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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K /A
  (Amendment No. 1)

(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, 2009

or

[   ]****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, including area code (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)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
[   ]    No [X]

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 [ 
 ]    No [X]

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 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. Yes
[X]    No [   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T

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(§229.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post
such files). Yes [   ]    No [   ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not 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-K or any amendment to this Form 10-K.
[X]

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 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. $9,065,000 (computed by
reference to the closing price of $3.50 per share on September 8, 2009)

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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 issued and outstanding as of August 27,
2009

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference
  and the Part of the Form 10-K (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) under the Securities Act of 1933. 
  The listed documents should be clearly described for identification purposes
  (e.g., annual report to security holders 
  for fiscal year ended December 24, 1980). Not applicable.

Explanatory
  Note

We are filing
  this amendment to amend our annual report on Form 10-K for the year ended May
  31, 2009, which was originally filed with the Securities and Exchange Commission
  on August 31, 2009. We are filing this amendment to amend the disclosure in
  Item 9A(T) Controls and Procedures to state that our President concluded that
  our disclosure controls and procedures were ineffective as at the end of the
  period covered by our annual report on Form 10-K for the year ended May 31,
  2009.

All other
  information included in our annual report on Form 10-K for the year ended May
  31, 2009 has not been amended. Except for the matter described above, this amendment
  does not modify or update disclosures in the originally filed annual report
  on Form 10-K, or reflect events occurring after August 31, 2009, which is the
  date of the filing of the originally filed annual report on Form 10-K.

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This annual report contains forward-looking statements. 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 8 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.

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.

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 were
completed, Conversational Computing Corporation would have become our wholly
owned subsidiary. This letter of intent expired and we are not pursuing these
transactions.

On May 15, 2009, we, 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 will
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 is contemplated to be raised by Midtown
Partners as part of its $1,500,000 bridge funding.

The parties agreed to use their best efforts to negotiate in
good faith the definitive agreement, which is contemplated to contain, among
other things, the following provisions: (i) at the closing, Magnolia will own a
majority of the fully diluted shares of our common stock, with the understanding
that post-bridge funding, Magnolia will hold approximately 85% of the issued and
outstanding shares on a fully diluted basis. The certain significant
shareholders of our company will sell their shares as part of this transaction
and new shares will be issued from authorized, leaving a total post-transaction
capitalization to be finalized between the parties, in good faith, in the
definitive agreement; (ii) we will eliminate all liabilities from our balance
sheet and have no ongoing operations as of the closing date; (iii) we will
deliver to Magnolia fiscal years 2007 and 2008 audits by an accounting firm
accredited with the PCAOB and a member of the SEC practice section; (iv) we will
deliver to Magnolia certified transfer sheets

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(or make same available through the transfer agent) as well as
all corporate books and records and support documents for the audits; and (v)
all officers and employees will resign from our company in all current
capacities, with no further compensation due under their existing employment
agreement.

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 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.

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;

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- 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.

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 August 31, 2009. The useful life of the
new website and software is expected to be 3 years.

Current and Anticipated Sources of Revenue

We currently have one source of revenue that consists of Google
Adsense advertisements. 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

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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.

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.

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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.

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.

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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.

Item 1A. 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 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 and promissory note. 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 $193,621 for the period from November
15, 2006 (date of inception) to May 31, 2009. On May 31, 2009, we had cash of
$7,644. 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,

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our independent auditors included an explanatory paragraph in
their report dated August 4, 2009, 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.

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

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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.

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.

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- 11 -

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 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.

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- 12 -

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.

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.

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- 13 -

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.

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

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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-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.

If we fail to file our required filings with the Securities
and Exchange Commission in an accurate and timely manner, our common stock may
be no longer quoted on the OTC Bulletin Board. If this happens, our stockholders
would have difficulty in reselling any of their shares.

If we fail to file our required filings with the Securities and
Exchange Commission in an accurate and timely manner, the Financial Industry
Regulatory Authority may determine that our common stock is no longer eligible
for quotation on the OTC Bulletin Board and remove our common stock from the OTC
Bulletin Board quotations. If this happens, then market makers would no longer
be able to enter quotations for our common stock through the OTC Bulletin Board
and our stockholders would have difficulty in reselling any of their shares.

