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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 January 31, 2008

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

For the transition period from __________ to __________

Commission file number 000-52381

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

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 9,010,000
common shares issued and outstanding as of March<>, 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 January 31, 2008, and our results of
operations and our cash flows for the three month period ended January 31, 2008
and for the period from inception (May 17, 2005) to January 31, 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

January 31, 2008

(Stated in US Dollars)

(Unaudited)

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4

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

|                                                      |   | January 31, |   |   | July 31, |  
|----------------------------------------------------- | - | ----------- | - | - | -------- | -
|                                                      |   | 2008        |   |   | 2007     |  
|**ASSETS**                                            |  
|                                                      |   |             |   |   |          |  
|Current                                               |   |             |   |   |          |  
|Cash and cash equivalents                             | $ | 21,488      |   | $ | 34,311   |  
|                                                      |   |             |   |   |          |  
|Website  Notes 3 and 4                               |   | 5,850       |   |   | 3,459    |  
|                                                      |   |             |   |   |          |  
|                                                      | $ | 27,338      |   | $ | 37,770   |  
|                                                      |   |             |   |   |          |  
|LIABILITIES                                           |  
|                                                      |   |             |   |   |          |  
|Current                                               |   |             |   |   |          |  
|Accounts payable                                      | $ | 21,409      |   | $ | 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                                  |   | 9,696       |   |   | 8,487    |  
|Deficit accumulated during the development stage      |   | (66,867     | ) |   | (54,188  | )
|                                                      |   |             |   |   |          |  
|Total stockholders equity                            |   | 5,929       |   |   | 17,399   |  
|                                                      |   |             |   |   |          |  
|                                                      | $ | 27,338      |   | $ | 37,770   |  

SEE ACCOMPANYING NOTES

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5

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

May 17,2005 (Date ofThree months ended
      
      
      Six months ended
      
      
      Inception) toJanuary 31,
      
      
      January 31,
      
      
      January 31,2008
      
      
      2007
      
      
      2008
      
      
      2007
      
      
      2008Revenue
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -ExpensesGeneral and administrative  Note
        4
      
      8,479
      
      
      13,754
      
      
      12,679
      
      
      22,510
      
      
      68,477Loss from operations
      
      (8,479
      )
      
      (13,754
      )
      
      (12,679
      )
      
      (22,510
      )
      
      (68,477
      )Interest income
      
      -
      
      
      559
      
      
      -
      
      
      880
      
      
      1,610Loss before other
      
      (8,479
      )
      
      (13,195
      )
      
      (12,679
      )
      
      (21,630
      )
      
      (66,867
      )Other:Foreign currency translation
        adjustment
      
      1,248
      
      
      1,873
      
      
      1,209
      
      
      (1,465
      )
      
      9,696Net comprehensive loss for the period
      $
      (7,231
      )
      $
      (11,322
      )
      $
      (11,470
      )
      $
      (23,095
      )
      $
      (57,171
      )Basic and diluted loss per share
      $
      (0.00
      )
      $
      (0.00
      )
      $
      (0.00
      )
      $
      (0.00
      )Weighted average number of shares outstanding
      
      9,010,000
      
      
      9,010,000
      
      
      9,010,000
      
      
      9,010,000


SEE ACCOMPANYING NOTES

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6

SEARCHBYHEADLINES.COMCORP.(A Development Stage Company) INTERIM STATEMENT OF
STOCKHOLDERS EQUITY for the period May 17, 2005 (Date of Inception) to
January 31, 2008 (Stated in US Dollars) (Unaudited )

DeficitCommon
        Stock
      
      
      
      
      
      AccumulatedAdditional
      
      
      
      
      
      During thePaid-in
      
      
      Comprehensive
      
      
      DevelopmentShares
      
      
      Par
        Value
      
      
      Capital
      
      
      Income
      
      
      Stage
      
      
      TotalCapital stock issued for cash:August 2005                        
        - at $0.001
      3,000,000
      
