---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended February 29, 2008

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT

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.)

927 Kelvin Street, Coquitlam, British Columbia V3J 4W7,
Canada(Address of principal executive offices)

(778) 785-0007(Issuer's telephone
number)

Not Applicable(Former name, former address and former fiscal year, if changed since last
  report)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [   ]   No [X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS

There are 8,190,000 shares of common stock issued and
outstanding as of April 8, 2008.

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

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- 2 -

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management that the interim consolidated
  financial statements for the three months and nine months ended February 29,
  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.

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- 3 -

Here Enterprises, Inc. (A Development Stage Company)
February 29, 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  

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

|                                                                |  | February 29, |   |  | May 31, |  
|--------------------------------------------------------------- |  | ------------ | - |  | ------- | -
|                                                                |  | 2008         |   |  | 2007    |  
|                                                                |  | $            |   |  | $       |  
|                                                                |  | (unaudited)  |   |  |         |  
|                                                                |  |              |   |  |         |  
|Current Assets                                                  |  |              |   |  |         |  
|                                                                |  |              |   |  |         |  
|Cash                                                            |  | 20,050       |   |  | 79,647  |  
|Accounts receivable                                             |  | 1,783        |   |  | 841     |  
|Prepaid expenses                                                |  | -            |   |  | 2,500   |  
|                                                                |  |              |   |  |         |  
|Total Current Assets                                            |  | 21,833       |   |  | 82,988  |  
|                                                                |  |              |   |  |         |  
|Property and equipment (Note 3)                                 |  | 2,918        |   |  | 3,541   |  
|                                                                |  |              |   |  |         |  
|Website (Note 4)                                                |  | 8,089        |   |  | 5,982   |  
|                                                                |  |              |   |  |         |  
|Total Assets                                                    |  | 32,840       |   |  | 92,511  |  
|                                                                |  |              |   |  |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                            |  |              |   |  |         |  
|                                                                |  |              |   |  |         |  
|Current Liabilities                                             |  |              |   |  |         |  
|                                                                |  |              |   |  |         |  
|Accounts payable                                                |  | 1,707        |   |  |        |  
|Accrued liabilities                                             |  | 105          |   |  | 2,504   |  
|Due to related parties (Note 5(a))                              |  | 13,596       |   |  | 11,736  |  
|                                                                |  |              |   |  |         |  
|Total Current Liabilities                                       |  | 15,408       |   |  | 14,240  |  
|                                                                |  |              |   |  |         |  
|Nature of Operations and Continuance of
      Business (Note 1) |  |              |   |  |         |  
|                                                                |  |              |   |  |         |  
|Stockholders Equity                                            |  |              |   |  |         |  
|                                                                |  |              |   |  |         |  
|Common stock                                                    |  |              |   |  |         |  
|Authorized: 75,000,000 shares,
      par value $0.001           |  |              |   |  |         |  
|Issued and
      outstanding: 8,190,000 shares                  |  | 8,190        |   |  | 8,190   |  
|                                                                |  |              |   |  |         |  
|Additional paid-in capital                                      |  | 72,810       |   |  | 72,810  |  
|                                                                |  |              |   |  |         |  
|Donated capital (Note 5(b))                                     |  | 32,625       |   |  | 12,375  |  
|                                                                |  |              |   |  |         |  
|Accumulated other
      comprehensive income                    |  | 606          |   |  | 330     |  
|                                                                |  |              |   |  |         |  
|Deficit accumulated during the development
      stage          |  | (96,799      | ) |  | (15,434 | )
|                                                                |  |              |   |  |         |  
|Total Stockholders Equity                                      |  | 17,432       |   |  | 78,271  |  
|                                                                |  |              |   |  |         |  
|Total Liabilities and Stockholders Equity                      |  | 32,840       |   |  | 92,511  |  

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

F-1

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

Accumulated
    
    
    
    
    
    
    
    
    
    
    
    Period Fromfrom
    
    
    
    
    
    
    
    
    
    
    
    November 15,November 15,
    
    
    
    
    
    
    
    
    
    
    
    20062006
    
    
    
    
    
    
    
    
    
    
    
    (Date of(Date of
    
    
    Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Inception)Inception)
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    to Februaryto February 29,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,
    