A prolonged decline in the price of our common stock could
affect our ability to raise further working capital and adversely impact our
ability to continue operations.

A prolonged decline in the price of our common stock could
reduce liquidity of our common stock and reduce our ability to raise capital.
Because a significant portion of our operations have been and will be financed
through the sale of equity securities, a decline in the price of our common
stock could be especially detrimental to our liquidity and our operations. Such
reductions may force us to reallocate funds from other planned uses and may have
a significant negative effect on our business plan and operations, including our
ability to continue our current operations. If our stock price declines, we can
offer no assurance that we will be able to raise additional capital or generate
funds from operations sufficient to meet our obligations. If we are unable to
raise sufficient capital in the future, we may not be able to have the resources
to continue our normal operations.

The market price for our common stock may also be affected by
our ability to meet or exceed expectations of analysts or investors. Any failure
to meet these expectations, even if minor, may have a material adverse effect on
the market price of our common stock.

Item 1B. Unresolved Staff Comments.

Not applicable.

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- 15 -

Item 2. Properties.

Our executive and head office is located at 2908  30 Harrison
Garden Blvd., Toronto, Ontario M2N 7A9, Canada, which is the located 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 9, 2010 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 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, 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 July 31, 2009, was $1.01 per share.

There are currently 33 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

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- 16 -

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.

Not applicable.

Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations.

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 8.

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. 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.

Sources of Revenue

We currently have one source of revenue that consists of Google
Adsense advertisements. Google Adsense is an advertising solution for web
publishers such as Dine Here. The web publisher agrees to place text
advertisements 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 advertisements on a
pay per click basis. Google Adsense has a sophisticated, contextual
advertisement serving system that allows them to target advertisements 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 advertisements are served within the
text-based content of the site and can include up to three advertisements
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.

We are currently developing a new version of the website for
Dine Here. With the development of the new website, we intend to add a new
source of revenue by offering direct advertising to businesses. The direct
advertising is planned to work differently than Google Adsense. Instead of being
based on performance using a pay per click

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- 17 -

model, the direct advertising is planned to be impression-based and charged on the number of times the advertisements are displayed.

Website

Our 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.
  We retained Wickle Media Corp. of Vancouver, Canada to complete the development
  of the new website for $2,000, to be paid in full upon completion. We expect
  to launch the new website on September 30, 2009.

Results of OperationsYear ended May 31, 2009 to May 31, 2008

The following table summarizes our operating results for the years ended May 31, 2009 and 2008:

|                   |   | Year Ended May 31, |  
|------------------ | - | ------------------ | -
|                   |   | 2009               |  
|Revenue            | $ | 5,559              |  
|Operating Expenses |   | 88,900             |  
|Net Loss           | $ | (83,341            | )

During the year ended May 31, 2009, we generated revenues
  of $5,559 and our operating expenses were $88,900 as compared to revenues
  of $9,749 and operating expenses of $104,595 for the year ended May
  31, 2008. The decrease in revenues was caused by lower advertising rates from
  Google Adsense and a decrease in traffic due to increased competition. The decrease
  in operating expenses was primarily attributable to the cost of becoming a public
  company in the United States that was incurred during the year ended May 31,
  2008.

General and administrative costs were $83,018 for the year ended May 31, 2008 as compared to $99,777 for the year ended May 31, 2008. The decrease in general and administrative costs was primarily attributable to the cost of becoming a
public company in the United States that was incurred during the year ended May 31, 2008.

One of our employees 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, 2009, $24,000 in these donated services and $3,000 in
donated rent were charged to operations as compared to $24,000 in donated services and $3,000 in donated rent for the year ended May 31, 2008.

Liquidity and Capital Resources

Working Capital

|                             |   | At May 31, |   |   | At May 31, |  
|---------------------------- | - | ---------- | - | - | ---------- | -
|                             |   | 2009       |   |   | 2008       |  
|Current assets               | $ | 8,545      |   | $ | 11,743     |  
|Current liabilities          |   | 62,837     |   |   | 15,835     |  
|Working capital (deficiency) | $ | (54,292    | ) | $ | (4,092     | )

As of May 31, 2008, we had cash of $7,644 and a working capital deficit of $54,292 as compared to cash of $9,628 and working capital deficit of $4,092 as of May 31, 2008. 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.

