UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q [x] QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the quarterly
period ended February 28, 2011 [ ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the transition
period from _________to ________ Commission File
Number: 000-52951 HERE ENTERPRISES, INC.(Exact name of registrant as specified in its
charter) Nevada
27-2208420(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.) 848 N. Rainbow
Blvd. #2952, Las Vegas, NV 89107(Address of principal executive offices)
(Zip Code) (830)
393-9398(Registrants telephone number, including area code) 58-128 Wehiwa
Way, Haleiwa, HI 96712(Former name, former address and former fiscal
year, if changed since last report) Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [x]
    No [ ] Indicate by check
mark whether the registrant has submitted electronically and posted on its
corporate website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files) Yes [ ]
    No [ ] (Not Required) Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See definitions of
large accelerated filer, accelerated filer, and smaller reporting company
in Rule 12b-2 of the Exchange Act.    Large accelerated filer
[ ]
Accelerated filer
[ ]Non-accelerated filer
[ ]
Smaller reporting company
[x](Do not check if a smaller reporting
company) Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [  ]
    No [x]   APPLICABLE
ONLY TO CORPORATE ISSUERS Indicate the number of shares
outstanding of each of the issuers classes of common stock as of the latest
practicable date: 819,000,000 shares of common stock outstanding as of
April 18, 2011.     PART I -
FINANCIAL INFORMATION Item 1. Financial
Statements. It is the opinion of management
that the interim consolidated financial statements for the period ended February
28, 2011, include all adjustments necessary in order to ensure that the interim
consolidated financial statements are not misleading. Our interim consolidated
financial statements are stated in United States dollars and are prepared in
accordance with United States generally accepted accounting principles.   Here Enterprises, Inc. February 28, 2011   Index   Consolidated
Balance
Sheets                                                                                                                                                 
F1  Consolidated
Statements of
Operations                                                                                                                                F2  Consolidated
Statements of Cash
Flows                                                                                                                              F3  Notes
to the Consolidated Financial
Statements                                                                                                                
F4                Here Enterprises, Inc. Consolidated
Balance Sheets (Expressed
in U.S. dollars)   February 28, 2011
$
May 31,
2010
$(Unaudited)Current
AssetsCash
21,006
3,087Total
Current Assets
21,006
3,087Property
and Equipment (Note 4)
946,311
Goodwill
(Note 3)
4,673,772
Total
Assets
5,641,089
3,087LIABILITIES
AND STOCKHOLDERS EQUITY (DEFICIT)Current
LiabilitiesAccounts
payable
18,659
3,313Accrued
liabilities
140,373
9,889Due
to related parties (Note 5)
139,178
30,700Loans
payable (Note 6)
604,269
49,700Contingently
convertible promissory note (Note 7)
131,206
10,000Convertible
promissory notes, net of discount of $1,415,134 (Note 8)
3,822,438
Total
Current Liabilities
4,856,123
103,602Nature
of Operations and Going Concern (Note 1)Stockholders
Equity (Deficit)Common
stock
Authorized:
1,500,000,000 shares, par value $0.001
Issued
and outstanding: 819,000,000 shares
819,000
819,000Preferred
stock
Authorized:
50,000,000 shares, par value $0.001
Issued
and outstanding: no shares

Subscriptions
receivable
(5,600)
(5,600)Donated
capital
89,375
89,375Additional
paid-in capital
4,499,571
(738,000)Deficit
(4,617,380)
(265,290)Total
Stockholders Equity (Deficit)
784,966
(100,515)Total
Liabilities and Stockholders Equity (Deficit)
5,641,089
3,087  The accompanying notes are an integral part of these unaudited
financial statements  F-1     Here Enterprises, Inc. Consolidated
Statements of Operations (Expressed
in U.S. dollars) (Unaudited)   Accumulated fromNovember 15,2006(Date of Inception)
Three Months Ended
Nine Months Endedto
February 28,
February 28,
February 28,2011
2011
2010
2011
2010$
$
$
$
$Revenue
181,898
78,593

181,898
ExpensesDepreciation
49,900
24,511

49,900
General and
administrative (Note 5)
442,323
54,651
15,357
157,105
35,713Interest
126,890
66,662

126,890
Property
taxes
8,402
2,652

8,402
Racing
59,552
39,731

59,552
Payroll
271,661
119,743

271,661
Total Operating
Expenses
958,728
307,950
15,357
673,510
35,713Loss from
Continuing Operations Before Other Items
(776,830)
(229,357)
(15,357)
(491,612)
(35,713)Other Income
(Expense)Accretion
of convertible promissory notes (Note 8)
(3,859,025)
(3,418,966)

(3,859,025)
Gain
on forgiveness of loans payable
20,672



Loss
on forgiveness of advances to Here Network Corp.
(21,258)



Other
Income
13,547


(1,453)
15,000Total Other
Income (Expense)
(3,846,064)
(3,418,966)

(3,860,478)
15,000Loss From
Continuing Operations
(4,622,894)
(3,648,323)
(15,357)
(4,352,090)
(20,713)Discontinued
Operations (Note 10)Loss from
discontinued operations
(21,946)

(2,134)

(22,435)Gain on disposal
of continued operations
28,260



6,314

(17,491)

(22,433)Net Loss
(4,616,580)
(3,648,323)
(17,491)
(4,352,090)
(43,148)Other
Comprehensive LossForeign
currency translation adjustments
(800)

(197)

(1,075)Comprehensive
Loss
(4,617,380)
(3,648,323)
(17,688)
(4,352,090)
(44,223)Net Loss Per
Share  Basic and Diluted

(0.00)
(0.00)
(0.01)
(0.00)Weighted Average
Shares Outstanding

819,000,000
819,000,000
819,000,000
819,000,000  The
accompanying notes are an integral part of these unaudited financial
statements  F-2     Here
Enterprises, Inc. Consolidated
Statements of Cash Flows (Expressed
in U.S. dollars) (Unaudited)   Nine
Months
Ended
February 28,
2011
$
Nine
Months
Ended
February 28,
2010
$Operating
ActivitiesNet
loss from continuing operations for the period
(4,352,090)
(20,713)Adjustments
to reconcile net loss to net cash provided by (used in) operating
activities:Accretion
of convertible promissory notes
3,859,025
Depreciation
49,900
1,527Donated
services and rent

20,250Changes
in operating assets and liabilities:Advances
to Here Network

(5,521)Accounts
payable and accrued liabilities
150,913
(213)Due
to related parties
159,409
Net
Cash Used In Operating Activities
(132,843)
(4,670)Investing
ActivitiesCash
acquired from subsidiary
4,937
Purchase
of property and equipment
(10,500)
Net
Cash Used in Investing Activities
(5,563)
Financing
ActivitiesProceeds
from notes payable
157,500
20,000Repayment
of notes payable
(1,175)
(13,000)Net
Cash Provided by Financing Activities
156,325
7,000Net
Increase in Cash from Continuing Operations

2,330Net
Decrease in Cash from Discontinued Operations

(1,413)Net
Increase in Cash
17,919
917Cash,
Beginning of Period
3,087
7,644Cash,
End of Period
21,006
8,561Non-cash
Investing and Financing ActivitiesConvertible
notes issued for note payments
36,378
Convertible
notes issued for acquisition of equipment
19,631
Convertible
notes issued to settle accounts payable
145,268
Issuance
of convertible note for acquisition of subsidiary
5,000,000
Assumption
of convertible note for acquisition of subsidiary
640,000
Supplemental
DisclosuresInterest
paid

Income
taxes paid

  The accompanying notes are an integral part of these unaudited
financial statements  F-3


