UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-K  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934  For
the fiscal year ended May 31, 2010  Commission file number:  000-52951  HERE
ENTERPRISES, INC. (Exact name of registrant as specified in its charter)  Nevada

27-2208420(State or other jurisdiction of incorporation or
organization)

(I.R.S. Employer Identification No.)848 N. Rainbow Blvd. #2952, Las Vegas, NV

89107(Address of principal executive offices)

(Zip Code)  Registrants
Telephone Number, including area code: (830)
393-9398  Securities registered
under Section 12(b) of the Exchange Act:  Title
of each class: Name
of each exchange on which registered: N/A N/A  Securities registered
under Section 12(g) of the Exchange Act:  Common
Stock (Title of class)  Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.  [  ] Yes    [X]  No  Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.  [  ]  Yes     [X]
 No  Note  Checking the
box above will not relieve any registrant required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act from their obligations under those
Sections.  Indicate by check
mark whether the registrant (1) has filed reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.  [X]  Yes  [   ]  No  Indicate by checkmark
whether the registrant has submitted electronically and posted on its corporate
Website, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files.)  [  ]  Yes    [x]  No (Not required)    Indicate
by check mark if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-K contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or information statements
incorporation by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [  ]  Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.  See the
definitions of large accelerated filer, accelerated filer, and smaller
reporting company in Rule 12b-2 of the Exchange Act.  Large
accelerated filer
[
 ]
Accelerated
filer
[
 ]Non-accelerated
filer
[  ] (Do
not check if a smaller reporting company)
Smaller
reporting company
[x]   Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).  [  ]  Yes   [X ]  No  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 last sold, or
the average bid and asked price of such common equity, as of the last business
day of the registrants most recently completed second fiscal quarter.$0.00.
 Registrant trades on the pink sheets under the symbol HRTE.  The only
trades of the issuers stock occurred with the sale of 1,000 shares at $2.02 per
share on June 1, 2010, 1,000 shares at $1.50 on April 21, 2010, and 100 shares
at $1.50 per share on December 3, 2009.  Indicate the number
of shares outstanding of each of the registrants classes of common stock, as of
the latest practicable date: 8,190,000 shares of common stock as of September
29, 2010.    PART I  Item 1.
 Business   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. Through our subsidiary, Here Network Corp. incorporated in British
Columbia, we operated a website dining guide at www.dinehere.ca called Dine
Here.  The website contained restaurant listings for British Columbia
including Greater Vancouver, Victoria and Whistler. On May 15, 2009, certain significant shareholders of our company,
and Magnolia Solar, Inc., entered into a memorandum of understanding with
respect to the potential acquisition by Magnolia of a majority interest in our
company.  The memorandum of understanding contemplates that pursuant to a
mutually satisfactory definitive agreement between the parties, Magnolia would
acquire a majority interest in the issued and outstanding common stock of our
Company from our Company and certain significant shareholders of our Company for
$300,000.  The purchase price of $300,000 was contemplated to be raised by
Midtown Partners as part of its $1,500,000 bridge funding. In
June 2009, we entered into a letter agreement with Magnolia, pursuant to which
Magnolia agreed to wire us $20,000, upon the execution of the letter agreement,
which amount was to be utilized by us solely for expenses related to the
completion of the audit of our financial statements for the year ended May 31,
2009. In addition, upon the consummation of the transactions contemplated under
the memorandum of understanding, $20,000 was to be applied as a credit against
the purchase price for the controlling interest in our company as contemplated
by the memorandum of understanding. If such transactions failed to close on or
before August 31, 2009 or such later date as agreed by Magnolia and us, through
no fault of our company, $20,000 was to be treated as a break up fee payable
to us. If we or our majority shareholders, for any reason, determined not to
proceed with such transactions upon being presented with the definitive merger
agreement, $20,000 was to be immediately due and payable to Magnolia within 10
days of being presented with the definitive agreement. We extended the closing
date to December 15, 2009. On
October 15, 2009, Magnolia advanced our company $15,000 of $20,000 contemplated
under the letter agreement. On December 10, 2009, Magnolia decided not to
proceed with the transactions contemplated by the memorandum of understanding
and we consider $15,000 from Magnolia as a break up fee. Accordingly, we
recognized $15,000 as other income in the statement of operations for the
nine-month period ended February 28, 2010. Management does not expect our
company to receive from Magnolia the remaining $5,000 contemplated under the
letter agreement. On April 9, 2010, we sold all of the issued and outstanding stock
of Here Network Corp. to the founders of the Company, in exchange for the return
of 5,600,000 shares of Here Enterprises common stock, which shares were then
assigned and delivered to others. On September 9, 2010, the Company entered into an agreement to
become the sole shareholder of ABS Land Company, Inc.  and Cycle Ranch
Inc., and the owner of 99% limited partnership interest of Cycle Ranch Management, Ltd. making them wholly-owned subsidiaries of the
Company.  Cycle Ranch Inc. is the managing partner of Cycle Ranch
Management, Ltd., which operates a motocross park near Floresville, Texas.
 ASB owns land which it leases to Cycle Ranch Management, Ltd. for its
operations.  Collectively, the entities will be referred to hereinafter as
Cycle Ranch. The Agreement is also subject to the guarantee of a promissory
note issued to the original seller of the stock of the Target Companies in the
amount of $640,000, with interest at 6% per annum and dated   February 5. 2010, which requires payment of $6,063 per month, with
the balance due in full on August 30, 2012. Current
and Anticipated Business Cycle Ranch Cycle Ranch operates a motocross race track located in
Floresville, Texas. They have 108 acres of red dirt and oak trees.  The
main track is approximately 1.7 miles long and 30 feet wide and is prepped every
weekend for races.  There is also a junior beginner track located behind
the main race track.  Facilities also include bathrooms, covered pavilions
with picnic tables, covered grandstands that seat 800 people, a bike wash, and a
bike shop.  More details on the track, facilities and events can be viewed
at www.cycleranchmx.com. Current and Anticipated Sources of
Revenue Cycle Ranch Currently, Cycle Ranch generates revenues from two separate
sources.  Cycle Ranch Management, Ltd. generates revenues from the
operation of its BMX race track through practice session fees, race event fees,
camping fees, special event fees, the bike wash and sales from the bike shop.
 Cycle Ranch Management, Ltd. pays a fee to lease the land on which the
track is located to ASB Land Management, Inc., which is ASBs only source of
revenue.  Cycle Ranch, Inc. currently only serves as general partner of
Cycle Ranch Management, Ltd. Competition Cycle Ranch We compete regionally nationally with other speedway owners to
sponsor events.  We compete for spectator interest with all forms of
professional and amateur spring, summer and fall sports, and with a wide range
of other available entertainment and recreational activities, conducted in and
near Floresville, San Antonio, and Austin, Texas, and regionally and nationally.
 These competing events or activities may be held on the same days as our
events.  We promote outdoor motorsports events.  Weather conditions
surrounding these events affect sales of tickets, concessions and souvenirs,
among other things. Employees Our President, Secretary, Treasurer and Director, Mark K. Ryun,
and our Chief Financial Officer, Michael T. Moore, are the only employee of our
Company.  They handle 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 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, 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.  REPORTS TO SECURITY
HOLDERS We
filed a Prospectus as part of a Form S-1, as amended, with the Securities and
Exchange Commission and will file reports, including quarterly and annual
reports, with the Commission pursuant to Section 12(b) or (g) of the Exchange
Act.  These reports and any other materials filed with the SEC may be read
and copied at the SEC's Public Reference Room at 100 F Street NE, Washington,
D.C. 20549. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330.  The Company files its
reports electronically with the SEC.  The SEC maintains an Internet site
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC.  The address of
that site is http://www.sec.gov. Item 1A. Risk
Factors  Not applicable.  Item 1B.
 Unresolved Staff Comments  Not Applicable.  Item 2.
Properties  Our
executive and head office is located at 848 N. Rainbow Blvd., #2952, Las Vegas,
NV  89107.  The Company also operates a motor cross race track,
located in Floresville, Texas through its subsidiary, Cycle Ranch.  The
Company owns a 99% interest in the company which owns the lease on that
property. 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.
 (Removed And Reserved)   PART
II  Item 5. Market for
Registrants Common Equity, Related Stockholder Matters and 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, 2010
$1.50
$0    February 28, 2010
$1.50
$0November 30, 2009
$0
$0August 31, 2009
$1.01
$0May 31, 2009
$0
$0February 28, 2009
$0
$0November 30, 2008
$1.01
$0August 31, 2008
$0
$0May 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 June 1, 2010, was $2.02 per share. There are currently 15 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. 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.
 Selected Financial Data.  AccumulatedFrom Nov. 15,2006 (Date ofInception) to
Year Ended
Year EndedMay 31,
May 31
May 312010
2010
2009Revenues from
continuing operations
$
                      -
$
                      -
$
                  -Total operating
expenses
$
         285,218
$
          109,665
$
       69,623Operating
Loss
(285,218)
(109,665)
(69,623)Net loss
(264,490)
(70,869)
(83,341)Net cash
provided by financing activities
166,872
45,200
40,000Cash used in
operating activities
(142,441)
(46,658)
(36,462)Cash and cash
equivalents on hand
3,087
3,087
7,644Net loss per
common share: Basic and Diluted