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

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- 18 -

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.

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.

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,
2009, 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.

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- 19 -

Item 8. Financial Statements and Supplementary Data.



---

Here Enterprises, Inc. 
  (A Development Stage Company) 
  May 31, 2009







|                                                               | Index           
|-------------------------------------------------------------- | ----------------
|                                                               |                 
|Report of Independent Registered
      Public Accounting Firm  | F1             
|                                                               |                 
|Consolidated Balance Sheets                                    | F2             
|                                                               |                 
|Consolidated Statement
      of Operations                     | F3             
|                                                               |                 
|Consolidated Statement
      of Stockholders Equity (Deficit) | F4             
|                                                               |                 
|Consolidated Statement
      of Cash Flows                     | F5             
|                                                               |                 
|Notes to the Consolidated
      Financial Statements           | F6 
      F-11

F-1

---



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, 2009 and
  2008 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, 2009. 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, 2009 and
  2008, 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, 2009 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

August 4, 2009

F1

---

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

|                                                      |  | May 31,  |   |  | May 31,  |  
|----------------------------------------------------- |  | -------- | - |  | -------- | -
|                                                      |  | 2009     |   |  | 2008     |  
|                                                      |  | $        |   |  | $        |  
|                                                      |  |          |   |  |          |  
|Current Assets                                        |  |          |   |  |          |  
|                                                      |  |          |   |  |          |  
|Cash                                                  |  | 7,644    |   |  | 9,628    |  
|                                                      |  |          |   |  |          |  
|Accounts receivable                                   |  | 901      |   |  | 2,115    |  
|                                                      |  |          |   |  |          |  
|Total Current Assets                                  |  | 8,545    |   |  | 11,743   |  
|                                                      |  |          |   |  |          |  
|                                                      |  |          |   |  |          |  
|Property and equipment (Note 3)                       |  | 1,236    |   |  | 2,565    |  
|                                                      |  |          |   |  |          |  
|Website (Note 4)                                      |  | 5,936    |   |  | 12,042   |  
|                                                      |  |          |   |  |          |  
|Total Assets                                          |  | 15,717   |   |  | 26,350   |  
|                                                      |  |          |   |  |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)        |  |          |   |  |          |  
|                                                      |  |          |   |  |          |  
|Current Liabilities                                   |  |          |   |  |          |  
|                                                      |  |          |   |  |          |  
|Accounts payable                                      |  | 4,670    |   |  | 2,897    |  
|                                                      |  |          |   |  |          |  
|Accrued liabilities                                   |  | 8,071    |   |  |         |  
|                                                      |  |          |   |  |          |  
|Due to related parties (Note 5(a))                    |  | 10,096   |   |  | 12,938   |  
|                                                      |  |          |   |  |          |  
|Short-term loans payable (Note 6)                     |  | 40,000   |   |  |         |  
|                                                      |  |          |   |  |          |  
|Total Current Liabilities                             |  | 62,837   |   |  | 15,835   |  
|                                                      |  |          |   |  |          |  
|Nature of Operations and Going Concern (Note
      1) |  |          |   |  |          |  
|Commitment (Note 8)                                   |  |          |   |  |          |  
|                                                      |  |          |   |  |          |  
|Stockholders Equity (Deficit)                        |  |          |   |  |          |  
|                                                      |  |          |   |  |          |  
|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))                           |  | 66,375   |   |  | 39,375   |  
|                                                      |  |          |   |  |          |  
|Accumulated other comprehensive
      income (loss)   |  | (874     | ) |  | 420      |  
|                                                      |  |          |   |  |          |  
|Deficit accumulated during the development stage      |  | (193,621 | ) |  | (110,280 | )
|                                                      |  |          |   |  |          |  
|Total Stockholders Equity (Deficit)                  |  | (47,120  | ) |  | 10,515   |  
|                                                      |  |          |   |  |          |  
|Total Liabilities and Stockholders Equity (Deficit)  |  | 15,717   |   |  | 26,350   |  