Here Enterprises, Inc. Notes
to the Consolidated Financial Statements (expressed
in U.S. dollars) (Unaudited)    1. Nature
of Operations and Continuance of Business Here Enterprises, Inc. (Here Enterprises or the Company) was
incorporated in the state of Nevada on November 15, 2006. On December 12, 2006,
the Company incorporated Here Network Corp., a company incorporated in the
province of British Columbia, Canada. On December 12, 2006, Here Network Corp.
acquired a website www.dinehere.ca which provides restaurant listings and
reviews to a broad spectrum of Internet visitors. On March 9, 2010, Here Enterprises sold Here Network Corp. On
September 9, 2010, Here Enterprises entered into a Share Purchase Agreement with
The Good One, Inc. (The Good One), under which it agreed to purchase all of
the common stock of Cycle Ranch, Inc. and ASB Land Company, Inc., and a 99%
limited partnership interest of Cycle Ranch Management, Ltd. (collectively,
Cycle Ranch).  Cycle Ranch, Inc. currently only serves as general partner
of Cycle Ranch Management, Ltd. and owns the remaining 1% interest in Cycle
Ranch Management Ltd.  Cycle Ranch operates a motocross park near
Floresville, Texas (the Cycle Ranch Business).  Revenue is primarily
generated from participant registration fees and admissions.  Upon the
completion of this transaction, the Company emerged from the development stage
as defined by Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) 915, Development Stage Enterprises as the Company has
realized substantial revenue from principal operations and devotes substantial
efforts to operating its motocross business. In addition to the motocross
business, the Company intends to develop wind energy projects on the premises of
existing commercial businesses.  The Companys first wind farm is being
developed on the premises of the Cycle Ranch motocross park.  These consolidated financial statements have been prepared on a
going concern basis, which implies the Company will continue to realize its
assets and discharge its liabilities in the normal course of business. As of
February 28, 2011, the Company has a working capital deficit of $4,835,117, and
has incurred losses from operations of $4,617,380 since inception. The
continuation of the Company as a going concern is dependent upon the continued
financial support from its shareholders and management, the ability of the
Company to obtain necessary equity or debt financing to continue operations, and
the attainment of profitable operations. These factors raise substantial doubt
regarding the Companys ability to continue as a going concern. These
consolidated financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
as a going concern.  The Company intends to fund operations through debt and equity
financing arrangements, which may be insufficient to fund its capital
expenditures, working capital and other cash requirements for the year ending
May 31, 2011.  There is no assurance that the Company will obtain the
necessary financing to complete its objectives.    2. Summary of Significant Accounting Policies 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
wholly-owned subsidiaries, Cycle Ranch, Inc. and ASB Land Company, Inc. and
Cycle Ranch Management, Ltd. from the date of acquisition, September 9, 2010 to
February 28, 2011 (see Note 3).  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 in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Securities and
Exchange Commission (SEC) Form 10-Q. They do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. Therefore, these financial statements should
be read in conjunction with the Companys audited financial statements and notes
thereto for the year ended May 31, 2010, included in the Companys Annual Report
on Form 10-K filed October 15, 2010 with the SEC. The interim financial statements included herein are unaudited;
however, they contain all normal recurring accruals and adjustments that, in the
opinion of management, are necessary to present fairly the Companys financial
position at February 28, 2011, and the results of its operations and cash flows
for the three month and nine month periods ended February 28, 2011 and 2010. The
results of operations for the three month and nine month periods ended February
28, 2011 are not necessarily indicative of the results to be expected for future
quarters or the full year.


F-4


Here Enterprises, Inc. Notes
to the Consolidated Financial Statements (expressed
in U.S. dollars) (Unaudited)    2. Summary of Significant Accounting Policies (continued) 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 valuation of financial
instruments, recoverability of long-lived assets, depreciation rates, 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. e) Advertising Advertising costs totalled approximately $9,958 and $Nil for the
nine months ended February 28, 2011 and 2010, respectively, and are expensed as
incurred. f) Financial Instruments and Concentrations ASC 825, Financial Instruments requires an entity to maximize the
use of observable inputs and minimize the use of unobservable inputs when
measuring fair value.  ASC 825 establishes a fair value hierarchy based on
the level of independent, objective evidence surrounding the inputs used to
measure fair value.  A financial instruments categorization within the
fair value hierarchy is based upon the lowest level of input that is significant
to the fair value measurement.  ASC 825 prioritizes the inputs into three
levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are
quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are
inputs other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets;
quoted prices for identical assets or liabilities in markets with insufficient
volume or infrequent transactions (less active markets); or model-derived
valuations in which significant inputs are observable or can be derived
principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are
unobservable inputs to the valuation methodology that are significant to the
measurement of the fair value of the assets or liabilities. The Companys financial instruments consist principally of cash,
accounts payable, amounts due to related parties, loans payable, contingently
convertible promissory notes and convertible promissory notes.  Pursuant to
ASC 825, the fair value of the Companys cash equivalents, when applicable, is
determined based on Level 1 inputs, which consist of quoted prices in active
markets for identical assets.  The Company estimates that the carrying
values of all of its other financial instruments approximate their fair values
due to the immediate or relatively short maturities of these instruments and
current market rates for similar instruments.


F-5


Here Enterprises, Inc. Notes
to the Consolidated Financial Statements (expressed
in U.S. dollars) (Unaudited)    2. Summary of Significant Accounting Policies (continued) f) Financial Instruments and Concentrations (continued) Assets measured at fair value on a recurring basis were presented
on the Companys balance sheet as of February 28, 2011 as follows: Fair Value Measurements UsingQuoted Prices in Active Markets
For Identical Instruments
(Level 1)
$
Significant Other
Observable Inputs
(Level 2)
$
Significant
Unobservable Inputs
(Level 3)
$
Balance as of February 28, 2011
$Assets:Cash
21,006


21,006  Assets measured at fair value on a recurring basis were presented
on the Companys balance sheet as of May 31, 2010 as follows: Fair Value Measurements UsingQuoted Prices in Active Markets
For Identical Instruments
(Level 1)
$
Significant Other
Observable Inputs
(Level 2)
$
Significant
Unobservable Inputs
(Level 3)
$
Balance as of May 31,
      2010
$Assets:Cash
3,087


3,087 The Company does not have any liabilities measured at fair value
on a recurring basis presented on the Companys balance sheet as of February 28,
2011. Financial instruments that potentially subject the Company to a
concentration of credit risk consist primarily of cash.  The Company limits
its exposure to credit loss by placing its cash with high credit quality
financial institutions. g) Property and Equipment Property and equipment are recorded at cost. Amortization has been
provided using the following rates and methods: Buildings and improvements
7 years straight-lineComputer hardware
3 years straight-lineFurniture and office equipment
5 years straight-lineMachinery and equipment
5  7 years straight line h) Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment, the
carrying values of long-lived assets are reviewed on a regular basis for the
existence of facts or circumstances that may suggest impairment. The Company
recognizes impairment when the sum of the expected undiscounted future cash
flows is less than the carrying amount of the asset. Impairment losses, if any,
are measured as the excess of the carrying amount of the asset over its
estimated fair value.


F-6


Here Enterprises, Inc. Notes
to the Consolidated Financial Statements (expressed
in U.S. dollars) (Unaudited)    2. Summary of Significant Accounting Policies (continued)  i) Income Taxes The Company accounts for income taxes using the asset and
liability method in accordance with ASC 740, Income Taxes. The asset and
liability method provides that deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary differences
between the financial reporting and tax bases of assets and liabilities, and for
operating loss and tax credit carryforwards. Deferred tax assets and liabilities
are measured using the currently enacted tax rates and laws that will be in
effect when the differences are expected to reverse. The Company records a
valuation allowance to reduce deferred tax assets to the amount that is believed
more likely than not to be realized. j) Revenue Recognition The Companys revenue is derived from participant registration
fees and admissions to the motocross park. The Company recognizes this revenue
in accordance with ASC 605, Revenue Recognition when the price is fixed or
determinable, persuasive evidence of an arrangement exists, the revenue has been
earned, and collectability is reasonably assured. k) Comprehensive Income ASC 220, Comprehensive Income, establishes standards for the
reporting and display of other comprehensive income and its components in the
financial statements. As at February 28, 2011, the Company does not have any
accumulated other comprehensive loss. l) Earnings (Loss) per Share The Company computes earnings (loss) per share in accordance with
ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net income (loss) available to common shareholders by
the weighted average number of common shares outstanding during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period including stock options, using the treasury stock method, and
convertible preferred stock, using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential common shares if their effect is
anti-dilutive.  As at February 28, 2011, the Company has 254,926,899
dilutive potential shares outstanding. m) Reclassification Certain reclassifications have been made to the comparative
figures to conform to the current periods presentation. n) Recent Accounting Pronouncements In January 2010, the FASB issued Accounting Standards Update (ASU)
No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends
the ASC Topic 820, Fair Value Measurements and Disclosures.  ASU No.
2010-06 amends the ASC to require disclosure of transfers into and out of Level
1 and Level 2 fair value measurements, and also requires more detailed
disclosure about the activity within Level 3 fair value measurements.  The
new disclosures and clarifications of existing disclosures are effective for
interim and annual reporting periods beginning after December 15, 2009, except
for the disclosures concerning purchases, sales, issuances, and settlements in
the roll forward of activity in Level 3 fair value measurements. Those
disclosures are effective for fiscal years beginning after December 15, 2010,
and for interim periods within those fiscal years.  The adoption of this
amendment is not expected to have a material effect on the Companys
consolidated financial statements. The Company believes it has implemented all new accounting
pronouncements that are in effect and that may impact its financial statements
and does not believe that there are any other new accounting pronouncements that
have been issued that might have a material impact on its financial position or
results of operations.