    
    28,2008
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007$
    
    
    $
    
    
    $
    
    
    $
    
    
    $Revenue
    
    11,158
    
    
    2,155
    
    
    
    
    
    7,640
    
    
    Operating ExpensesAmortization
    
    4,332
    
    
    1,255
    
    
    342
    
    
    3,357
    
    
    342General and administrative (Note 5(b))
    
    103,625
    
    
    18,842
    
    
    7,417
    
    
    85,648
    
    
    7,417Total Operating
      Expenses
    
    107,957
    
    
    20,097
    
    
    7,759
    
    
    89,005
    
    
    7,759Net Loss
    
    (96,799
    )
    
    (17,942
    )
    
    (7,759
    )
    
    (81,365
    )
    
    (7,759
    )Other Comprehensive Income (Loss)Foreign currency translation adjustments
    
    606
    
    
    (89
    )
    
    
    
    
    276
    
    
    Comprehensive Loss
    
    (96,193
    )
    
    (18,031
    )
    
    (7,759
    )
    
    (81,089
    )
    
    (7,759
    )Net Loss Per Share
       Basic and Diluted
    
    
    
    
    
    
    
    (77.59
    )
    
    (0.01
    )
    
    (77.59
    )Weighted Average Shares Outstanding  Basicand Diluted
    
    
    
    
    8,190,000
    
    
    100
    
    
    8,190,000
    
    
    100


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

F-2

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

|                                                                |  |              |   |  | Period From         |  
|--------------------------------------------------------------- |  | ------------ | - |  | ------------------- | -
|                                                                |  |              |   |  | November 15,        |  
|                                                                |  | Nine Months  |   |  | 2006                |  
|                                                                |  | Ended        |   |  | (Date of Inception) |  
|                                                                |  | February 29, |   |  | to February 28,     |  
|                                                                |  | 2008         |   |  | 2007                |  
|                                                                |  | $            |   |  | $                   |  
|                                                                |  |              |   |  |                     |  
|Operating Activities                                            |  |              |   |  |                     |  
|                                                                |  |              |   |  |                     |  
|Net loss for the period                                         |  | (81,365      | ) |  | (7,759              | )
|                                                                |  |              |   |  |                     |  
|Adjustments to reconcile net
      loss to net cash provided by |  |              |   |  |                     |  
|(used in) operating
      activities:                           |  |              |   |  |                     |  
|                                                                |  |              |   |  |                     |  
|Amortization                                                    |  | 3,357        |   |  | 342                 |  
|Donated
      services and rent                                 |  | 20,250       |   |  | 5,625               |  
|                                                                |  |              |   |  |                     |  
|Changes in operating assets
      and liabilities:              |  |              |   |  |                     |  
|                                                                |  |              |   |  |                     |  
|Accounts
      receivable                                       |  | (942         | ) |  | (26                 | )
|Prepaid expenses                                                |  | 2,500        |   |  |                    |  
|Accounts payable                                                |  | 1,707        |   |  | 453                 |  
|Accrued liabilities                                             |  | (2,399       | ) |  |                    |  
|Due to related parties                                          |  | 1,860        |   |  | 3,275               |  
|                                                                |  |              |   |  |                     |  
|Net Cash Provided By (Used In) Operating Activities             |  | (55,032      | ) |  | 1,910               |  
|                                                                |  |              |   |  |                     |  
|Investing Activities                                            |  |              |   |  |                     |  
|                                                                |  |              |   |  |                     |  
|Website development costs                                       |  | (4,017       | ) |  | (1,583              | )
|                                                                |  |              |   |  |                     |  
|Net Cash Used in Investing Activities                           |  | (4,017       | ) |  | (1,583              | )
|                                                                |  |              |   |  |                     |  
|Financing Activities                                            |  |              |   |  |                     |  
|                                                                |  |              |   |  |                     |  
|Proceeds from issuance of common stock                          |  |             |   |  | 100                 |  
|                                                                |  |              |   |  |                     |  
|Net Cash Provided by Financing Activities                       |  |             |   |  | 100                 |  
|                                                                |  |              |   |  |                     |  
|Effect of Exchange Rate Changes on Cash                         |  | (548         | ) |  |                    |  
|                                                                |  |              |   |  |                     |  
|Change in Cash                                                  |  | (59,597      | ) |  | 427                 |  
|                                                                |  |              |   |  |                     |  
|Cash, Beginning of Period                                       |  | 79,647       |   |  |                    |  
|                                                                |  |              |   |  |                     |  
|Cash, End of Period                                             |  | 20,050       |   |  | 427                 |  
|                                                                |  |              |   |  |                     |  
|Non-cash Investing and Financing Activities                     |  |              |   |  |                     |  
|                                                                |  |              |   |  |                     |  
|Website acquired from a related party                           |  |             |   |  | 4,330               |  
|                                                                |  |              |   |  |                     |  
|Supplemental Disclosures                                        |  |              |   |  |                     |  
|                                                                |  |              |   |  |                     |  
|Interest paid                                                   |  |             |   |  |                    |  
|Income taxes paid                                               |  |             |   |  |                    |  