(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     |   |  | Year      |   |  | Year      |  
|                                                              |  | Inception)   |   |  | Ended     |   |  | Ended     |  
|                                                              |  | to May 31,   |   |  | May 31,   |   |  | May 31,   |  
|                                                              |  | 2009         |   |  | 2009      |   |  | 2008      |  
|                                                              |  | $            |   |  | $         |   |  | $         |  
|                                                              |  |              |   |  |           |   |  |           |  
|Revenue                                                       |  | 18,826       |   |  | 5,559     |   |  | 9,749     |  
|                                                              |  |              |   |  |           |   |  |           |  
|Operating Expenses                                            |  |              |   |  |           |   |  |           |  
|                                                              |  |              |   |  |           |   |  |           |  
|Amortization                                                  |  | 11,675       |   |  | 5,882     |   |  | 4,818     |  
|General
      and administrative (Note 5(b))                  |  | 200,772      |   |  | 83,018    |   |  | 99,777    |  
|                                                              |  |              |   |  |           |   |  |           |  
|Total Operating Expenses                                      |  | 212,447      |   |  | 88,900    |   |  | 104,595   |  
|                                                              |  |              |   |  |           |   |  |           |  
|Net Loss                                                      |  | (193,621     | ) |  | (83,341   | ) |  | (94,846   | )
|                                                              |  |              |   |  |           |   |  |           |  
|Other Comprehensive Income                                    |  |              |   |  |           |   |  |           |  
|                                                              |  |              |   |  |           |   |  |           |  
|Foreign
      currency translation adjustments                |  | (874         | ) |  | (1,294    | ) |  | 90        |  
|                                                              |  |              |   |  |           |   |  |           |  
|Comprehensive Loss                                            |  | (194,495     | ) |  | (84,635   | ) |  | (94,756   | )
|                                                              |  |              |   |  |           |   |  |           |  
|Net Loss Per Share
       Basic and Diluted                  |  |              |   |  | (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 November 15, 2006 (Date of Inception) to May 31, 2009 
  (expressed in U.S. dollars)