F-7


Here Enterprises, Inc. Notes
to the Consolidated Financial Statements (expressed
in U.S. dollars) (Unaudited)    3. Acquisition On September 9, 2010, Here Enterprises entered into Share Purchase
Agreement with The Good One, under which it agreed to purchase the Cycle Ranch
Business, consisting of all of the common stock of Cycle Ranch, Inc. and ASB
Land Company, Inc., and a 99% limited partnership interest of Cycle Ranch
Management, Ltd., (collectively the Shares). Cycle Ranch, Inc. currently only
serves as general partner of Cycle Ranch Management, Ltd. and owns the remaining
1% interest in Cycle Ranch Management Ltd.  Cycle Ranch operates a
motocross park near Floresville, Texas (the Cycle Ranch Business).  In
exchange for the Shares, the Company issued to The Good One a convertible
promissory note in the amount of $5,000,000 (the Note).  The Note is
unsecured and bears interest at 5% per annum. Principal and accrued interest is
repayable on demand commencing six months from the date of issuance.  The
Note can be converted into shares of the Company, in whole or in part, at any
time prior to maturity, at a conversion price equal to 50% of the average
closing bid price for the three business days prior to the notice of conversion
as quoted on the Pink Sheets quotation system (the Conversion Price).
 The Conversion Price is subject to a minimum of $0.001 per share, being
par value.  The Note may be repaid by the Company, in whole or in part, at
any time with 10 days notice.  The Good One may either accept the
prepayment or request that it be immediately converted to shares of the Company
at the Conversion Price.  In conjunction with the Share Purchase Agreement,
the Company has agreed to guarantee the repayment of a $640,000 promissory note
due from The Good One to a third party (the Promissory Note).  The
Promissory Note is secured by the Shares and bears interest at 6% per annum.
 Principal and interest were payable commencing March 1, 2010 in monthly
installments of $5,063, increasing to $6,063 on September 1, 2010, with the
remaining balance due on August 30, 2012.   The Company is issuing
convertible notes for the principal and interest repayments made by the Good One
and plans to assume making the payments. The Promissory Note may be repaid, in
whole or in part at any time without penalty.  The Shares are to be held in
escrow until the Promissory Note and accrued interest are repaid. The acquisition of the Cycle Ranch Business is valued at the fair
value of the Note issued to the Good One and the fair value of the Promissory
Note guaranteed by the Company.  The Note and the Promissory Note issued
were estimated to have a fair value of $5,552,947. The Companys allocation of
the purchase price to the estimated fair values of the assets and liabilities of
the Cycle Ranch Business is as follows: $Cash and cash equivalents
4,937Land
265,740Buildings and improvements
657,470Equipment
42,871Accounts payable
(20,453)Accrued liabilities
(15,333)Due to related parties
(53,471)Convertible notes
(2,586)Net assets on acquisition
879,175Purchase price
(5,552,947)Excess of the purchase consideration over fair value
allocated to goodwill
4,673,772  The Companys allocation of the purchase price to the assets
acquired and liabilities assumed is based upon their estimated fair values at
the time of acquisition. The Company is in the process of determining fair
values for the assets and liabilities acquired. Matters still under review could
affect values assigned to assets and liabilities acquired.


F-8


Here Enterprises, Inc. Notes
to the Consolidated Financial Statements (expressed
in U.S. dollars) (Unaudited)    4. Property and Equipment Property
and equipment consisted of the following at February 28, 2011 and May 31,
2010: February 28,
2011
Net
Carrying
Value
$
May
31,
2010
Net
Carrying
Value
$Land
265,740
Buildings and
improvements
657,470
Equipment
73,001
996,211
Less Accumulated
Amortization
(49,900)
946,311
 5. Related Party Transactions and Balances a) As at February 28, 2011, the Company was indebted to the Chief
Executive Officer of the Company in the amount of $116,678 (May 31, 2010 -
$20,200) for consulting services.  The amounts are unsecured, non-interest
bearing and due on demand. b) As at February 28, 2011, the Company was indebted to the former
Chief Financial Officer of Company in the amount of $22,500 (May 31, 2010 -
$5,000) for consulting services.  The amount is unsecured, non-interest
bearing and due on demand. c) As at May 31, 2010, the Company was indebted to shareholders of
the Company in the amount of $5,500.  The amount was unsecured,
non-interest bearing and due on demand.  During the nine months ended
February 28, 2011, amounts owed to the shareholders were exchanged for the
promissory note described in Note 7(b). d) The Chief Executive Officer of the Company has an agreement to
provide management services at a rate of $10,000 per month.  The agreement
can be terminated with notice of one month.  During the nine months ended
February 28, 2011, the Company incurred $90,000 (2010 - $nil) in management fees
under the agreement which has been recorded in payroll expense in the statement
of operations. e) The former Chief Financial Officer of the Company had an agreement
to provide management services at a rate of $2,500 per month.  The
agreement could be terminated with notice of one month. The agreement was
terminated effective January 31, 2011.  During the nine months ended
February 28, 2011, the Company incurred $20,000 (2010 - $nil) in management fees
under the agreement which has been recorded in payroll expense in the statement
of operations. f) One former employee of the Company provided management services
and office premises to the Company at no charge for the period of June 1, 2009
to March 8, 2010.  From March 9, 2010 to May 31, 2010, an officer of the
Company provided office premises to the Company at no charge. The donated
services have an estimated fair value of $2,000 per month and office premises
have an estimated fair value of $250 per month. During the nine months period
ended February 28, 2011, $nil (nine months ended February 28, 2010 - $18,000) in
donated services and $nil (nine months ended February 28, 2010 - $2,250) in
donated rent were charged to operations and recorded as donated capital. 6. Loans Payable (a) On October 8, 2008, the Company issued a promissory note to an
unrelated company for proceeds of $30,000.  The promissory note bears
interest at 20% per annum, is unsecured and repayable on demand.  (b) At February 28, 2011, the Company was indebted to a financing
company for $1,411 (May 31, 2010 - $Nil).  The note is payable in monthly
instalments of $162, bears interest of 10.4% and is secured by machinery.  (c) On April 8, 2009, the Company issued a promissory note to an
unrelated company for proceeds of $10,000.  On June 26, 2009 and March 24,
2010, the Company issued additional promissory notes to this company for
proceeds of $20,000 and $2,700 respectively.  The Company repaid $5,000 on
October 20, 2009, and $8,000 on November 19, 2009.  As at February 28,
2011, the carrying value of the promissory notes and remaining outstanding
principal was $19,700 (May 31, 2010 - $19,700). The promissory notes bear no
interest, are unsecured and have no fixed term for repayment.


F-9


Here Enterprises, Inc. Notes
to the Consolidated Financial Statements (expressed
in U.S. dollars) (Unaudited)    6. Loans Payable (continued) (d) On September 9, 2010, as part of the Share Purchase Agreement
described in Note 3, the Company has agreed to guarantee the repayment of a
$640,000 promissory note due from The Good One to a third party.  The
Promissory Note is secured by the Shares and bears interest at 6% per annum.
 Principal and interest was payable commencing March 1, 2010 in monthly
instalments of $5,063, increasing to $6,063 on September 1, 2010, with the
remaining balance due on August 30, 2012.  The Company is issuing
convertible notes for the principal and interest repayments made by the Good One
and plans to assume making the payments. The Promissory Note may be repaid, in
whole or in part at any time without penalty.  The Shares are pledged as
security and to be held in escrow until the Promissory Note and accrued interest
are repaid. Refer to Note 3.  On September 9, 2010, the Company discounted
the note to the present value of the future cash flows.  The carrying value
will be accreted over the term of the promissory note up to its face value of
$640,000.  As at February 28, 2011, the carrying value of the convertible
promissory note was $553,158 and the remaining outstanding principal was
$603,622. 7. Contingently Convertible Promissory Notes a) On May 12, 2010, the Company issued a contingently convertible
promissory note to The Good One, Inc. for proceeds of $10,000.  The
promissory note is unsecured, bears interest at 5% per annum and is
automatically convertible into shares of the Companys stock upon the
satisfaction of certain conditions.  The conditions for automatic
conversion were not satisfied and the note and accrued interest was repayable on
November 12, 2010.  On November 12, 2010, the Company and The Good One,
Inc. agreed to amend the repayment date to September 25, 2011 unless the
conditions for automatic conversion are satisfied.  All other terms and
conditions of the Note remain the same.  The conversion price is equal to
30% of the average closing bid price for the three business days prior to the
notice of conversion as quoted on the Pink Sheets quotation system.  The
note may be repaid by the Company, in whole or in part, at any time without
penalty. b) On December 6, 2010, the Company issued a contingently convertible
promissory note to a shareholder to settle accounts payable relating to expenses
incurred and equipment purchased on behalf of the company of $121,206.  The
promissory note is unsecured, bears interest at 5% per annum and is
automatically convertible into shares of the Companys stock upon the
satisfaction of certain conditions.  If the conditions for automatic
conversion are not satisfied, the note and accrued interest are repayable on
June 6, 2011.  The conversion price is equal to 30% of the average closing
bid price for the three business days prior to the notice of conversion.
 The note may be repaid by the Company, in whole or in part, at any time
without penalty. 8. Convertible
Promissory Notes Convertible
promissory notes outstanding at February 28, 2011 are summarized in the
following table: Issuance
Date
Principal
$
Discount
$
Carrying Value
$

