---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

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

For the quarterly period ended August 31, 2008

[   ] 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 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. (Check one):

|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
[   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common equity as of the latest practicable date: As
of October 14, 2008, there were 8,190,000shares of common stock,
par value $0.001, outstanding.

---

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, 2008 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, 2008







|                                                     | 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  

---

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

|                                                           |  | August 31,  |   |  | May 31,  |  
|---------------------------------------------------------- |  | ----------- | - |  | -------- | -
|                                                           |  | 2008        |   |  | 2008     |  
|                                                           |  | $           |   |  | $        |  
|                                                           |  | (unaudited) |   |  |          |  
|Current Assets                                             |  |             |   |  |          |  
|Cash                                                       |  | 5,504       |   |  | 9,628    |  
|Accounts receivable                                        |  | 2,299       |   |  | 2,115    |  
|Prepaid expenses                                           |  | -           |   |  | -        |  
|Total Current Assets                                       |  | 7,803       |   |  | 11,743   |  
|Property and equipment (Note 3)                            |  | 2,131       |   |  | 2,565    |  
|Website (Note 4)                                           |  | 10,039      |   |  | 12,042   |  
|Total Assets                                               |  | 19,973      |   |  | 26,350   |  
|                                                           |  |             |   |  |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)             |  |             |   |  |          |  
|Current Liabilities                                        |  |             |   |  |          |  
|Accounts payable                                           |  | 2,360       |   |  | 2,897    |  
|Accrued liabilities                                        |  | 8,098       |   |  |         |  
|Due
      to related parties (Note 5(a))                   |  | 10,353      |   |  | 12,938   |  
|Total Current Liabilities                                  |  | 20,811      |   |  | 15,835   |  
|Nature of Operations and Continuance of Business (Note 1)  |  |             |   |  |          |  
|Stockholders Equity (Deficit)                             |  |             |   |  |          |  
|Common stock                                               |  |             |   |  |          |  
|Authorized:
      75,000,000 shares, par value $0.001      |  |             |   |  |          |  
|Issued and outstanding:
      8,190,000 shares             |  | 8,190       |   |  | 8,190    |  
|Additional paid-in capital                                 |  | 72,810      |   |  | 72,810   |  
|Donated capital (Note 5(b))                                |  | 46,125      |   |  | 39,375   |  
|Accumulated other
      comprehensive income               |  | 76          |   |  | 420      |  
|Deficit accumulated during the development stage           |  | (128,039    | ) |  | (110,280 | )
|Total Stockholders Equity (Deficit)                       |  | (838        | ) |  | 10,515   |  
|Total Liabilities
      and Stockholders Equity (Deficit) |  | 19,973      |   |  | 26,350   |  

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

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, |  
|                                                              |  | 2008                |   |  | 2008       |   |  | 2007       |  
|                                                              |  | $                   |   |  | $          |   |  | $          |  
|                                                              |  |                     |   |  |            |   |  |            |  
|Revenue                                                       |  | 14,961              |   |  | 1,694      |   |  | 2,622      |  
|                                                              |  |                     |   |  |            |   |  |            |  
|Operating Expenses                                            |  |                     |   |  |            |   |  |            |  
|                                                              |  |                     |   |  |            |   |  |            |  
|Amortization                                                  |  | 7,449               |   |  | 1,656      |   |  | 886        |  
|General and administrative (Note 5(b))                        |  | 135,551             |   |  | 17,797     |   |  | 28,489     |  
|                                                              |  |                     |   |  |            |   |  |            |  
|Total Operating Expenses                                      |  | 143,000             |   |  | 19,453     |   |  | 29,375     |  
|                                                              |  |                     |   |  |            |   |  |            |  
|Net Loss                                                      |  | (128,039            | ) |  | (17,759    | ) |  | (26,753    | )
|                                                              |  |                     |   |  |            |   |  |            |  
|Other Comprehensive Income (Loss)                             |  |                     |   |  |            |   |  |            |  
|                                                              |  |                     |   |  |            |   |  |            |  
|Foreign currency translation adjustments                      |  | 76                  |   |  | (344       | ) |  | 52         |  
|                                                              |  |                     |   |  |            |   |  |            |  
|Comprehensive Loss                                            |  | (127,963            | ) |  | (18,103    | ) |  | (26,701    | )
|                                                              |  |                     |   |  |            |   |  |            |  
|Net Loss Per Share
       Basic and Diluted                  |  |                     |   |  |           |   |  |           |  
|                                                              |  |                     |   |  |            |   |  |            |  
|Weighted Average
      Shares Outstanding  Basic and Diluted |  |                     |   |  | 8,190,000  |   |  | 8,190,000  |  