|                                 |  | Common Stock |  |  |        |  |  |            |  |  |         |  |  |               |   |  |             |  
|-------------------------------- |  | ------------ |  |  | ------ |  |  | ---------- |  |  | ------- |  |  | ------------- | - |  | ----------- | -
|                                 |  |              |  |  |        |  |  |            |  |  |         |  |  |               |   |  | Deficit     |  
|                                 |  |              |  |  |        |  |  |            |  |  |         |  |  | Accumulated   |   |  | Accumulated |  
|                                 |  |              |  |  |        |  |  | Additional |  |  |         |  |  | Other         |   |  | During the  |  
|                                 |  |              |  |  |        |  |  | Paid-in    |  |  | Donated |  |  | Comprehensive |   |  | Development |  
|                                 |  | Shares       |  |  | Amount |  |  | Capital    |  |  | Capital |  |  | Income (Loss) |   |  | Stage       |  
|                                 |  | #            |  |  | $      |  |  | $          |  |  | $       |  |  | $             |   |  | $           |  
|Balance, November 15, 2006       |  |              |  |  |        |  |  |            |  |  |         |  |  |               |   |  |             |  
|(date of inception)              |  |             |  |  |       |  |  |           |  |  |        |  |  |              |   |  |            |  
|Common stock issued for cash at  |  |              |  |  |        |  |  |            |  |  |         |  |  |               |   |  |             |  
|$0.001 per share, November 15,   |  |              |  |  |        |  |  |            |  |  |         |  |  |               |   |  |             |  
|2006                             |  | 100,000      |  |  | 100    |  |  |           |  |  |        |  |  |              |   |  |            |  
|Common stock issued for cash at  |  |              |  |  |        |  |  |            |  |  |         |  |  |               |   |  |             |  
|$0.001 per share, March 15, 2007 |  | 5,500,000    |  |  | 5,500  |  |  | 49,500     |  |  |        |  |  |              |   |  |            |  
|Common stock issued for cash at  |  |              |  |  |        |  |  |            |  |  |         |  |  |               |   |  |             |  
|$0.001 per share, April 15, 2007 |  | 2,590,000    |  |  | 2,590  |  |  | 23,310     |  |  |        |  |  |              |   |  |            |  
|Donated services and rent        |  |             |  |  |       |  |  |           |  |  | 12,375  |  |  |              |   |  |            |  
|Foreign currency translation     |  |             |  |  |       |  |  |           |  |  |        |  |  | 330           |   |  |            |  
|Net loss for the
      period    |  |             |  |  |       |  |  |           |  |  |        |  |  |              |   |  | (15,434     | )
|Balance, May 31, 2007            |  | 8,190,000    |  |  | 8,190  |  |  | 72,810     |  |  | 12,375  |  |  | 330           |   |  | (15,434     | )
|                                 |  |              |  |  |        |  |  |            |  |  |         |  |  |               |   |  |             |  
|Donated services and rent        |  |             |  |  |       |  |  |           |  |  | 27,000  |  |  |              |   |  |            |  
|Foreign currency translation     |  |             |  |  |       |  |  |           |  |  |        |  |  | 90            |   |  |            |  
|Net loss for the period          |  |             |  |  |       |  |  |           |  |  |        |  |  |              |   |  | (94,846     | )
|Balance, May 31, 2008            |  | 8,190,000    |  |  | 8,190  |  |  | 72,810     |  |  | 39,375  |  |  | 420           |   |  | (110,280    | )
|                                 |  |              |  |  |        |  |  |            |  |  |         |  |  |               |   |  |             |  
|Donated services and rent        |  |             |  |  |       |  |  |           |  |  | 27,000  |  |  |              |   |  |            |  
|Foreign currency translation     |  |             |  |  |       |  |  |           |  |  |        |  |  | (1,294        | ) |  |            |  
|Net loss for the
      period    |  |             |  |  |       |  |  |           |  |  |        |  |  |              |   |  | (83,341     | )
|Balance, May 31, 2009            |  | 8,190,000    |  |  | 8,190  |  |  | 72,810     |  |  | 66,375  |  |  | (874          | ) |  | (193,621    | )

(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                |   |  | Year        |   |  | Year        |  
|                                                           |  | (Date of Inception) |   |  | Ended       |   |  | Ended       |  
|                                                           |  | to May 31, 2009     |   |  | May 31,2009 |   |  | May 31,2008 |  
|                                                           |  | $                   |   |  | $           |   |  | $           |  
|Operating Activities                                       |  |                     |   |  |             |   |  |             |  
|Net loss for the period                                    |  | (193,621            | ) |  | (83,341     | ) |  | (94,846     | )
|Adjustments
      to reconcile net loss to net cash        |  |                     |   |  |             |   |  |             |  
|provided by (used in) operating activities:                |  |                     |   |  |             |   |  |             |  
|Amortization                                               |  | 11,675              |   |  | 5,882       |   |  | 4,818       |  
|Donated services and rent                                  |  | 66,375              |   |  | 27,000      |   |  | 27,000      |  
|Changes in operating assets and
      liabilities:         |  |                     |   |  |             |   |  |             |  
|Accounts receivable                                        |  | (901                | ) |  | 1,214       |   |  | (1,274      | )
|Prepaid expenses                                           |  |                    |   |  |            |   |  | 2,500       |  
|Accounts payable                                           |  | 4,670               |   |  | 1,773       |   |  | 2,897       |  
|Accrued liabilities                                        |  | 8,071               |   |  | 8,071       |   |  | (2,504      | )
|Due to related parties                                     |  | 1,495               |   |  | (2,842      | ) |  | 446         |  
|Net Cash Provided By (Used In) Operating Activities        |  | (102,236            | ) |  | (42,243     | ) |  | (60,963     | )
|Investing Activities                                       |  |                     |   |  |             |   |  |             |  
|Website development costs                                  |  | (11,297             | ) |  |            |   |  | (9,194      | )
|Net Cash Used in Investing
      Activities                |  | (11,297             | ) |  |            |   |  | (9,194      | )
|Financing Activities                                       |  |                     |   |  |             |   |  |             |  
|Proceeds from issuance of common stock                     |  | 81,000              |   |  |            |   |  |            |  
|Proceeds from loan payable                                 |  | 40,000              |   |  | 40,000      |   |  |            |  
|Net Cash Provided
      by Financing Activities            |  | 121,000             |   |  | 40,000      |   |  |            |  
|Effect of Exchange Rate Changes on Cash                    |  | 177                 |   |  | 259         |   |  | 138         |  
|Change in Cash                                             |  | 7,644               |   |  | (1,984      | ) |  | (70,019     | )
|Cash, Beginning of Period                                  |  |                    |   |  | 9,628       |   |  | 79,647      |  
|Cash, End of Period                                        |  | 7,644               |   |  | 7,644       |   |  | 9,628       |  
|Non-cash Investing and Financing Activities                |  |                     |   |  |             |   |  |             |  
|Property and equipment acquired from a related
      party |  | 3,515               |   |  |            |   |  |            |  
|Website acquired from a related party                      |  | 4,330               |   |  |            |   |  |            |  
|Supplemental Disclosures                                   |  |                     |   |  |             |   |  |             |  
|Interest paid                                              |  |                    |   |  |            |   |  |            |  
|Income
      taxes paid                                    |  |                    |   |  |            |   |  |            |  