Due on
Demand AfterJuly
20, 2010
10,000

10,000

January
20, 2011August
3, 2010
10,000

10,000

February
3, 2011August
31, 2010
10,000

10,000

February
28, 2011September
9, 2010
5,000,000
1,247,067
3,752,933

March
9, 2011October
7, 2010
12,000
5,904
6,096

April
7, 2011October
15, 2010
25,000
22,841
2,159

October
15, 2011October
21, 2010
7,459
6,146
1,313

October
21, 2011November
8, 2010
10,000
6,825
3,175

May
8, 2011January
14, 2011
24,500
23,153
1,347

July
14, 2011February
2, 2011
82,685
81,613
1,072

August
2, 2011August
30, 2010
3,122

3,122

February
28, 2011September
2, 2010
5,063
153
4,910

March
2, 2011September
15, 2010
1,000
57
943

March
15, 2011October
2, 2010
3,122
885
2,237

April
2, 2011October
4, 2010
6,063
2,331
3,732

April
4, 2011October
29, 2010
3,122
1,414
1,708

April 29,
2011November
1, 2010
6,063
3,483
2,580

May 1,
2011November
29, 2010
6,063
4,307
1,756

May 29,
2011November
29, 2010
3,122
1,865
1,257

May 29,
2011December
28, 2010
6,063
4,896
1,167

June 28,
2011December
28, 2010
3,122
2,191
931

June 28,
20115,237,569
1,415,131
3,822,438


F-10


Here Enterprises, Inc. Notes
to the Consolidated Financial Statements (expressed
in U.S. dollars) (Unaudited)    8. Convertible
Promissory Notes (Continued) (a) On July 20, 2010, the Company issued a $10,000 convertible note to
a shareholder of the Company for proceeds of $10,000. The convertible note is
unsecured and bears interest at 5% per annum. Principal and accrued interest is
repayable on demand commencing six months from the date of issuance being
January 20, 2011. The note can be converted into shares of the Company, in
whole or in part, at any time prior to maturity, at a conversion price equal to
30% of the average closing bid price for the three business days prior to the
notice of conversion as quoted on the Pink Sheets quotation system.  The
Company analyzed the financial instrument under ASC 815, Derivatives and
Hedging, and determined that the embedded conversion feature did not meet the
characteristics of a derivative instrument. The Company recognized the intrinsic
value of the embedded beneficial conversion feature of $10,000 as additional
paid-in capital and reduced the carrying value of the convertible promissory
note to $nil. The carrying value will be accreted over the term of the
convertible promissory note up to its face value of $10,000. As at February 28,
2011, the carrying value of the convertible promissory note was $10,000.
 The note may be repaid by the Company, in whole or in part, at any time
with 10 days notice. The holder may either accept the prepayment or request that
it be immediately converted to shares of the Company at the conversion
price. (b) On August 3, 2010, the Company issued a $10,000 convertible note
to a shareholder of the Company for proceeds of $10,000. The convertible note is
unsecured and bears interest at 5% per annum. Principal and accrued interest is
repayable on demand commencing six months from the date of issuance being
February 3, 2011. The note can be converted into shares of the Company, in
whole or in part, at any time prior to maturity, at a conversion price equal to
30% of the average closing bid price for the three business days prior to the
notice of conversion as quoted on the Pink Sheets quotation system.  The
Company analyzed the financial instrument under ASC 815, Derivatives and
Hedging, and determined that the embedded conversion feature did not meet the
characteristics of a derivative instrument. The Company recognized the intrinsic
value of the embedded beneficial conversion feature of $10,000 as additional
paid-in capital and reduced the carrying value of the convertible promissory
note to $nil. The carrying value will be accreted over the term of the
convertible promissory note up to its face value of $10,000. As at February 28,
2011, the carrying value of the convertible promissory note was $10,000.
 The note may be repaid by the Company, in whole or in part, at any time
with 10 days notice. The holder may either accept the prepayment or request that
it be immediately converted to shares of the Company at the conversion
price. (c) On August 31, 2010, the Company issued a $10,000 convertible note
to a shareholder of the Company for proceeds of $10,000. The convertible note is
unsecured and bears interest at 5% per annum. Principal and accrued interest is
repayable on demand commencing six months from the date of issuance being
February 28, 2011. The note can be converted into shares of the Company, in
whole or in part, at any time prior to maturity, at a conversion price equal to
30% of the average closing bid price for the three business days prior to the
notice of conversion as quoted on the Pink Sheets quotation system.  The
Company analyzed the financial instrument under ASC 815, Derivatives and
Hedging, and determined that the embedded conversion feature did not meet the
characteristics of a derivative instrument. The Company recognized the intrinsic
value of the embedded beneficial conversion feature of $10,000 as additional
paid-in capital and reduced the carrying value of the convertible promissory
note to $nil. The carrying value will be accreted over the term of the
convertible promissory note up to its face value of $10,000. As at February 28,
2011, the carrying value of the convertible promissory note was $10,000.
 The note may be repaid by the Company, in whole or in part, at any time
with 10 days notice. The holder may either accept the prepayment or request that
it be immediately converted to shares of the Company at the conversion
price. (d) On September 9, 2010, the Company, as part of the Share Purchase
Agreement described in Note 3, issued a $5,000,000 convertible note pursuant to
the acquisition agreement described in Note 3. The convertible note is unsecured
and bears interest at 5% per annum. Principal and accrued interest is repayable
on demand commencing six months from the date of issuance being March 9, 2011.
The note can be converted into shares of the Company, in whole or in part,
at any time prior to maturity, at a conversion price equal to 50% of the average
closing bid price for the three business days prior to the notice of conversion
as quoted on the Pink Sheets quotation system.  The conversion price is
subject to a minimum of $0.001, being par value. The Company analyzed the
financial instrument under ASC 815, Derivatives and Hedging, and determined
that the embedded conversion feature did not meet the characteristics of a
derivative instrument. The Company recognized the intrinsic value of the
embedded beneficial conversion feature of $5,000,000 as additional paid-in
capital and reduced the carrying value of the convertible promissory note to
$nil. The carrying value will be accreted over the term of the convertible
promissory note up to its face value of $5,000,000. As at February 28, 2011, the
carrying value of the convertible promissory note was $3,752,933.  The note
may be repaid by the Company, in whole or in part, at any time with 10 days
notice. The holder may either accept the prepayment or request that it be
immediately converted to shares of the Company at the conversion price.