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

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, |  
|                                                            |  | 2008       |   |  | 2007       |  
|                                                            |  | $          |   |  | $          |  
|                                                            |  |            |   |  |            |  
|Operating Activities                                        |  |            |   |  |            |  
|                                                            |  |            |   |  |            |  
|Net loss for the period                                     |  | (17,759    | ) |  | (26,753    | )
|                                                            |  |            |   |  |            |  
|Adjustments to reconcile net
      loss to net cash used in |  |            |   |  |            |  
|operating activities:                                       |  |            |   |  |            |  
|                                                            |  |            |   |  |            |  
|Amortization                                                |  | 1,656      |   |  | 886        |  
|Donated services
      and rent                             |  | 6,750      |   |  | 6,750      |  
|                                                            |  |            |   |  |            |  
|Changes in operating assets
      and liabilities:          |  |            |   |  |            |  
|                                                            |  |            |   |  |            |  
|Accounts
      receivable                                   |  | (184       | ) |  | (983       | )
|Prepaid expenses                                            |  |           |   |  | 2,500      |  
|Accounts payable                                            |  | (537       | ) |  |           |  
|Accrued liabilities                                         |  | 8,098      |   |  | 5,625      |  
|Due to related parties                                      |  | (2,585     | ) |  | 162        |  
|                                                            |  |            |   |  |            |  
|Net Cash Used In Operating Activities                       |  | (4,561     | ) |  | (11,813    | )
|                                                            |  |            |   |  |            |  
|Investing Activities                                        |  |            |   |  |            |  
|                                                            |  |            |   |  |            |  
|Website development costs                                   |  |           |   |  | (994       | )
|                                                            |  |            |   |  |            |  
|Net Cash Used in Investing Activities                       |  |           |   |  | (994       | )
|                                                            |  |            |   |  |            |  
|Effect of Exchange Rate Changes on Cash                     |  | 437        |   |  | (69        | )
|                                                            |  |            |   |  |            |  
|Change in Cash                                              |  | (4,124     | ) |  | (12,876    | )
|                                                            |  |            |   |  |            |  
|Cash, Beginning of Period                                   |  | 9,628      |   |  | 79,647     |  
|                                                            |  |            |   |  |            |  
|Cash, End of Period                                         |  | 5,504      |   |  | 66,771     |  
|                                                            |  |            |   |  |            |  
|Supplemental Disclosures                                    |  |            |   |  |            |  
|                                                            |  |            |   |  |            |  
|Interest paid                                               |  |           |   |  |           |  
|Income taxes paid                                           |  |           |   |  |           |  

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

F-3

---

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, 2008, the Company has generated minimal
      revenue, has a working capital deficit of $13,008, and has incurred losses
      from operations of $128,039 since inception. The continuation of the
      Company as a going concern is dependent upon the continued financial
      support from its shareholders, the ability of the Company to obtain
      necessary equity financing to continue operations, and the attainment of
      profitable operations. These factors raise substantial doubt regarding the
      Companys ability to continue as a going concern. These consolidated
      financial statements do not include any adjustments to the recoverability
      and classification of recorded asset amounts and classification of
      liabilities that might be necessary should the Company be unable to
      continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company intends to fund operations through revenue
      and equity financing arrangements, which may be insufficient to fund its
      capital expenditures, working capital and other cash requirements for the
      year ending May 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | Summary of Significant Accounting
      Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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

F4

---

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)                                                          
|   |                                                             
|   |                                                             