      $
      3,000
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      3,000September
        2005            
               - at $0.01
      6,010,000
      
      
      6,010
      
      
      54,090
      
      
      -
      
      
      -
      
      
      60,100Foreign currency translation adjustment
      -
      
      
      -
      
      
      -
      
      
      6,487
      
      
      -
      
      
      6,487Net loss for the year
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (15,400
      )
      
      (15,400
      )Balance, July 31, 2006
      9,010,000
      
      
      9,010
      
      
      54,090
      
      
      6,487
      
      
      (15,400
      )
      
      54,187Foreign currency translation adjustment
      -
      
      
      -
      
      
      -
      
      
      2,000
      
      
      -
      
      
      2,000Net loss for the period
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (38,788
      )
      
      (38,788
      )Balance, July 31, 2007
      9,010,000
      
      
      9,010
      
      
      54,090
      
      
      8,487
      
      
      (54,188
      )
      
      17,399Foreign currency translation adjustment
      -
      
      
      -
      
      
      -
      
      
      1,209
      
      
      -
      
      
      1,209Net loss for the period
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (12,679
      )
      
      (12,679
      )Balance, January 31, 2008
      9,010,000
      
      $
      9,010
      
      $
      54,090
      
      $
      9,696
      
      $
      (66,867
      )
      $
      5,929


SEE ACCOMPANYING NOTES

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

|                                                         |   |                  |   |   |               |   |   | May 17        |  
|-------------------------------------------------------- | - | ---------------- | - | - | ------------- | - | - | ------------- | -
|                                                         |   |                  |   |   |               |   |   | 2005 (Date of |  
|                                                         |   | Six months ended |   |   | Inception) to |  
|                                                         |   | January 31,      |   |   | January 31,   |  
|                                                         |   | 2008             |   |   | 2007          |   |   | 2008          |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Operating Activities                                     |   |                  |   |   |               |   |   |               |  
|Net loss for the period                                  | $ | (12,679          | ) | $ | (21,630       | ) | $ | (66,867       | )
|Amortization expense                                     |   | 1,824            |   |   | 1,121         |   |   | 5,095         |  
|Changes in operating working
      capital items:        |   |                  |   |   |               |   |   |               |  
|Interest receivable                                      |   | -                |   |   | 171           |   |   | -             |  
|Accounts payable                                         |   | 1,038            |   |   | 3,681         |   |   | 21,409        |  
|                                                         |   |                  |   |   |               |   |   |               |  
|                                                         |   | (9,817           | ) |   | (16,657       | ) |   | (40,363       | )
|                                                         |   |                  |   |   |               |   |   |               |  
|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                       |   | 1,209            |   |   | (1,465        | ) |   | 9,696         |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Increase (decrease) in cash during the period            |   | (12,823          | ) |   | (21,897       | ) |   | 21,488        |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Cash and cash equivalents, beginning of the
      period |   | 34,311           |   |   | 60,923        |   |   | -             |  
|                                                         |   |                  |   |   |               |   |   |               |  
|Cash and cash equivalents, end of the period             | $ | 21,488           |   | $ | 39,026        |   | $ | 21,488        |  

SEE ACCOMPANYING NOTES

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8

SEARCH BY HEADLINES.COM CORP.(A Development Stage
Company) NOTES TO THE INTERIM FINANCIAL STATEMENTS January 31, 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |         |   | January
      31, 2008 | 
| | ------- | - | ---------------------- | 
| |         |   |                        | 
| |         |   | Cost                   | 
| |         |   |                        | 
| | Website | $ | 10,945                 | 
| |         |   |                        | 
| |         |   |                        | 
| |         |   | July
      31, 2007    | 
| |         |   |                        | 
| |         |   | Cost                   | 
| |         |   |                        | 
| | Website | $ | 6,730                  | 

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|Note 4 | Related Party Transactions                                                                                                                                                                                                                                                                                                     
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                
|       | During the six months ended January 31, 2008, the Company
      incurred website development costs charged by a director of the Company
      totalling $4,215 (January 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 January 31, 2008, directors
      of the Company own 3,000,000 common shares.                                                                                                                                                                                                                                            

