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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 
For the fiscal year ended May 31, 2008

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 
For the transition period from ________________ to
________________

Commission file number 000-52951

HERE ENTERPRISES, INC.(Name of small business issuer in its charter)

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|2908  30 Harrison Garden Blvd.,                                     |                                     
|Toronto, Ontario, Canada                                             | M2N 7A9                             
|(Address of principal executive offices)                             | (Zip Code)                          

Issuers telephone number (416) 704-0105

Securities registered under Section 12(b) of the Exchange Act:

|None                | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act:

Common Stock(Title of class)

Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [   ]

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 [   ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will
be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [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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State issuers revenues for its most recent fiscal year.
$9,749

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked prices of such
common equity, as of a specified date within 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

2,590,000 common shares @ $3.50(1)= $9,065,000(1)Based on the last sale price on September 8,
2008.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)

Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court. Yes [ 
 ]    No [   ]  N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date. 8,190,000
shares of common stock as of September 15, 2008

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB (e.g., Part
I, Part II, etc.) into which the document is incorporated: (1) any annual report
to security holders; (2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of
1933 (Securities Act). The listed documents should be clearly described for
identification purposes (e.g., annual report to security holders for fiscal
year ended December 24, 1990). N/A

Transitional Small Business Disclosure Format (Check one): Yes
[   ]    No [X]

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PART I

Item 1. Description of Business

This annual report contains forward-looking statements as that
term is defined in Section 27A of the United States Securities Act of 1933 and
Section 21E of the United States Securities Exchange Act of 1934. 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, expect, plan, anticipate, believe, estimate, predict,
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 beginning on page 14 below, 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 consolidated financial statements are stated in United
States dollars and are prepared in accordance with United States generally
accepted accounting principles. The following discussion should be read in
conjunction with our consolidated financial statements and the related notes
that appear elsewhere in this annual report.

In this annual 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 annual
report, the terms we, us and our refer to Here Enterprises, Inc. and/or
Here Network Corp., a wholly owned subsidiary of Here Enterprises, Inc.

Corporate History

We were incorporated in the State of Nevada on November 15,
2006. Our wholly-owned subsidiary, Here Network Corp., was incorporated in the
Province of British Columbia on December 12, 2006. We commenced business
operations with the acquisition of dinehere.ca on December 12, 2006.

On August 1, 2008, we and Conversational Computing Corporation,
a private Washington state based corporation, signed a letter of intent for our
company to acquire Conversational Computing Corporation through a share exchange.
If the transactions contemplated by the letter of intent are completed,
Conversational Computing Corporation would become our wholly owned subsidiary.

Pursuant to the term sheet, we intend to exchange 4,100,000
common shares of our company held by Roger Williams, our former President,
Secretary, Treasurer and Director, and 1,500,000 common shares of our company,
held by Michael McFadyen, our former Vice President, Director of Sales and
Director, for  all  issued and outstanding common shares of our wholly
owned subsidiary, Here Network Corp. Furthermore, we intend to proceed based on
an anticipated share exchange of 40 common shares of Conversational Computing
Corporation for 4 common shares of our company. In addition, the shareholders of
Conversational Computing Corporation will receive one common stock purchase
warrant, with a life of three years from the date of the completion of the
contemplated transactions with an exercise price of $4.00.

There is no assurance that we will be able to complete the
transactions as contemplated above, or on terms acceptable to our company.

Current Business

Through our subsidiary Here Network Corp. incorporated in
British Columbia, we operate a website dining guide at www.dinehere.ca called
Dine Here. The website contains restaurant listings for British Columbia
including Greater

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Vancouver, Victoria and Whistler. Visitors can view restaurant
information for many of the restaurants in the cities covered including user
contributed reviews that have a title, description of their experience and
ratings for categories including food, service, ambiance and an overall rating.
Internet visitors can also register at the website and submit reviews on any
restaurant or add new restaurant listings.

The website was originally launched in November 2004. Since
that time, Dine Here has had a steady increase of traffic, registrations and
review and restaurant listing submissions. As of May 31, 2008, the site had
9,555 registrations, 3,076 restaurants and 20,367 reviews. For the month ending
May 31, 2008, dinehere.ca had 1,125,000 page views and 309,000 visits.

Registration is not required to view any of the web pages on
Dine Here, only to submit reviews or restaurant listings. Membership on Dine
Here is free; anyone can register an account and become a user of the website.
In order to add reviews or restaurant listings, registration is required.
Registration involves filling in a form with the requested username, password,
location and email address. The location is displayed along with your username
with every review submitted using that profile. After a user registers with Dine
Here, a confirmation email is sent to the email address supplied. In order to
complete the registration, a link contained within the registration email must
be clicked on which verifies that the email address supplied is valid. Once this
final step is completed, the new user can login to the website and submit
reviews or new restaurant listings.

For each restaurant listing, Dine Here displays contact
information including the restaurant name, address, telephone number and website
address (if available). Each restaurant is classified by the price range of
meals, the cuisine type they serve and whether they accept reservations. There
is a map link that the user can click on that sends the visitor to Google Maps,
an external website. The address of the restaurant is passed to Google Maps and
a map is displayed containing an image of the geographical location of the
restaurant. If the restaurant is associated with other restaurants such as being
part of a restaurant chain, links to those restaurant listings are displayed.

Registered users on Dine Here can submit reviews on any
restaurant listing. These reviews include the following required information:
review title, review description, overall rating, food rating, service rating,
and ambiance rating. Each of the ratings is based on a one to five scale; one
representing a poor experience and five being incredible. Reviews must be
associated with a restaurant and include all of the above information. Once
submitted, the review is posted on the site immediately which is displayed as
the first review on the associated restaurant listing web page and the main Dine
Here home page. The 25 most recent reviews are displayed on Dine Heres home
page.

Every restaurant that has at least one review has an overall
rating based on the average review rating given by Dine Here users. When a new
review is submitted by a user, this overall rating is modified based on the new
average of all review ratings supplied. This rating information is displayed at
the top of every restaurant listing.

Every review and restaurant listing submitted to Dine Here is
displayed immediately on the website. Despite this fact, every review and
restaurant listing is moderated and reviewed by Dine Here staff. Dine Here has a
review and restaurant listing submission policy that must be followed in order
for the submission to remain on the website. All submissions on Dine Here must
conform to the following standards:

- Must be well written and contain proper punctuation, grammar and spelling;
- Reviews must be justified  all high or low ratings such as a one or five
  must be discussed in detail in the review for each rating given;
- Must not contain remarks about other reviews or reviewers;
- Must not discuss owners, managers or servers by specific name in a
  negative fashion;
- Cannot contain objectionable content including foul language or imply any
  sort of racial discrimination;
- Cannot appear to be obviously biased or slanderous in nature;
- Cannot discuss instances of food poisoning or unwanted objects in food;
  and
- Must not contain URLs (website addresses) in content

Failure to conform to the above submission policy will result
in the review or restaurant listing being removed. All user submissions are
generally moderated within one to two business days, but based on traffic
levels, moderation of submissions can sometimes take up to a week.

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We are currently developing a new website for Dine Here that
will have a new design and will use community based software called Drupal.
Drupal is an open sourced software package that simplifies the process of
creating a community driven website by providing a basic, common framework with
features that most community based websites require. The software also allows
customization and feature addition with a module system that simplifies this
process.

The next version of the website, Dine Here 2.0, will replicate
all current functionality of the site. In addition, it will support the
following new features:

- Direct advertising  Support for an advertiser to purchase advertising
  through the web using Paypal as the online payment method. Advertisers can
  create or modify their ads, renew advertising and view their advertisement
  statistics; and
- New logo and website design  Implement a new look and feel for the
  website.

The new logo and design for Dine Here 2.0 was completed by
Pixelsplitter Design at a cost of CDN$2,000. A portion of the software
development and customization for the new website was performed by As If
Productions. We paid As If Productions a total $1,650 on January 30, 2007,
representing half of their quotation for services. We were unhappy with the
quality of their work and verbally terminated our agreement with As If
Productions on June 1, 2007. We subsequently retained Wickle Media Corp of
Vancouver who will complete the development for $2,000, to be paid in full upon
completion, currently estimated to be October 15, 2008. The useful life of the
new website and software is expected to be 3 years.

By the end of calendar year 2008, we plan to launch Dine Here
3.0. This will be based on the existing software implemented in Dine Here 2.0
and will not contain any design changes. We plan to add new features in this
version based on user feedback and from extensive use of the existing
website.

Current and Anticipated Sources of Revenue

We currently have one source of revenue that consists of Google
Adsense ads. With the development of the new website, we will be adding a new
source of revenue offering direct advertising to businesses.

Google Adsense is an advertising solution for web publishers
such as Dine Here. The web publisher agrees to place text ads on their website
in return for a 50-50 split of all revenue derived from the advertising placed
on the website.

Revenue is accrued when visitors click on ads on a pay per
click basis. Google Adsense has a sophisticated, contextual ad serving system
that allows them to target ads on Dine Here to serve only those that relate
geographically or match the theme of the website. Advertisers using Google
Adsense generally include local newspapers, phone book companies, restaurants,
other local businesses or anyone else that pays for this marketing service. The
ads are served within the text-based content of the site and can include up to 3
ads depending on the web page. Google Adsense pays its publishers by corporate
check on a monthly basis at the end of the month, for the previous month. This
is paid in US dollars and delivered by mail.

With the new version of the website (Dine Here 2.0), we will
continue to serve Google Adsense ads. They will be embedded within the textual
content of the website such as between each user review on the restaurant
listing pages. Embedding Google Adsense ads within the content often derives the
highest possible revenue because the ads are integrated into the content and
incite the highest click rates. We will reserve traditional advertising space
such as at the top of the page for Dine Heres direct advertising.

Direct Feature Ads

Direct advertising will be primarily marketed to local
businesses with the launch of Dine Here 2.0. It will include the ability for
advertisers to pay for and setup advertisements on Dine Here. The advertising
will work differently than Google Adsense. Instead of being based on performance
using a pay per click model, they will be impression-based and charged on the
number of times they are displayed. Advertisers will pay per CPM (cost per
thousand) impressions displayed on the website.

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Each city will be broken up into blocks of 50,000 impressions
or 50 CPMs. We expect to charge approximately US$5 per CPM. The minimum monthly
cost for each advertiser will be $250 which is based on a $5 CPM multiplied by
the minimum ad buy of 50,000 impressions. If Dine Here is unable to deliver the
necessary ad impressions to fulfill advertising commitments, the advertising
will be rolled over to the next month and added to that months sold inventory.

Advertisers will be able to create two types of ads: graphical
or text based. They can create the text based ad or upload an image to use for
their graphical ad. Once the advertisement has been created, they will be able
to type in a URL or website address that the visitor will be sent when clicking
on the ad. Finally, the advertiser will be able to select which city or cities
that they want to advertise on and how many blocks of 50,000 impressions (50
CPMs) they would like to purchase. We will require a 3 month minimum commitment.
Online payments will be accepted by major credit cards or bank transfer using
Paypal. Alternatively, we will accept a corporate check as payment.

Once the payment has been received and the advertisement has
been approved, we will begin serving the ads.

Advertisers will have a browser-based web interface that allows
them to update their advertisements, add new advertisements and view statistics
of their current and past advertisements performance.

