---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

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

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2009

[ ] TRANSITION REPORT PURSUANT TO 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.(Exact name of registrant as specified 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)

(416) 704-0105(Registrants telephone number,
including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

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 website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files)Yes[ ] No[ ]

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 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 [ ]                     | Smaller reporting company [ x ]
|(Do not check if a smaller reporting company) |                                

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).Yes[ x ] No[ ]

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APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuers
  classes of common stock as of the latest practicable date: 8,190,000 shares
  of common stock outstanding as of October 15, 2009.

Explanatory
  Note

We are filing
  this amendment to amend our quarterly report on Form 10-Q for the quarterly
  period ended August 31, 2009, which was originally filed with the Securities
  and Exchange Commission on October 15, 2009. We are filing this amendment to
  amend the disclosure in Item 4T 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 quarterly report on Form 10-Q for the quarterly
  period ended August 31, 2009.

All other
  information included in our quarterly report on Form 10-Q for the quarterly
  period ended August 31, 2009 has not been amended. Except for the matter described
  above, this amendment does not modify or update disclosures in the originally
  filed quarterly report on Form 10-Q, or reflect events occurring after October
  15, 2009, which is the date of the filing of the originally filed quarterly
  report on Form 10-Q.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management that the interim consolidated
financial statements for the three months ended August 31, 2009 include all
adjustments necessary in order to ensure that the interim consolidated financial
statements are not misleading.

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

---

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

Index

|Consolidated
      Balance Sheets                    | F1
|---------------------------------------------------- | ---
|                                                     |    
|Consolidated
      Statements of Operations          | F2
|                                                     |    
|Consolidated
      Statements of Cash Flows          | F3
|                                                     |    
|Notes
      to the Consolidated Financial Statements | F4

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

|                                                                |  | August 31,  |   |  | May 31,  |  
|--------------------------------------------------------------- |  | ----------- | - |  | -------- | -
|                                                                |  | 2009        |   |  | 2009     |  
|                                                                |  | $           |   |  | $        |  
|                                                                |  | (Unaudited) |   |  |          |  
|Current Assets                                                  |  |             |   |  |          |  
|Cash                                                            |  | 19,894      |   |  | 7,644    |  
|Accounts
      receivable                                       |  | 840         |   |  | 901      |  
|Total Current Assets                                            |  | 20,734      |   |  | 8,545    |  
|Property and equipment (Note 3)                                 |  | 952         |   |  | 1,236    |  
|Website (Note 4)                                                |  | 4,640       |   |  | 5,936    |  
|Total Assets                                                    |  | 26,326      |   |  | 15,717   |  
|                                                                |  |             |   |  |          |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                           |  |             |   |  |          |  
|Current Liabilities                                             |  |             |   |  |          |  
|Accounts payable                                                |  | 12,175      |   |  | 4,670    |  
|Accrued liabilities                                             |  | 8,298       |   |  | 8,071    |  
|Due to related parties (Note 5(a))                              |  | 9,166       |   |  | 10,096   |  
|Short-term loans payable (Note 6)                               |  | 60,000      |   |  | 40,000   |  
|Total Current
      Liabilities                                 |  | 89,639      |   |  | 62,837   |  
|Nature of Operations and Continuance of
      Business (Note 1) |  |             |   |  |          |  
|Stockholders 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))                                     |  | 73,125      |   |  | 66,375   |  
|Accumulated other comprehensive income                          |  | (1,194      | ) |  | (874     | )
|Deficit accumulated during the development stage                |  | (216,244    | ) |  | (193,621 | )
|Total
      Stockholders Deficit                               |  | (63,313     | ) |  | (47,120  | )
|Total Liabilities and Stockholders Deficit                     |  | 26,326      |   |  | 15,717   |  