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

F-3

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

|1. | Nature of Operations and Continuance of
Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Here Enterprises, Inc. (the “Company”) was
        incorporated in the state of Nevada on November 15, 2006. On December
        12, 2006, the Company incorporated Here Network Corp. (the “Subsidiary”),
        a company incorporated in the province of British Columbia, Canada. On
        December 12, 2006, the Subsidiary acquired a website www.dinehere.ca which
        provides restaurant listings and reviews to a broad spectrum of Internet
        visitors. The Company derives advertising revenue from this website. The
        Company is a development stage company as defined by Statement of Financial
        Accounting Standard (“SFAS”) No. 7, “Accounting and
        Reporting for Enterprises in the Development Stage”.                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These consolidated financial statements have been
      prepared on a going concern basis, which implies the Company will continue
      to realize it assets and discharge its liabilities in the normal course of
      business. As of February 29, 2008, the Company has generated minimal
      revenue and incurred losses from operations of $96,799 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, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|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) | Interim Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | These interim unaudited financial statements have been
      prepared on the same basis as the annual financial statements and in the
      opinion of management, reflect all adjustments, which include only normal
      recurring adjustments, necessary to present fairly the Companys financial
      position, results of operations and cash flows for the periods shown. The
      results of operations for such periods are not necessarily indicative of
      the results expected for a full year or for any future period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | c) | 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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | d) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The Company considers all highly liquid instruments with
      a maturity of three months or less at the time of issuance to be cash
      equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-4

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

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

| | Computer hardware              | 3 years straight-line
| | ------------------------------ | ---------------------
| | Furniture 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 $606 as of February 29, 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)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

F-7

---

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

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

| |                         |  | February
      29, 2008 |  |  | 2007         | 
| | ----------------------- |  | ----------------------- |  |  | ------------ | 
| |                         |  |                         |  |  |              | 
| |                         |  |                         |  |  | Accumulated  | 
| |                         |  | Cost                    |  |  | Amortization | 
| |                         |  | $                       |  |  | $            | 
| |                         |  |                         |  |  |              | 
| | Computer hardware       |  | 3,367                   |  |  | 935          | 
| | Furniture and equipment |  | 584                     |  |  | 98           | 
| |                         |  |                         |  |  |              | 
| |                         |  | 3,951                   |  |  | 1,033        | 

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

February 29,
    
    
    May 31,2008
    
    
    2007$
    
    
    $Website
    
    11,649
    
    
    6,935Less: Accumulated amortization
    
    (3,560
    )
    
    (953
    )Net
      Carrying Value
    
    8,089
    
    
    5,982


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

$Remainder of 2008
    
    9712009
    
    3,8832010
    
    3,2358,089


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

F-8

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- 4 -

Item 2. Management's Discussion and Analysis or Plan of
Operation.

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 11 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.