We use PayPal to handle payment transactions from advertisers.
PayPal handles the credit card transactions and also delivers payment receipts
and user information via e-mail instantly after purchase. Paypal charges the
following fees based on the gross monthly transaction amount:

| | $0 - $3,000:        | 2.9% of transaction amount plus
      $0.30 transaction fee
| | ------------------- | -----------------------------------------------------------
| | $3,001 - $10,000:   | 2.5% of transaction amount plus $0.30
      transaction fee
| | $10,001 - $100,000: | 2.2% of transaction amount plus
      $0.30 transaction fee

All amounts above shown in US dollars

Marketing

Dine Here relies on organic search engine traffic and word of
mouth for nearly all of its website traffic. Dine Here is listed in all major
search engines and directories including Google, Yahoo, DMOZ, MSN and Ask. Due
to the nature of the site with constantly changing content, the website is
ranked well for all related keywords associated with the website such as
Vancouver restaurants or a specific restaurant name that is listed on the
website. We rely on this high placement for the majority of traffic that is
received at Dine Here. There are no plans for any online marketing expenditures
in the next 12 months. To increase traffic to Dine Here, we are focusing on
increasing the content of its website by expanding to new cities and offering
restaurant listings in those new areas.

Technology

Our current website was developed from scratch using active
server pages scripting technology. The new website (Dine Here 2.0) is based on
an open sourced software package called Drupal which is available free of
charge. The website has several customizations to the software called modules
which are proprietary to Dine Here and that Here Network Corp retains copyright
to. The new website is expected to be a significant improvement because rather
than being a custom solution, it is using a commercial-grade software package
that will be upgraded and maintained at no cost for software maintenance. Drupal
is maintained by a community of thousands of developers and users who are
constantly making major feature enhancements and bug fixes. This alleviates a
significant portion of the development costs required to maintain the software
running Dine Here other than costs associated with integration of these new
software versions into the website.

The website is hosted on a dedicated server rented to Here
Network Corp. on a month to month basis by Superb Internet Corporation. Superb
charges a monthly fee of $282.45. The server is hosted in Seattle, Washington.

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Competition

There are a significant number of competitors that offer
restaurant information and reviews on dining establishments in Canada. As we
expand across Canada, we will face new competition as all major cities have a
local dining guide for that region. In addition, there are several travel based
websites that will also offer stiff competition to Dine Here.

Competitor
    Type
    Description
    Advertising RatesThe Vancouver Restaurant Guide
      (vancouverrestaurantguide.net)
    Local guide
    A Vancouver local dining guide with no
      reviews and links to restaurants
    Annual listing fee of CDN$199Food Vancouver, Food Ontario (foodvancouver.com,
      foodontario.com)
    Local, regional dining guides
    Vancouver based dining guides with
      sister site for Ontario
    Charges annual fee for listing restaurant
      ranging from free - $400 per year for a deluxe listingFodors Travel Guide (fodors.com)
    Travel guide
    Worldwide travel guide with restaurant
      listings reviewed by professional reviewers
    Advertising based website, restaurant
      must be reviewed by in-house reviewers to be added.Where Guide (where.ca)
    Entertainment guide
    Canadian shopping, dining and
      entertainment guide
    Advertising based website, restaurant
      must be reviewed by in-house reviewers to be added.Yahoo Travel (travel.yahoo.com)
    Travel Guide
    Worldwide travel guide
    Advertising based website, reviews
      accepted from public


Growth Strategy

Our growth strategy involves organic growth by adding new
cities to our dining website directory. Over the next 12 months, we plan on
adding 3 new cities including Calgary, Toronto and Montreal. As we add each
city, we plan to hire a local sales representative to assist with local sales of
advertising in that region.

Our goal is to increase monthly page views to 4 million per
month within the next 12 months.

Employees

Our President, Secretary, Treasurer and Director, Simon Au, is
the only employee of our company. He handles all of the responsibilities in the
area of corporate administration, business development and research.

When we expand to a new city, we will be hiring a commission
based sales person for that city to assist in local ad sales. This is a part
time position which pays 50% commission for all ad sales in that city.

Intellectual Property

We own the domain names dinehere.ca and dinehere.com. All
content on the website including restaurant and reviews are considered
copyright. Although Dine Here 2.0 is based on Drupal, an open source software
package, it also includes custom modules which are proprietary to Dine Here and
that Here Network Corp. owns the copyright to.

We are not aware that our services or proprietary rights
infringe the proprietary rights of third parties. However, from time to time, we
may receive notices from third parties asserting that we have infringed their
trademarks,

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copyrights or other intellectual property rights. In addition,
we may initiate claims or litigation against third parties for infringement of
our proprietary rights or to establish the validity of our proprietary rights.
Any such claims could be time-consuming, result in costly litigation, cause
service stoppages or lead us to enter into royalty or licensing agreements
rather than disputing the merits of such claims. An adverse outcome in
litigation or similar proceedings could subject us to significant liabilities to
third parties, require expenditure of significant resources to develop
non-infringing technology and opportunities, require disputed rights to be
licensed from others, or require us to cease the marketing or use of our
website, any of which could have a material adverse effect on our business,
operating results and financial condition.

Item 2. Description of Property.

Our executive and head office is located at 2908  30 Harrison
Garden Blvd., Toronto, Ontario M2N 7A9, Canada, which is located the residence
of our President, Simon Au.

We own the domain names dinehere.ca and dinehere.com. All
content on the website including restaurant and reviews are considered
copyright. Although Dine Here 2.0 is based on Drupal, an open source software
package, it also includes custom modules which are proprietary to Dine Here and
that Here Network Corp. owns the copyright to. We have registered the
dinehere.ca domain until October 27, 2013 and maintaining the registration costs
$14/year thereafter. We have registered the domain www.dinehere.com until
February 20, 2009 and maintaining the registration costs $10/year thereafter.

Item 3. Legal Proceedings.

We know of no material, active 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 our director
and officer, or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our interest.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

PART II

Item 5. Market for Common Equity and Related Stockholder
Matters and Small Business Issuer Purchases of Equity Securities.

Our common shares are quoted on the OTC Bulletin Board under
the trading symbol HRTE.OB. There were very few trades in our common shares.
The following quotations obtained from the OTC Bulletin Board reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

Quarter Ended
      High
      LowMay
      31, 2008
    0.75
    0.75February 29, 2008
    0.20
    0.15


There were no quotations reported for our common shares as
reported on the OTC Bulletin Board prior to January 2008. The last sale price of
our common shares on September 8, 2008, was $3.50 per share.

There are currently 34 holders of record of our common
stock.

There are no outstanding options or warrants to purchase, or
securities convertible into, our common shares. None of our issued and
outstanding shares can be sold pursuant to Rule 144 of the Securities Act of
1933.

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We have not declared or paid any cash dividends since
inception. We intend to retain future earnings, if any, for use in the operation
and expansion of our business and do not intend to pay any cash dividends in the
foreseeable future. There are no restrictions in our articles of incorporation
or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:

- we would not be able to pay our debts as they become due in the usual
  course of business; or
- our total assets would be less than the sum of our total liabilities plus
  the amount that would be needed to satisfy the rights of shareholders who have
  preferential rights superior to those receiving the distribution.

Item 6. Managements Discussion and Analysis or Plan of
Operation.

The following discussion should be read in conjunction with our
audited consolidated financial statements and the related notes that appear
elsewhere in this annual 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
annual report, particularly in the section entitled Risk Factors beginning on
page 14.

Our audited consolidated financial statements are stated in
U.S. dollars and are prepared in accordance with United States generally
accepted accounting principles.

Company Overview

We were incorporated in the State of Nevada on November 15,
2006. Our wholly-owned subsidiary, Here Network Corp., was incorporated in the
Province of British Columbia on December 12, 2006. We commenced business
operations with the acquisition of dinehere.ca on December 12, 2006.

Through our subsidiary, Here Network Corp., we operate a
website dining guide at www.dinehere.ca called Dine Here. The website contains
restaurant listings for British Columbia including Greater Vancouver, Victoria
and Whistler. Visitors can view restaurant information for many of the
restaurants in the cities covered including user contributed reviews that have a
title, description of their experience and ratings for categories including
food, service, ambiance and an overall rating. Internet visitors can also
register at the website and submit reviews on any restaurant or add new
restaurant listings.

FUTURE OPERATIONS

Our primary objective for the next twelve months will be to
increase traffic and advertising sales on our website, www.dinehere.ca.

Goals

We have the following goals for the next twelve months:

- Increase Traffic to Current Cities.We intend to continue to use
  both free and paid online and offline promotion opportunities to attract new
  traffic to our website. Management believes that increased traffic to our
  website will continue to result in increased advertising revenue. We believe
  that as we continue to attract more sophisticated advertisers, they will
  evaluate advertising opportunities on our website on a CPM basis (cost per
  thousand impressions) and that therefore more traffic will result in more
  revenue.
- Improved User Experience.We intend to continue to develop our
  website to improve ease of use and the volume of useful information available
  to the user. Management believes that furtherance of this goal will result in
  increased stickiness of the website, meaning that users will view more pages
  within the site and voluntarily return to the website more often, both of
  which should result in exposure to more ads and

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- Launch New Cities.We currently offer restaurant listings and reviews
    in Vancouver, Victoria and Whistler. Over the course of the next twelve months,
    as described below, we intend to launch listings and reviews in Calgary, Toronto
    and Montreal.
- Actively Solicit Direct Advertisers.Concurrent with the launch
    of our updated website, we intend to begin actively soliciting direct advertisers.
    To date our only source of advertising revenue has been through ad space that
    we make available for Googles Adsense ads. We currently have Adsense
    ads on every page of our website. These are ads served up through our site
    by Google to clients of their choosing. We intend to directly sell feature
    ad space throughout our website to targeted clients.

More detailed discussions of various aspects of the goals
discussed above are set out below after the following discussion of milestones.
We have had delays in achieving the following milestones. Delays in the website
development and the launch of the new version of the website have been caused by
expanded project scope and the problems with contractors.

The following is a chronological itemization of the milestones
we hope to achieve over the 12 months ended August 2009. We are currently in the
second month of the 12 month milestones listed below.

Months 1-2 Research and Development of New Site

During months 1-2 of our 12 month plan, we intend to redesign
the website to Dinehere 2.0 with a launch expected in late September 2008.

The new design will include increase community functionality to
offer a better end user experience.

Months 3-4 Launch of First New City, Design and Data
Collection for Second New City, Additional Listings and Reviews in Existing
Cities

During months 3-6 of our 12 month plan, we intend to add the
city of Calgary to our website with all of the listings entered during the
previous phase of our plan. We will also begin collecting data for our second
new city, Toronto.

During this period we also intend to incite users of the site
to add listings and update current listings with any new, relevant information.
The enhanced moderation capabilities of the next version of our website will
assist in this objective by speeding the approval process of reviews. Management
believes that posting user reviews more quickly will incite them to produce
additional reviews. Management is further evaluating other methods to incite
users to add more reviews and listings, including contests and prize
giveaways.

Months 5-6 Hire Salesperson for First New City, Solicit
Feature Ads for First New City, Launch Second New City, Design and Data
Collection for Third New City

While we will be able to manage Adsense ads for any new cities
that we add, management believes that a local advertising sales representative
will be best suited to service each city to solicit feature ads. After each
successive city launch we will endeavor to hire a part time, commission-based,
local sales representative. Some of the methods we are considering to source new
employees include posting on our website and websites with localized listings
like www.craigslist.org. Depending on market conditions and the availability of
qualified personnel, we may or may not be successful at hiring a sales
representative. We expect to conduct the majority of our screening and interview
process over the Internet and telephone, but may incur additional expenses
related to travel in order to conduct in-person interviews should management
deem these necessary.

