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Unaudited Pro Forma Consolidated Financial Information

The following unaudited pro forma consolidated financial information (i) presents the historical balance sheet of Naked Boxer Brief Clothing Inc. (“Naked”) as of April 30, 2012 giving pro forma effect to the July 30, 2012 reverse merger of Naked with Search by Headlines.com Corp., (the “Company”) as if the reverse merger of Naked with the Company had occurred on April 30, 2012 (ii) consolidates the historical statement of operations of Naked for the year ended January 31, 2012 giving pro forma effect to the reverse merger of Naked with the Company as if they had occurred on February 1, 2011, and (iii) combines the historical statement of operations of Naked for the three months ended April 30, 2012 with that of the Company.

As the Company’s previous year end was July 31 and the year end prospectively will be Naked’s year end of January 31, the results of the Company for the year ended January 31, 2012 were determined by combining the result of operations for the six months ended July 31, 2011 and the six months ended January 31, 2012 adjusted for the effect of the private placement transactions detailed in note 4(a).

The historical financial information has been adjusted to give pro forma effect to events that are directly attributable to the reverse merger of Naked with the Company, are factually supportable and, in the case of the pro forma statements of operations, have a recurring impact. The pro forma adjustments are preliminary, and the unaudited pro forma consolidated financial information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the reverse merger taken place on the dates noted, or the future financial position or operating results of the combined company. The pro forma adjustments are based upon available information and assumptions that we believe are reasonable.

The reverse merger of Naked with the Company is being accounted for as a capital transaction. Transactions involving the merger of a private company whereby the shareholders of a private operating company gain effective control of a public company with nominal assets and limited operations generally do not meet the accounting definition of a business acquisition and therefore are accounted for as capital transactions. The reverse merger has been accounted for as if Naked issued its own shares to acquire the Company and includes the recapitalization of Naked to conform its capital structure to the legal capital structure of the Company.

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The accompanying notes are an integral part of these unaudited financial statements.

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The accompanying notes are an integral part of these unaudited financial statements.

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The accompanying notes are an integral part of these unaudited financial statements.

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The unaudited pro forma consolidated financial statements of Search By Headlines.com Corp. (“SBH” or the “Company”) reflects financial information which gives pro forma effect to the acquisition agreement dated February 28, 2012 with Naked Boxer Brief Clothing Inc. (“Naked”) (the “Agreement” or “Acquisition”). At the closing of the transaction outlined in the Agreement on July 30, 2012, SBH acquired 100% of the issued and outstanding common shares of Naked in exchange for the issuance of 13,500,000 common shares of SBH. These pro-forma consolidated financial statements are prepared on the basis of the assumptions and adjustments as described in Note 4 below.

At the closing of the transaction, the former shareholders of Naked will control 50% of the issued and outstanding voting shares of SBH and former management of Naked will comprise more than 50% of the Board of Directors of SBH. Additionally, Naked’s management became the Company’s management. For accounting purposes, Naked is considered the acquirer and the resulting unaudited pro forma consolidated financial statements included herein are presented as a continuation of Naked and reflect the transaction as a recapitalization of Naked follow accounting rules applicable for reverse recapitalizations. Such financial information has been prepared from, and should be read in conjunction with, the historical financial statements and notes thereto of Naked included in this Form 8-K Report and SBH’s interim and annual reports on Form 10-Q and Form 10-K, respectively.

The pro forma consolidated statement of operations gives effect to the transaction as if it had occurred on February 1, 2011, combining the results of SBH with the results of Naked for the year ended January 31, 2012. As SBH’s previous year end was July 31 and the year end prospectively will be Naked’s year end of January 31, the results of SBH for the year ended January 31, 2012 were determined by combining the result of operations for the six months ended July 31, 2011 and the six months ended January 31, 2012 adjusted for the effect of the private placement transactions detailed in note 4(a). In addition, the unaudited pro forma interim consolidated statement of operations combines the results of SBH and Naked for the three month period ended April 30, 2012 adjusted for the effect of the private placement transactions detailed in note 4(a). The unaudited pro forma consolidated balance sheet was prepared as if the above acquisition occurred on April 30, 2012 combining the April 30, 2012 financial position of SBH adjusted for the effect of the private placement transactions detailed in note 4(a) with that of Naked.

The pro forma consolidated financial information is unaudited. The unaudited pro forma consolidated financial information is not necessarily indicative of the consolidated results which actually would have occurred if the above transaction had been consummated at the beginning of the periods presented; nor does it purport to present the results of operations for future periods.

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The unaudited pro forma consolidated financial information has been prepared based on the historical financial information of Naked and SBH giving effect to the reverse merger of Naked with the Company and related adjustments described in these notes. Certain note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by SEC rules and regulations.

At closing of the transaction outlined in the Agreement, SBH acquired all of the issued and outstanding shares of Naked in exchange for 13,500,000 shares of SBH. As a result, each shareholder of Naked received 2.145 shares of SBH in exchange for their shares of Naked. In order to facilitate the merger, the Company was incorporated in the State of Nevada.

At Closing, 100,000 outstanding share purchase warrants exercisable for common shares of Naked were converted into share purchase warrants exercisable for common shares of SBH at the exchange ratio of 2.145. The exercise price of the warrants remained unchanged at $0.75 per share and the expiry date was changed to July 30, 2014.

Following the acquisition of the shares of Naked, SBH’s business has become the manufacture and sales of direct and wholesale undergarments to consumers and retailers. As the former shareholders of Naked will control the board and management of SBH after the closing of the transaction, the Acquisition has been accounted for as a reverse acquisition and a recapitalization of Naked. Following accounting rules applicable to a reverse acquisition, Naked is considered the accounting acquirer and the financial statements are presented as a continuation of Naked. The value attributable to the common shares reflects the carrying value, which approximates fair value, of the net assets of SBH.

Naked will pay a finder’s fee of $35,676 in connection with the acquisition to a related party (shown as a pro forma adjustment to cash).

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As of April 30, 2012, SBH’s authorized capital consisted of 100,000,000 common shares, par value $0.001 per share.

After giving effect to the pro forma assumptions and adjustments in Note 4, the issued share capital of the Company will be as follows:

*The adjustment to SBH’s share capital is calculated as follows:

The following reflects the increase in weighted average basic and diluted shares outstanding for the assumed shares issued to consummate the merger. The increase in shares outstanding represents the assumed shares issued to consummate the merger as if Naked had issued its own shares to acquire the Company.

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To recapitalize the Company’s stockholders’ equity to conform to the legal capital structure.

27,000,000 shares of common stock outstanding at $.001 par = $27,000)

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