(0.01)
(0.01)Weighted
average number of common shares outstanding:

8,190,000
8,190,000Property and
equipment acquired from a related      party
3,515
-
-Stockholders
deficit

(100,515)
(47,120)  Item 7.
Managements Discussion and Analysis of Financial Condition and Results of
Operations. 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 in our annual report, particularly in the section
entitled Risk Factors beginning on page 8 of the annual report. Our audited consolidated financial statements are stated in U.S.
dollars and are prepared in accordance with United States generally accepted
accounting principles. 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.  On March 9,
2010, the Company sold its wholly-owned subsidiary, Here Network Corp. to
Companys controlling shareholders in exchange for the return of 5,600,000
common shares of the Company, which were distributed to certain shareholders.. Sources of Revenue The Company did not generate revenues from continuing operations
for the year ended May 31, 2010.  Revenues generated from Here Network
Corp. have been included in loss from discontinued operations. Results of Operations Year ended May 31, 2010 and May 31, 2009 The following table summarizes our operating results for the years
ended May 31, 2009 and 2008: Year Ended May 31,2010


2009Revenue
$
-

$
-Operating Expenses

109,665


69,623Net Loss
$
(70,869
)
$
(83,341
) General and administrative costs were $109,665 for the year ended
May 31, 2010 as compared to $69,923 for the year ended May 31, 2009. The
increase in general and administrative costs was primarily attributable to
Interest expense accrued and management fees incurred to offices of the
Company. Liquidity and Capital Resources Working Capital At May 31,


At May 31,2010


2009Current assets
$
3,087

$
8,545Current liabilities

103,602


62,837Working Capital Deficit
$
(100,515
)
$
(54,292
)  As of May 31, 2010, we had cash of $3,087, and a working capital
of $100,515, as compared to cash of $7,644, and working capital deficit of
$54,292 as of May 31, 2009.  We have suffered a net loss from   inception.  The company is indebted to a director in the
amount of $200, as of May 31, 2010, for expenses incurred on behalf of the
Company.  As of May 31, 2010, the Company was indebted to a shareholder in
the amount of $5,500. On May 12, 2010, the Company issued a contingently convertible
promissory note to The Good One, Inc. for proceeds of $10,000.  The Note is
unsecured and bears an interest at 5% per annum.  It is automatically
convertible into shares of the Companys common stock upon satisfaction of
certain conditions.  If those conditions are not met, the note and accrued
interest is repayable on November 12, 2010 at a conversion price of 30% of the
average closing bid price for the three business days prior to the notice of
conversation as quoted on the Pink Sheets quotation system. On October 8, 2008, we issued to Mountain Equity Ltd., a demand
promissory note in the amount of $30,000. The promissory note is not subject to
any specific repayment terms, and will accrue interest at the rate of 20% per
annum on the principal amount remaining unpaid, after as
well as before demand or maturity or default occurs. If we fail to pay the
principal amount of the promissory note or any interested thereon upon demand,
then the entire unpaid principal and all accrued and unpaid interest becomes
payable immediately. On April 8, 2009, we issued to Minerco Resources, Inc., a
promissory note in the amount of $10,000. The promissory note bears no interest
and is unsecured. If we fail to pay on demand any payment of principal on the
promissory note, then in such event the entire unpaid principal becomes due and
payable immediately. In June 2009, pursuant to the letter agreement between Magnolia
Solar, Inc. and our company, Magnolia agreed to advance us $20,000. The advance
of $20,000 was to be utilized by us solely for expenses related to the
completion of the audit of our financial statements for the year ended May 31,
2009. In addition, upon the consummation of the transactions contemplated under
the memorandum of understanding dated May 15, 2009 between Magnolia and our
company, $20,000 was to be applied as a credit against the purchase price for
the controlling interest in our company as contemplated by the memorandum of
understanding. If such transactions failed to close on or before August 31, 2009
or such later date as agreed by Magnolia and us, through no fault of our
company, $20,000 was to be treated as a break up fee payable to us. If we or
our majority shareholders, for any reason, determined not to proceed with such
transactions upon being presented with the definitive merger agreement, $20,000
was to be immediately due and payable to Magnolia within 10 days of being
presented with the definitive agreement. We extended the closing date to
December 15, 2009. On October 15, 2009, Magnolia advanced our company $15,000 of
$20,000 contemplated under the letter agreement. On December 10, 2009, Magnolia
decided not to proceed with the transactions contemplated by the memorandum of
understanding and we consider $15,000 from Magnolia as a break up fee.
Accordingly, we recognized $15,000 as other income in the statement of
operations for the nine-month period ended February 28, 2010. Management does
not expect our company to receive from Magnolia the remaining $5,000
contemplated under the letter agreement.  Management believes that our 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 funding requirements for the next twelve
months primarily through future debt or equity financing. There is no assurance
that we 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. Because we have a working capital deficit, have generated minimal
revenues, and have incurred losses from operations since inception, in their
report on our audited financial statements for the year ended May 31, 2010, 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 We have no significant off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders. Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.  Not applicable.   Item 8. Financial
Statements and Supplementary Data.   Here
Enterprises, Inc. (A
Development Stage Company) May
31, 2010   Index    Report
of Independent Registered Public Accounting Firm F1  Consolidated Balance Sheet F2  Consolidated Statement of Operations F3  Consolidated Statement of Stockholders Deficit F4  Consolidated Statement of Cash Flows F5  Notes to the Consolidated Financial Statements F6  F-11         [heremay1010kdraftv7final002.gif]   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, 2010 and 2009
and the related consolidated statements of operations, stockholders equity
(deficit), and cash flows for the years then ended, and accumulated from
November 15, 2006 (Date of Inception) to May 31, 2010. 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 the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits 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. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. An audit includes consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of internal control over financial reporting. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  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, 2010 and 2009, and
the results of its operations and its cash flows for the years ended, and
accumulated from November 15, 2006 (Date of Inception) to May 31, 2010 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 a working
capital deficit, has generated minimal revenues, 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 Elliott LLP  CHARTERED ACCOUNTANTS Vancouver, Canada September
24, 2010   F-1     Here
Enterprises, Inc. (A
Development Stage Company) Consolidated
Balance Sheets (Expressed
in U.S. dollars)   May 31,
2010
$
May 31,
2009
$Current
AssetsCash
3,087
7,644Accounts
receivable