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During this period we also intend to launch our second new
city, Toronto, Ontario. Being the largest city in Canada, we will launch this
portion of our site with listings that will initially cover the central region
of the city and continue to expand as listings for additional areas are entered.

We will also begin collecting listing data for our third new
city, Montreal.

Months 7-8 Hire Salesperson for Second New City, Launch
Third New City, Review Software and Ad Sales Effectiveness

During this period we will be reviewing the functionality of
the website and evaluating the success of the rollout of the new cities in terms
of traffic volume and advertising sales. We will look for further efficiencies
and ways to maximize advertising revenue. During this period we will also review
the effectiveness of any advertising salespeople that we have hired. Based on
initial sales figures of feature ads, we may decide to set sales goals and
incentives for future periods.

During this period, we also expect to launch our third new
city, Montreal. We will also attempt to hire a part-time commission based sales
representative for the Toronto area.

Months 9-10 Continue to research additional Canadian city
inclusion based on internet search criteria. Target Ad Sales

During this period we will continue to research, based on
public internet data, additional Canadian cities to incorporate into the listing
website. Through this research, we expect to identify destination cities that
offer high tourist value based on search results available through Google ad
words.

During this period we expect to begin searching for a national
sales director to head up initiatives throughout the region.

We expect to expand our Ad Sales by targeting organizations
within the food and beverage as well as hospitality industry.

Months 11-12 Expand functionality of website to include
recruitment system for industry professionals. Review Software and Ad
Sales Effectiveness

During this period we expect to begin expanding with additional
functionality for the website to include a recruitment and posting component of
the site. This functionality will include the ability for restaurant owners to
post job listings directly to the website for a fee. Visitors to the site will
be able to search based on restaurant, location, or job type for opportunities
within the restaurant or hospitality industry. This recruitment and job posting
site will offer localized search ability together with notification through RSS
of available positions that site members can subscribe to.

We expect to continue to fine tune and expand software and ad
sales as traffic and visibility to the website increase. We will investigate
adding additional Ad Spots throughout the site to increase revenue and
exposure of customers.

Increased Traffic to Website

We believe that in many ways, our goals are circularly
connected and that achieving these goals may result in a snowball effect that
helps assure continued growth. Specifically, website traffic, the user
experience and revenue are connected. We believe that the more traffic our
website gets the more accurate and complete the information on our website will
be. This is because users can update and expand the information on our site by
correcting and adding listings as well as providing reviews of restaurants. This
in turn improves the user experience and increases revenue. This is because the
more complete and accurate the information on our site, the more utility it
provides to the user. This in turn should result in more revenue because a
better user experience should result in more page views and thus more
advertising revenue. And circularly, an improved user experience may result in
more frequent visits and more traffic as word of the websites utility spreads
organically through a city.

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To date, our promotional efforts include site submission to
major search engines and optimizing our site for search engine searches that are
relevant to our site. Over the next twelve months, we hope to increase traffic
and customers to our site by increasing promotion. Promotional initiatives we
are evaluating are as follows.

Paid Internet Advertising

Though it is a directory, we consider a paid listing on Yahoo
as advertising. We currently have a listing in Yahoos directory which we
obtained for free because the category classification is not considered
commercial. We may have to pay $299 per year to maintain this listing in the
future.

Further Website Optimization

We intend to look to increase free traffic from search engines
to our website. We have determined the most efficient way to do this is with
website optimization. We assess our current site optimization status on an
ongoing basis and look for ways to improve on it. Although we have already
optimized our website for search engines, it is an ongoing effort to gain higher
search engine positioning for relevant keyword searches. We also investigate
other search engines and websites to submit our site to for free on an ongoing
basis. By optimizing the content on each web page of our site, search engines
may perceive the site as more relevant to search terms specific to our website.

In conjunction with website optimization, we are evaluating the
implementation of a reciprocal link program with various local businesses in the
cities in which we list restaurants in order to increase targeted traffic. Such
a program could be created and managed manually. We are currently estimating the
costs and time involved in setting up such a system. Reciprocal linking simply
means exchanging links with other websites that are somehow related to each
other.

Further Search Engine Free Submissions

We have submitted our site to a number of free search engines
and many search engines have indexed our site automatically. We have submitted
our site for listing on DMOZ, one of the largest directories of websites on the
Internet. DMOZ does not charge a fee for this listing.

Promotion via Restaurants and Industry Associations

We are currently researching promotion and advertising
opportunities with restaurant, foodservice and tourism associations. We hope to
find opportunities that will allow us to reach new restaurants which may want to
list their establishments in our directory as well as potential advertising
clients. Some of the organizations we are currently researching include the
British Columbia Restaurant and Foodservices Association and various British
Columbia and Canadian tourism organizations.

We also intend to approach various restaurants and explore the
opportunity for placement of promotional material for our website in these
restaurants. These may include business cards, poster or other material inviting
patrons to read about the restaurant online.

Improved User Experience

We believe that the next version of our website, which we
expect to launch in late September 2008 will provide a significantly improved
user experience. Some of the improvements will include a new graphical design, a
restaurant profile section to highlight top performers and various community
tools to allow users to participate more actively including becoming review
moderators. We believe that as we improve both the quality of our websites look
and the community based aspects of the site that allow user participation and
interaction, that both the repeat traffic and new traffic spawned by word of
mouth will increase.

We are also exploring the addition of an online reservation
option that will allow users to make reservations through the website. This
could be accomplished by establishing a partnership with Open Table, an online
reservation website. We would include a link in the restaurant listings on Dine
Here that would allow web visitors to view

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reservation availability and reserve a table. Online
reservations would only be available for restaurants that currently participate
in the Open Table system.

Launch New Cities

Over the course of the next 12 months we plan on launching 3
new major Canadian cities to our directory of restaurants and reviews. We expect
that this will result in an increase in traffic to our website. It should also
result in an increased number of potential advertisers. As many of our ads will
be priced on how much traffic we have and how many page views each ad receives,
this may also result in an increase of revenue.

We intend to periodically evaluate traffic patterns within the
site to determine if any cities listings are receiving lower than average
traffic volumes, in order to determine where opportunities for improvement might
be found.

Actively Solicit Direct Advertisers

By actively soliciting direct advertisers, we plan to exploit
the geographically targeted nature of our traffic. Unlike many generic, content
based websites, our website lists restaurants within specific cities. It is
therefore likely that much of the traffic to those pages is from viewers in that
city. This provides an unusually focused target market for potential advertisers
who offer local products and services. Management believes that this may result
in the direct ads getting a higher CPM than the Google Adsense ads.

RESULTS OF OPERATIONS

Year ended May 31, 2008 and Period from November 15, 2006
(date of inception) to May 31, 2007

During the year ended May 31, 2008, we generated revenues of
$9,749 and our operating expenses were $104,595 as compared to revenues of
$3,518 and operating expenses of $18,952 for the period from November 15, 2006
(date of inception) to May 31, 2007. The increase in revenues was primarily
attributable tothe increase in visitor traffic and the fact that the
most recent fiscal year was a full year while the previous period being compared
began on November 15, 2006 and was only six and half months. The increase in
operating expenses was primarily attributable to the cost of becoming a public
company in the United States and the fact that the most recent fiscal year was a
full year while the previous period being compared began on November 15, 2006
and was only six and half months.

General and administrative costs were $99,777 for the year
ended May 31, 2008 as compared to $17,977 for the period from November 15, 2006
(date of inception) to May 31, 2007. The increase in general and administrative
costs was primarily attributable to the cost of becoming a public company in the
United States and the fact that he most recent fiscal year was a full year while
the previous period being compared began on November 15, 2006 and was only six
and half months.

Our former directors provided management services, valued at
$2,000 per month, and office premises, valued at $250 per month, to us at no
charge. During the year ended May 31, 2008, $24,000 in these donated services
and $3,000 in donated rent were charged to operations as compared to $11,000 in
donated services and $1,375 in donated rent for the period from November 15,
2006 (date of inception) to May 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES

As of May 31, 2008, we had working capital deficit of $4,092.
Our ongoing operating expenses and working capital requirements for the next
twelve months are broken down as follows:

Estimated Expenses for the Next Twelve Month PeriodOperating expensesMarketing
    $
    4,000General and Administrative
    $
    6,000


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Operating expensesLegal and Accounting
    $
    45,000Website development costs
    $
    5,000Total
    $
    60,000


Financial Condition, Liquidity and Capital Resources

As of May 31, 2008, we had cash of $9,628 and a working capital
deficit of $4,092 as compared to cash of $79,647 and working capital of $68,748
as of May 31, 2007. We
have suffered a net loss from inception. The ability of our company to meet our
financial liabilities and commitments is primarily dependent upon the continued
financial support of our director and shareholders, the continued issuance of
equity to new shareholders, and our ability to achieve and maintain profitable
operations.

Management believes that our companys cash will not be
sufficient to meet our working capital requirements for the next twelve month
period. We plan to raise the capital required to satisfy our immediate
short-term needs and additional capital required to meet our estimated funding
requirements for the next twelve months primarily through future debt or equity
financing. There is no assurance that our company will be able to obtain further
funds required for our continued working capital requirements. If we are not
able to obtain additional funds on a timely basis, we will be unable to conduct
our operations as planned. In such event, we will be forced to scale down or
perhaps even cease our operations.

Going Concern

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon the
continued financial support from our shareholders, our ability to obtain
necessary equity financing to continue operations, and achieving a 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
shareholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on our audited financial
statements for the year ended May 31, 2008, our independent auditors included
an explanatory paragraph regarding substantial doubt about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

OFF-BALANCE SHEET ARRANGEMENTS

As of May 31, 2008, we had no off-balance sheet arrangements,
including any outstanding derivative financial statements, off-balance sheet
guarantees, interest rate swap transactions or foreign currency contracts. We do
not engage in trading activities involving non-exchange traded contracts.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our consolidated 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.

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Website

We recognize the costs associated with developing a website in
accordance with the American Institute of Certified Public Accountants Statement
of Position No. 98-1, Accounting for the Costs of Computer Software Developed
or Obtained for Internal Use. Relating to website development costs we follow
the guidance pursuant to the Emerging Issues Task Force No. 00-2, Accounting
for Website Development Costs.

We acquired our website from a third party. We are capitalizing
costs of computer software obtained for internal use in web design and network
operations. These capitalized costs will be amortized based on their estimated
useful life over three years. Payroll and related costs will not be capitalized,
as the amounts principally relate to maintenance. Internal costs related to the
development of website content will be expensed as incurred.

Long-lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, the carrying values of intangible assets and
other long-lived assets are reviewed on a regular basis for the existence of
facts or circumstances that may suggest impairment. We recognize impairment when
the sum of the expected undiscounted future cash flows is less than the carrying
amount of the asset. Impairment losses, if any, are measured as the excess of
the carrying amount of the asset over its estimated fair value.