CURRENT BUSINESS

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

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

FUTURE OPERATIONS

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

Goals

We have the following goals for the next twelve months:

- Increase Traffic to Current Cities. We intend to continue to use
  both free and paid online and offline promotion opportunities to attract new
  traffic to our website. Management believes that increased traffic to our
  website will continue to result in increased advertising revenue. We believe
  that as we continue to attract more sophisticated advertisers, they will
  evaluate advertising opportunities on our website on a CPM basis (cost per

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- 5 -

- Improved User Experience.We intend to continue to develop our website
    to improve ease of use and the volume of useful information available to the
    user. Management believes that furtherance of this goal will result in increased
    stickiness of the website, meaning that users will view more pages
    within the site and voluntarily return to the website more often, both of
    which should result in exposure to more ads and consequently more revenue.
    We intend to improve the user experience by increasing the amount of restaurant
    listings and reviews in existing cities as well as launching new cities as
    described below. Furthermore, we intend to launch an updated version of our
    website in May 2008, which features numerous improvements to the user experience.
- Launch New Cities.We currently offer restaurant listings and reviews
    in Vancouver, Victoria and Whistler. Over the course of the next twelve months,
    as described below, we intend to launch listings and reviews in Calgary, Toronto
    and Montreal.
- Actively Solicit Direct Advertisers.Concurrent with the launch of
    our updated website, we intend to begin actively soliciting direct advertisers.
    To date our only source of advertising revenue has been through ad space that
    we make available for Googles Adsense ads. We currently have Adsense
    ads on every page of our website. These are ads served up through our site
    by Google to clients of their choosing. We intend to directly sell feature
    ad space throughout our website to targeted clients.

A more detailed discussion of various aspects of the goals discussed above are
set out below after the following discussion of Milestones.

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

Months 1-2 Research and Development of new site,

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

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

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

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

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

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

While we will be able to manage Adsense ads for any new cities that we add,
management believes that a local advertising sales representative will be best
suited to service each city to solicit feature ads. After each successive city
launch we will endeavor to hire a part time, commission-based, local sales
representative. Some of the methods we are considering to source new employees
include posting on our website and websites with localized listings like
www.craigslist.org. Depending on market conditions and the availability of
qualified personnel, we

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- 6 -

may or may not be successful at hiring a sales representative.
We expect to conduct the majority of our screening and interview process over
the Internet and telephone, but may incur additional expenses related to travel
in order to conduct in-person interviews should management deem these
necessary.

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

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

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

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

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

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

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

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

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

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

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

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

Increased Traffic to Website

We believe that in many ways, our goals are circularly connected and that
achieving these goals may result in a snowball effect that helps assure
continued growth. Specifically, website traffic, the user experience and revenue
are connected. We believe that the more traffic our website gets the more
accurate and complete the information on our website will be. This is because
users can update and expand the information on our site by

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- 7 -

correcting and adding listings as well as providing reviews of
restaurants. This in turn improves the user experience and increases revenue.
This is because the more complete and accurate the information on our site, the
more utility it provides to the user. This in turn should result in more revenue
because a better user experience should result in more page views and thus more
advertising revenue. And circularly, an improved user experience may result in
more frequent visits and more traffic as word of the websites utility spreads
organically through a city.

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

Paid Internet Advertising

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

Further Website Optimization

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

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

Optimization of our website is an ongoing, month to month initiative. We expect
to spend approximately 10 hours per month on this. The work will be completed by
our vice president, Michael McFadyen.

Further Search Engine Free Submissions

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

Promotion via Restaurants and Industry Associations

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

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

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- 8 -

Improved User Experience

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

We are also exploring the addition of an online reservation option that will
allow users to make reservations through the website. This could be accomplished
by establishing a partnership with Open Table, an online reservation website. We
would include a link in the restaurant listings on Dine Here that would allow
web visitors to view reservation availability and reserve a table. Online
reservations would only be available for restaurants that currently participate
in the Open Table system.

Launch New Cities

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

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

Actively Solicit Direct Advertisers

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

Soliciting of direct ads will initially be done by our president and vice
president. As we launch new city listings, we intend to search for local,
commission-based salespeople in the cities.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED FEBRUARY
29, 2008

During the three months ended February 29, 2008, we generated revenues of $2,155
and our operating expenses were $20,097. General and administrative costs were
$18,842. Our directors provided management services, valued at $2,000 per month,
and office premises, valued at $250 per month, to us at no charge. During the
three months ended February 29, 2008, $6,000 in these donated services and $750
in donated rent were charged to operations.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED FEBRUARY 29,
2008

During the nine months ended February 29, 2008, we generated revenues of $7,640
and our operating expenses were $89,005. General and administrative costs were
$85,648. Our directors provided management services, valued at $2,000 per month,
and office premises, valued at $250 per month, to us at no charge. During the
nine months ended February 29, 2008, $18,000 in these donated services and
$2,250 in donated rent were charged to operations.