F-1

---

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

|                                                      |  | Accumulated from    |   |  |            |   |  |            |  
|----------------------------------------------------- |  | ------------------- | - |  | ---------- | - |  | ---------- | -
|                                                      |  | November 15,        |   |  | Three      |   |  | Three      |  
|                                                      |  | 2006                |   |  | Months     |   |  | Months     |  
|                                                      |  | (Date of Inception) |   |  | Ended      |   |  | Ended      |  
|                                                      |  | to August 31,       |   |  | August 31, |   |  | August 31, |  
|                                                      |  | 2009                |   |  | 2009       |   |  | 2008       |  
|                                                      |  | $                   |   |  | $          |   |  | $          |  
|Revenue                                               |  | 19,948              |   |  | 1,122      |   |  | 1,694      |  
|Operating Expenses                                    |  |                     |   |  |            |   |  |            |  
|Amortization                                          |  | 13,202              |   |  | 1,527      |   |  | 1,656      |  
|General and administrative (Note 5(b))                |  | 222,990             |   |  | 22,218     |   |  | 17,797     |  
|Total Operating Expenses                              |  | 236,192             |   |  | 23,745     |   |  | 19,453     |  
|Net Loss                                              |  | (216,244            | ) |  | (22,623    | ) |  | (17,759    | )
|Other Comprehensive Income                            |  |                     |   |  |            |   |  |            |  
|Foreign
      currency translation adjustments        |  | (1,194              | ) |  | (320       | ) |  | (344       | )
|Comprehensive Loss                                    |  | (217,438            | ) |  | (22,943    | ) |  | (18,103    | )
|Net Loss Per Share
       Basic and Diluted          |  |                     |   |  |           |   |  |           |  
|Weighted Average Shares Outstanding  Basic
      and |  |                     |   |  |            |   |  |            |  
|Diluted                                               |  |                     |   |  | 8,190,000  |   |  | 8,190,000  |  

F-2

---

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

|                                                             |  | Three      |   |  | Three      |  
|------------------------------------------------------------ |  | ---------- | - |  | ---------- | -
|                                                             |  | Months     |   |  | Months     |  
|                                                             |  | Ended      |   |  | Ended      |  
|                                                             |  | August 31, |   |  | August 31, |  
|                                                             |  | 2009       |   |  | 2008       |  
|                                                             |  | $          |   |  | $          |  
|Operating Activities                                         |  |            |   |  |            |  
|Net loss for the period                                      |  | (22,623    | ) |  | (17,759    | )
|Adjustments to reconcile
      net loss to net cash provided |  |            |   |  |            |  
|by
      (used in) operating activities:                     |  |            |   |  |            |  
|Amortization                                                 |  | 1,527      |   |  | 1,656      |  
|Donated
      services and rent                              |  | 6,750      |   |  | 6,750      |  
|Changes in operating assets and liabilities:                 |  |            |   |  |            |  
|Accounts
      receivable                                    |  | 61         |   |  | (184       | )
|Accounts payable                                             |  | 7,505      |   |  | (537       | )
|Accrued
      liabilities                                    |  | 227        |   |  | 8,098      |  
|Due to related parties                                       |  | (930       | ) |  | (2,585     | )
|Net Cash Used In Operating Activities                        |  | (7,483     | ) |  | (4,561     | )
|Financing Activities                                         |  |            |   |  |            |  
|Proceeds from loan payable                                   |  | 20,000     |   |  |           |  
|Net Cash Provided
      by Financing Activities              |  | 20,000     |   |  |           |  
|Effect of Exchange Rate Changes on Cash                      |  | (267       | ) |  | 437        |  
|Change in Cash                                               |  | 12,250     |   |  | (4,124     | )
|Cash, Beginning of Period                                    |  | 7,644      |   |  | 9,628      |  
|Cash, End of
      Period                                    |  | 19,894     |   |  | 5,504      |  
|Non-cash Investing and Financing Activities                  |  |            |   |  |            |  
|Supplemental Disclosures                                     |  |            |   |  |            |  
|Interest paid                                                |  |           |   |  |           |  
|Income taxes
      paid                                      |  |           |   |  |           |  