Revenue Recognition

Our revenue is derived from pay per click advertising placed on
our website. We recognize this advertising revenue in accordance with Securities
and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition
in Financial Statements when the price is fixed or determinable, persuasive
evidence of an arrangement exists, the revenue has been earned, and
collectability is reasonably assured.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2008, the Financial Accounting Standards Board (FASB)
issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts 
An interpretation of FASB Statement No. 60. SFAS No. 163 requires that an
insurance enterprise recognize a claim liability prior to an event of default
when there is evidence that credit deterioration has occurred in an insured
financial obligation. It also clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be
used to account for premium revenue and claim liabilities, and requires expanded
disclosures about financial guarantee insurance contracts. It is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprises risk-management
activities. SFAS No. 163 requires that disclosures about the risk-management
activities of the insurance enterprise be effective for the first period
beginning after issuance. Except for those disclosures, earlier application is
not permitted. The adoption of this statement is not expected to have a material
effect on our financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. SFAS No. 162 identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SECs approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. The adoption of this statement is not expected to have a material
effect on our financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities  an amendment to FASB Statement
No. 133. SFAS No. 161 is intended to improve financial standards for derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity's financial position,
financial performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments; (b)
how derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations; and (c)

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how derivative instruments and related hedged items affect an
entitys financial position, financial performance, and cash flows. It is
effective for financial statements issued for fiscal years beginning after
November 15, 2008, with early adoption encouraged. The adoption of this
statement is not expected to have a material effect on our financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007)
Business Combinations. SFAS No. 141 (revised 2007) establishes principles and
requirements for how the acquirer of a business recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed,
and any noncontrolling interest in the acquiree. SFAS No. 141 (revised 2007)
also provides guidance for recognizing and measuring the goodwill acquired in
the business combination and determines what information to disclose to enable
users of the financial statements to evaluate the nature and financial effects
of the business combination. SFAS No. 141 (revised 2007) will become effective
for the fiscal year beginning after December 15, 2008. The adoption of this
statement is not expected to have a material effect on our financial
statements.

In December 2007, the FASB issued SFAS No. 160 Noncontrolling
Interests in Consolidated Financial Statements-an amendment of ARB No. 51. SFAS
No. 160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No.
160 will become effective for the fiscal year beginning after December 15, 2008.
The adoption of this statement is not expected to have a material effect on our
financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities  Including an Amendment
of FASB Statement No. 115. This statement permits entities to choose to measure
many financial instruments and certain other items at fair value. Most of the
provisions of SFAS No. 159 apply only to entities that elect the fair value
option. However, the amendment to SFAS No. 115 Accounting for Certain
Investments in Debt and Equity Securities applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entitys first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, Fair Value Measurements. The adoption of this
statement is not expected to have a material effect on our future reported
financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements. The objective of SFAS No. 157 is to increase consistency and
comparability in fair value measurements and to expand disclosures about fair
value measurements. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. SFAS No. 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on our future reported financial position or results of
operations.

In June 2006, the FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statements No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty
in income taxes by prescribing a two-step method of first evaluating whether a
tax position has met a more likely than not recognition threshold and second,
measuring that tax position to determine the amount of benefit to be recognized
in the financial statements. FIN 48 provides guidance on the presentation of
such positions within a classified statement of financial position as well as on
derecognition, interest and penalties, accounting in interim periods,
disclosure, and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006. The adoption of this statement did not have a material effect
on our reported financial position or results of operations.

RISK FACTORS

In addition to other information in this annual report, the
following risk factors should be carefully considered in evaluating our business
because such factors may have a significant impact on our business, operating
results, liquidity and financial condition. As a result of the risk factors set
forth below, actual results could differ materially from those projected in any
forward-looking statements. Additional risks and uncertainties not presently
known to us, or that we currently consider to be immaterial, may also impact our
business, operating results, liquidity and

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financial condition. If any such risks occur, our business,
operating results, liquidity and financial condition could be materially
affected in an adverse manner. Under such circumstances, the trading price of
our securities could decline, and you may lose all or part of your
investment.

Risks Related to Our Business

Our limited operating history makes evaluation of our
business difficult.

We were incorporated in the State of Nevada on November 15,
2006 and our wholly owned subsidiary, Here Network Corp., was incorporated in
the Province of British Columbia on December 12, 2006. We commenced business
operations with the acquisition of dinehere.ca on December 12, 2006. Our limited
operating history makes it difficult to evaluate our business and prospects. We
have encountered, and expect to continue to encounter, many of the difficulties
and uncertainties frequently encountered by early stage companies, including
limited capital, delays in product development, marketing and sales obstacles
and delays, inability to gain customer acceptance of our products and services,
inability to attract and retain high-quality and talented executives and other
personnel and significant competition. We cannot be certain that we will
successfully address these risks. If we are unable to address these risks, our
business may not grow, our stock price may suffer and/or we may be unable to
stay in business.

The fact that we have not generated any significant revenues
since our incorporation raises substantial doubt about our ability to continue
as a going concern.

We have not generated significant revenues since our inception
on November 15, 2006. Since we are still in the early stages of an operating
company and because of the lack of operating history, we will, in all
likelihood, continue to incur operating expenses without significant revenues
until our website gains significant popularity. 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.

Our independent auditors have expressed substantial doubt
about our ability to continue as a going concern.

We incurred a net loss of $110,280 for the period from November
15, 2006 (date of inception) to May 31, 2008. On May 31, 2008, we had cash of
$9,628. Should we require additional funding, we intend to raise the money
required to fund our operations from the sale of our equity securities; however,
there can be no assurance that we will be able to do so. Because we have
generated minimal revenues and have incurred a loss from operations since our
inception, our independent auditors included an explanatory paragraph in their
report dated September 11, 2008, regarding the substantial doubt about our
ability to continue as a going concern. Our consolidated financial statements
contain additional note disclosures describing the circumstances that lead to
this disclosure by our independent auditors.

We may need additional funding to support our operations and
capital expenditures, which may not be available to us and which lack of
availability could adversely affect our business.

We have no committed sources of additional capital. For the
foreseeable future, we intend to fund our operations and capital expenditures
from limited cash flow and our cash on hand. If our capital resources are
insufficient, we will have to raise additional funds. We may need additional
funds to continue our operations, pursue business opportunities (such as
expansion, acquisitions of complementary business or the development of new
products or services), to react to unforeseen difficulties or to respond to
competitive pressures. There can be no assurance that any financing arrangements
will be available in amounts or on terms acceptable to us, if at all.
Furthermore, the sale of additional equity or convertible debt securities may
result in further dilution to existing shareholders. If adequate additional
funds are not available, we may be required to delay, reduce the scope of or
eliminate material parts of the implementation of our business strategy,
including the possibility of additional acquisitions or internally developed
businesses.

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We may not be able to effectively manage our growth when we
expand by adding new cities to our dining website directory.

We plan to add new cities to our dining website directory. Over
the next 12 months, we plan on adding 3 new cities including Calgary, Toronto
and Montreal. If we fail to effectively manage our growth, our financial results
could be adversely affected. Growth may place a strain on our management systems
and resources. We must continue to refine and expand our business development
capabilities, our systems and processes and our access to financing sources. As
we grow, we must continue to hire, train, supervise and manage new employees. We
cannot assure you that we will be able to:

- meet our capital needs;
- expand our systems effectively or efficiently or in a timely manner;
- allocate our human resources optimally;
- identify and hire qualified employees or retain valued employees; or
- incorporate effectively the components of any business that we may acquire
  in our effort to achieve growth.

If we are unable to manage our growth, our operations and
financial results could be adversely affected.

We compete with many companies, some of whom are more
established and better capitalized than us.

There are a significant number of competitors that offer
restaurant information and reviews on dining establishments in Canada both
through the Internet and in traditional markets. As we expand across Canada, we
will face new competition as all major cities have a local dining guide for that
region. In addition, there are several travel based websites that will also
offer stiff competition to our website. Some of these companies are larger and
better capitalized than us. There are also few barriers to entry in our markets
and thus above average profit margins will likely attract additional
competitors. Our competitors may develop services that are superior to, or have
greater market acceptance than our services. For example, many of our current
and potential competitors have longer operating histories, significantly greater
financial, technical, marketing and other resources and larger customer bases
than us. These factors may allow our competitors to respond more quickly than we
can to new or emerging technologies and changes in customer requirements. Our
competitors may engage in more extensive research and development efforts,
undertake more far-reaching marketing campaigns and adopt more aggressive
pricing policies which may allow them to build larger registrant and membership
bases. In addition, current and potential competitors are making, and are
expected to continue to make, strategic acquisitions or establish cooperative,
and in some cases, exclusive relationships with significant companies or
competitors to expand their businesses or to offer more comprehensive products
and services. To the extent these competitors or potential competitors establish
exclusive relationships with major portals, search engines and ISPs, our ability
to reach potential users of our website through online advertising may be
restricted. Failure to compete effectively including by developing and enhancing
our services offerings would have a material adverse effect on our business,
results of operations, financial condition and the trading price of our common
stock.

If we are unable to establish a large user base, we may have
difficulty in attracting advertisers to our website, which will hinder our
ability to generate advertising revenues.

An integral part of our business plan and marketing strategy
requires us to establish a large user base. We will only be able to attract
advertisers to our website and possibly begin to generate significant revenues
if we can obtain a large enough user base. The number of users necessary to
attract advertisers will be determined through discussions with the potential
advertisers and their input as to whether we can obtain revenues from
advertisements based upon the total numbers at that time. If for any reason our
website is ineffective at attracting consumers or if we are unable to continue
to develop and update our website to keep consumers satisfied with our service,
our user base may decrease and our ability to generate advertising revenues may
decline.

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Our market is characterized by rapid technological change,
and if we fail to develop and market new technologies rapidly, we may not become
profitable in the future.

The Internet and the online commerce industry are characterized
by rapid technological change that could render our existing website obsolete.
The development of our website entails significant technical and business risks.
We can give no assurance that we will successfully use new technologies
effectively or adapt our website to customer requirements or needs. If our
management is unable, for technical, legal, financial, or other reasons, to
adapt in a timely manner in response to changing market conditions or customer
requirements, we may never become profitable which may result in the loss of all
or part of your investment.

We may face liability for information displayed on or
accessible via our website, and for other content and commerce-related
activities, which could reduce our net worth and working capital and increase
our operating losses.

We could face claims for errors, defamation, negligence or
copyright or trademark infringement based on the nature and content of
information displayed on or accessible via our website, which could aversely
affect our financial condition. Even to the extent that claims made against us
do not result in liability, we may incur substantial costs in investigating and
defending such claims.

We may be subject to liability based on statements made and
actions taken as a result of participation in restaurant reviews and listings by
our registered users. Based on links we provide to third-party websites, we
could also be subject to claims based upon online content we do not control that
is accessible from our website.

Our insurance, if any, may not cover all potential claims to
which we are exposed or may not be adequate to indemnify us for all liabilities
that may be exposed. Any imposition of liability that is not covered by
insurance or is in excess of insurance coverage would reduce our net worth and
working capital and increase our operating losses.

Our intellectual property rights are valuable and any
inability to protect them could reduce the value of our products, services and
brand.

Our trademarks, trade secrets, copyrights and other
intellectual property rights are important assets to us. There can be no
assurance that the protections provided by these intellectual property rights
will be adequate to prevent our competitors from misappropriating our technology
or that our competitors will not independently develop technologies that are
substantially equivalent or superior to our technology. There are events that
are outside our control that could pose a threat to our intellectual property
rights. Additionally, protecting our intellectual property rights is costly and
time consuming. Any increase in the unauthorized use of our intellectual
property could make it more expensive to do business and harm our operating
results.

We may be subject to intellectual property rights claims in
the future, which may be costly to defend, could require the payment of damages
and could limit our ability to use certain technologies in the future.