F-11


Here Enterprises, Inc. Notes
to the Consolidated Financial Statements (expressed
in U.S. dollars) (Unaudited)    8. Convertible
Promissory Notes (Continued) (e) On October 7, 2010, the Company issued a $12,000 convertible note
to a shareholder of the Company for proceeds of $12,000. The convertible note is
unsecured and bears interest at 5% per annum. Principal and accrued interest is
repayable on demand commencing six months from the date of issuance being April
7, 2011. The note can be converted into shares of the Company, in whole or
in part, at any time prior to maturity, at a conversion price equal to 30% of
the average closing bid price for the three business days prior to the notice of
conversion as quoted on the Pink Sheets quotation system.  The Company
analyzed the financial instrument under ASC 815, Derivatives and Hedging, and
determined that the embedded conversion feature did not meet the characteristics
of a derivative instrument. The Company recognized the intrinsic value of the
embedded beneficial conversion feature of $12,000 as additional paid-in capital
and reduced the carrying value of the convertible promissory note to $nil. The
carrying value will be accreted over the term of the convertible promissory note
up to its face value of $12,000. As at February 28, 2011, the carrying value of
the convertible promissory note was $6,096.  The note may be repaid by the
Company, in whole or in part, at any time with 10 days notice. The holder may
either accept the prepayment or request that it be immediately converted to
shares of the Company at the conversion price. (f) On October 15, 2010, the Company issued a $25,000 convertible note
to a shareholder of the Company for proceeds of $10,000, $2,826 of equipment
purchased and $12,174 of expenses incurred on behalf of the Company. The
convertible note is unsecured and bears interest at 5% per annum. Principal and
accrued interest is repayable on demand commencing one year from the date of
issuance October 15, 2011. The note can be converted into shares of the
Company, in whole or in part, at any time prior to maturity, at a conversion
price equal to 30% of the average closing bid price for the three business days
prior to the notice of conversion as quoted on the Pink Sheets quotation system.
 The Company analyzed the financial instrument under ASC 815, Derivatives
and Hedging, and determined that the embedded conversion feature did not meet
the characteristics of a derivative instrument. The Company recognized the
intrinsic value of the embedded beneficial conversion feature of $25,000 as
additional paid-in capital and reduced the carrying value of the convertible
promissory note to $Nil. The carrying value will be accreted over the term of
the convertible promissory note up to its face value of $25,000. As at February
28, 2011, the carrying value of the convertible promissory note was $2,159.
 The note may be repaid by the Company, in whole or in part, at any time
with 10 days notice. The holder may either accept the prepayment or request that
it be immediately converted to shares of the Company at the conversion
price. (g) On October 21, 2010, the Company issued a $7,459 convertible note
to a shareholder of the Company for $7,459 of expenses incurred on behalf of the
Company. The convertible note is unsecured and bears interest at 5% per annum.
Principal and accrued interest is repayable on demand commencing one year from
the date of issuance being October 21, 2011. The note can be converted into
shares of the Company, in whole or in part, at any time prior to maturity, at a
conversion price equal to 30% of the average closing bid price for the three
business days prior to the notice of conversion as quoted on the Pink Sheets
quotation system.  The Company analyzed the financial instrument under ASC
815, Derivatives and Hedging, and determined that the embedded conversion
feature did not meet the characteristics of a derivative instrument. The Company
recognized the intrinsic value of the embedded beneficial conversion feature of
$7,459 as additional paid-in capital and reduced the carrying value of the
convertible promissory note to $nil. The carrying value will be accreted over
the term of the convertible promissory note up to its face value of $7,459. As
at February 28, 2011, the carrying value of the convertible promissory note was
$1,313.  The note may be repaid by the Company, in whole or in part, at any
time with 10 days notice. The holder may either accept the prepayment or request
that it be immediately converted to shares of the Company at the conversion
price. (h) On November 8, 2010, the Company issued a $10,000 convertible note
to a shareholder of the Company for proceeds of $10,000. The convertible note is
unsecured and bears interest at 5% per annum. Principal and accrued interest is
repayable on demand commencing six months from the date of issuance being May 8,
2011. The note can be converted into shares of the Company, in whole or in
part, at any time prior to maturity, at a conversion price equal to 30% of the
average closing bid price for the three business days prior to the notice of
conversion as quoted on the Pink Sheets quotation system.  The Company
analyzed the financial instrument under ASC 815, Derivatives and Hedging, and
determined that the embedded conversion feature did not meet the characteristics
of a derivative instrument. The Company recognized the intrinsic value of the
embedded beneficial conversion feature of $10,000 as additional paid-in capital
and reduced the carrying value of the convertible promissory note to $nil. The
carrying value will be accreted over the term of the convertible promissory note
up to its face value of $10,000. As at February 28, 2011, the carrying value of
the convertible promissory note was $3,175.  The note may be repaid by the
Company, in whole or in part, at any time with 10 days notice. The holder may
either accept the prepayment or request that it be immediately converted to
shares of the Company at the conversion price.


F-12


Here Enterprises, Inc. Notes
to the Consolidated Financial Statements (expressed
in U.S. dollars) (Unaudited)    8. Convertible Promissory Notes (Continued) (i) On January 14, 2011, the Company issued a $24,500 convertible note
to a shareholder of the Company for proceeds of $24,500. The convertible note is
unsecured and bears interest at 5% per annum. Principal and accrued interest is
repayable on demand commencing six months from the date of issuance being July
14, 2011. The note can be converted into shares of the Company, in whole or
in part, at any time prior to maturity, at a conversion price equal to 30% of
the average closing bid price for the three business days prior to the notice of
conversion as quoted on the Pink Sheets quotation system.  The Company
analyzed the financial instrument under ASC 815, Derivatives and Hedging, and
determined that the embedded conversion feature did not meet the characteristics
of a derivative instrument. The Company recognized the intrinsic value of the
embedded beneficial conversion feature of $24,500 as additional paid-in capital
and reduced the carrying value of the convertible promissory note to $nil. The
carrying value will be accreted over the term of the convertible promissory note
up to its face value of $24,500. As at February 28, 2011, the carrying value of
the convertible promissory note was $1,347.  The note may be repaid by the
Company, in whole or in part, at any time with 10 days notice. The holder may
either accept the prepayment or request that it be immediately converted to
shares of the Company at the conversion price. (j) On February 2, 2011, the Company issued a $82,685 convertible note
to a shareholder of the Company for proceeds of $71,000 and payment of $11,685
of expenses on behalf of the Comapny. The convertible note is unsecured and
bears interest at 5% per annum. Principal and accrued interest is repayable on
demand commencing six months from the date of issuance being August 2, 2011.
The note can be converted into shares of the Company, in whole or in part,
at any time prior to maturity, at a conversion price equal to 30% of the average
closing bid price for the three business days prior to the notice of conversion
as quoted on the Pink Sheets quotation system.  The Company analyzed the
financial instrument under ASC 815, Derivatives and Hedging, and determined
that the embedded conversion feature did not meet the characteristics of a
derivative instrument. The Company recognized the intrinsic value of the
embedded beneficial conversion feature of $82,685 as additional paid-in capital
and reduced the carrying value of the convertible promissory note to $nil. The
carrying value will be accreted over the term of the convertible promissory note
up to its face value of $82,685. As at February 28, 2011, the carrying value of
the convertible promissory note was $1,072.  The note may be repaid by the
Company, in whole or in part, at any time with 10 days notice. The holder may
either accept the prepayment or request that it be immediately converted to
shares of the Company at the conversion price. (k) During the nine month period ended February 28, 2011, the Company
issued convertible notes totaling $45,925 to a shareholder of the Company for
$45,925 of expenses paid on behalf of the Company. The convertible notes are
unsecured and bear interest at 5% per annum. Principal and accrued interest is
repayable on demand commencing six months from the date of issuance.
The notes can be converted into shares of the Company, in whole or in part,
at any time prior to maturity, at a conversion price equal to 30% of the average
closing bid price for the three business days prior to the notice of conversion
as quoted on the Pink Sheets quotation system.  The Company analyzed the
financial instrument under ASC 815, Derivatives and Hedging, and determined
that the embedded conversion feature did not meet the characteristics of a
derivative instrument. The Company recognized the intrinsic value of the
embedded beneficial conversion features of $45,925 as additional paid-in capital
and reduced the carrying value of the convertible promissory notes to $nil. The
carrying value will be accreted over the term of the convertible promissory
notes up to their aggregate face value of $45,925. As at February 28, 2011, the
carrying value of the convertible promissory notes was $24,343.  The notes
may be repaid by the Company, in whole or in part, at any time with 10 days
notice. The holder may either accept the prepayment or request that it be
immediately converted to shares of the Company at the conversion price.  9. Common
Stock  On October 26, 2010, the Company effected a 1:100 forward
stock-split of its issued and outstanding common stock.  The issued and
outstanding common shares increased from 8,190,000 shares of common stock to
819,000,000 shares of common stock.  All per share amounts have been
retroactively restated to reflect the forward stock-split.


F-13


Here Enterprises, Inc. Notes
to the Consolidated Financial Statements (expressed
in U.S. dollars) (Unaudited)    10. Discontinued Operations On March 9, 2010, the Company sold its wholly-owned subsidiary,
Here Network Corp. to the Companys former controlling shareholders in exchange
for the return of 5,600,000 common shares of the Company to treasury. The
transaction was measured at $6,400, the estimated fair value of Here Network
Corp., which was considered more reliably measureable than the Companys stock
as it did not trade in an active market. The Company recognized a gain on
disposal of Here Network Corp. of $28,260. The 5,600,000 common shares were
subsequently redirected to other shareholders of the Company at a price of
$0.001 per share. As at February 28, 2011, subscriptions in the amount of $5,600
are receivable from these shareholders. The
results of discontinued operations of Here Network Corp. are summarized as
follows: Nine months
Ended
February 28, 2011
$
Nine months
Ended
February 28,
2010
$
Three Months
Ended
February 28, 2011
$
Three Months
Ended
February 28,
2010
$
Accumulated from
November 15,
2006
(Date of Inception)
to February 28, 2011
$Revenues

4,471

1,670
23,302Operating
ExpensesAmortization

3,729

1,617
16,063General
and administrative

23,177

2,187
29,185,Total
Operating Expenses

26,906

3,804
45,248Loss
from Discontinued Operations

(22,435)

(2,134)
(21,946)  Cash
flows of the discontinued operations of Here Network Corp. are summarized as
follows: Nine months
Ended
February 28,
2011
$
Nine months
Ended
February 28,
2010
$Operating
activities


(155)Investing
activities


Financing
activities


Effect
of exchange rate changes on cash


(1,258)Net
Increase in Cash


(1,413)