F-3

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

|1. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Here Enterprises, Inc. (the Company) was incorporated in the state
      of Nevada on November 15, 2006. On December 12, 2006, the Company
      incorporated Here Network Corp. (the Subsidiary), a company incorporated
      in the province of British Columbia, Canada. On December 12, 2006, the
      Subsidiary acquired a website www.dinehere.ca which provides restaurant
      listings and reviews to a broad spectrum of Internet visitors. The Company
      derives advertising revenue from this website. The Company is a
      development stage company as defined by Statement of Financial Accounting
      Standard (SFAS) No. 7, Accounting and Reporting for Enterprises in the
      Development Stage.                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | These consolidated financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. As
      of August 31, 2009, the Company has generated minimal revenue, has a
      working capital deficit of $68,905, and has incurred losses from
      operations of $216,244 since inception. The continuation of the Company as
      a going concern is dependent upon the continued financial support from its
      directors, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| | a) | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | These consolidated financial statements and notes are presented in
      accordance with accounting principles generally accepted in the United
      States. These consolidated financial statements include the accounts of
      the Company and its wholly-owned Canadian subsidiary, Here Network Corp.
      All significant inter-company transactions and balances have been
      eliminated. The Companys fiscal year end is May 31. The Company has
      evaluated subsequent events through to October 8, 2009, being the date the
      financial statements were available to be issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 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4

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

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

Property and equipment are recorded at
  cost. Amortization has been provided using the following rates and methods:

| | Computer hardware              | 3 years straight-line
| | ------------------------------ | ---------------------
| | Furniture and office equipment | 5 years straight-line

F5

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

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

F6

---

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

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

F7

---

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

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

F8

---

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

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

| |                               |  |                 |  |  |              |  |  |          |  |  | May 31,  | 
| | ----------------------------- |  | --------------- |  |  | ------------ |  |  | -------- |  |  | -------- | 
| |                               |  | August 31, 2009 |  |  | 2009         | 
| |                               |  |                 |  |  | Accumulated  |  |  | Net Book |  |  | Net Book | 
| |                               |  | Cost            |  |  | Amortization |  |  | Value    |  |  | Value    | 
| |                               |  | $               |  |  | $            |  |  | $        |  |  | $        | 
| |                               |  |                 |  |  |              |  |  |          |  |  |          | 
| | Computer hardware             |  | 3,027           |  |  | 2,355        |  |  | 672      |  |  | 929      | 
| | Furniture and
      equipment |  | 525             |  |  | 245          |  |  | 280      |  |  | 307      | 
| |                               |  |                 |  |  |              |  |  |          |  |  |          | 
| |                               |  | 3,552           |  |  | 2,600        |  |  | 952      |  |  | 1,236    | 

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

| |                                      |  | August 31, |   |  | May 31, |  
| | ------------------------------------ |  | ---------- | - |  | ------- | -
| |                                      |  | 2009       |   |  | 2009    |  
| |                                      |  | $          |   |  | $       |  
| |                                      |  |            |   |  |         |  
| | Website                              |  | 15,288     |   |  | 15,345  |  
| | Less: Accumulated
      amortization |  | (10,648    | ) |  | (9,409  | )
| |                                      |  |            |   |  |         |  
| |                                      |  | 4,640      |   |  | 5,936   |  

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

$Remainder of 2010
      
      3,7972011
      
      8434,6400


|5. | Related Party Transactions                                                                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                 
|   | a)                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                 
|   | b)                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                 
|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.    
|   |                                                                                                                                                                                                                 
|   | On June 26, 2009, the Company issued a promissory note to an
      unrelated company in exchange for $20,000. The promissory note bears no
      interest, is unsecured and has no fixed term for repayment.    

F9

---

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

|7. | 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10

---

- 4 -

Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.