(The accompanying notes are an integral part of these consolidated
  financial statements)

F5

---

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

|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. (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 its assets and discharge its liabilities in the normal
        course of business. As of May 31, 2009, the Company has generated minimal
        revenue, has a working capital deficit of $54,292, and has incurred losses
        from operations of $193,621 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, 2010. There is no assurance that the Company
        will obtain the necessary financing to complete its objectives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| | 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
  (expressed in U.S. dollars)

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

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 receivable, accounts payable, amounts
  due to related parties and short-term notes payable. Pursuant to SFAS No. 157,
  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.

The Companys operations are in
  Canada and virtually all of its assets and liabilities are giving 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
  and accounts receivable. The Company limits its exposure to credit loss by placing
  its cash with high credit quality financial institutions. The Company does not
  require collateral and establishes an allowance for doubtful accounts based
  on the age of the receivable and the specific identification of receivables
  the Company considers at risk.

For the years ended May 31, 2009 and
  2008, revenue from a single customer represented 100% of total revenue. As at
  May 31, 2009 and 2008, 100% of accounts receivable is with this customer.

| | e) | Property and Equipment                                                                                                    
| | -- | --------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                           
| |    | Property and equipment are recorded at cost. Amortization
        has been provided using the following rates and methods:

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.

F7

---

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

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

F8

---

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

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

F9

---

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

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | n)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|3. | Property and Equipment                                        

| |                         |  |       |  |  |                    |  |  |          |  |  | May 31,  | 
| | ----------------------- |  | ----- |  |  | ------------------ |  |  | -------- |  |  | -------- | 
| |                         |  |       |  |  | May
      31, 2009 |  |  |          |  |  | 2008     | 
| |                         |  |       |  |  | Accumulated        |  |  | Net Book |  |  | Net Book | 
| |                         |  | Cost  |  |  | Amortization       |  |  | Value    |  |  | Value    | 
| |                         |  | $     |  |  | $                  |  |  | $        |  |  | $        | 
| |                         |  |       |  |  |                    |  |  |          |  |  |          | 
| | Computer hardware       |  | 3,038 |  |  | 2,109              |  |  | 929      |  |  | 2,116    | 
| | Furniture and equipment |  | 527   |  |  | 220                |  |  | 307      |  |  | 449      | 
| |                         |  |       |  |  |                    |  |  |          |  |  |          | 
| |                         |  | 3,565 |  |  | 2,329              |  |  | 1,236    |  |  | 2,565    | 

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

May 31,
      
      
      May 31,2009
      
      
      2008$
      
      
      $Website
      
      15,345
      
      
      16,722Less: Accumulated amortization
      
      (9,409
      )
      