F-14      Item 2. Managements
Discussion and Analysis of Financial Condition and Results of
Operations. Forward-Looking
Statements This quarterly report contains
forward-looking statements.  These forward-looking statements relate to
future events or our future financial performance.  In some cases, you can
identify forward-looking statements by terminology such as may, should,
expect, plan, anticipate, believe, estimate, predict, potential or
continue or the negative of these terms or other comparable terminology.
 These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
 Risk Factors, that may cause our companys 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. Overview We were incorporated in the State of Nevada on November
15, 2006.  Our former wholly-owned subsidiary, Here Network Corp., was
incorporated in the Province of British Columbia on December 12, 2006.  On
March 9, 2010, the Company sold Here Network Corp. to Here Networks controlling
shareholders in exchange for the return of 5,600,000 common shares of the
Company, which were distributed to certain shareholders.  On September 9, 2010, the Company entered into an
agreement to become the sole shareholder of ABS Land Company, Inc. and Cycle
Ranch, Inc., and the owner of 99% limited partnership interest of Cycle Ranch
Management, Ltd., making them wholly-owned subsidiaries of the Company.
 Cycle Ranch, Inc. is the managing partner of Cycle Ranch Management, Ltd., which operates a motocross park near Floresville, Texas.
 ASB owns land which it leases to Cycle Ranch Management, Ltd. for its
operations. Sources of Revenue The Company
generated $78,593 in revenues from continuing operations for the quarter end
February 28, 2011.  Revenues generated from Here Network Corp. in the
comparative period have been included in loss from discontinued operations. Results of Operations The following table summarizes
our operating results for the three months ended February 28, 2010: Three Months Ended



Nine Months EndedFebruary 28,


February 28,



February 28,


February 28,2011


2010



2011


2010Revenue
$
78,593

$
-


$
181,898

$
-Operating Expenses
$
307,950

$
15,357


$
673,510

$
35,713Net Loss
$
(3,648,323)

$
(17,491)


$
(4,352,090)

$
(43,148)          Three Months Ended February
28, 2011, and February 28, 2010 For the three months ended
February 28, 2011, we generated $78,593  in revenues and incurred operating
expenses of $307,950 as compared to revenues of $0 and operating expenses of
$15,357 for the three months ended February 28, 2010.  The increase in
operating expenses was primarily attributable to the acquisition of Cycle Ranch
in March, 2010.  As a result, for the three months ended February 28, 2011,
we suffered a net loss of $3,648,323 as compared to net loss of $17,491 for the
three months ended February 28, 2010. General and administrative costs
were $54,651 for the three months ended February 28, 2011, as compared to
$15,357 for the three months ended February 28, 2010. The increase in general
and administrative costs was primarily attributable to the acquisition of Cycle
Ranch completed in March, 2010 . Liquidity and Capital
Resources Working Capital February 28,


May 312011


2010Current assets
$
21,006

$
3,087Current liabilities

4,856,123


103,602Working capital (deficiency)
$
(4,835,117)