901Total
Current Assets
3,087
8,545Property
and equipment (Note 3)

1,236Website
(Note 4)

5,936Total
Assets
3,087
15,717LIABILITIES
AND STOCKHOLDERS EQUITYCurrent
LiabilitiesAccounts
payable
3,313
4,670Accrued
liabilities
9,889
8,071Due
to related parties (Note 6)
30,700
10,096Loans
payable (Note 7)
49,700
40,000Contingently
convertible promissory note (Note 8)
10,000
Total
Current Liabilities
103,602
62,837Nature
of Operations and Going Concern (Note 1)
Commitment
(Note 11)
Subsequent
Events (Note 11)Stockholders
DeficitCommon
stock  (Note 5)
Authorized:
1,500,000,000 shares, par value $0.001
Issued
and outstanding: 8,190,000 shares
8,190
8,190Preferred
stock
Authorized:
50,000,000 shares, par value $0.001
Issued
and outstanding: nil shares
-
-Subscriptions
receivable (Note 5)
(5,600)
-Additional
paid-in capital
72,810
72,810Donated
capital (Note 6(c))
89,375
66,375Accumulated
other comprehensive loss

(874)Deficit
accumulated during the development stage
(265,290)
(193,621)Total
Stockholders Deficit
(100,515)
(47,120)Total
Liabilities and Stockholders Deficit
3,087
15,717  (The accompanying notes are an integral part of these consolidated
financial statements)  F-2     Here
Enterprises, Inc. (A
Development Stage Company) Consolidated
Statements of Operations (Expressed
in U.S. dollars)   Accumulated from
November 15,
2006
(Date of Inception)
to May 31,
2010
$
Year
Ended
May 31,
2010
$
Year
Ended
May 31,
2009
$Revenues



Operating
ExpensesGeneral
and administrative (Note 6)

285,218
109,665
69,623Operating
Loss

(285,218)
(109,665)
(69,623)Other
Income (Expense)Other
income (Note 9)

15,000
15,000
Gain
on forgiveness of loans payable (Notes 7(c) and (d))

20,672
20,672
Loss
on forgiveness of advances to Here Network Corp. (Note 5)

(21,258)
(21,258)
14,414
14,414
Loss
From Continuing Operations

(270,804)
(95,251)
(69,623)Discontinued
Operations (Note 5)Loss
from discontinued operations

(21,946)
(3,878)
(13,718)Gain
on disposal of discontinued operations

28,260
28,260
6,314
24,382
(13,718)Net
Loss

(264,490)
(70,869)
(83,341)Other
Comprehensive IncomeForeign
currency translation adjustments



(1,294)Comprehensive
Loss

(264,490)
(70,869)
(84,635)Net
Loss Per Share  Basic and DilutedContinuing
Operations


(0.01)
(0.01)Discontinued
Operations



(0.01)
(0.01)Weighted
Average Shares Outstanding  Basic and Diluted


8,190,000
8,190,000  (The accompanying notes are an integral part of these consolidated
financial statements)  F-3     Here
Enterprises, Inc. (A
Development Stage Company) Consolidated
Statement of Stockholders Deficit For
the period from Nov. 15, 2006 (Date of Inception) to May 31, 2010 (expressed
in U.S. dollars)  Common StockShares

Amount
Treasury Shares
Subscriptions Receivable
Additional Paid-in Capital
Donated
Capital
Accumulated Other
Comprehensive Income (Loss)

Deficit Accumulated During the Development Stage
Total#

$
$
$
$
$
$

$
$Balance,
May 31, 2007
8,190,000

8,190


72,810
12,375
330

(15,434)
78,271Donated
services and rent






27,000



27,000Foreign
currency translation







90


90Net
loss for the year









(94,846)
(94,846)Balance,
May 31, 2008
8,190,000

8,190


72,810
39,375
420

(110,280)
10,515Donated
services and rent






27,000



27,000Foreign
currency translation







(1,294)


(1,294)Net
loss for the year









(83,341)
(83,341)Balance,
May 31, 2009
8,190,000

8,190


72,810
66,375
(874)

(193,621)
(47,120)Shares
returned to treasury upon disposition of Here Network Corp.



(6,400)






(6,400)5,600,000
shares issued for $0.001 per share



6,400
(5,600)




(800)
Donated
services and rent






23,000



23,000Foreign
currency translation







874


874Net
loss for the year









(70,869)
(70,869)Balance,
May 31, 2010
8,190,000

8,190

(5,600)
72,810
89,375


(265,290)
(100,515)  (The accompanying notes are an integral part of these consolidated
financial statements)  F-4     Here
Enterprises, Inc. (A Development Stage Company) Consolidated
Statements of Cash Flows (expressed
in U.S. dollars)   Period From
November 15,
2006
(Date of Inception)
to May 31, 2010
$
Year
Ended
May 31,2010
$
Year
Ended
May 31,2009
$Operating
ActivitiesLoss
from continuing operations
(270,804)
(95,251)
(69,623)Non-cash
items:Donated
services and rent
89,375
23,000
27,000Gain
on forgiveness of loans payable
(20,672)
(20,672)
Loss
on forgiveness of advances to Here Network Corp.
21,258
21,258
Changes
in operating assets and liabilities:Accounts
payable
3,313
(5,769)
1,848Accrued
liabilities
9,889
5,576
4,313Due
to related parties
25,200
25,200
Net
Cash Used in Operating Activities
(142,441)
(46,658)
(36,462)Investing
ActivitiesDisposition
of discontinued operations

