)                                                 
|(Unaudited)                                                            

|                                          |   |                    |   |   |                   |   |   |               |   |   |           |   |   | May 17,       |  
|----------------------------------------- | - | ------------------ | - | - | ----------------- | - | - | ------------- | - | - | --------- | - | - | ------------- | -
|                                          |   |                    |   |   |                   |   |   |               |   |   |           |   |   | 2005 (Date of |  
|                                          |   | Three months ended |   |   | Nine months ended |   |   | Inception) to |  
|                                          |   | April 30,          |   |   | April 30,         |   |   | April 30,     |  
|                                          |   | 2008               |   |   | 2007              |   |   | 2008          |   |   | 2007      |   |   | 2008          |  
|Revenue                                   | $ | -                  |   | $ | -                 |   | $ | -             |   | $ | -         |   | $ | -             |  
|Expenses                                  |   |                    |   |   |                   |   |   |               |   |   |           |   |   |               |  
|General and
      administrative  Note 4 |   | 5,492              |   |   | 9,230             |   |   | 18,171        |   |   | 31,740    |   |   | 73,969        |  
|Loss from operations                      |   | (5,492             | ) |   | (9,230            | ) |   | (18,171       | ) |   | (31,740   | ) |   | (73,969       | )
|Interest income                           |   | -                  |   |   | -                 |   |   | -             |   |   | 880       |   |   | 1,610         |  
|Loss before other                         |   | (5,492             | ) |   | (9,230            | ) |   | (18,171       | ) |   | (30,860   | ) |   | (72,359       | )
|Other:                                    |   |                    |   |   |                   |   |   |               |   |   |           |   |   |               |  
|Foreign currency translation adjustment   |   | (388               | ) |   | 1,017             |   |   | 821           |   |   | (448      | ) |   | 9,308         |  
|Net comprehensive loss for the period     | $ | (5,880             | ) | $ | (8,213            | ) | $ | (17,350       | ) | $ | (31,308   | ) | $ | (63,051       | )
|Basic and diluted loss per share          | $ | (0.00              | ) | $ | (0.00             | ) | $ | (0.00         | ) | $ | (0.00     | ) |   |               |  
|Weighted average number of shares         |   |                    |   |   |                   |   |   |               |   |   |           |   |   |               |  
|outstanding                               |   | 9,010,000          |   |   | 9,010,000         |   |   | 9,010,000     |   |   | 9,010,000 |   |   |               |  

SEE ACCOMPANYING NOTES

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|SEARCH BY HEADLINES.COM CORP.                                          
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|INTERIM STATEMENT OF STOCKHOLDERS EQUITY                              
|for the period May 17, 2005 (Date of Inception) to April
      30, 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         |  | -         |  |   | -            |  |   | -          |  |   | 821           |  |   | -           |   |   | 821     |  
|Net loss for the period                         |  | -         |  |   | -            |  |   | -          |  |   | -             |  |   | (18,171     | ) |   | (18,171 | )
|                                                |  |           |  |   |              |  |   |            |  |   |               |  |   |             |   |   |         |  
|Balance, April 30, 2008                         |  | 9,010,000 |  | $ | 9,010        |  | $ | 54,090     |  | $ | 9,308         |  | $ | (72,359     | ) | $ | 49      |  

SEE ACCOMPANYING NOTES

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|SEARCH BY HEADLINES.COM CORP.                                          
|-----------------------------------------------------------------------
|(A Development Stage Company)                                          
|INTERIM STATEMENT OF CASH FLOWS                                        
|for the nine months ended April 30, 2008 and 2007 and                  
|for the period May 17, 2005 (Date of Inception) to April
      30, 2008
|(Stated in US Dollars)                                                 
|(Unaudited)                                                            

|                                                   |   |                   |   |   |               |   |   | May 17        |  
|-------------------------------------------------- | - | ----------------- | - | - | ------------- | - | - | ------------- | -
|                                                   |   |                   |   |   |               |   |   | 2005 (Date of |  
|                                                   |   | Nine months ended |   |   | Inception) to |  
|                                                   |   | April 30,         |   |   | April 30,     |  
|                                                   |   | 2008              |   |   | 2007          |   |   | 2008          |  
|                                                   |   |                   |   |   |               |   |   |               |  
|Operating Activities                               |   |                   |   |   |               |   |   |               |  
|Net loss for the period                            | $ | (18,171           | ) | $ | (30,860       | ) | $ | (72,359       | )
|Amortization expense                               |   | 2,816             |   |   | 1,686         |   |   | 6,087         |  
|Changes in operating working capital
      items:  |   |                   |   |   |               |   |   |               |  
|Interest receivable                                |   | -                 |   |   | 610           |   |   | -             |  
|Accounts payable                                   |   | 5,380             |   |   | 6,904         |   |   | 25,751        |  
|                                                   |   |                   |   |   |               |   |   |               |  
|                                                   |   | (9,975            | ) |   | (21,660       | ) |   | (40,521       | )
|                                                   |   |                   |   |   |               |   |   |               |  
|Investing Activity                                 |   |                   |   |   |               |   |   |               |  
|Website development                                |   | (4,215            | ) |   | (3,775        | ) |   | (10,945       | )
|                                                   |   |                   |   |   |               |   |   |               |  
|Financing Activity                                 |   |                   |   |   |               |   |   |               |  
|Issuance of common stock for cash                  |   | -                 |   |   | -             |   |   | 63,100        |  
|                                                   |   |                   |   |   |               |   |   |               |  
|Effect of foreign exchange on cash                 |   | 821               |   |   | (448          | ) |   | 9,308         |  
|                                                   |   |                   |   |   |               |   |   |               |  
|Increase (decrease) in cash during the period      |   | (13,369           | ) |   | (25,883       | ) |   | 20,942        |  
|                                                   |   |                   |   |   |               |   |   |               |  
|Cash and cash equivalents, beginning of the period |   | 34,311            |   |   | 60,923        |   |   | -             |  
|                                                   |   |                   |   |   |               |   |   |               |  
|Cash and cash equivalents, end of the period       | $ | 20,942            |   | $ | 35,040        |   | $ | 20,942        |  