      (4,680
      )Net Carrying Value
      
      5,936
      
      
      12,042


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

F10

---

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

|6. | Short-term Loans Payable                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                      
|   | On October 8, 2008, the Company issued a promissory
        note to an unrelated company in exchange for $30,000. The promissory note
        bears interest at 20% per annum, is unsecured and repayable on demand.                                                 
|   |                                                                                                                                                                                                                                                                      
|   | On April 8, 2009, the Company issued a promissory note
        to an unrelated company in exchange for $10,000. The promissory note bears
        no interest, is unsecured and has no fixed term for repayment.                                                     
|   |                                                                                                                                                                                                                                                                      
|7. | Income Taxes                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                      
|   | The Company has incurred net operating losses totalling
        $127,247, which begin to expire in 2027.                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                      
|   | The income tax recovery reported in the statement of
        operations differs from the amount computed by applying the federal income
        tax rate of 35% to net loss before income taxes for the years ended May
        31, 2009 and May 31, 2008 as follows:

| |                                                 |  | 2009    |   |  | 2008    |  
| | ----------------------------------------------- |  | ------- | - |  | ------- | -
| |                                                 |  | $       |   |  | $       |  
| |                                                 |  |         |   |  |         |  
| | Income tax recovery computed at statutory rates |  | 29,170  |   |  | 32,248  |  
| | Permanent differences                           |  | (8,742  | ) |  | (9,180  | )
| | Valuation allowance                             |  | (20,428 | ) |  | (23,068 | )
| |                                                 |  |         |   |  |         |  
| | Income tax recovery                             |  |        |   |  |        |  

Significant components of the Companys
  deferred tax assets and liabilities as at May 31, 2009 and 2008 were as follows:

| |                                   |  | 2009    |   |  | 2008    |  
| | --------------------------------- |  | ------- | - |  | ------- | -
| |                                   |  | $       |   |  | $       |  
| |                                   |  |         |   |  |         |  
| | Deferred tax assets               |  |         |   |  |         |  
| | - Net operating loss carryforward |  | 44,536  |   |  | 24,108  |  
| | -
      Less valuation allowance  |  | (44,536 | ) |  | (24,108 | )
| |                                   |  |         |   |  |         |  
| | Net deferred tax assets           |  |        |   |  |        |  

|8. | Commitment                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On May 15, 2009, the Company signed Memorandum of Understanding
        with Magnolia Solar, Inc. ( Magnolia ) and the Companys
        controlling shareholders to enter into a reverse takeover transaction.
        Under the reverse takeover transaction, Magnolia shall acquire a majority
        interest in the issued and outstanding common stock of the Company from
        the Companys controlling shareholders for $300,000.

F11

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- 20 -

Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.

None.

Item 9A(T). 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, 2009. 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,
2009 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, 2009,
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;

---

- 21 -

- Insufficient segregation of duties in our finance and accounting functions
  due to limited personnel  During the year ended May 31, 2009, 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, 2010:

- 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, 2009 that
have materially affected, or are reasonably likely to materially affect our
internal control over financial reporting.

Item 9B. Other Information.

April 8, 2009 Promissory Note

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.

Memorandum of Understanding with Magnolia Solar, Inc.

On May 15, 2009, we, 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 will
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

---

- 22 -

purchase price of $300,000 is contemplated to be raised by
Midtown Partners as part of its $1,500,000 bridge funding.

The parties agreed to use their best efforts to negotiate in
good faith the definitive agreement, which is contemplated to contain, among
other things, the following provisions: (i) at the closing, Magnolia will own a
majority of the fully diluted shares of our common stock, with the understanding
that post-bridge funding, Magnolia will hold approximately 85% of the issued and
outstanding shares on a fully diluted basis. The certain significant
shareholders of our company will sell their shares as part of this transaction
and new shares will be issued from authorized, leaving a total post-transaction
capitalization to be finalized between the parties, in good faith, in the
definitive agreement; (ii) we will eliminate all liabilities from our balance
sheet and have no ongoing operations as of the closing date; (iii) we will
deliver to Magnolia fiscal years 2007 and 2008 audits by an accounting firm
accredited with the PCAOB and a member of the SEC practice section; (iv) we will
deliver to Magnolia certified transfer sheets (or make same available through
the transfer agent) as well as all corporate books and records and support
documents for the audits; and (v) all officers and employees will resign from
our company in all current capacities, with no further compensation due under
their existing employment agreement.