(3,417)
Advances
to Here Network Corp.
(21,258)

Purchase
of Here Network Corp.
(86)

Net
Cash Used in Investing Activities
(21,344)
(3,417)
Financing
ActivitiesProceeds
from loan from shareholder
5,500
5,500
Proceeds
from loan from former shareholder
672

Proceeds
from issuance of common stock
81,000

Proceeds
from issuance of contingently convertible promissory note
10,000
10,000
Proceeds
from issuance of loans payable
82,700
42,700
40,000Repayments
of loans payable
(13,000)
(13,000)
Net
Cash Provided by Financing Activities
166,872
45,200
40,000Effect
of Exchange Rate Changes on Cash

(107)
(297)Increase
(Decrease) in Cash from Continuing Operations
3,087
(4,982)
3,241Increase
(Decrease) in Cash from Discontinued Operations

425
(4,750)Cash,
Beginning of Period

7,644
9,153Cash,
End of Period
3,087
3,087
7,644Non-cash
Investing and Financing ActivitiesProperty
and equipment acquired from a related party
3,515

Shares
returned for disposal of Here Network Corp.
6,400
6,400
Website
acquired from a related party
4,330

Supplemental
DisclosuresInterest
paid


Income
taxes paid


 (The accompanying notes are an integral part of these consolidated
financial statements)  F-5     1. Nature
of Operations and Going Concern 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., a company incorporated in the province of
British Columbia, Canada. On December 12, 2006, Here Network Corp. 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. On March 9, 2010, the Company sold its wholly-owned
subsidiary, Here Network Corp (see Note 5). The Company is a development stage
company as defined by Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) 915, Development Stage Enterprises.  These consolidated financial statements have been prepared on a
going concern basis, which implies the Company will continue to realize its
assets and discharge its liabilities in the normal course of business. As of May
31, 2010, the Company has generated minimal revenue, has a working capital
deficit of $100,515, and has incurred losses from operations of $264,490 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 debt and equity
financing arrangements (see Note 11), which may be insufficient to fund its
capital expenditures, working capital and other cash requirements for the year
ending May 31, 2011.  There is no assurance that the Company will obtain
the necessary financing to complete its objectives.    2. Summary of Significant Accounting Policies (l) 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 formerly wholly-owned Canadian subsidiary, Here Network Corp. from December
12, 2006 (date of inception) to March 9, 2010 (date of disposition - see Note
5). All significant inter-company transactions and balances have been
eliminated.  The Companys fiscal year end is May 31. (l) 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, deferred income tax asset valuation allowances and the valuation of
financial instruments. 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. (l) 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.       2. Summary of Significant Accounting Policies (continued) (l) Financial Instruments and Concentrations ASC 825, Financial Instruments requires an entity to maximize the
use of observable inputs and minimize the use of unobservable inputs when
measuring fair value.  ASC 825 establishes a fair value hierarchy based on
the level of independent, objective evidence surrounding the inputs used to
measure fair value.  A financial instruments categorization within the
fair value hierarchy is based upon the lowest level of input that is significant
to the fair value measurement.  ASC 825 prioritizes the inputs into three
levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are
quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are
inputs other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets;
quoted prices for identical assets or liabilities in markets with insufficient
volume or infrequent transactions (less active markets); or model-derived
valuations in which significant inputs are observable or can be derived
principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are
unobservable inputs to the valuation methodology that are significant to the
measurement of the fair value of the assets or liabilities. The Companys financial instruments consist principally of cash,
accounts payable, amounts due to related parties, loans payable and contingently
convertible promissory note.  Pursuant to ASC 825, the fair value of the
Companys cash equivalents, when applicable, is determined based on Level 1
inputs, which consist of quoted prices in active markets for identical assets.
 The Company estimates that the carrying values of all of its other
financial instruments approximate their fair values due to the immediate or
relatively short maturities of these instruments.  Assets measured at fair value on a recurring basis were presented
on the Companys balance sheet as of May 31, 2010 as follows: Fair Value Measurements UsingQuoted Prices in
SignificantActive Markets
Other
SignificantFor Identical
Observable
UnobservableInstruments
Inputs
Inputs
Balance as of(Level 1)
(Level 2)
(Level 3)
May 31, 2010$
$
$
$Assets:Cash
3,087


3,087 The Company does not have any liabilities measured at fair value
on a recurring basis presented on the Companys balance sheet as of May 31,
2010. The Companys discontinued operations (see Note 5) were in Canada
and virtually all of its assets and liabilities gave rise to significant
exposure to market risks from changes in foreign currency rates. The financial
risk is the risk to the Companys operations that arise from fluctuations in
foreign exchange rates and the degree of volatility of these rates. Currently,
the Company does not use derivative instruments to reduce its exposure to
foreign currency risk. Financial instruments that potentially subject the Company to a
concentration of credit risk consist primarily of cash. The Company limits its
exposure to credit loss by placing its cash with high credit quality financial
institutions. For the year ended May 31, 2010 and 2009, 100% of revenues were
earned from a single customer. As at May 31, 2009, 100% of accounts receivable
was due from this customer.  F-7     2. Summary of Significant Accounting Policies (continued) (e) Property and Equipment Property and equipment are recorded at cost. Amortization has been
provided using the following methods and estimated useful lives: 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 ASC 350, Intangibles  Goodwill and Other.
 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 ASC 360, Property, Plant and Equipment, the
carrying values of 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 and reporting currencies of the Company are the
United States dollar. The functional currency of the Here Network Corp. is the
Canadian dollar. The financial statements of Here Network Corp. are translated
to United States dollars under the current rate method in accordance with ASC
830, Foreign Currency Translation Matters. 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 deficit. Transactions in foreign currencies are recorded at the approximate
rate of exchange at the transaction date. Assets and liabilities resulting from
these transactions are translated at the rate of exchange in effect at the
balance sheet date. All differences are recorded in the results of
operations. (i) Income Taxes The Company accounts for income taxes using the asset and
liability method in accordance with ASC 740, Income Taxes. The asset and
liability method provides that deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary differences
between the financial reporting and tax bases of assets and liabilities, and for
operating loss and tax credit carryforwards. Deferred tax assets and liabilities
are measured using the currently enacted tax rates and laws that will be in
effect when the differences are expected to reverse. The Company records a
valuation allowance to reduce deferred tax assets to the amount that is believed
more likely than not to be realized. (j) Revenue Recognition The Companys revenue is derived from pay per click advertising
placed on its website. The Company recognizes this advertising revenue in
accordance with ASC 605, Revenue Recognition when the price is fixed or
determinable, persuasive evidence of an arrangement exists, the revenue has been
earned, and collectibility is reasonably assured. (k) Comprehensive Income ASC 220, Comprehensive Income, establishes standards for the
reporting and display of comprehensive income and its components in the
financial statements. As at May 31, 2010, the Companys does not have any
accumulated other comprehensive loss.  F-8     2. Summary of Significant Accounting Policies (continued) (l) Basic
and Diluted Net Income (Loss) Per Share The Company computes earnings (loss) per share in accordance with
ASC 260, Earnings per Share which requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential shares if their effect is anti
dilutive. As at May 31, 2010, the Company does not have any dilutive potential
shares outstanding. (m) Reclassification Certain reclassifications have been made to the comparative
figures to conform to the current periods presentation. (m) Recent Accounting Pronouncements In January 2010, the FASB issued Accounting Standards Update (ASU)
No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends
the ASC Topic 820, Fair Value Measurements and Disclosures.  ASU No.
2010-06 amends the ASC to require disclosure of transfers into and out of Level
1 and Level 2 fair value measurements, and also requires more detailed
disclosure about the activity within Level 3 fair value measurements.  The
new disclosures and clarifications of existing disclosures are effective for
interim and annual reporting periods beginning after December 15, 2009, except
for the disclosures concerning purchases, sales, issuances, and settlements in
the roll forward of activity in Level 3 fair value measurements. Those
disclosures are effective for fiscal years beginning after December 15, 2010,
and for interim periods within those fiscal years.  The adoption of this
amendment is not expected to have a material effect on the Companys
consolidated financial statements.  In August 2009, the FASB issued Accounting Standards Update (ASU)
No. 2009-05, Measuring Liabilities at Fair Value, which amends the ASC Topic
820, Fair Value Measurements and Disclosures.  ASU No. 2009-05 amends the
accounting standards related to the measurement of liabilities that are
recognized or disclosed at fair value on a recurring basis. This standard
clarifies how a company should measure the fair value of liabilities and that
restrictions preventing the transfer of a liability should not be considered as
a factor in the measurement of liabilities within the scope of this standard.
This standard became effective on September 1, 2009. The adoption of this
amendment did not have a material effect on the Companys consolidated financial
statements.  In June 2009, the FASB issued guidance now codified as ASC 105,
Generally Accepted Accounting Principles as the single source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with U.S.
GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S.
GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by
providing all authoritative literature related to a particular topic in one
place.  The adoption of ASC 105 did not have a material impact on the
Companys financial statements, but did eliminate all references to
pre-codification standards.  In May 2009, FASB issued ASC 855, Subsequent Events, which
establishes general standards of for the evaluation, recognition and disclosure
of events and transactions that occur after the balance sheet date. Although
there is new terminology, the standard is based on the same principles as those
that currently exist in the auditing standards. The standard is effective for
interim or annual periods ending after June 15, 2009 The adoption of ASC 855 did
not have a material effect on the Companys financial statements.  The Company has implemented all new accounting pronouncements that
are in effect and that may impact its financial statements and does not believe
that there are any other new accounting pronouncements that have been issued
that might have a material impact on its financial position or results of
operations.    F-9     3. Property and Equipment May 31, 2010