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

FORWARD-LOOKING STATEMENTS

****This quarterly report contains forward-looking statements as that term
is defined in Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors", that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

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

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

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

General

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

Current Business

****SearchbyHeadlines.com features news in a format that users search or
submit news by headline. News is broken down by headline under industry sectors,
then once again by: Public Company News, Private Company News or Association and
Non-Profit News. The site offers free news submission service for public
relations and investor relations representatives as well as upgraded services.
Upgraded users can submit news releases with up to three different headlines
that rotate every four hours.

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

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11

****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

---

12

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 prospectus 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 dependent on sales of our equity securities to meet the majority of
our cash requirements. From our date of inception on May 17, 2005 to January 31,
2008, we generated no revenues. As at January 31, 2008, we had working capital
of $79. 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

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13

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 January 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 January 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 January 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.

---

14

****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;
| | -- | --------------------------------------

---

15

| | 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

---

16

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
January 31, 2007

****During the three month period ended January 31, 2008, covered by our
unaudited financial statements, we did not generate any revenues. Our loss from
operations for the three month period ended January 31, 2008 was $8,479 compared
to a loss of $13,754 for the three month period ended January 31, 2007. The
decrease was due to the fact that we spent less money on general and
administrative expenses.

****General and administrative expenses were $8,479 for the three months
ended January 31, 2008, compared to $13,754 for the three months ended January
31, 2007.

****We did not record any interest income for the three month period ended
January 31, 2008 compared to $559 for the three months ended January 31,
2007.

****Our net comprehensive loss for the three months ended January 31, 2008
was $7,231, or $0.00 per share, as compared to a net loss of $11,322, or $0.00
per share, for the three months ended January 31, 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.

---

17

****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 January 31, 2008 | As at July 31, 2007
|Current Assets      | $21,488                | $34,311            
|Current Liabilities | 21,409                 | 20,371             
|Working Capital     | $79                    | $13,940            

|Cash Flows                                      |                  |                 
|----------------------------------------------- | ---------------- | ----------------
|                                                | Six Months Ended | Six Months Ended
|                                                | January 31, 2008 | January 31, 2007
|Cash Flows (Used In)
      Operating Activities | $(9,817)         | $(16,657)       
|Cash Flows from Financing Activities            | $-               | $-              
|Cash Flows (Used In)
      Investing Activities | $(4,215)         | $(3,775)        
|Net Increase (decrease) in Cash During Period   | $(12,823)        | $(21,897)       

Operating Activities

****Our operating activities used cash of $9,817 for the six month period
ended January 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 $4,215 for the six month period ended
January 31, 2008, compared to $3,775 for the six month period ended January 31,
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 six month period
ended January 31, 2008, which was the same as for the six month period ended
January 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:

---

18

| | 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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19

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 January 31, 2008 have
incurred a net comprehensive loss of $57,171 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.

---

20

Revenue Recognition

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

Recent Accounting Pronouncements

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

Item 3. Controls and Procedures.

****As required by Rule 13a-15 under the Securities Exchange Act of 1934,
as of the end of the period covered by the quarterly report, being January 31,
2008, we have carried out an evaluation of the effectiveness of the design and
operation of our company's disclosure controls and procedures. This evaluation
was carried out by our company's management, including our company's principal
executive officer, principal financial officer and principal accounting officer.
Based upon that evaluation, our company's principal executive officer, principal
financial officer and principal accounting officer concluded that our disclosure
controls and procedures are effective in timely alerting management to material
information relating to us required to be included in our periodic SEC filings
as at the end of the period covered by this report. There have been no changes
in our internal controls or in other factors that could significantly affect
internal controls subsequent to the date we carried out our evaluation.

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

****During our most recently completed fiscal quarter ended January 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.

---

21

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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22

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 Loeppky Joe Loeppky President,
Secretary, Treasurer and Director (Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer) Dated: March 7, 2008



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