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- 9 -

LIQUIDITY AND CAPITAL RESOURCES

As of February 29, 2008, we had working capital of $6,425. Our ongoing operating
expenses and working capital requirements for the next twelve months are broken
down as follows:

Estimated Expenses for the Next Twelve Month PeriodOperating expensesMarketing
    $
    4,000General and Administrative
    $
    6,000Legal and Accounting
    $
    45,000Website development costs
    $
    5,000Total
    $
    60,000


Financial Condition, Liquidity and Capital Resources

As of February 29, 2008, we had cash of $20,050 and working capital of $6,425.
We have suffered a net loss from inception. The ability of our company to meet
our financial liabilities and commitments is primarily dependent upon the
continued financial support of our directors and shareholders, the continued
issuance of equity to new shareholders, and our ability to achieve and maintain
profitable operations.

Management believes that our company’s cash will not be sufficient to
  meet our working capital requirements for the next twelve month period. We plan
  to raise the capital required to satisfy our immediate short-term needs and
  additional capital required to meet our estimated funding requirements for the
  next twelve months primarily through the private placement of our equity securities.
  There is no assurance that our company will be able to obtain further funds
  required for our continued working capital requirements.

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 stockholders. 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 period
ended May 31, 2007, 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 February 29, 2008, we had no off-balance sheet arrangements, including any
outstanding derivative financial statements, off-balance sheet guarantees,
interest rate swap transactions or foreign currency contracts. We do not engage
in trading activities involving non-exchange traded contracts.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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

---

- 10 -

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.

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.

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.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2008, the Financial Accounting Standards Board (“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 SFAS No. 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. SFAS No. 161 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
  future reported financial position or results of operations.

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. The statement 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 and financial effects of the business
combination. The guidance 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 future reported financial position or results of
operations.

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. The guidance 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
future reported financial position or results of operations.

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

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The
objective of SFAS No. 157 is to increase consistency and comparability in fair
value measurements and to expand disclosures about fair value measurements. SFAS
No. 157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 applies under other accounting pronouncements
that require or permit fair value measurements and does not require any

---

- 11 -

new fair value measurements. The provisions of SFAS No. 157 are
effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on our future reported financial position or results of
operations.

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

RISK FACTORS

In addition to other information in this 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 $96,799 for the period from November 15, 2006 (date of
inception) to February 29, 2008. On February 29, 2008, we had cash of $20,050.
Should we require additional funding, we intend to raise

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- 12 -

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. These circumstances caused our independent auditors to include an
explanatory paragraph in their report dated July 24, 2007, regarding the
substantial doubt about our ability to continue as a going concern. Our
consolidated financial statements contain additional note disclosures describing
the circumstances that lead to this disclosure by our independent auditors.

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

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

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

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

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

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

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

There are a significant number of competitors that offer restaurant information
and reviews on dining establishments in Canada both through the Internet and in
traditional markets. As we expand across Canada, we will face new competition as
all major cities have a local dining guide for that region. In addition, there
are several travel based websites that will also offer stiff competition to our
website. Some of these companies are larger and better capitalized than us.
There are also few barriers to entry in our markets and thus above average
profit margins will likely attract additional competitors. Our competitors may
develop services that are superior to, or have greater market acceptance than
our services. For example, many of our current and potential competitors have
longer operating histories, significantly greater financial, technical,
marketing and other resources and larger customer bases than us. These factors
may allow our competitors to respond more quickly than we can to new or emerging
technologies and changes in customer requirements. Our competitors may engage in
more extensive research and development efforts, undertake more far-reaching
marketing campaigns and adopt more aggressive pricing policies

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- 13 -

which may allow them to build larger registrant and membership
bases. In addition, current and potential competitors are making, and are
expected to continue to make, strategic acquisitions or establish cooperative,
and in some cases, exclusive relationships with significant companies or
competitors to expand their businesses or to offer more comprehensive products
and services. To the extent these competitors or potential competitors establish
exclusive relationships with major portals, search engines and ISPs, our ability
to reach potential users of our website through online advertising may be
restricted. Failure to compete effectively including by developing and enhancing
our services offerings would have a material adverse effect on our business,
results of operations, financial condition and the trading price of our common
stock.