May 31,
2009Accumulated

Net Book

Net BookCost

Amortization

Value

Value$

$

$

$Computer
hardware






929Furniture
and equipment






307





1,236  4. Website May 31,
2010

May 31,
2009$

$Website



15,345Less:
Accumulated amortization



(9,409)Net
Carrying Value



5,936   5. Discontinued Operations and Capital Stock  On March 9, 2010, the Company sold its wholly-owned subsidiary,
Here Network Corp. to the Companys controlling shareholders in exchange for the
return of 5,600,000 common shares of the Company to treasury. The transaction
was measured at $6,400, the estimated fair value of Here Network Corp., which
was considered more reliably measureable than the Companys stock as it does not
trade in an active market. The Company recognized a gain on disposal of Here
Network Corp. of $28,260. The 5,600,000 common shares were subsequently
redirected to other shareholders of the Company at a price of $0.001 per share.
As at May 31, 2010, subscriptions in the amount of $5,600 are due from these
shareholders. On May 31, 2010, the Company forgave advances of $21,258 provided
to Here Network Corp. prior to its disposal. The results of discontinued operations of Here Network Corp. are
summarized as follows: Year
Ended
May 31,
2010
$
Year
Ended
May 31,
2009
$
Accumulated from
November 15,
2006
(Date of Inception)
to May 31,
2010
$Revenues

4,476
5,559
23,302Operating
ExpensesAmortization

4,388
5,882
16,063General
and administrative

3,966
13,395
29,185,Total
Operating Expenses

8,354
19,277
45,248Loss
from Discontinued Operations

(3,878)
(13,718)
(21,946)   F-10     5. Discontinued Operations and Capital Stock (continued)  The gain on disposal of Here Network Corp. is summarized as
follows: Amount
$Consideration
Received:Shares
of the Company returned to treasury



6,400Net
Liabilities:Cash



(3,417)Other
assets



(3,737)Total
liabilities



31,064Accumulated
other comprehensive loss



(2,050)21,860Gain
on Disposal of Discontinued Operations



28,260  Cash flows of the discontinued operations of Here Network Corp.
are summarized as follows: Year
Ended
May 31,
2010
$
Year
Ended
May 31,
2009
$
Accumulated from
November 15,
2006
(Date of Inception)
to May 31,
2010
$Operating
activities