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


| | f) | Website                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | The Company recognizes the costs associated with
      developing a website in accordance with the American Institute of
      Certified Public Accountants Statement of Position No. 98-1, Accounting
      for the Costs of Computer Software Developed or Obtained for Internal
      Use. Relating to website development costs the Company follows the
      guidance pursuant to the Emerging Issues Task Force No. 00-2, Accounting
      for Website Development Costs.                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | The Company acquired its website from a third party. The
      Company is capitalizing costs of computer software obtained for internal
      use in web design and network operations. These capitalized costs will be
      amortized based on their estimated useful life over three years. Payroll
      and related costs will not be capitalized, as the amounts principally
      relate to maintenance. Internal costs related to the development of
      website content will be expensed as incurred.                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | g) | Long-lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | In accordance with SFAS No. 144, Accounting for the
      Impairment or Disposal of Long-Lived Assets, the carrying values of
      intangible assets and other long-lived assets are reviewed on a regular
      basis for the existence of facts or circumstances that may suggest
      impairment. The Company recognizes impairment when the sum of the expected
      undiscounted future cash flows is less than the carrying amount of the
      asset. Impairment losses, if any, are measured as the excess of the
      carrying amount of the asset over its estimated fair value.                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | h) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | The functional currency of the Subsidiary is the Canadian
      dollar. The financial statements of the Subsidiary are translated to
      United States dollars under the current rate method in accordance with
      SFAS No. 52 Foreign Currency Translation. Under the current rate method,
      all assets and liabilities are translated at the rates of exchange in
      effect at the balance sheet date and revenues and expenses are translated
      at the average rates of exchange during the year. The effect of this
      translation is recorded in a separate component of stockholders equity. A
      cumulative translation adjustment of $76 as of August 31, 2008 has been
      included in accumulated other comprehensive income in the accompanying
      consolidated balance sheet.

F5

---

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)
|-- | ------------------------------------------------------------
|   |                                                             
|   | h)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | i)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | j)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | k)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | l)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | m)                                                          
|   |                                                             
|   |                                                             

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)
|-- | ------------------------------------------------------------

| | m) | Recent Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | In May 2008, the FASB issued SFAS No. 162, The hierarchy
      of Generally Accepted Accounting Principles. SFAS No. 162 Identifies the
      sources of accounting principles and the framework for selecting the
      principles to be used in the preparation of financial statements of
      nongovernmental entities that are presented in conformity with generally
      accepted accounting principles in the United States. It is effective 60
      days following the SECs approval of the Public Company Accounting
      Oversight Board amendments to AU Section 411, The Meaning of Present
      Fairly in Conformity With Generally Accepted Accounting Principles. The
      adoption of this statement is not expected to have a material effect on
      the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | In March 2008, the FASB issued SFAS No. 161, Disclosures
      about Derivative Instruments and Hedging Activities  an amendment to FASB
      Statement No. 133. SFAS No. 161 is intended to improve financial
      standards for derivative instruments and hedging activities by requiring
      enhanced disclosures to enable investors to better understand their
      effects on an entity's financial position, financial performance, and cash
      flows. Entities are required to provide enhanced disclosures about: (a)
      how and why an entity uses derivative instruments; (b) how derivative
      instruments and related hedged items are accounted for under Statement 133
      and its related interpretations; and (c) how derivative instruments and
      related hedged items affect an entitys financial position, financial
      performance, and cash flows. It is effective for financial statements
      issued for fiscal years beginning after November 15, 2008, with early
      adoption encouraged. The adoption of this statement is not expected to
      have a material effect on the Company's financial statements.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | In December 2007, the FASB issued SFAS No. 141 (revised
      2007), Business Combinations. SFAS No. 141 (revised 2007) establishes
      principles and requirements for how the acquirer of a business recognizes
      and measures in its financial statements the identifiable assets acquired,
      the liabilities assumed, and any noncontrolling interest in the acquiree.
      SFAS No. 141 (revised 2007) also provides guidance for recognizing and
      measuring the goodwill acquired in the business combination and determines
      what information to disclose to enable users of the financial statements
      to evaluate the nature and financial effects of the business combination.
      SFAS No. 141 (revised 2007) will become effective for the fiscal year
      beginning after December 15, 2008. The adoption of this statement is not
      expected to have a material effect on the Companys financial
      statements.                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | In December 2007, the FASB issued SFAS No. 160
      Noncontrolling Interests in Consolidated Financial Statements  an
      amendment of ARB NO. 51. SFAS No. 160 establishes accounting and
      reporting standards for the noncontrolling interest in a subsidiary and
      for the deconsolidation of a subsidiary. SFAS No. 160 will become
      effective for the fiscal year beginning after December 15, 2008. The
      adoption of this statement is not expected to have a material effect on
      the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | In February 2007, the FASB issued SFAS No. 159, The Fair
      Value Option for Financial Assets and Financial Liabilities  Including an
      Amendment of FASB Statement No. 115. This statement permits entities to
      choose to measure many financial instruments and certain other items at
      fair value. Most of the provisions of SFAS No. 159 apply only to entities
      that elect the fair value option. However, the amendment to SFAS No. 115
      Accounting for Certain Investments in Debt and Equity Securities applies
      to all entities with available- for-sale and trading securities. SFAS No.
      159 is effective as of the beginning of an entitys first fiscal year that
      begins after November 15, 2007. Early adoption is permitted as of the
      beginning of a fiscal year that begins on or before November 15, 2007,
      provided the entity also elects to apply the provision of SFAS No. 157,
      Fair Value Measurements. The adoption of this statement did not have a
      material effect on the Company's financial statements.                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | In September 2006, the FASB issued SFAS No. 157, Fair
      Value Measurements. The objective of SFAS No. 157 is to increase
      consistency and comparability in fair value measurements and to expand
      disclosures about fair value measurements. SFAS No. 157 defines fair
      value, establishes a framework for measuring fair value in generally
      accepted accounting principles, and expands disclosures about fair value
      measurements. SFAS No. 157 applies under other accounting pronouncements
      that require or permit fair value measurements and does not require any
      new fair value measurements. The provisions of SFAS No. 157 are effective
      for fair value measurements made in fiscal years beginning after November
      15, 2007. The adoption of this statement did not expected have a material
      effect on the Company's financial statements.                                                                                                                                                                                                                                                         