Companies in the Internet, technology and media industries own
large numbers of patents, copyrights, trademarks and trade secrets and
frequently enter into litigation based on allegations of infringement or other
violations of intellectual property rights. As we face increasing competition,
the possibility of intellectual property rights claims increases. Our
technologies may not be able to withstand any third-party claims or rights
against their use. Any intellectual property claims, with or without merit,
could be time consuming, expensive to litigate or settle and could divert
management resources and attention. An adverse determination also could prevent
us from offering our products and services to others and may require that we
procure substitute products or services for these members.

With respect to any intellectual property rights claim, we may
have to pay damages or stop using technology found to be in violation of a third
partys rights. We may have to seek a license for the technology, which may not
be available on reasonable terms and may significantly increase our operating
expenses. The technology also may not be available for license to us at all. As
a result, we may also be required to develop alternative non-infringing
technology, which could require significant effort and expense. If we cannot
license or develop technology for the

---

- 20 -

infringing aspects of our business, we may be forced to limit
our product and service offerings and may be unable to compete effectively. Any
of these results could harm our brand and operating results.

Government regulation could adversely affect our business
prospects.

We do not know with certainty how existing laws governing
issues such as property ownership, copyright and other intellectual property
issues, taxation, illegal content, retransmission of media, personal privacy and
data protection will apply to the Internet or to the distribution of proprietary
content over the Internet. Most of these laws were adopted before the advent of
the Internet and related technologies and therefore do not address the unique
issues associated with the Internet and related technologies. Depending on how
these laws developed and are interpreted by the judicial system, they could have
the effect of:

- limiting the growth of the Internet;
- creating uncertainty in the marketplace that could reduce demand for our
  products and services;
- increasing our cost of doing business;
- exposing us to significant liabilities associated with content distributed
  or accessed through our products or services; or
- leading to increased product and applications development costs, or
  otherwise harm our business.

Our President has had limited experience in managing a
publicly traded company.

Our President, Simon Au, has had limited experience in managing
a publicly traded company. Such responsibilities include complying with federal
securities laws and making required disclosures on a timely basis. There can be
no assurance that our President will be able to implement programs and policies
in an effective and timely manner that adequately respond to such legal and
regulatory compliance and reporting requirements. Further, this could impair our
ability to comply with legal and regulatory requirements such as those imposed
by the Sarbanes-Oxley Act of 2002. Our failure to do so could lead to the
imposition of fines and penalties and further result in the deterioration of our
business.

The loss of the services of our President would disrupt our
operations and interfere with our ability to compete.

We depend upon the continued contributions of our President,
Simon Au. We only have one employee, our President, Secretary, Treasurer and
Director, Simon Au. He handles all of the responsibilities in the area of
corporate administration, business development and research. We do not carry key
person life insurance on Mr. Aus life and the loss of his services could
disrupt our operations and interfere with our ability to compete with
others.

All of our assets and our officer and director 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 our
officer and director.

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, our sole officer and director, Simon Au, is not a national
or resident of the United States, and all or a substantial portion of Mr. Aus
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 sole officer and director, 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 us or our sole officer and
director.

---

- 21 -

Roger Williams control may prevent you from causing a
change in the course of our operations and may affect the price of our common
stock.

Our founder and former President, Roger Williams, beneficially
owns 50.06% of our common stock. Accordingly, for as long as Mr. Williams
continues to own more than 50% of our common stock, he will be able to elect our
entire board of directors, control all matters that require a shareholder vote
(such as mergers, acquisitions and other business combinations, and the future
issuance of our shares) and exercise a significant amount of influence over our
management and operations. Therefore, your ability to cause a change in the
course of our operation is eliminated. As such, the value attributable to the
right to vote is limited.

Our technical systems are vulnerable to interruption and
damage that may be costly and time-consuming to resolve and may harm our
business and reputation.

A disaster could interrupt our services for an indeterminate
length of time and severely damage our business, prospects, financial condition
and results of operations. Our systems and operations are vulnerable to damage
or interruption from fire, floods, network failure, hardware failure, software
failure, power loss, telecommunication failures, break-ins, terrorism, war or
sabotage, computer viruses, denial of service attacks, penetration of our
network by unauthorized computer users and hackers and other similar events,
and other unanticipated problems.

We may not have developed or implemented adequate protections
or safeguards to overcome any of these events. We may also not have anticipated
or addressed many of the potential events that could threaten or undermine our
technology network. Any of these occurrences could cause material interruptions
or delays in our business, result in the loss of data or render us unable to
provide services to our consumers. In addition, if anyone can circumvent our
security measures, he or she could destroy or misappropriate valuable
information or disrupt our operations. Our insurance, if any, may not be
adequate to compensate us for all the losses that may occur as a result of a
catastrophic system failure or other loss, and our insurers may decline to do so
for a variety of reasons.

If we fail to address these issues in a timely manner, we may
lose the confidence of our online advertisers, and our revenue may decline and
our business could suffer.

We rely on an outside firm to host our servers, and a
failure of service by these providers could adversely affect our business and
reputation.

We rely upon a third party provider to host our main server. In
the event that these providers experience any interruption in operations or
cease operations for any reason or if we are unable to agree on satisfactory
terms for continued hosting relationships, we would be forced to enter into a
relationship with other service providers or assume hosting responsibilities
ourselves. If we are forced to switch hosting facilities, we may not be
successful in finding an alternative service provider on acceptable terms or in
hosting the computer server ourselves. We may also be limited in our remedies
against these providers in the event of a failure of service. We also rely on a
third party provider for revenue, Google Adsense. A failure or limitation of
service or available capacity by any of these third party providers could
adversely affect our business and reputation.

Our business depends in part on the growth and maintenance
of the Internet and telecommunications infrastructure.

The success of our business depends in part on the continued
growth and maintenance of the Internet and telecommunication infrastructure.
This includes maintaining a reliable network backbone with the necessary speed,
data capacity and security for providing reliable Internet services. Internet
infrastructure may be unable to support the demands placed on it if the number
of Internet users continue to increase or if existing or future Internet users
access the Internet more often or increase their bandwidth requirements. We have
no control over the providers of access services to the Internet. Interruptions,
delays or capacity problems with any points of access between the Internet and
our websites could adversely affect our ability to provide services to users of
our websites. The temporary or permanent loss of all or a portion of our
services on the Internet, the Internet infrastructure generally, or our users
ability to access the Internet, could have a material adverse effect on our
business, results of operations, financial condition and the trading price of
our common stock.

---

- 22 -

Risks Associated With Our Common Stock

There is no active trading market for our common stock and
if a market for our common stock does not develop, our investors will be unable
to sell their shares.

There has been a limited trading market for our common shares
on the OTC Bulletin Board. As a result, our shareholder may find it difficult to
dispose of, or to obtain accurate quotations of the price of, our common shares.
This severely limits the liquidity of our common shares and has a material
adverse effect on the market price for our common shares and on our ability to
raise additional capital. An active public market for our common shares may not
develop, or if one should develop, it may not be sustained, and as a result,
investors may not be able to resell our common shares that they have purchased
and may lose all of their investment

We do not intend to pay dividends on any investment in the
shares of stock of our company.

We have never paid any cash dividends and currently do not
intend to pay any dividends for the foreseeable future. To the extent that we
require additional funding currently not provided for in our financing plan, our
funding sources may prohibit the payment of a dividend. Because we do not intend
to declare dividends, any gain on an investment in our company will need to come
through an increase in the stocks price. This may never happen and investors
may lose all of their investment in our company.

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 shareholders ability to buy and sell our stock.

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

Financial Industry Regulatory Authority (FINRA) sales
practice requirements may also limit a shareholders ability to buy and sell our
stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission described above, 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, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. FINRA requirements make it
more difficult for broker-

---

- 23 -

dealers to recommend that their customers buy our common stock,
which may limit your ability to buy and sell our stock and have an adverse
effect on the market for our shares.

Because we can issue additional common shares, our
shareholders may experience dilution.

We are authorized to issue up to 75,000,000 common shares, of
which 8,190,000 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 dilution in their ownership of our company in the future.

---

- 24 -

Item 7. Financial Statements.

Here Enterprises, Inc. 
  (A Development Stage Company) 
  May 31, 2008







|                                                              | Index
|------------------------------------------------------------- | -----
|                                                              |      
|Report
      of Independent Registered Public Accounting Firm | F1  
|                                                              |      
|Consolidated
      Balance Sheets                             | F2  
|                                                              |      
|Consolidated
      Statements of Operations                   | F3  
|                                                              |      
|Consolidated
      Statements of Stockholders Equity         | F4  
|                                                              |      
|Consolidated
      Statements of Cash Flows                   | F5  
|                                                              |      
|Notes
      to the Consolidated Financial Statements          | F6  

---



Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders of 
  Here Enterprises, Inc.
  (A Development Stage Company)

We have audited the accompanying consolidated balance sheets of
  Here Enterprises, Inc. (A Development Stage Company) as of May 31, 2008 and 2007
  and the related consolidated statements of operations, stockholders equity, and
  cash flows for the year ended May 31, 2008, the period from November 15, 2006
  (Date of Inception) to May 31, 2007, and accumulated from November 15, 2006
  (Date of Inception) to May 31, 2008. These consolidated financial statements are
  the responsibility of the Companys management. Our responsibility is to express
  an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. An audit
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the financial statements. An audit also includes assessing the
  accounting principles used and significant estimates made by management, as well
  as evaluating the overall financial statement presentation. We believe that our
  audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  Here Enterprises, Inc. (A Development Stage Company) as of May 31, 2008 and
  2007, and the results of its operations and its cash flows for the year ended
  May 31, 2008, the period from November 15, 2006 (Date of Inception) to May 31,
  2007, and accumulated from November 15, 2006 (Date of Inception) to May 31, 2008
  in conformity with accounting principles generally accepted in the United
  States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has generated minimal revenues, has a working capital deficit, and has incurred losses from operations since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MANNING ELLIOT
  LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

September 11, 2008

F1

---

Here Enterprises, Inc. 
  (A Development Stage Company) 
  Consolidated Balance Sheets 
  (Expressed in U.S. dollars)

|                                                                | May 31,  |   | May 31, |  
|--------------------------------------------------------------- | -------- | - | ------- | -
|                                                                | 2008     |   | 2007    |  
|                                                                | $        |   | $       |  
|                                                                |          |   |         |  
|Current Assets                                                  |          |   |         |  
|                                                                |          |   |         |  
|Cash                                                            | 9,628    |   | 79,647  |  
|Accounts receivable                                             | 2,115    |   | 841     |  
|Prepaid expenses                                                | -        |   | 2,500   |  
|                                                                |          |   |         |  
|Total Current Assets                                            | 11,743   |   | 82,988  |  
|                                                                |          |   |         |  
|Property and equipment (Note 3)                                 | 2,565    |   | 3,541   |  
|                                                                |          |   |         |  
|Website (Note 4)                                                | 12,042   |   | 5,982   |  
|                                                                |          |   |         |  
|Total Assets                                                    | 26,350   |   | 92,511  |  
|                                                                |          |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                            |          |   |         |  
|                                                                |          |   |         |  
|Current Liabilities                                             |          |   |         |  
|                                                                |          |   |         |  
|Accounts payable                                                | 2,897    |   |        |  
|Accrued liabilities                                             |         |   | 2,504   |  
|Due to related parties (Note 5(a))                              | 12,938   |   | 11,736  |  
|                                                                |          |   |         |  
|Total Current Liabilities                                       | 15,835   |   | 14,240  |  
|                                                                |          |   |         |  
|Nature of Operations and Continuance of
      Business (Note 1) |          |   |         |  
|                                                                |          |   |         |  
|Stockholders Equity                                            |          |   |         |  
|                                                                |          |   |         |  
|Common stock                                                    |          |   |         |  
|Authorized: 75,000,000 shares,
      par value $0.001           |          |   |         |  
|Issued and
      outstanding: 8,190,000 shares                  | 8,190    |   | 8,190   |  
|                                                                |          |   |         |  
|Additional paid-in capital                                      | 72,810   |   | 72,810  |  
|                                                                |          |   |         |  
|Donated capital (Note 5(b))                                     | 39,375   |   | 12,375  |  
|                                                                |          |   |         |  
|Accumulated other
      comprehensive income                    | 420      |   | 330     |  
|                                                                |          |   |         |  
|Deficit accumulated during the development
      stage          | (110,280 | ) | (15,434 | )
|                                                                |          |   |         |  
|Total Stockholders Equity                                      | 10,515   |   | 78,271  |  
|                                                                |          |   |         |  
|Total Liabilities and Stockholders Equity                      | 26,350   |   | 92,511  |  