1,026
(5,844)
Investing
activities



Financing
activities



Effect
of exchange rate changes on cash

(601)
1,094
Net
Increase (Decrease) in Cash

425
(4,750)
  6. Related Party Transactions and Balances (a) As at May 31, 2010, the Company was indebted to a director (2009 
former directors) of the Company in the amount of $200 (May 31, 2009 - $10,096)
for expenses incurred on behalf of the Company. The amounts are unsecured,
non-interest bearing and due on demand.  (b) As at May 31, 2010, the Company was indebted to a shareholder of
the Company in the amount of $5,500 (May 31, 2009 - $nil). The amount is
unsecured, non-interest bearing and due on demand.  (c) One former employee of the Company provided management services
and office premises to the Company at no charge for the period from June 1, 2009
to March 8, 2010. From March 9, 2010 to May 31, 2010, an officer of the Company
provided office premises to the Company at no charge. The donated services have
an estimated fair value of $2,000 per month and office premises have an
estimated fair value of $250 per month. During the year ended May 31, 2010,
$20,000 (2009 - $24,000) in donated services and $3,000 (2009 - $3,000) in
donated rent were charged to operations and recorded as donated capital.  (d) On April 1, 2010, the Company entered into an agreement with the
Chief Executive Officer of the Company to provide management services at a rate
of $10,000 per month. The agreement can be terminated with notice of one month.
During the year ended May 31, 2010, the Company incurred $20,000 in management
fees under the agreement which has been recorded in general and administrative
expense in the statement of operations. As at May 31, 2010, $20,000 was unpaid.
The amount due is unsecured, non-interest bearing and due on demand.  6. Related Party Transactions and Balances (continued) (e) On April 1, 2010, the Company entered into an agreement with the
Chief Financial Officer of the Company to provide management services at a rate
of $2,500 per month. The agreement can be terminated with notice of one month.
During the year ended May 31, 2010, the Company incurred $5,000 in management
fees under the agreement which has been recorded in general and administrative
expense in the statement of operations. As at May 31, 2010, $5,000 was unpaid.
The amount due is unsecured, non-interest bearing and due on demand.    F-11     7. Loans Payable  (a) On October 8, 2008, the Company issued a promissory note to an
unrelated company for proceeds of $30,000.  The promissory note bears
interest at 20% per annum, is unsecured and repayable on demand.  (b) On April 8, 2009, the Company issued a promissory note to an
unrelated company for proceeds of $10,000. On June 26, 2009 and March 24, 2010,
the Company issued additional promissory notes to this company for proceeds of
$20,000 and $2,700 respectively. The Company repaid $5,000 on October 20, 2009,
and $8,000 on November 19, 2009. The promissory notes bear no interest, are
unsecured and have no fixed term for repayment.  (c) On March 31, 2010, the Company issued a promissory note to a
former director of the Company for proceeds of $20,000. On May 31, 2010, the
former director of the Company forgave the promissory note. The promissory note
bore no interest, was unsecured and had no fixed term for repayment.  (d) On May 31, 2010, the former president of the Company forgave an
amount owing to him totalling $672. The amount bore no interest, were unsecured
and had no fixed term for repayment.   8. Contingently Convertible Promissory Note  On May 12, 2010, the Company issued a contingently convertible
promissory note to The Good One, Inc. (see Note 11) for proceeds of $10,000.
 The promissory note is unsecured, bears interest at 5% per annum and is
automatically convertible into shares of the Companys stock upon the
satisfaction of certain conditions.  If the conditions for automatic
conversion are not satisfied, the note and accrued interest is repayable on
November 12, 2010. The conversion price is equal to 30% of the average closing
bid price for the three business days prior to the notice of conversion as
quoted on the Pink Sheets quotation system. The note may be repaid by the
Company, in whole or in part, at any time without penalty.   9. Other Income  On May 15, 2009, the Company signed Memorandum of Understanding
(the MOU) with Magnolia Solar, Inc. (Magnolia) under which Magnolia was to
acquire a majority interest in the issued and outstanding common stock of the
Company from its controlling shareholders for $300,000 in a reverse merger
transaction. On October 15, 2009, Magnolia advanced the Company $15,000 of the
$20,000 deposit contemplated under the letter agreement. If the reverse merger
transaction was to fail to close, through no fault of the Company, the $20,000
deposit was to be treated as a break up fee payable to the Company. On
December 10, 2009, Magnolia decided not to proceed with the transactions
contemplated by the MOU and abandoned the reverse takeover transactions.
 Accordingly, the Company recognized the $15,000 as other income in the
statement of operations during the year ended May 31, 2010. Management does not
expect the Company to receive the remaining $5,000 contemplated under the
agreement from Magnolia.    F-12     10. Income Taxes The income tax recovery differs from the amount computed by
applying the federal and state income tax rate of 35% (2009  35%) to loss from
continuing operations for the years ended May 31, 2010 and 2009 as follows:  2010
$
2009
$Income
tax recovery computed at statutory rates


33,338
24,368Permanent
differences


(8,050)
(9,450)Other


(7,159)
5,510Change
in valuation allowance


(18,129)
(20,428)Income
tax recovery



 Significant components of the Companys deferred tax assets and
liabilities as at May 31, 2010 and 2009 were as follows: 2010
$
2009
$Deferred
tax assets-
Net operating loss carryforward