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

PART III

Item 10. Directors, Executive Officers and Corporate
Governance.

Directors and Executive Officers

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 director
and executive officer, his age, positions held, and duration as such, are as
follows:

Name
    Position Held with our Company
    Age
    Date First Elected or AppointedSimon Au
    President, Secretary, Treasurer and Director
    39
    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

---

- 23 -

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).

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; or
|   |                                                                                                                                                                                                                                                                                                                                
|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, 2009, 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, 2009 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.

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

---

- 24 -

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, 2009 and 2008:

---

- 25 -

SUMMARY
        COMPENSATION TABLEName and Principal Position
      Year
      Salary ($)
      Bonus ($)
      Stock Awards
        ($)
      Option Awards
        ($)
      Non-Equity Incentive
        Plan Compensation ($)
      Nonqualified Deferred
        Compensatio n Earnings ($)
      All Other Compe
        nsation ($)
      Total ($)Simon Au(1)
        President, Secretary, 
        Treasurer and Director
      2009
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilRoger Williams(2)
        Former President, 
        Secretary, Treasurer and 
        Director
      2009 
        2008
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        NilMichael McFadyen(3)
        Former Vice President, 
        Director of Sales and 
        Director
      2009 
        2008
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        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.

(2)          
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.

(3)           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, 2009, 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, 2009. 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.

---

- 26 -

Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

The following table sets forth, as of August 27, 2009, 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 August 27, 2009. 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

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change of control of our
company, except for the memorandum of understanding that we entered into with
certain significant shareholders of our company and Magnolia Solar, Inc. on May
15, 2009. Please see Item 1. Business of Part I and Item 9B. Other
Information of Part II for more information regarding this memorandum of
understanding.

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, 2008, or currently
proposed transaction, in which we were or are to be a participant and the amount

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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.  

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. Our indebtedness to Mr. Williams and Mr. McFadyen is
non-interest bearing, unsecured, and due on demand. The largest amount of
principal outstanding since the beginning of the year ended May 31, 2008 was
$4,059 for Mr. Williams and $8,879 for McFadyen. Since the beginning of the year
ended May 31, 2008, we have not repaid any amount of principal to Mr. Williams
or Mr. McFadyen.

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 year ended May 31,
2009, $24,000 (2008 - $24,000) in donated services and $3,000 (2008 - $3,000) 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 NASDAQ
rule 5605(a)(2).

Item 14. Principal Accounting Fees and Services.

The aggregate fees billed or expected to be billed for the most
recently completed fiscal years ended May 31, 2009 and 2008 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 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, 2009
      May 31, 2008Audit Fees
      $15,300
      $21,360Audit Related Fees
      Nil
      NilTax Fees
      Nil
      NilAll Other Fees
      Nil
      NilTotal
      $15,300
      $21,360


Our board of directors, which acts as our audit committee, has
adopted a policy governing the pre-approval by our board of directors of all
services, audit and non-audit, to be provided to our company by our independent
auditors. Under the policy, our 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
our board of directors must be submitted to our board of directors by our
independent auditors, and our independent auditors must advise our board of
directors

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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.

Our 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.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

|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)                                                                                                     
|        |                                                                                                                                                                                                                                                                          
|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 Corporation                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                          
|31*     | Section
        302 Certification of Simon Au                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                          
|32*     | Section
        906 Certification of Simon Au                                                                                                                                                                                                                            

* Filed herewith.

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- 29 -

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.                                    | 
|--------------------------------------------------------- | 
|                                                          | 
|                                                          | 
|/s/ Simon
      Au                                        | 
|By: Simon Au                                              | 
|President, Secretary, Treasurer and Director              | 
|(Principal Executive Officer, Principal Financial Officer | 
|and Principal Accounting Officer)                         | 
|Date: December
      21, 2009                             | 

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/ Simon
      Au                                        | 
|--------------------------------------------------------- | 
|By: Simon Au                                              | 
|President, Secretary, Treasurer and Director              | 
|(Principal Executive Officer, Principal Financial Officer | 
|and Principal Accounting Officer)                         | 
|Date: December
      21, 2009                             | 

---