Forward-Looking Statements

This quarterly report contains forward-looking statements.
These forward-looking 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, 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 interim 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 interim consolidated financial statements and the
related notes that appear elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to common
shares refer to the common shares in our capital stock. As used in this
quarterly report, the terms we, us and our refer to Here Enterprises, Inc.
and/or Here Network Corp., a wholly owned subsidiary of Here Enterprises,
Inc.

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, Canada 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.

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

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- 5 -

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.

In June 2009, we entered into a letter agreement with Magnolia,
pursuant to which Magnolia agreed to wire us $20,000, upon the execution of the
letter agreement, which amount was to be utilized by us solely for expenses
related to the completion of the audit of our financial statements for the year
ended May 31, 2009. In addition, upon the consummation of the transactions
contemplated under the memorandum of understanding, $20,000 is to be applied as
a credit against the purchase price for the controlling interest in our company
as contemplated by the memorandum of understanding. If such transactions fail to
close on or before August 31, 2009 or such later date as agreed by Magnolia and
us, through no fault of our company, $20,000 is to be treated as a break up
fee payable to us. If we or our majority shareholders, for any reason, determine
not to proceed with such transactions upon being presented with the definitive
merger agreement, $20,000 is to be immediately due and payable to Magnolia
within 10 days of being presented with the definitive agreement. We expect to
extend the closing date to November 15, 2009.

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

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 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 November 30, 2009.

Results of Operations

The following table summarizes our operating results for the
three months ended August 31, 2009 and August 31, 2008:

Three Months Ended August
      31,2009
    
    
    2008Revenue
    $
    1,122
    
    $
    1,694Operating Expenses
    $
    23,745
    
    $
    19,453Net Loss
    $
    (22,623
    )
    $
    (17,759
  )


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- 6 -

Three Months Ended August 31, 2009 and August 31,
  2008

For the three months ended August 31, 2009, we generated
revenues of $1,122 and incurred operating expenses of $23,745 as compared to
revenues of $1,694 and operating expenses of $19,453 for the three months ended
August 31, 2008. The $572 decrease in revenues was caused primarily by lower
advertising rates from Google Adsense and a decrease in traffic due to increased
competition. The $4,292 increase in operating expenses was primarily
attributable to higher auditing and legal fees incurred. As a result, for the
three months ended August 31, 2009, we suffered net loss of $22,623 as compared
to net loss of $17,759 for the three months ended August 31, 2008.

General and administrative costs were $22,218 for the three
months ended August 31, 2009 as compared to $17,797 for the three months ended
August 31, 2008. The $4,421 increase in general and administrative costs was
primarily attributable to higher auditing and legal fees incurred.

Liquidity and Capital Resources

Working Capital

At August 31,
    
    
    At May 31,2009
    
    
    2009Current assets
    $
    20,734
    
    $
    8,545Current liabilities
    
    89,639
    
    
    62,837Working capital (deficiency)
    $
    (68,905
    )
    $
    (54,292
    )


At August 31, 2009, we had cash of $19,894 and working capital
deficit of $68,905 as compared to cash of $7,644 and working capital deficit of
$54,292 at May 31, 2009. We have suffered a net loss from inception. Our ability
to meet our financial liabilities and commitments is primarily dependent upon
the continued financial support of our director and stockholders, the continued
issuance of equity to new stockholders, and our ability to achieve and maintain
profitable operations.

In June 2009, pursuant to the letter agreement between Magnolia
Solar, Inc. and our company, Magnolia advanced us $20,000. The advance of
$20,000 was to be utilized by us solely for expenses related to the completion
of the audit of our financial statements for the year ended May 31, 2009. In
addition, upon the consummation of the transactions contemplated under the
memorandum of understanding dated May 15, 2009 between Magnolia and our company,
$20,000 is to be applied as a credit against the purchase price for the
controlling interest in our company as contemplated by the memorandum of
understanding. If such transactions fail to close on or before August 31, 2009
or such later date as agreed by Magnolia and us, through no fault of our
company, $20,000 is to be treated as a break up fee payable to us. If we or
our majority shareholders, for any reason, determine not to proceed with such
transactions upon being presented with the definitive merger agreement, $20,000
is to be immediately due and payable to Magnolia within 10 days of being
presented with the definitive agreement. We expect to extend the closing date to
November 15, 2009.