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)
|-- | ------------------------------------------------------------
|   |                                                             
|   | m)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|3. | Property and Equipment                                      

| |                               |  |       |  |  |                 |  |  |          |  |  | May 31,  | 
| | ----------------------------- |  | ----- |  |  | --------------- |  |  | -------- |  |  | -------- | 
| |                               |  |       |  |  | August 31, 2008 |  |  |          |  |  | 2008     | 
| |                               |  |       |  |  | Accumulated     |  |  | Net Book |  |  | Net Book | 
| |                               |  | Cost  |  |  | Amortization    |  |  | Value    |  |  | Value    | 
| |                               |  | $     |  |  | $               |  |  | $        |  |  | $        | 
| |                               |  |       |  |  |                 |  |  |          |  |  |          | 
| | Computer hardware             |  | 3,122 |  |  | 1,387           |  |  | 1,735    |  |  | 2,116    | 
| | Furniture and
      equipment |  | 541   |  |  | 145             |  |  | 396      |  |  | 449      | 
| |                               |  |       |  |  |                 |  |  |          |  |  |          | 
| |                               |  | 3,663 |  |  | 1,532           |  |  | 2,131    |  |  | 2,565    | 

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

| |                                      |  | August 31, |   |  | May 31, |  
| | ------------------------------------ |  | ---------- | - |  | ------- | -
| |                                      |  | 2008       |   |  | 2008    |  
| |                                      |  | $          |   |  | $       |  
| |                                      |  |            |   |  |         |  
| | Website                              |  | 15,764     |   |  | 16,722  |  
| | Less: Accumulated
      amortization |  | (5,725     | ) |  | (4,680  | )
| |                                      |  |            |   |  |         |  
| | Net Carrying Value                   |  | 10,039     |   |  | 12,042  |  