$
(100,515
) At February 28, 2011, we had cash
of $21,006 and working capital deficit of $4,835,117 as compared to cash of
$3,087 and working capital deficit of $100,515 at May 31, 2010.  We have
suffered a net loss from inception.  Our ability to meet our financial
liabilities and commitments is primarily dependent upon the continued financial
support of our director and stockholders, the continued issuance of equity to
new stockholders, and our ability to achieve and maintain profitable
operations. On December 6,
2010, the Company issued a contingently convertible promissory note to a
shareholder to settle accounts payable relating to expenses incurred and
equipment purchased on behalf of the company of $121,206.  The promissory
note is unsecured, bears interest at 5% per annum and is automatically
convertible into shares of the Companys stock upon the satisfaction of certain
conditions.  If the conditions for automatic conversion are not satisfied,
the note and accrued interest are repayable on June 6, 2011.  The
conversion price is equal to 30% of the average closing bid price for the three
business days prior to the notice of conversion.  The note may be repaid by
the Company, in whole or in part, at any time without penalty. On May 12, 2010,
the Company issued a contingently convertible promissory note to The Good One,
Inc. for proceeds of $10,000.  The Note is unsecured and bears an interest
at 5% per annum.  It is automatically convertible into shares of the
Companys common stock upon satisfaction of certain conditions.  If those
conditions are not met, the note and accrued interest was repayable on November
12, 2010, at a conversion price of 30% of the average closing bid price for the
three business days prior to the notice of conversation as quoted on the Pink
Sheets quotation system.  On November 12, 2010, the Company and The Good
One, Inc. agreed to amend the payment date to September 25, 2011. On October 8, 2008,
we issued to Mountain Equity Ltd., a demand promissory note in the amount of
$30,000. The promissory note is not subject to any specific repayment terms, and
will accrue interest at the rate of 20% per annum on the principal amount
remaining unpaid, after as well as before demand or maturity or default occurs.
If we fail to pay the principal amount of the promissory note or any interested
thereon upon demand, then the entire unpaid principal and all accrued and unpaid
interest becomes payable immediately. On April 8, 2009, the Company
issued a promissory note to an unrelated company for proceeds of $10,000.
 On June 26, 2009 and March 24, 2010, the Company issued additional
promissory notes to this company for proceeds of $20,000 and $2,700
respectively.  The Company repaid $5,000 on October 20, 2009, and $8,000 on
November 19,        2009.  As at February 28,
2011, the carrying value of the promissory notes and remaining outstanding
principal was $19,700 (May 31, 2010 - $19,700). The promissory notes bear no
interest, are unsecured and have no fixed term for repayment. On July 20, 2010,
the Company issued a $10,000 convertible note to a shareholder of the Company
for proceeds of $10,000. The convertible note is unsecured and bears interest at
5% per annum. Principal and accrued interest is repayable on demand commencing
six months from the date of issuance being January 20, 2011. The note can
be converted into shares of the Company, in whole or in part, at any time prior
to maturity, at a conversion price equal to 30% of the average closing bid price
for the three business days prior to the notice of conversion as quoted on the
Pink Sheets quotation system.  The Company analyzed the financial
instrument under ASC 815, Derivatives and Hedging, and determined that the
embedded conversion feature did not meet the characteristics of a derivative
instrument. The Company recognized the intrinsic value of the embedded
beneficial conversion feature of $10,000 as additional paid-in capital and
reduced the carrying value of the convertible promissory note to $nil. The
carrying value will be accreted over the term of the convertible promissory note
up to its face value of $10,000. As at February 28, 2011, the carrying value of
the convertible promissory note was $10,000.  The note may be repaid by the
Company, in whole or in part, at any time with 10 days notice. The holder may
either accept the prepayment or request that it be immediately converted to
shares of the Company at the conversion price. On August 3, 2010,
the Company issued a $10,000 convertible note to a shareholder of the Company
for proceeds of $10,000. The convertible note is unsecured and bears interest at
5% per annum. Principal and accrued interest is repayable on demand commencing
six months from the date of issuance being February 3, 2011. The note can
be converted into shares of the Company, in whole or in part, at any time prior
to maturity, at a conversion price equal to 30% of the average closing bid price
for the three business days prior to the notice of conversion as quoted on the
Pink Sheets quotation system.  The Company analyzed the financial
instrument under ASC 815, Derivatives and Hedging, and determined that the
embedded conversion feature did not meet the characteristics of a derivative
instrument. The Company recognized the intrinsic value of the embedded
beneficial conversion feature of $10,000 as additional paid-in capital and
reduced the carrying value of the convertible promissory note to $nil. The
carrying value will be accreted over the term of the convertible promissory note
up to its face value of $10,000. As at February 28, 2011, the carrying value of
the convertible promissory note was $10,000.  The note may be repaid by the
Company, in whole or in part, at any time with 10 days notice. The holder may
either accept the prepayment or request that it be immediately converted to
shares of the Company at the conversion price. On August 31, 2010,
the Company issued a $10,000 convertible note to a shareholder of the Company
for proceeds of $10,000. The convertible note is unsecured and bears interest at
5% per annum. Principal and accrued interest is repayable on demand commencing
six months from the date of issuance being February 28, 2011. The note can
be converted into shares of the Company, in whole or in part, at any time prior
to maturity, at a conversion price equal to 30% of the average closing bid price
for the three business days prior to the notice of conversion as quoted on the
Pink Sheets quotation system.  The Company analyzed the financial
instrument under ASC 815, Derivatives and Hedging, and determined that the
embedded conversion feature did not meet the characteristics of a derivative
instrument. The Company recognized the intrinsic value of the embedded
beneficial conversion feature of $10,000 as additional paid-in capital and
reduced the carrying value of the convertible promissory note to $nil. The
carrying value will be accreted over the term of the convertible promissory note
up to its face value of $10,000. As at February 28, 2011, the carrying value of
the convertible promissory note was $10,000.  The note may be repaid by the
Company, in whole or in part, at any time with 10 days notice. The holder may
either accept the prepayment or request that it be immediately converted to
shares of the Company at the conversion price. On September 9,
2010, the Company, as part of the Share Purchase Agreement, issued a $5,000,000
convertible note pursuant to the acquisition agreement. The convertible note is
unsecured and bears interest at 5% per annum. Principal and accrued interest is
repayable on demand commencing six months from the date of issuance being March
9, 2011. The note can be converted into shares of the Company, in whole or
in part, at any time prior to maturity, at a conversion price equal to 50% of
the average closing bid price for the three business days prior to the notice of
conversion as quoted on the Pink Sheets quotation system.  The conversion
price is subject to a minimum of $0.001, being par value. The Company analyzed
the financial instrument under ASC 815, Derivatives and Hedging, and
determined that the embedded conversion feature did not meet the characteristics
of a derivative instrument. The Company recognized the intrinsic value of the
embedded beneficial conversion feature of        $5,000,000 as
additional paid-in capital and reduced the carrying value of the convertible
promissory note to $nil. The carrying value will be accreted over the term of
the convertible promissory note up to its face value of $5,000,000. As at
February 28, 2011, the carrying value of the convertible promissory note was
$3,752,933.  The note may be repaid by the Company, in whole or in part, at
any time with 10 days notice. The holder may either accept the prepayment or
request that it be immediately converted to shares of the Company at the
conversion price. On October 7, 2010,
the Company issued a $12,000 convertible note to a shareholder of the Company
for proceeds of $12,000. The convertible note is unsecured and bears interest at
5% per annum. Principal and accrued interest is repayable on demand commencing
six months from the date of issuance being April 7, 2011. The note can be
converted into shares of the Company, in whole or in part, at any time prior to
maturity, at a conversion price equal to 30% of the average closing bid price
for the three business days prior to the notice of conversion as quoted on the
Pink Sheets quotation system.  The Company analyzed the financial
instrument under ASC 815, Derivatives and Hedging, and determined that the
embedded conversion feature did not meet the characteristics of a derivative
instrument. The Company recognized the intrinsic value of the embedded
beneficial conversion feature of $12,000 as additional paid-in capital and
reduced the carrying value of the convertible promissory note to $nil. The
carrying value will be accreted over the term of the convertible promissory note
up to its face value of $12,000. As at February 28, 2011, the carrying value of
the convertible promissory note was $6,096.  The note may be repaid by the
Company, in whole or in part, at any time with 10 days notice. The holder may
either accept the prepayment or request that it be immediately converted to
shares of the Company at the conversion price. On October 15,
2010, the Company issued a $25,000 convertible note to a shareholder of the
Company for proceeds of $10,000, $2,826 of equipment purchased and $12,174 of
expenses incurred on behalf of the Company. The convertible note is unsecured
and bears interest at 5% per annum. Principal and accrued interest is repayable
on demand commencing one year from the date of issuance October 15, 2011.
The note can be converted into shares of the Company, in whole or in part,
at any time prior to maturity, at a conversion price equal to 30% of the average
closing bid price for the three business days prior to the notice of conversion
as quoted on the Pink Sheets quotation system.  The Company analyzed the
financial instrument under ASC 815, Derivatives and Hedging, and determined
that the embedded conversion feature did not meet the characteristics of a
derivative instrument. The Company recognized the intrinsic value of the
embedded beneficial conversion feature of $25,000 as additional paid-in capital
and reduced the carrying value of the convertible promissory note to $Nil. The
carrying value will be accreted over the term of the convertible promissory note
up to its face value of $25,000. As at February 28, 2011, the carrying value of
the convertible promissory note was $2,159.  The note may be repaid by the
Company, in whole or in part, at any time with 10 days notice. The holder may
either accept the prepayment or request that it be immediately converted to
shares of the Company at the conversion price. On October 21,
2010, the Company issued a $7,459 convertible note to a shareholder of the
Company for $7,459 of expenses incurred on behalf of the Company. The
convertible note is unsecured and bears interest at 5% per annum. Principal and
accrued interest is repayable on demand commencing one year from the date of
issuance being October 21, 2011. The note can be converted into shares of
the Company, in whole or in part, at any time prior to maturity, at a conversion
price equal to 30% of the average closing bid price for the three business days
prior to the notice of conversion as quoted on the Pink Sheets quotation system.
 The Company analyzed the financial instrument under ASC 815, Derivatives
and Hedging, and determined that the embedded conversion feature did not meet
the characteristics of a derivative instrument. The Company recognized the
intrinsic value of the embedded beneficial conversion feature of $7,459 as
additional paid-in capital and reduced the carrying value of the convertible
promissory note to $nil. The carrying value will be accreted over the term of
the convertible promissory note up to its face value of $7,459. As at February
28, 2011, the carrying value of the convertible promissory note was $1,313.
 The note may be repaid by the Company, in whole or in part, at any time
with 10 days notice. The holder may either accept the prepayment or request that
it be immediately converted to shares of the Company at the conversion
price.  On November 8,
2010, the Company issued a $10,000 convertible note to a shareholder of the
Company for proceeds of $10,000. The convertible note is unsecured and bears
interest at 5% per annum. Principal and accrued interest is repayable on demand
commencing six months from the date of issuance being May 8, 2011. The note
can be converted into shares of the Company, in whole or in part, at any time
prior to maturity, at a conversion price        equal to 30% of the
average closing bid price for the three business days prior to the notice of
conversion as quoted on the Pink Sheets quotation system.  The Company
analyzed the financial instrument under ASC 815, Derivatives and Hedging, and
determined that the embedded conversion feature did not meet the characteristics
of a derivative instrument. The Company recognized the intrinsic value of the
embedded beneficial conversion feature of $10,000 as additional paid-in capital
and reduced the carrying value of the convertible promissory note to $nil. The
carrying value will be accreted over the term of the convertible promissory note
up to its face value of $10,000. As at February 28, 2011, the carrying value of
the convertible promissory note was $3,175.  The note may be repaid by the
Company, in whole or in part, at any time with 10 days notice. The holder may
either accept the prepayment or request that it be immediately converted to
shares of the Company at the conversion price. On January 14,
2011, the Company issued a $24,500 convertible note to a shareholder of the
Company for proceeds of $24,500. The convertible note is unsecured and bears
interest at 5% per annum. Principal and accrued interest is repayable on demand
commencing six months from the date of issuance being July 14, 2011.
The note can be converted into shares of the Company, in whole or in part,