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

Going Concern

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon the
continued financial support from our stockholders, our ability to obtain
necessary equity financing to continue operations, and achieving a profitable
level of operations. The issuance of additional equity

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- 7 -

securities by us could result in a significant dilution in the
equity interests of our current stockholders. Obtaining commercial loans,
assuming those loans would be available, will increase our liabilities and
future cash commitments.

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 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not applicable.

Item 4T. 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 quarterly
report, being August 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 quarterly report. There have been
  no changes in our internal control over financing reporting that occurred during
  the period covered by this quarterly report that have materially affected, or
  are reasonably likely to materially affect our internal control over financial
  reporting.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our 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.

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- 8 -

PART II - OTHER INFORMATION

Item 1. 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 1A. Risk Factors

In addition to other information in this quarterly 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 $216,244 for the period from November
15, 2006 (date of inception) to August 31, 2009. On August 31, 2009, we had cash
of $19,894. Should we require additional funding, we intend to raise the money
required to fund our operations from the sale of our equity or debt securities;
however, there can be no assurance that we will be able to do so. Because we
have generated minimal revenues and have incurred a loss from operations since
our inception, our independent auditors included an explanatory paragraph in
their report dated August 4, 2009, regarding the substantial doubt about our
ability to continue as a going concern. Our consolidated financial

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- 9 -

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 stockholders. 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 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

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- 10 -

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 stockholder 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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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 shares of our
common stock on the OTC Bulletin Board. As a result, our stockholder may find it
difficult to dispose of, or to obtain accurate quotations of the price of,
shares of our common stock. This severely limits the liquidity of shares of our
common stock and has a material adverse effect on the market price for shares of
our common stock and on our ability to raise additional capital. An active
public market for shares of our common stock may not develop, or if one should
develop, it may not be sustained, and as a result, investors may not be able to
resell shares of our common stock 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 our common stock.

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 stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the Securities and Exchange Commission 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

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affect the ability of broker-dealers to trade our common stock.
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 stockholder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 shares of common stock, our
stockholders may experience dilution.

We are authorized to issue up to 75,000,000 shares of common
stock, 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 stockholders. Consequently, our stockholders
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 2. Unregistered Sales of Equity Securities and Use of
Proceeds.

None.

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Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

In June 2009, we entered into a letter agreement with Magnolia
Solar, Inc., pursuant to which Magnolia agreed to wire us $20,000, upon the
execution of the letter agreement, which amount was to be utilized by us solely
for expenses related to the completion of the audit of our financial statements
for the year ended May 31, 2009. In addition, upon the consummation of the
transactions contemplated under the memorandum of understanding dated May 15,
2009 between Magnolia and our company, $20,000 is to be applied as a credit
against the purchase price for the controlling interest in our company as
contemplated by the memorandum of understanding. If such transactions fail to
close on or before August 31, 2009 or such later date as agreed by Magnolia and
us, through no fault of our company, $20,000 is to be treated as a break up
fee payable to us. If we or our majority shareholders, for any reason, determine
not to proceed with such transactions upon being presented with the definitive
merger agreement, $20,000 is to be immediately due and payable to Magnolia
within 10 days of being presented with the definitive agreement. We expect to
extend the closing date to November 15, 2009.

Item 6. Exhibits.

|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)                                        

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- 16 -

|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)
|     |                                                                                                                                                                                                                                                           
|10.8 | Letter
      Agreement between Magnolia Solar, Inc. and our company (incorporated by
      reference from our quarterly report on Form 10-Q filed on October 15, 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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- 17 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

HERE ENTERPRISES, INC.

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

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