F2

The Accompanying Notes are an Integral Part of These
  Consolidated Financial Statements

---

Here Enterprises, Inc. 
  (A Development Stage Company) 
  Consolidated Statements of Operations 
  (Expressed in U.S. dollars)

|                                             | Accumulated  |   |           |   |                     |  
|-------------------------------------------- | ------------ | - | --------- | - | ------------------- | -
|                                             | from         |   |           |   |                     |  
|                                             | November 15, |   |           |   | Period from         |  
|                                             | 2006         |   |           |   | November 15,        |  
|                                             | (Date of     |   | Year      |   | 2006                |  
|                                             | Inception)   |   | Ended     |   | (Date of Inception) |  
|                                             | to May 31,   |   | May 31,   |   | to May 31,          |  
|                                             | 2008         |   | 2008      |   | 2007                |  
|                                             | $            |   | $         |   | $                   |  
|                                             |              |   |           |   |                     |  
|Revenue                                      | 13,267       |   | 9,749     |   | 3,518               |  
|                                             |              |   |           |   |                     |  
|Operating Expenses                           |              |   |           |   |                     |  
|                                             |              |   |           |   |                     |  
|Amortization                                 | 5,793        |   | 4,818     |   | 975                 |  
|General and administrative (Note 5(b))       | 117,754      |   | 99,777    |   | 17,977              |  
|                                             |              |   |           |   |                     |  
|Total Operating Expenses                     | 123,547      |   | 104,595   |   | 18,952              |  
|                                             |              |   |           |   |                     |  
|Net Loss                                     | (110,280     | ) | (94,846   | ) | (15,434             | )
|                                             |              |   |           |   |                     |  
|Other Comprehensive Income                   |              |   |           |   |                     |  
|                                             |              |   |           |   |                     |  
|Foreign currency translation adjustments     | 420          |   | 90        |   | 330                 |  
|                                             |              |   |           |   |                     |  
|Comprehensive Loss                           | (109,860     | ) | (94,756   | ) | (15,104             | )
|                                             |              |   |           |   |                     |  
|Net Loss Per Share
       Basic and Diluted |              |   | (0.01     | ) |                    |  
|                                             |              |   |           |   |                     |  
|Weighted Average
      Shares Outstanding    |              |   | 8,190,000 |   | 3,388,000           |  

F3

The Accompanying Notes are an Integral Part of These
  Consolidated Financial Statements

---

Here Enterprises, Inc. 
  (A Development Stage Company) 
  Consolidated Statements of Stockholders Equity
  For the period from
  November 15, 2006 (Date of Inception) to May 31, 2008 
  (expressed in U.S.
  dollars)

|                                 |                    |  |        |  |            |  |             |  |               |  | Deficit     |   |         |  
|-------------------------------- | ------------------ |  | ------ |  | ---------- |  | ----------- |  | ------------- |  | ----------- | - | ------- | -
|                                 | Common
      Stock |  |        |  |            |  | Accumulated |  | Accumulated   |  |             |  
|                                 |                    |  |        |  | Additional |  |             |  | Other         |  | During the  |   |         |  
|                                 |                    |  |        |  | Paid-in    |  | Donated     |  | Comprehensive |  | Development |   |         |  
|                                 | Shares             |  | Amount |  | Capital    |  | Capital     |  | Income        |  | Stage       |   | Total   |  
|                                 | #                  |  | $      |  | $          |  | $           |  | $             |  | $           |   | $       |  
|                                 |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|Balance, November 15, 2006 (Date |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|of Inception)                    |                   |  |       |  |           |  |            |  |              |  |            |   |        |  
|                                 |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|Common stock issued for cash at  |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|$0.001 per share, November 15,   |                    |  |        |  |            |  |            |  |               |  |             |   |         |  
|2006                             | 100,000            |  | 100    |  |           |  |             |  |              |  |            |   | 100     |  
|                                 |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|Common stock issued for cash at  |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|$0.01 per share, March 15, 2007  | 5,500,000          |  | 5,500  |  | 49,500     |  |            |  |              |  |            |   | 55,000  |  
|                                 |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|Common stock issued for cash at  |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|$0.01 per share, April 15, 2007  | 2,590,000          |  | 2,590  |  | 23,310     |  |            |  |              |  |            |   | 25,900  |  
|                                 |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|Donated services and rent        |                   |  |       |  |           |  | 12,375      |  |              |  |            |   | 12,375  |  
|                                 |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|Foreign currency translation     |                   |  |       |  |           |  |            |  | 330           |  |            |   | 330     |  
|                                 |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|Net loss for the period          |                   |  |       |  |           |  |            |  |              |  | (15,434     | ) | (15,434 | )
|                                 |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|Balance, May 31, 2007            | 8,190,000          |  | 8,190  |  | 72,810     |  | 12,375      |  | 330           |  | (15,434     | ) | 78,271  |  
|                                 |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|Donated services and rent        |                   |  |       |  |           |  | 27,000      |  |              |  |            |   | 27,000  |  
|                                 |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|Foreign currency translation     |                   |  |       |  |           |  |            |  | 90            |  |            |   | 90      |  
|                                 |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|Net loss for the year            |                   |  |       |  |           |  |            |  |              |  | (94,846     | ) | (94,846 | )
|                                 |                    |  |        |  |            |  |             |  |               |  |             |   |         |  
|Balance, May 31, 2008            | 8,190,000          |  | 8,190  |  | 72,810     |  | 39,375      |  | 420           |  | (110,280    | ) | 10,515  |  

F4

The Accompanying Notes are an Integral Part of These
  Consolidated Financial Statements

---

Here Enterprises, Inc. 
  (A Development Stage Company) 
  Consolidated Statements of Cash Flows 
  (expressed in U.S. dollars)

|                                                           | Accumulated From    |   |         |   | Period From         |  
|---------------------------------------------------------- | ------------------- | - | ------- | - | ------------------- | -
|                                                           | November 15,        |   |         |   | November 15,        |  
|                                                           | 2006                |   | Year    |   | 2006                |  
|                                                           | (Date of Inception) |   | Ended   |   | (Date of Inception) |  
|                                                           | to May 31,          |   | May 31, |   | to May 31,          |  
|                                                           | 2008                |   | 2008    |   | 2007                |  
|                                                           | $                   |   | $       |   | $                   |  
|Operating Activities                                       |                     |   |         |   |                     |  
|Net loss for the period                                    | (110,280            | ) | (94,846 | ) | (15,434             | )
|Adjustments to reconcile net loss to net cash provided     |                     |   |         |   |                     |  
|by (used in) operating activities:                         |                     |   |         |   |                     |  
|Amortization                                               | 5,793               |   | 4,818   |   | 975                 |  
|Donated services and rent                                  | 39,375              |   | 27,000  |   | 12,375              |  
|Changes in operating assets
      and liabilities:         |                     |   |         |   |                     |  
|Accounts receivable                                        | (2,115              | ) | (1,274  | ) | (841                | )
|Prepaid expenses                                           |                    |   | 2,500   |   | (2,500              | )
|Accounts payable                                           | 2,897               |   | 2,897   |   |                    |  
|Accrued
      liabilities                                  |                    |   | (2,504  | ) | 2,504               |  
|Due to related parties                                     | 4,337               |   | 446     |   | 3,891               |  
|Net Cash Provided By (Used In) Operating Activities        | (59,993             | ) | (60,963 | ) | 970                 |  
|Investing Activities                                       |                     |   |         |   |                     |  
|Website development costs                                  | (11,297             | ) | (9,194  | ) | (2,103              | )
|Net Cash Used in
      Investing Activities                | (11,297             | ) | (9,194  | ) | (2,103              | )
|Financing Activities                                       |                     |   |         |   |                     |  
|Proceeds from issuance of common stock                     | 81,000              |   |        |   | 81,000              |  
|Net Cash Provided by Financing Activities                  | 81,000              |   |        |   | 81,000              |  
|Effect of Exchange
      Rate Changes on Cash              | (82                 | ) | 138     |   | (220                | )
|Change in Cash                                             | 9,628               |   | (70,019 | ) | 79,647              |  
|Cash, Beginning of
      Period                            |                    |   | 79,647  |   |                    |  
|Cash, End of Period                                        | 9,628               |   | 9,628   |   | 79,647              |  
|Non-cash Investing and Financing Activities                |                     |   |         |   |                     |  
|Property and equipment
      acquired from a related party | 3,515               |   |        |   | 3,515               |  
|Website acquired from a related party                      | 4,330               |   |        |   | 4,330               |  
|Supplemental Disclosures                                   |                     |   |         |   |                     |  
|Interest paid                                              |                    |   |        |   |                    |  
|Income taxes paid                                          |                    |   |        |   |                    |  

F5

The Accompanying Notes are an Integral Part of These
  Consolidated Financial Statements

---

Here Enterprises, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  May 31, 2008 
  (expressed in U.S. dollars)

|1. | Nature of Operations and Continuance of
      Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Here Enterprises, Inc. (the Company) was incorporated
      in the state of Nevada on November 15, 2006. On December 12, 2006, the
      Company incorporated Here Network Corp. (the Subsidiary), a company
      incorporated in the province of British Columbia, Canada. On December 12,
      2006, the Subsidiary acquired a website www.dinehere.ca which provides
      restaurant listings and reviews to a broad spectrum of Internet visitors.
      The Company derives advertising revenue from this website. The Company is
      a development stage company as defined by Statement of Financial
      Accounting Standard (SFAS) No. 7, Accounting and Reporting for
      Enterprises in the Development Stage.                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These consolidated financial statements have been
      prepared on a going concern basis, which implies the Company will continue
      to realize it assets and discharge its liabilities in the normal course of
      business. As of May 31, 2008, the Company has generated minimal revenue,
      has a working capital deficit of $4,092, and has incurred losses from
      operations of $110,280 since inception. The continuation of the Company as
      a going concern is dependent upon the continued financial support from its
      shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations, and the attainment of profitable
      operations. These factors raise substantial doubt regarding the Companys
      ability to continue as a going concern. These consolidated financial
      statements do not include any adjustments to the recoverability and
      classification of recorded asset amounts and classification of liabilities
      that might be necessary should the Company be unable to continue as a
      going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company intends to fund operations through revenue
      and equity financing arrangements, which may be insufficient to fund its
      capital expenditures, working capital and other cash requirements for the
      year ending May 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Summary of Significant Accounting
      Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| | a) | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | These consolidated financial statements and notes are
      presented in accordance with accounting principles generally accepted in
      the United States. These consolidated financial statements include the
      accounts of the Company and its wholly-owned Canadian subsidiary, Here
      Network Corp. All significant inter-company transactions and balances have
      been eliminated. The Companys fiscal year end is May 31.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | b) | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The preparation of financial statements in conformity
      with U.S. generally accepted accounting principles requires management to
      make estimates and assumptions that affect the reported amounts of assets
      and liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates. The Company regularly evaluates estimates and assumptions
      related to the useful lives and recoverability of long-lived assets,
      allowance for doubtful accounts, donated expenses and deferred income tax
      asset valuation allowances. The Company bases its estimates and
      assumptions on current facts, historical experience and various other
      factors that it believes to be reasonable under the circumstances, the
      results of which form the basis for making judgments about the carrying
      values of assets and liabilities and the accrual of costs and expenses
      that are not readily apparent from other sources. The actual results
      experienced by the Company may differ materially and adversely from the
      Companys estimates. To the extent there are material differences between
      the estimates and the actual results, future results of operations will be
      affected.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | c) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The Company considers all highly liquid instruments with
      a maturity of three months or less at the time of issuance to be cash
      equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F6