62,665
44,536-
Less valuation allowance

(62,665)
(44,536)Net
deferred tax asset and liability


  The Company has incurred net operating losses totalling $179,042,
which begin to expire in 2027. The Company has recognized a valuation allowance
for the deferred income tax asset since the Company cannot be assured that it is
more likely than not that such benefit will be utilized in future years.   11. Subsequent Events  (a) On July 20, 2010, the Company issued a $10,000 convertible note to
a shareholder of the company for proceeds of $10,000. The convertible note is
unsecured and bears interest at 5% per annum. Principal and accrued interest is
repayable on demand commencing six months from the date of issuance.
The note can be converted into shares of the Company, in whole or in part,
at any time prior to maturity, at a conversion price equal to 30% of the average
closing bid price for the three business days prior to the notice of conversion
as quoted on the Pink Sheets quotation system The note may be repaid by the
Company, in whole or in part, at any time with 10 days notice. The holder may
either accept the prepayment or request that it be immediately converted to
shares of the Company at the conversion price.  (b) On August 3, 2010, the Company issued a $10,000 convertible note
to a shareholder of the company for proceeds of $10,000. The convertible note is
unsecured and bears interest at 5% per annum. Principal and accrued interest is
repayable on demand commencing six months from the date of issuance.
The note can be converted into shares of the Company, in whole or in part,
at any time prior to maturity, at a conversion price equal to 30% of the average
closing bid price for the three business days prior to the notice of conversion
as quoted on the Pink Sheets quotation system The note may be repaid by the
Company, in whole or in part, at any time with 10 days notice. The holder may
either accept the prepayment or request that it be immediately converted to
shares of the Company at the conversion price.   F-13     11. Subsequent Events (continued)  (c) On September 9, 2010, the Company entered
into Share Purchase Agreement with The Good One, Inc. (The Good One), under
which it agreed to purchase all of the common stock of Cycle Ranch, Inc. and ASB
Land Company, Inc., and the 99% limited partnership interest of Cycle Ranch
Management, Ltd., (collectively the Shares).  In exchange for the Shares,
the Company will issue to The Good One a convertible promissory note in the
amount of $5,000,000 (the Note).  The Note is unsecured and bears
interest at 5% per annum. Principal and accrued interest is repayable on demand
commencing six months from the date of issuance. The Note can be converted
into shares of the Company, in whole or in part, at any time prior to maturity,
at a conversion price equal to 50% of the average closing bid price for the
three business days prior to the notice of conversion as quoted on the Pink
Sheets quotation system (the Conversion Price). The Conversion Price is
subject to a minimum of $0.001 per share, being par value. The Note may be
repaid by the Company, in whole or in part, at any time with 10 days notice. The
Good One may either accept the prepayment or request that it be immediately
converted to shares of the Company at the Conversion Price. In conjunction with
the Share Purchase Agreement, the Company has agreed to guarantee the repayment
of a $640,000 promissory note due from The Good One to a third party (the
Promissory Note). The Promissory Note is secured by the Shares and bears
interest at 6% per annum. Principal and interest are payable commencing March 1,
2010 in monthly installments of $5,063, increasing to $6,063 on September 1,
2010, with the remaining balance due on August 30, 2012. The Promissory
Note may be repaid, in whole or in part at any time without penalty. The Shares
are to be held in escrow until the Promissory Note and accrued interest are
repaid. An estimate of the financial effect of this transaction cannot be made
as at October 14, 2010, the date these financial statements were available to be
issued, as reliable financial information relating to the net assets acquired by
the Company on September 9, 2010 was unavailable. The combined financial
statements of ASB Land Company, Inc. and Cycle Ranch Management, Ltd. are
included in the Companys 8-K filed on September 24, 2010.       F-14      Item 9. Changes in
and Disagreements with Accountants on Accounting and Financial
Disclosure. None. Item 9A.
 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 our disclosure controls and procedures as of the end of the
period covered by this annual report, being May 31, 2010. This evaluation was
carried out under the supervision and with the participation of our 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 not 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. The design of a control system is also based
upon certain assumptions about potential future conditions; over time, currently
implemented controls may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate. Due to
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 were ineffective
as at the end of the period covered by this annual report. Disclosure controls and
procedures are controls and other procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the applicable time periods specified in the Securities and Exchange
Commissions rules and forms. Disclosure controls and procedures include
controls and procedures which are designed to ensure that information required
to be disclosed in our reports filed under the Securities Exchange Act of 1934
is accumulated and communicated to management, including our President to allow
timely decisions regarding required disclosure. Managements Report on
Internal Control over Financial Reporting Our management is responsible for
establishing and maintaining adequate internal control over financial reporting
(as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934).
Management has assessed the effectiveness of our internal control over financial
reporting as of May 31, 2010, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. As a result of this assessment, management concluded
that, as of May 31, 2010, our internal control over financial reporting was not
effective. The ineffectiveness of our internal control over financial reporting
was due to the existence of significant deficiencies constituting material
weaknesses, as described in greater detail below. A material weakness is a
control deficiency, or combination of control deficiencies, such that there is a
reasonable possibility that a material misstatement of the annual or interim
financial statements will not be prevented or detected on a timely basis. Our management identified the
following material weaknesses in our internal control over financial
reporting: * Lack of independent directors and an audit committee  Our
management believes that an audit committee is an utmost important entity level
control over our financial reporting. We currently do not have an audit       committee and have no independent director. Our board of directors
consists solely of our President, who is not independent of management and lacks
sufficient financial expertise for overseeing financial reporting
responsibilities;  * Insufficient segregation of duties in our finance and accounting
functions due to limited personnel  During the year ended May 31, 2010, we had
limited personnel that performed nearly all aspects of our financial reporting
process, including, but not limited to, access to the underlying accounting
records and systems, the ability to post and record journal entries and
responsibility for the preparation of the financial statements. This creates
certain incompatible duties and a lack of review over the financial reporting
process that would likely result in a failure to detect errors in spreadsheets,
calculations, or assumptions used to compile the financial statements and
related disclosures as filed with the Securities and Exchange Commission. These
control deficiencies could result in a material misstatement of our annual or
interim financial statements that would not be prevented or detected; and * Lack of accounting staff with sufficient technical accounting
knowledge  We do not have accounting staff with sufficient technical accounting
knowledge relating to accounting for complex U.S. generally accepted accounting
principles matters. We plan to take steps to enhance
and improve the design of our internal control over financial reporting. To
remediate the material weaknesses identified, we plan to implement the following
changes during the year ending May 31, 2011: * We intend to recruit two or more additional independent directors
and create an audit committee at such time as additional directors are retained;
and * We intend to hire additional personnel to assist with the
preparation of our financial statements, which is expected to allow for proper
segregation of duties, as well as additional manpower for proper
documentation. The above remediation efforts are
largely dependent on our securing additional financing to cover the costs of
implementing the changes required. If we are unsuccessful in securing such
funds, the remediation efforts may be adversely affected in a material
manner. This annual report does not
include an attestation report of our registered public accounting firm regarding
internal control over financial reporting. Managements report was not subject
to attestation by our registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit our company to
provide only managements report in this annual report. Changes in Internal Control
over Financial Reporting There were no changes in our
internal control over financial reporting that occurred during our fourth fiscal
quarter ended May 31, 2010, that have materially affected, or are reasonably
likely to materially affect our internal control over financial reporting.  Item 9B. Other
Information  On March 9, 2010, the
Company sold its wholly-owned subsidiary, Here Network Corp., to the Companys
founders and then-controlling shareholders in exchange for the return of
5,600,000 common shares of the Company.  The Company simultaneously
assigned the shares to certain individuals and entities for an amount equal to
$5,600, which amount is currently due the Company from those shareholders.  F-16     PART
III  Item 10.
Directors, Executive Officers and Corporate Governance.  A director of 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 directors and executive officers, their age, positions held, and
duration as such, are as follows: Name
Position Held with our Company
Age
Date First Elected or AppointedMark K. Ryun
President, Secretary, Treasurer, Director, CEO
51
March 4, 2010Michael T. Moore
CFO
51
March 16, 2010 Business Experience The following is a brief account of the education and business
experience of our officers and sole director during at least the past five
years, indicating business experience, principal occupation during the period,
and the name and principal business of the organization by which he was
employed. Michael T. Moore, CFO In December of 1982, Michael T. Moore achieved a Bachelor of Arts
degree in accounting and economics from the University of California located in
Santa Barbara. Since June of 1985, Mr. Moore has been a certified financial
planner (CFP) with the Jung Financial Group, Ltd. and in June of 1987, Mr. Moore
received the designation of an enrolled agent (EA). The Jung Financial Group,
Ltd. is a diversified financial services company located in the state of Hawaii
with offices based in Honolulu on Oahu and Hilo on the island of Hawaii. The
Jung Financial Group, Ltd. offers investment management, small business
accounting and tax services. Since September of 1989 and as of the date of this report, Mr.
Moore has been the vice president and a 50% shareholder of the Jung Financial
Group, Ltd. Mr. Moore manages The Jung financial Group, Ltd. and oversees the
small business accounting and tax service areas of the business as well as its
accounting and financial reports. Mark
K. Ryun Since
July of 1991, Mr. Mark K. Ryun has been the president and chief executive
officer of the Coastal Wood Floors, a full-service hardwood flooring contracting
company based in Haleiwa, Hawaii. Over the past 18 years, Mr. Ryun has been a
member of the board of directors with the Honolulu Board of Contractors in the
State of Hawaii, the National Wood Flooring Association (NWFA), and the Better
Business Bureau of Hawaii (BBB). Since
June of 1992, Mr. Ryun raced professional motocross for Pflueger Honda,
Montgomery Motors, No Fear and Oakley. He competed in Motocross events for ten
years. During that time he also was employed  F-17     as
a spokesman and stuntman for the DARE program of Hawaii, helping to educate the
public about the harmful effects of drugs and alcohol abuse. Family Relationships There are no family relationships between any director or
executive officer. Involvement in Certain Legal Proceedings None of our director and executive officer 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; or4.
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, 2010, 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, 2010, were conducted by resolutions consented to in writing by our former
directors or current director 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. Code of Ethics We have not adopted a code of ethics because our board of
directors believes that our small size does not merit the expense of preparing,
adopting and administering a code of ethics. Our board of directors intends to
adopt a code of ethics when circumstances warrant.  F-18     Nominating and Compensation Committees We do not have standing nominating or compensation committees, or
committees performing similar functions. Our board of directors believes 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-K. 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. Item 11. Executive
Compensation.  The following table shows the compensation received by our
executive officers for the fiscal years ended May 31, 2010 and 2009:  F-19       SUMMARY COMPENSATION TABLEName and Principal
Position
Year
Salary ($)
Bonus ($)
Stock Awards
($)
Option Awards
($)
Non-Equity Incentive Plan
Compensation ($)
Nonqualified Deferred
Compensation Earnings ($)
All Other Compe
nsation ($)
Total ($)Simon
Au(1)President, Secretary, Treasurer and Director
2010
2009
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
NilMark K.
Ryun(3)
President,
Secretary,Treasurer, CEO, Director
2010
$20,000
Nil
Nil
Nil
Nil
Nil
Nil
NilMichael T.
Moore(3)
CFO
2010
$5,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil (1) Mr. Au became our director on September 10, 2008 and our
President, Secretary, and Treasurer on September 12, 2008 and resigned all of
his positions on March 4, 2010 (2) Mr. Ryun became our President, Secretary, Treasurer and
director on March 4, 2010. (3) Mr. Moore became our CFO on March 16, 2010. We have not entered into written employment agreements with our
former directors and officers.  We have entered into written employment
agreement with our current officers. 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  F-20     As at May 31, 2010, we had not adopted any equity compensation
plan and no stock, options, or other equity securities were awarded to our
former executive officers or current executive officer. Director Compensation Our former directors
or current director did not receive or accrue any compensation for their
services as a director during the fiscal year ended May 31, 2010.  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.  Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters. The following table sets forth, as of July 1, 2010, 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 and
Nature of Beneficial Ownership
Percentage of Class(1)Mark K.
Ryan(2)
President,
Secretary, Treasurer, CEO, Director
848 N. Rainbow
Blvd. #2952,
Las Vegas, NV
89107
Common Stock
1,675,000(2)
20.45%Michael T.
Moore
CFO
848 N. Rainbow
Blvd. #2952,
Las Vegas, NV
89107
Common Stock
0
0%David Sayid
408 West
57th St., Suite 8E
New York, NY
10019
Common Stock
800,000
9.77%Kaleidoscope
Real Estate Inc.
3540 W. Sahra
#461
Las Vegas, NV
 89102
Common Stock
1,500,000
18.32%Ecoinnovation,
LLC
59-574 Makana
Rd.
Haleiwa, HI
 96712
Common Stock
800,000
9.77%Acadia, LLC
131 E. Oakland
Dr.
Saint Rose, LA
 70087
Common Stock
800,000
9.77%Amber Sunset
Ventures, LLC  F-21        172 E.
Bullion
Marysvale, UT
 84750
Common Stock
800,000
9.77%Bayou Business,
LLC
4041 Williams
Blvd, Suite A9 #192
Kenner, LA
 70065
Common Stock
800,000
9.77%Director and Executive Officers as a Group (2 person)
Common Stock
1,675,000
20.45%  (1)