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

$Remainder of 2009
      
      3,9412010
      
      5,2552011
      
      84310,039


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

F8

---

- 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 as
that term is defined in Section 27A of the United States Securities Act of 1933
and Section 21E of the United States Securities Exchange Act of 1934. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expect, plan, anticipate, believe, estimate, predict,
potential or continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled Risk Factors beginning on page 9 below, that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our 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 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 August 1, 2008, we and Conversational Computing Corporation,
a private Washington state based corporation, signed a letter of intent for our
company to acquire Conversational Computing Corporation through a share
exchange. If the transactions contemplated by the letter of intent are
completed, Conversational Computing Corporation would become our wholly owned
subsidiary. 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 ads. Google Adsense is an advertising solution for web publishers such
as Dine Here. The web publisher agrees to place text ads on their website in
return for a 50-50 split of all revenue derived from the advertising placed on
the website.

Revenue is accrued when visitors click on ads on a pay per
click basis. Google Adsense has a sophisticated, contextual ad serving system
that allows them to target ads on Dine Here to serve only those that relate

---

- 5 -

geographically or match the theme of the website. Advertisers
using Google Adsense generally include local newspapers, phone book companies,
restaurants, other local businesses or anyone else that pays for this marketing
service. The ads are served within the text-based content of the site and can
include up to 3 ads depending on the web page. Google Adsense pays its
publishers by corporate check on a monthly basis at the end of the month, for
the previous month. This is paid in US dollars and delivered by mail.

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 Adsenses. 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 ads 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 March 31, 2009.

Results of Operations

Three Months Summary

Three Months Ended August 31,2008
      
      
      2007Revenue
      $
      1,694
      
      $
      2,622Operating Expenses
      $
      19,453
      
      $
      29,375Net Loss
      $
      (17,759
      )
      $
      (26,753
      )


For the three months ended August 31, 2008, we generated
revenues of $1,694 and incurred operating expenses of $19,453 as compared to
revenues of $2,622 and operating expenses of $29,375 for the three months ended
August 31, 2007. The decrease in revenues was primarily attributable to less
advertising and competition for advertising on the website lowering the
advertising rates paid. The decrease in operating expenses was primarily
attributable to lower auditing and legal fees incurred. As a result, for the
three months ended August 31, 2008, we suffered net loss of $17,759 as compared
to net loss of $26,753 for the three months ended August 31, 2007.

Liquidity and Capital Resources

Working Capital

At August 31,
    
    
    At May 31,2008
    
    
    2008Current assets
    $
    7,803
    
    $
    11,743Current liabilities
    
    20,811
    
    
    15,835Working capital (deficiency)
    $
    (13,008
    )
    $
    (4,092
    )


At August 31, 2008, we had cash of $5,504 and a working capital
deficit of $13,008 as compared to cash of $9,628 and working capital deficit of
$4,092 at May 31, 2008. We have suffered net losses since inception. Our ability
to meet our financial liabilities and commitments is primarily dependent upon
the continued financial support of our director and shareholders, the continued
issuance of equity to new shareholders, and our ability to achieve and maintain
profitable operations.

Management believes that our 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

---

- 6 -

financing. There is no assurance that we will be able to obtain
further funds required for our continued working capital requirements. If we are
not able to obtain additional funds on a timely basis, we will be unable to
conduct our operations as planned. In such event, we will be forced to scale
down or perhaps even cease our operations.

Going Concern

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon the
continued financial support from our shareholders, our ability to obtain
necessary equity financing to continue operations, and achieving a profitable
level of operations. The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
shareholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

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

Off-Balance Sheet Arrangements

As of August 31, 2008, we had no off-balance sheet
arrangements.

Application of Critical Accounting Policies

Our consolidated financial statements and accompanying notes
are prepared in accordance with generally accepted accounting principles used in
the United States. Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by managements application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our consolidated financial statements is critical
to an understanding of our financials.

Website

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

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

Long-lived Assets

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

---

- 7 -

Revenue Recognition

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

Recent Accounting Pronouncements

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

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

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities  an amendment to FASB Statement
No. 133. SFAS No. 161 is intended to improve financial standards for derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity's financial position,
financial performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments; (b)
how derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations; and (c) how derivative
instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years beginning after November 15, 2008, with early adoption
encouraged. The adoption of this statement is not expected to have a material
effect on our financial statements.