---

Here Enterprises, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  May 31, 2008 
  (expressed in U.S. dollars)

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | d)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   | e)                                                          
|   |                                                             
|   |                                                             

Computer hardware
      3 years straight-lineFurniture and office equipment
      5 years straight-line


| | f) | Website                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | The Company recognizes the costs associated with
      developing a website in accordance with the American Institute of
      Certified Public Accountants Statement of Position No. 98-1, Accounting
      for the Costs of Computer Software Developed or Obtained for Internal
      Use. Relating to website development costs the Company follows the
      guidance pursuant to the Emerging Issues Task Force No. 00-2, Accounting
      for Website Development Costs.                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | The Company acquired its website from a third party. The
      Company is capitalizing costs of computer software obtained for internal
      use in web design and network operations. These capitalized costs will be
      amortized based on their estimated useful life over three years. Payroll
      and related costs will not be capitalized, as the amounts principally
      relate to maintenance. Internal costs related to the development of
      website content will be expensed as incurred.                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | g) | Long-lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | In accordance with SFAS No. 144, Accounting for the
      Impairment or Disposal of Long-Lived Assets, the carrying values of
      intangible assets and other long-lived assets are reviewed on a regular
      basis for the existence of facts or circumstances that may suggest
      impairment. The Company recognizes impairment when the sum of the expected
      undiscounted future cash flows is less than the carrying amount of the
      asset. Impairment losses, if any, are measured as the excess of the
      carrying amount of the asset over its estimated fair value.                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | h) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | The functional currency of the Subsidiary is the Canadian
      dollar. The financial statements of the Subsidiary 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 rates of exchange in
      effect at the balance sheet date and revenues and expenses are translated
      at the average rates of exchange during the year. The effect of this
      translation is recorded in a separate component of stockholders equity. A
      cumulative translation adjustment of $420 as of May 31, 2008 has been
      included in accumulated other comprehensive income in the accompanying
      consolidated balance sheet.

F7

---

Here Enterprises, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  May 31, 2008 
  (expressed in U.S. dollars)

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | h)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | i)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | j)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | k)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | l)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | m)                                                          
|   |                                                             
|   |                                                             

F8

---

Here Enterprises, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  May 31, 2008 
  (expressed in U.S. dollars)

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | m)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             

F9

---

Here Enterprises, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  May 31, 2008 
  (expressed in U.S. dollars)

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | m)                                                          
|   |                                                             
|   |                                                             

|3. | Property and Equipment
|-- | ----------------------

| |                               |       |  |                    |  |          |  | May 31,  | 
| | ----------------------------- | ----- |  | ------------------ |  | -------- |  | -------- | 
| |                               |       |  | May
      31, 2008 |  |          |  | 2007     | 
| |                               |       |  | Accumulated        |  | Net Book |  | Net Book | 
| |                               | Cost  |  | Amortization       |  | Value    |  | Value    | 
| |                               | $     |  | $                  |  | $        |  | $        | 
| |                               |       |  |                    |  |          |  |          | 
| | Computer hardware             | 3,311 |  | 1,195              |  | 2,116    |  | 3,013    | 
| | Furniture and
      equipment | 574   |  | 125                |  | 449      |  | 528      | 
| |                               |       |  |                    |  |          |  |          | 
| |                               | 3,885 |  | 1,320              |  | 2,565    |  | 3,541    | 

|4. | Website
|-- | -------

| |                                      | May 31, |   | May 31, |   | 
| | ------------------------------------ | ------- | - | ------- | - | 
| |                                      | 2008    |   | 2007    |   | 
| |                                      | $       |   | $       |   | 
| |                                      |         |   |         |   | 
| | Website                              | 16,722  |   | 6,935   |   | 
| | Less: Accumulated
      amortization | (4,680  | ) | (953    | ) | 
| |                                      |         |   |         |   | 
| | Net Carrying Value                   | 12,042  |   | 5,982   |   | 

The following is the estimated annual
  amortization expense for each of the next three years:

$2009
      
      5,7002010
      
      5,7002011
      
      64212,042


|5. | Related Party Transactions
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        

F10

---

Here Enterprises, Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  May 31, 2008 
  (expressed in U.S. dollars)

|6. | Income Taxes                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                    
|   | The Company has incurred net operating losses totalling
      $70,905, which begin to expire in 2027.                                                                                                              
|   |                                                                                                                                                                                                                    
|   | The income tax benefit differs from the amount computed
      by applying the federal income tax rate of 34% to net loss before income
      taxes for the periods ended May 31, 2008 and 2007 is as
      follows:

| |                                                      | 2008    |   | 2007   |  
| | ---------------------------------------------------- | ------- | - | ------ | -
| |                                                      | $       |   | $      |  
| |                                                      |         |   |        |  
| | Income tax benefit computed at statutory
      rates | 32,248  |   | 5,248  |  
| | Permanent differences                                | (9,180  | ) | (4,208 | )
| | Valuation allowance                                  | (23,068 | ) | (1,040 | )
| |                                                      |         |   |        |  
| | Provision for income taxes                           |        |   |       |  

Significant components of the Companys
  deferred tax assets and liabilities as at May 31, 2008 and 2007 were as follows:

| |                                        | 2008    |   | 2007   |  
| | -------------------------------------- | ------- | - | ------ | -
| |                                        | $       |   | $      |  
| |                                        |         |   |        |  
| | Deferred tax assets                    |         |   |        |  
| | - Net operating losses carried forward | 24,108  |   | 1,040  |  
| | -
      Less valuation allowance       | (24,108 | ) | (1,040 | )
| |                                        |         |   |        |  
| | Net deferred tax asset                 |        |   |       |  

F11

---

- 25 -

Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.

None.

Item 8A. Controls and Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of
1934, we have carried out an evaluation of the effectiveness of the design and
operation of our company's disclosure controls and procedures as of the end of
the period covered by this annual report, being May 31, 2008. This evaluation
was carried out under the supervision and with the participation of our
company's management, including our President (our principal executive officer,
principal financial officer, and principal accounting officer).

Our management does not expect that our disclosure controls or
our internal controls over financial reporting will prevent all error and fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, but no absolute, assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources, and the
benefits of a control system must be considered relative to its costs. These
limitations also include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain assumptions
about potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
may not be detected.

Based upon that evaluation, our President concluded that our
disclosure controls and procedures are effective as at the end of the period
covered by this report. There have been no changes in our internal controls over
financial reporting that occurred during the period covered by this report that
have materially affected, or are reasonably likely to materially affect our
internal controls over financial reporting.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our company's reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include controls and procedures designed to ensure that information
required to be disclosed in our company's reports filed under the Exchange Act
is accumulated and communicated to management, including our President, as
appropriate, to allow timely decisions regarding required disclosure.

This annual report does not include a report of managements
assessment regarding internal control over financial reporting or an attestation
report of our registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.

Item 8B. Other Information.

None

PART III

Item 9. Directors, Executive Officers, Promoters, Control
Persons and Corporate Governance; Compliance With Section 16(a) of the Exchange
Act.

Directors and Executive Officers, Promoters and Control
Persons

A director our company holds office until the next annual
meeting of the shareholders or until his successors has been elected and
qualified. An officer of our company is appointed by our board of directors and
holds office until his death, resignation or removal from office. Our director
and executive officer, his age, positions held, and

---

- 26 -

duration as such, are as follows:

Name
    Position Held with our Company
    Age
    Date First Elected or
      AppointedSimon Au
    President, Secretary, Treasurer and Director
    38
    September 10, 2008


Business Experience

The following is a brief account of the education and business
experience of our sole officer and director during at least the past five years,
indicating his business experience, principal occupation during the period, and
the name and principal business of the organization by which he was
employed.

Simon Au, President, Secretary, Treasurer and
Director

On September 10, 2008, Simon Au was appointed as a director of
our company and on September 12, 2008, he was appointed as our President,
Secretary, and Treasurer. Mr. Au is a mechanical engineer specializing in
manufacturing process. Mr. Au also has experience in Internet marketing and the
development of web based businesses having started his own Internet audio parts
retailing operation called Audiyo Inc. in June, 2003 which operated its website
at www.audiyo.com. From June, 2003 to present, Mr. Au has also served as the
Vice-President of Marketing/Development with Audiyo Inc., where he is
responsible for website design, management of the launch of the company's
website, development of a supplier base of products to be sold through the
website and development of Audiyo Inc.'s marketing strategy. From July 1999 to
present, Mr. Au has been the manufacturing and process engineer with the
Rollstamp Manufacturing Division of Decoma International, where his
responsibilities include design workcell layout and plant layout, implementing
continuous improvement projects for manufacturing processes including metal
stamping, injection molding and painting. Rollstamp is a supplier of automotive
exterior trim products. From September 1997 to July 1999, Mr. Au was the
programmer/project coordinator with Schukra Manufacturing, a company involved in
manufacturing seat lumbar supports for the automotive industry. Mr. Au's
education background includes Magna International Training Certificates:
(2000-2002), where he studied design for manufacturing and assembly, mistake
proofing, occupational health and safety and supervisor competency training;
Concordia University where he received a Bachelor Degree in Mechanical
Engineering (1992-1996); Dawson College where he studied mechanical engineering
technology (1989-1992) and Dawson College where he studied applied sciences
(1987-1989).

Significant Employees

Our President, Secretary, Treasurer and Director, Simon Au, is
the only employee of our company. He handles all of the responsibilities in the
area of corporate administration, business development and research. If we
expand to a new city, we plan to hire a commission based sales person for that
city to assist in local ad sales.

Involvement in Certain Legal Proceedings

None of our director and executive officer, promoters, and
control persons has been involved in any of the following events during the past
five years:

|1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                
|2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                
|3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or

---

- 27 -

|4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Compliance with Section 16(a) of the Securities Exchange Act
of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officer and director, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during the fiscal year ended May 31, 2008, all filing requirements
applicable to our former officers and directors and greater than ten percent
beneficial owners were complied with.

Corporate Governance

All proceedings of our board of directors for the year ended
May 31, 2008 were conducted by resolutions consented to in writing by our former
directors and filed with the minutes of the proceedings of the board of
directors. A shareholder who wishes to communicate with our board of directors
may do so by directing a written request addressed to our President, at the
address appearing on the first page of this annual report.