(2)
Based on 8,190,000 shares of common stock issued and
outstanding as of June 1, 2010.
The shares are owned by Sunset Group, which is controlled by
Mr. Ryan
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. Changes in Control On September 9, 2010, we signed a Stock Purchase Agreement, and
related documents, in which we purchased all of the stock and limited
partnership interests owned by The Good One, Inc..  While management of the
Company will not change as a result of this acquisition, it may be treated as a
reverse capitalization for financial reporting purposes. .  Please see
Item 1. Business above for more information regarding this transaction. Item 13. Certain
Relationships and Related Transactions, and Director Independence Transactions with related persons Other than as disclosed below and elsewhere, there has been no
transaction, since the beginning of the year ended May 31, 2009, or currently
proposed transaction, in which we were or are to be a participant and the amount
involved exceeds the lesser of $120,000 or one percent of
the average of our total assets at year end for the last two completed fiscal
years, and in which any of the following persons had or will have a direct or
indirect material interest. (i)
any director or executive officer of our company;(ii)
any beneficial owner of shares carrying more than 5% of the
voting rights attached to our outstanding shares of common stock;
and(iii)
any member of the immediate family (including spouse,
parents, children, siblings and in-laws) of any of the foregoing
persons.  F-22       As at May 31, 2009, 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 $3,781 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 $6,315. These debts were obligations of Here Network Corp. and ceased
to be obligations of the Company upon the split-off of Here Network Corp. on
March 9, 2010. Also Mr. Williams provided management services and office premises
to us at no charge until March 9, 2010.  The donated services are valued at
$2,000 per month and office premises are valued at $250 per month.  During
the year ended May 31, 2009, $20,000 (2008 - $24,000) in donated services and
$2,500 (2008 - $3,000) in donated rent were charged to operations and recorded
as donated capital. Mark Ryun received $20,000 in management fees for April and May,
2010, and donated rent for April and May, 2010 in the amount of $500.
 Michael Moore received $5,000 in management fees for April and May, 2010. Director Independence We currently act with one director, Mark K. Ryun.  As Mr.
Ryun is our President, he is not an independent director as the term is used
in NASDAQ rule 5605(a)(2). Item 14. Principal
Accounting Fees and Services.  Audit Fees:
All fees billed for each of the last two fiscal years for professional services
rendered by the principal accountant for the audit of the registrant's annual
financial statements and the review of financial statements included in the
registrant's Form 10-Q or services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for those
fiscal years.  2009: $15,300 2010 $25,000  Audit-Related
Fees: All fees billed in each of the last two fiscal years for assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit or review of the registrant's financial statements and
are not reported under Item 9(e)(f1) of Schedule 14A.  2009: $
0 2010: $0  Tax Fees: The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning:  2009: $
0 Nature
of Services: 2010: $
0 Nature
of Services  All Other
Fees:  2009: $
0 2010: $
0  F-23     PART
IV  Item 15. Exhibits,
Financial Statement Schedules.  ExhibitNumber
Description3.1
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)10.5
Promissory Note dated
October 8, 2008 issued by our company to Mountain Equity Ltd. in the
amount of $30,000 (incorporated by reference from our quarterly report on
Form 10-Q filed on January 14, 2009)10.6
Promissory Note dated April
8, 2009 issued by our company to Minerco Resources, Inc. in the amount of
$10,000 (incorporated by reference from our annual report on Form 10-K
filed on August 31, 2009)10.7
Memorandum of Understanding
between Magnolia Solar, Inc. and certain significant shareholders of our
company and our company dated May 15, 2009 (incorporated by reference from
our annual report on Form 10-K filed on August 31, 2009)21
Subsidiary of Here
Enterprises, Inc.: Here Network Corp., a British Columbia
Corporation31*
Section
302 Certification of Simon Au32*
Section
906 Certification of Simon Au (1) * Filed
herewith.  F-24     SIGNATURES  Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.  HERE
ENTERPRISES, INC.   By: /s/
Mark K.
Ryun Mark
K. Ryun Principal
Executive Officer, President, Principal
Accounting Officer    By: /s/
Michael T. Moore_________ Michael
T. Moore, CFO   Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following person on behalf of the registrant and in the capacities
and on the date indicated.    /s/ Mark K.
Ryun__________________ Mark
K. Ryun, Director, President,Treasurer, Principal Accounting Officer    F-25