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

---

- 8 -

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

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

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

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

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not applicable.

---

- 9 -

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 the design and
operation of our disclosure controls and procedures as of the end of the period
covered by this quarterly report, being August 31, 2008. 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 no absolute, assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources, and the
benefits of a control system must be considered relative to its costs. These
limitations also include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain assumptions
about potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
may not be detected.

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

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934 is accumulated and communicated to management, including
our president, as appropriate, to allow timely decisions regarding required
disclosure.



---

- 10 -

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. 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 $128,039 for the period from November
15, 2006 (date of inception) to August 31, 2008. On August 31, 2008, we had cash
of $5,504. Should we require additional funding, we intend to raise the money
required to fund our operations from the sale of our equity securities; however,
there can be no assurance that we will be able to do so. Because we have
generated minimal revenues and have incurred a loss from operations since our
inception, our independent auditors included an explanatory paragraph in their
report dated September 11, 2008, regarding the substantial doubt about our
ability to continue as a going concern. Our consolidated financial statements
contain additional note disclosures describing the circumstances that lead to
this disclosure by our independent auditors.

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

We have no committed sources of additional capital. For the
foreseeable future, we intend to fund our operations and capital expenditures
from limited cash flow and our cash on hand. If our capital resources are
insufficient, we will have to raise additional funds. We may need additional
funds to continue our operations, pursue business

---

- 11 -

opportunities (such as expansion, acquisitions of complementary
business or the development of new products or services), to react to unforeseen
difficulties or to respond to competitive pressures. There can be no assurance
that any financing arrangements will be available in amounts or on terms
acceptable to us, if at all. Furthermore, the sale of additional equity or
convertible debt securities may result in further dilution to existing
shareholders. If adequate additional funds are not available, we may be required
to delay, reduce the scope of or eliminate material parts of the implementation
of our business strategy, including the possibility of additional acquisitions
or internally developed businesses.

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

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

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

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

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

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

---

- 12 -

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.

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

---

- 13 -

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.

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

---

- 14 -

of the United States, and all or a substantial portion of Mr.
Aus assets are located outside the United States. As a result, it may be
difficult for investors to enforce within the United States any judgments
obtained against us or our sole officer and director, including judgments
predicated upon the civil liability provisions of the securities laws of the
United States or any state thereof. Consequently, you may be effectively
prevented from pursuing remedies under U.S. federal securities laws against us
or our sole officer and director.

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

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

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

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

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

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

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

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

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

---

- 15 -

access services to the Internet. Interruptions, delays or
capacity problems with any points of access between the Internet and our
websites could adversely affect our ability to provide services to users of our
websites. The temporary or permanent loss of all or a portion of our services on
the Internet, the Internet infrastructure generally, or our users ability to
access the Internet, could have a material adverse effect on our business,
results of operations, financial condition and the trading price of our common
stock.

Risks Associated With Our Common Stock

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

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

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

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

Our stock is a penny stock. Trading of our stock may be
restricted by the Securities and Exchange Commissions penny stock regulations
which may limit a shareholders ability to buy and sell our stock.

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

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

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission described above,

---

- 16 -

FINRA has adopted rules that require that in recommending an
investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customers financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. FINRA requirements make it more difficult
for broker-dealers to recommend that their customers buy our common stock, which
may limit your ability to buy and sell our stock and have an adverse effect on
the market for our shares.

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

We are authorized to issue up to 75,000,000 common shares, of
which 8,190,000 are issued and outstanding. Our board of directors has the
authority to cause our company to issue additional shares of common stock
without the consent of any of our shareholders. Consequently, our shareholders
may experience dilution in their ownership of our company in the future.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

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)
|        |                                                                                                                                                                                                                                                                    
|21      | Subsidiary of
      Here Enterprises, Inc.:
                 
      Here Network Corp., a British Columbia Corporation                                                                                                                                             

---

- 17 -

|31* | Section 302 Certification
      of Simon Au
|--- | -------------------------------------------
|    |                                            
|32* | Section 906 Certification
      of Simon Au

* Filed herewith.

---

- 18 -

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)         
Dated: October 15, 2008

---