Nominating and Compensation Committees

We do not have standing nominating or compensation committees,
or committees performing similar functions. Our board of directors believe that
it is not necessary to have a standing compensation committee at this time
because the functions of such committee are adequately performed by our board of
directors. Our board of directors has not adopted a charter for the compensation
committee.

Our board of directors also is of the view that it is
appropriate for us not to have a standing nominating committee because our board
of directors has performed and will perform adequately the functions of a
nominating committee. Our board of directors has not adopted a charter for the
nomination committee. There has not been any defined policy or procedure
requirements for shareholders to submit recommendations or nomination for
directors. Our board of directors does not believe that a defined policy with
regard to the consideration of candidates recommended by shareholders is
necessary at this time because we believe that, given the early stages of our
development, a specific nominating policy would be premature and of little
assistance until our business operations are at a more advanced level. There are
no specific, minimum qualifications that our board of directors believes must be
met by a candidate recommended by our board of directors. The process of
identifying and evaluating nominees for director typically begins with our board
of directors soliciting professional firms with whom we have an existing
business relationship, such as law firms, accounting firms or financial advisory
firms, for suitable candidates to serve as directors. It is followed by our
board of directors review of the candidates resumes and interview of
candidates. Based on the information gathered, our board of directors then makes
a decision on whether to recommend the candidates as nominees for director. We
do not pay any fee to any third party or parties to identify or evaluate or
assist in identifying or evaluating potential nominee.

Audit Committee

We do not have a standing audit committee or an audit committee
charter at the present time. Our board of directors has determined that we do
not have a board member that qualifies as an audit committee financial expert
as defined in Item 407(d)(5) of Regulation S-B.

We believe that our board of directors is capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because we believe
that the functions of an audit committee can be adequately performed by the
board of directors. In addition, we believe that retaining a person who would
qualify as an audit committee financial expert would be overly costly and
burdensome and is not warranted in our circumstances given the early stages of
our development.

---

- 28 -

Item 10. Executive Compensation.

The following table shows the compensation received by our
executive officers for the fiscal year ended May 31, 2008 and the period from
November 15, 2006 (date of inception) and May 31, 2007:

SUMMARY COMPENSATION TABLENameand Principal Position
      Year
      Salary($)
      Bonus($)
      StockAwards($)
      OptionAwards($)
      Non-EquityIncentive
        PlanCompensation($)
      NonqualifiedDeferredCompensationEarnings($)
      AllOtherCompensation($)
      Total($)Roger Williams(1)
        Former President, 
        Secretary, Treasurer and 
        Director
      2008 
        2007
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        NilMichael McFadyen 
        Former Vice President, 
        Director of Sales and 
        Director(2)
      2008 
        2007
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil


(1)          
Mr. Williams became our President, Secretary, Treasurer and Director on November
15, 2006. He resigned as our Director on September 10, 2008 and as our
President, Secretary, and Treasurer on September 12, 2008.

(2)          
Mr. McFadyen became our Vice President, Director of Sales and Director on March
15, 2007. He resigned as our Director on September 10, 2008 and as our Vice
President, Director of Sales on September 12, 2008.

We have not entered into written employment agreements with our
former directors and officers. We have not entered into a written employment
agreement with our current director and officer.

There have been no arrangements or plans in which we have
provided pension, retirement or similar benefits for our former directors and
officers or our current director and officer. We have not had any material bonus
or profit sharing plans pursuant to which cash or non-cash compensation has been
or may be paid to our former directors and officers or our current director and
officer, except that stock options may be granted at the discretion of our board
of directors in the future.

We have no plans or arrangements in respect of remuneration
received or that may be received by our former officers or our current officer
to compensate such officers in the event of termination of employment (as a
result of resignation, retirement, change of control) or a change of
responsibilities following a change of control.

Outstanding Equity Awards at Fiscal Year-End

As at May 31, 2008, we had not adopted any equity compensation
plan and no stock, options, or other equity securities were awarded to our
former executive officers.

Director Compensation

Our former directors did not receive or accrue any compensation
for their services as a director during the fiscal year ended May 31, 2008. We
have no formal plan for compensating our director for his service in his
capacity as a director. A director is entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director.

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- 29 -

Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

The following table sets forth, as of September 15, 2008,
certain information with respect to the beneficial ownership of our common stock
by each shareholder known by us to be the beneficial owner of more than 5% of
our common stock, as well as by our current director and executive officer. Each
person has sole voting and investment power with respect to the shares of common
stock, except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial
      Owner
      Title of Class
      Amount andNature ofBeneficialOwnership
      Percentageof
      Class(1)Simon Au 2908  30 Harrison Garden Blvd
      Toronto, Ontario M2N 7A9 Canada
    Common Stock
    0
    0%Roger Williams 23799 133rd Avenue
      Maple Ridge, British Columbia V4R 2T9 Canada
    Common Stock
    4,100,000
    50.06%Michael McFadyen 927-B Kelvin Street
      Coquitlam, British Columbia V3J 4W7 Canada
    Common Stock
    1,500,000
    18.32%Director and Executive Officer as a Group (1
      person)
    Common Stock
    0
    0%


|(1) | Based on 8,190,000 shares of common stock issued and
      outstanding as of September 15, 2008. Except as otherwise indicated, we
      believe that the beneficial owner of the common stock listed above, based
      on information furnished by such owners, have sole investment and voting
      power with respect to such shares, subject to community property laws
      where applicable. Beneficial ownership is determined in accordance with
      the rules of the Securities and Exchange Commission and generally includes
      voting or investment power with respect to securities. Shares of common
      stock subject to options or warrants currently exercisable, or exercisable
      within 60 days, are deemed outstanding for purposes of computing the
      percentage ownership of the person holding such option or warrants, but
      are not deemed outstanding for purposes of computing the percentage
      ownership of any other person.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 12. Certain Relationships and Related Transactions, and
Director Independence.

Other than as listed below, we have not been a party to any
transaction, proposed transaction, or series of transactions in which, to our
knowledge, any of our former and current directors and officers, five percent
beneficial security holder, or any member of the immediate family of the
foregoing persons has had or will have a direct or indirect material
interest.

On May 1, 2007, we purchased property and equipment from
Michael McFadyen, our former Vice President, Director of Sales and Director, and
a holder of 18.32% of issued and outstanding shares of our common stock, for
$3,541. We also purchased the website from him for $4,330 on December 12, 2006.

As at September 15, 2008, we were indebted to Roger Williams, our former President, Secretary, Treasurer and Director, and a holder of 50.06% of issued and outstanding shares of our common stock, in the amount of $4,059 and to Michael McFadyen, our former Vice President, Director of Sales and Director, and a holder of 18.32% of issued and outstanding shares of our common stock, in the amount of $8,879. Our indebtedness to Mr. Williams and Mr. McFadyen is non-interest bearing, unsecured, and due on demand. The largest amount of principal outstanding for the years ended May 31, 2008 and 2007 was $4,059 for Mr. Williams and $8,879 for McFadyen. We have not repaid any amount of principal to Mr. Williams or Mr. McFadyen.

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- 30 -

Also Mr. Williams provided management services and office
premises to us at no charge. The donated services are valued at $2,000 per month
and office premises are valued at $250 per month. During the period from
November 15, 2006 (date of inception) to May 31, 2008, $35,000 in donated
services and $4,375 in donated rent were charged to operations and recorded as
donated capital.

Director Independence

We currently act with one director, Simon Au. As Mr. Au is our
President, he is not an independent director as the term is used in section
803 of the Amex Company Guide.

Item 13. Exhibits

Exhibits required by Item 601 of Regulation S-B

|Exhibit |                                                                                                                                                                                                                                                                          
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                          
|3.1     | Articles of
        Incorporation (incorporated by reference from our registration statement
        on Form SB-2 filed on September 10, 2007, as amended)                                                                                                               
|        |                                                                                                                                                                                                                                                                          
|3.2     | Bylaws (incorporated
        by reference from our registration statement on Form SB-2 filed on September
        10, 2007, as amended)                                                                                                                                  
|        |                                                                                                                                                                                                                                                                          
|3.3     | Amended Bylaws
        (incorporated by reference from our registration statement on Form SB-2
        filed on September 10, 2007, as amended)                                                                                                                          
|        |                                                                                                                                                                                                                                                                          
|10.1    | Agreement between
        Superb Internet Connection and our company (incorporated by reference
        from our registration statement on Form SB-2 filed on September 10, 2007,
        as amended)                                                                    
|        |                                                                                                                                                                                                                                                                          
|10.2    | Form of Subscription
        Agreement used in the private placements that closed on April 15, 2007
        between our company and 32 investors (incorporated by reference from our
        registration statement on Form SB-2 filed on September 10, 2007, as amended)
|        |                                                                                                                                                                                                                                                                          
|10.3    | Letter of Intent
        between Conversational Computing Corporation dated August 1, 2008 (incorporated
        by reference on Form 8-K filed on August 18, 2008)                                                                                                      
|        |                                                                                                                                                                                                                                                                          
|10.4    | Merger Term
        Sheet between Conversational Computing Corporation dated August 1, 2008
        (incorporated by reference on Form 8-K filed on August 18, 2008)                                                                                                     
|        |                                                                                                                                                                                                                                                                          
|21      | Subsidiary of
        Here Enterprises, Inc.:                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                          
|        | Here
        Network Corp., a British Columbia Corporation                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                          
|31*     | Section
        302 Certification of Simon Au                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                          
|32*     | Section
        906 Certification of Simon Au                                                                                                                                                                                                                            

* Filed herewith.

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- 31 -

Item 14. Principal Accountant Fees and Services

The aggregate fees billed in the most recently completed
fiscal years ended May 31, 2008 and 2007 for professional services rendered by
Manning Elliott LLP for the audit of our annual financial statements and review
of the financial statements included in our quarterly reports on Form 10-QSB and
services that are normally provided by Manning Elliott LLP in connection with
statutory and regulatory filings or engagements for these fiscal periods were as
follows:

Year EndedMay
        31, 2008
      May
        31, 2007Audit Fees
      $21,360
      NilAudit Related Fees
      Nil
      NilTax Fees
      Nil
      NilAll Other Fees
      Nil
      NilTotal
      $21,360
      Nil


Our board of directors, which acts as our audit committee, has
adopted a policy governing the pre-approval by the board of directors of all
services, audit and non-audit, to be provided to our company by our independent
auditors. Under the policy, the board or directors has pre-approved the
provision by our independent auditors of specific audit, audit related, tax and
other non-audit services as being consistent with auditor independence. Requests
or applications to provide services that require the specific pre-approval of
the board of directors must be submitted to the board of directors by the
independent auditors, and the independent auditors must advise the board of
directors as to whether, in the independent auditors view, the request or
application is consistent with the Securities and Exchange Commission's rules on
auditor independence.

The board of directors has considered the nature and amount of
the fees billed by Manning Elliott LLP and believes that the provision of the
services for activities unrelated to the audit is compatible with maintaining
the independence of Manning Elliott LLP.

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- 32 -

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

HERE ENTERPRISES, INC.

/s/ Simon AuBy: Simon Au
President, Secretary, Treasurer and Director (Principal Executive
Officer, Principal Financial Officer and Principal Accounting Officer)
Dated: September 15, 2008

In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

/s/ Simon AuBy: Simon Au
President, Secretary, Treasurer and Director (Principal Executive
Officer, Principal Financial Officer and Principal Accounting Officer)
Dated: September 15, 2008



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