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

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

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

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- 14 -

outside our control that could pose a threat to our
intellectual property rights. Additionally, protecting our intellectual property
rights is costly and time consuming. Any increase in the unauthorized use of our
intellectual property could make it more expensive to do business and harm our
operating results.

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

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

With respect to any intellectual property rights claim, we may have to pay
damages or stop using technology found to be in violation of a third partys
rights. We may have to seek a license for the technology, which may not be
available on reasonable terms and may significantly increase our operating
expenses. The technology also may not be available for license to us at all. As
a result, we may also be required to develop alternative non-infringing
technology, which could require significant effort and expense. If we cannot
license or develop technology for the 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 senior management has never managed a public company.

The individuals who now constitute our senior management have never had
responsibility for 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 senior management will be
able to implement programs and policies in an effective and timely manner that
adequately respond to such increased legal, 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.

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- 15 -

The loss of the services of our executive officers and
senior management would disrupt our operations and interfere with our ability to
compete.

We depend upon the continued contributions of our executive officers and senior
management. We only have two employees, our president, secretary, treasurer and
director, Roger Williams, and our vice president, Michael McFadyen. They handle
all of the responsibilities in the area of corporate administration, business
development and research. We do not carry key person life insurance on any of
their lives and the loss of services of any of these individuals could disrupt
our operations and interfere with our ability to compete with others.

All of our assets and all of our directors and officers 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 any of our directors or officers.

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,
all of our directors and officers are nationals and/or residents of countries
other than the United States, and all or a substantial portion of such persons
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 officers or directors, 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 them.

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

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

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

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

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

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

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- 16 -

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

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

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

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 is currently no active trading market for our common stock and such a
market may not develop or be sustained. We currently plan to have our common
stock quoted on the OTC Bulletin Board. In order to do this, a market maker must
file a Form 15c-211 to allow the market maker to make a market in our shares of
common stock. At the date hereof, we are not aware that any market maker has any
such intention. However, we cannot provide our investors with any assurance that
our common stock will be traded on the OTC Bulletin Board or, if traded, that a
public market will materialize. Further, the OTC Bulletin Board is not a listing
service or exchange, but is instead a dealer quotation service for subscribing
members. If our common stock is not quoted on the OTC Bulletin Board or if a
public market for our common stock does not develop, then investors may not be
able to resell the shares of our common stock that they have purchased and may
lose all of their investment. If we establish a trading market for our common
stock, the market price of our common stock may be significantly affected by
factors such as actual or anticipated fluctuations in our operation results,
general market conditions and other factors. In addition, the stock market has
from time to time experienced significant price and volume fluctuations that
have particularly affected the market prices for the shares of developmental
stage companies, which may adversely affect the market price of our common stock
in a material manner.

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 stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted
Rule 15g-9 which generally defines penny stock to be any equity security that
has a market price (as defined) less than $5.00 per

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- 17 -

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 stockholders ability to buy and sell our
stock.

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

Because we can issue additional 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 3. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (who is also acting as
our principal executive officer, principal financial officer and principal
accounting officer) to allow for timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, our
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and our management is required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and procedures.

As of February 29, 2008, the end of the three month period covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our management, including our president (who is also acting as
our principal executive officer, principal financial officer and principal
accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our

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- 18 -

president (who is also acting as our principal executive
officer, principal financial officer and principal accounting officer) concluded
that our disclosure controls and procedures were effective as of the end of the
period covered by this quarterly report.

There have been no significant changes in our internal controls over financial
reporting that occurred during the three months ended February 29, 2008 that
have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.

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 any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.

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)

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- 19 -

21
      Subsidiary of Here Enterprises,
        Inc.: 
                    
        Here Network Corp., a British Columbia Corporation31*
      Section
        302 Certification of Roger Williams, dated April 15, 200832*
      Section
        906 Certification of Roger Williams, dated April 15, 2008


* Filed herewith.

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- 20 -

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

HERE ENTERPRISES, INC.

By:    /s/ Roger Williams 
            Roger Williams 
            President, Secretary,
  Treasurer and Director 
            (Principal Executive
  Officer, Principal Financial Officer 
            and Principal Accounting
  Officer)

Dated: April 16, 2008

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