SEE ACCOMPANYING NOTES

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|3                                        
|-----------------------------------------
|                                         
|                                         
|SEARCH BY HEADLINES.COM CORP.            
|(A Development Stage Company)            
|NOTES TO THE INTERIM FINANCIAL STATEMENTS
|April 30, 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, 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |         |   | April 30, 2008 | 
| | ------- | - | -------------- | 
| |         |   |                | 
| |         |   | Cost           | 
| |         |   |                | 
| | Website | $ | 10,945         | 

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

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|Note 4 | Related Party Transactions                                                                                                                                                                                                                                                                                                  
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                             
|       | During the nine months ended April 30, 2008, the Company
      incurred website development costs charged by a director of the Company
      totalling $4,215 (April 30, 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 April 30, 2008, directors of the Company own
      3,000,000 common shares.                                                                                                                                                                                                                                           

SEE ACCOMPANYING NOTES

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5

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 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 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 are a recognized news source
for Google news, so when news is posted on our website by online registered
users, it is redistributed by Google news within 1-3 hours. Our website is
currently building and adding distribution partners.

We have 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.

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 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) | We are 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) | We are 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 were 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 Web Strike Solutions 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

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 April 30, 2008, we generated no revenues. As at
April 30, 2008, we had working capital deficiency of $4,809. 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

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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 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
April 30, 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 April 30, 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 April 30, 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.

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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;
| | -- | --------------------------------------

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| | 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

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

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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 April
30, 2008

During the three month period
ended April 30, 2008, covered by our unaudited financial statements, we did not
generate any revenues. Our loss from operations for the three month period ended
April 30, 2008 was $5,880 compared to a loss of $8,213 for the three month
period ended April 30, 2007. The decrease was due to the fact that we spent less
money on general and administrative expenses.

General and administrative
expenses were $5,492 for the three months ended April 30, 2008, compared to
$9,230 for the three months ended April 30, 2007.

We did not record any interest income
for the three month periods ended April 30, 2008 and April 30, 2007.

Our net comprehensive loss for
the three months ended April 30, 2008 was $5,880, or $0.00 per share, as
compared to a net loss of $8,213, or $0.00 per share, for the three months ended
April 30, 2007. The decrease in comprehensive loss was due to the fact that we
spent less money on general and administrative expenses.

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.

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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 Period |  
| | ---------------------------------------------------------------- | -
| | Operating expenditures                                           |  
| | Marketing                                                        | $
| | General and Administrative                                       | $
| | Legal and Accounting                                             | $
| | Website development costs                                        | $
| | Total                                                            | $

Liquidity and Capital Resources

|Working Capital     |   |                      |   |   |                     | 
|------------------- | - | -------------------- | - | - | ------------------- | 
|                    |   | As at April 30, 2008 |   |   | As at July 31, 2007 | 
|Current Assets      | $ | 20,942               |   | $ | 34,311              | 
|Current Liabilities | $ | 25,751               |   | $ | 20,371              | 
|Working Capital     | $ | (4,809               | ) | $ | 13,940              | 

|Cash Flows                                    |   |                   |   |   |                   |  
|--------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                              |   | Nine Months Ended |   |   | Nine Months Ended |  
|                                              |   | April 30, 2008    |   |   | April 30, 2007    |  
|Cash Flows (Used In) Operating Activities     | $ | (9,975            | ) | $ | (21,660           | )
|Cash Flows from Financing Activities          | $ | -                 |   | $ | -                 |  
|Cash Flows (Used In) Investing Activities     | $ | (4,215            | ) | $ | (3,775            | )
|Net Increase (decrease) in Cash During Period | $ | (13,369           | ) | $ | (25,883           | )

Operating Activities

Our operating activities used
cash of $9,975 for the nine month period ended April 30, 2008. The cash used
during the period primarily was due to payment of general and administrative
expenses.

Investing Activities

Investing activities used cash of
$4,215 for the nine month period ended April 30, 2008, compared to $3,775 for
the nine month period ended April 30, 2007. This increase in cash used in
investing activities was the result of an increase in our spending on our
website development.

Financing Activities

Financing activities provided
cash of $Nil for the nine month period ended April 30, 2008, which was the same
as for the nine month period ended April 30, 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:

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| | 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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                            
| | 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.                                                             

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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, 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 April 30, 2008 have incurred a net comprehensive loss of
$63,051 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.

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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.

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 April 30, 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.

Internal Control over Financial Reporting

During our most recently
completed fiscal quarter ended April 30, 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.                                                                                                                                       

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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, Secretary,
Treasurer and Director (Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer) Dated: June 13, 2008

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