at any time prior to maturity, at a conversion price equal to 30% of the average
closing bid price for the three business days prior to the notice of conversion
as quoted on the Pink Sheets quotation system.  The Company analyzed the
financial instrument under ASC 815, Derivatives and Hedging, and determined
that the embedded conversion feature did not meet the characteristics of a
derivative instrument. The Company recognized the intrinsic value of the
embedded beneficial conversion feature of $24,500 as additional paid-in capital
and reduced the carrying value of the convertible promissory note to $nil. The
carrying value will be accreted over the term of the convertible promissory note
up to its face value of $24,500. As at February 28, 2011, the carrying value of
the convertible promissory note was $1,347.  The note may be repaid by the
Company, in whole or in part, at any time with 10 days notice. The holder may
either accept the prepayment or request that it be immediately converted to
shares of the Company at the conversion price.  On February 2,
2011, the Company issued a $82,685 convertible note to a shareholder of the
Company for proceeds of $71,000 and payment of $11,685 of expenses on behalf of
the Comapny. The convertible note is unsecured and bears interest at 5% per
annum. Principal and accrued interest is repayable on demand commencing six
months from the date of issuance being August 2, 2011. The note can be
converted into shares of the Company, in whole or in part, at any time prior to
maturity, at a conversion price equal to 30% of the average closing bid price
for the three business days prior to the notice of conversion as quoted on the
Pink Sheets quotation system.  The Company analyzed the financial
instrument under ASC 815, Derivatives and Hedging, and determined that the
embedded conversion feature did not meet the characteristics of a derivative
instrument. The Company recognized the intrinsic value of the embedded
beneficial conversion feature of $82,685 as additional paid-in capital and
reduced the carrying value of the convertible promissory note to $nil. The
carrying value will be accreted over the term of the convertible promissory note
up to its face value of $82,685. As at February 28, 2011, the carrying value of
the convertible promissory note was $1,072.  The note may be repaid by the
Company, in whole or in part, at any time with 10 days notice. The holder may
either accept the prepayment or request that it be immediately converted to
shares of the Company at the conversion price.  During the nine
month period ended February 28, 2011, the Company issued convertible notes
totaling $45,925 to a shareholder of the Company for $45,925 of expenses paid on
behalf of the Company. The convertible notes are unsecured and bear interest at
5% per annum. Principal and accrued interest is repayable on demand commencing
six months from the date of issuance. The notes can be converted into
shares of the Company, in whole or in part, at any time prior to maturity, at a
conversion price equal to 30% of the average closing bid price for the three
business days prior to the notice of conversion as quoted on the Pink Sheets
quotation system.  The Company analyzed the financial instrument under ASC
815, Derivatives and Hedging, and determined that the embedded conversion
feature did not meet the characteristics of a derivative instrument. The Company
recognized the intrinsic value of the embedded beneficial conversion features of
$45,925 as additional paid-in capital and reduced the carrying value of the
convertible promissory notes to $nil. The carrying value will be accreted over
the term of the convertible promissory notes up to their aggregate face value of
$45,925. As at February 28, 2011, the carrying value of the convertible
promissory notes was $24,343.  The notes may be repaid by the Company, in
whole or in part, at any        time with 10 days
notice. The holder may either accept the prepayment or request that it be
immediately converted to shares of the Company at the conversion price. Management believes
that our cash will not be sufficient to meet our working capital requirements
for the next twelve month period. We plan to raise the capital required to
satisfy our immediate short-term needs and additional capital required to meet
our funding requirements for the next twelve months primarily through future
debt or equity financing.  There is no assurance that we will be able to
obtain further funds required for our continued working capital requirements.
 If we are not able to obtain additional funds on a timely basis, we will
be unable to conduct our operations as planned. In such event, we will be forced
to scale down or perhaps even cease our operations. Going Concern There is substantial doubt about
our ability to continue as a going concern as the continuation of our business
is dependent upon the continued financial support from our stockholders, our
ability to obtain necessary equity financing to continue operations, and
achieving a profitable level of operations.  The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders.  Obtaining commercial loans,
assuming those loans would be available, will increase our liabilities and
future cash commitments. Because we have a working capital
deficit, have generated minimal revenues, and have incurred losses from
operations since inception, in their report on our audited financial statements
for the year ended May 31, 2010, our independent auditors included an
explanatory paragraph regarding substantial doubt about our ability to continue
as a going concern.  Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors. Off-Balance Sheet
Arrangements We have no off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to our stockholders. Item 3. Quantitative and
Qualitative Disclosures About Market Risk. Not applicable. Item 4T. Controls and
Procedures. As required by Rule 13a-15 under
the Securities Exchange Act of 1934, we have carried out an evaluation of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this quarterly report, being February 28, 2011. This
evaluation was carried out under the supervision and with the participation of
our management, including our president (our principal executive officer,
principal financial officer, and principal accounting officer). Our management does not expect
that our disclosure controls or our internal controls over financial reporting
will prevent all error and fraud.  A control system, no matter how well
conceived and operated, can provide only reasonable, but not absolute, assurance
that the objectives of a control system are met.  Further, any control
system reflects limitations on resources, and the benefits of a control system
must be considered relative to its costs.  These limitations also include
the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake.  Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of a control.
 The design of a control system is also based upon certain assumptions
about potential future conditions; over time, currently implemented controls may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or        procedures may deteriorate.
 Due to the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and may not be detected. Based upon that evaluation, our
president concluded that our disclosure controls and procedures were ineffective
as at the end of the period covered by this quarterly report. The Company has
made certain changes in its internal controls over financial reporting that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect our internal control over financial
reporting due to the acquisition of Cycle Ranch.  The Company has added
additional personnel to assist with operations and record keeping. Disclosure controls and
procedures are controls and other procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the applicable time periods specified in the Securities and Exchange
Commissions  rules and forms.  Disclosure controls and procedures
include controls and procedures which are designed to ensure that information
required to be disclosed in our reports filed under the Securities Exchange Act
of 1934 is accumulated and communicated to management, including our president
to allow timely decisions regarding required disclosure. PART II - OTHER
INFORMATION Item 1. Legal
Proceedings. We know of no material, active or
pending legal proceedings against our company, nor are we involved as a
plaintiff in any material proceeding or pending litigation.  There are no
proceedings in which our director and officer, or affiliates, or any registered
or beneficial shareholder, is an adverse party or has a material interest
adverse to our interest. Item 1A. Risk Factors. In addition to other information
in this quarterly report, the following risk factors should be carefully
considered in evaluating our business because such factors may have a
significant impact on our business, operating results, liquidity and financial
condition.  As a result of the risk factors set forth below, actual results
could differ materially from those projected in any forward-looking statements.
 Additional risks and uncertainties not presently known to us, or that we
currently consider to be immaterial, may also impact our business, operating
results, liquidity and financial condition.  If any such risks occur, our
business, operating results, liquidity and financial condition could be
materially affected in an adverse manner.  Under such circumstances, the
trading price of our securities could decline, and you may lose all or part of
your investment. Risks Related to Our
Business Our independent auditors have
expressed substantial doubt about our ability to continue as a going
concern. We incurred a net loss of
$4,616,580 for the period from November 15, 2006 (date of inception) to February
28, 2011.  On February 28, 2011, we had cash of $21,006.  Should we
require additional funding, we intend to raise the money required to fund our
operations from the sale of our equity or debt securities; however, there can be
no assurance that we will be able to do so.  Because we have only generated
minimal revenue during the quarter ended February 28, 2011, and have incurred a
loss from operations since our inception, our independent auditors included an
explanatory paragraph in their report dated September 24, 2010, for the year
ended May 31, 2010, 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 led 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. Our president has had limited
experience in managing a publicly traded company. Our president, Mark K. Ryun, has
had limited experience in managing a publicly traded company.  Such
responsibilities include complying with federal securities laws and making
required disclosures on a timely basis.  There can be no assurance that our
president will be able to implement programs and policies in an effective and
timely manner that adequately respond to such legal and regulatory compliance
and reporting requirements.  Further, this could impair our ability to
comply with legal and regulatory requirements such as those imposed by the
Sarbanes-Oxley Act of 2002.  Our failure to do so could lead to the
imposition of fines and penalties and further result in the deterioration of our
business. The loss of the services of
our president would disrupt our operations and interfere with our ability to
compete. We depend upon the continued
contributions of our president, Mark K. Ryun.  We only have one employee,
our president, secretary, treasurer and director, Mark K. Ryun.  He handles
all of the responsibilities in the area of corporate administration, business
development and research.  We do not carry key person life insurance on Mr.
Ryuns life and the loss of his services could disrupt our operations and
interfere with our ability to compete with others. Risks Associated With Our
Common Stock There is no active trading
market for our common stock and if a market for our common stock does not
develop, our investors will be unable to sell their shares. There has been a limited trading
market for shares of our common stock on the Pink OTC Markets
(www.otcmarkets.com).  As a result, our stockholder may find it difficult
to dispose of, or to obtain accurate quotations of the price of, shares of our
common stock.  This severely limits the liquidity of shares of our common
stock and has a material adverse effect on the market price for shares of our
common stock and on our ability to raise additional capital.  An active
public market for shares of our common stock may not develop, or if one should
develop, it may not be sustained, and as a result, investors may not be able to
resell shares of our common stock that they have purchased and may lose all of
their investment. We do not intend to pay
dividends on any investment in the shares of our common stock. We have never paid any cash
dividends and currently do not intend to pay any dividends for the foreseeable
future.  To the extent that we require additional funding currently not
provided for in our financing plan, our funding sources may prohibit the payment
of a dividend.  Because we do not intend to declare dividends, any gain on
an investment in our company will need to come through an increase in the
stocks price.  This may never happen and investors may lose all of their
investment in our company. Our stock is a penny stock.
 Trading of our stock may be restricted by the Securities and Exchange
Commissions penny stock regulations which may limit a stockholders ability to
buy and sell our stock.        Our stock is a penny stock.
 The Securities and Exchange Commission has adopted Rule 15g-9 which
generally defines penny stock to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions.  Our securities are covered
by the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
accredited investors.  The term accredited investor refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse.  The penny stock rules require a broker-dealer, prior to
a transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission which provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customers account.  The bid and offer quotations, and the
broker-dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customers confirmation.
 In addition, the penny stock rules require that prior to a transaction in
a penny stock not otherwise exempt from these rules; the broker-dealer must make
a special written determination that the penny stock is a suitable investment
for the purchaser and receive the purchasers written agreement to the
transaction.  These disclosure requirements may have the effect of reducing
the level of trading activity in the secondary market for the stock that is
subject to these penny stock rules.  Consequently, these penny stock rules
may affect the ability of broker-dealers to trade our common stock.  We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock. Financial Industry Regulatory
Authority (FINRA) sales practice requirements may also limit a stockholders
ability to buy and sell our stock. In addition to the penny stock
rules promulgated by the Securities and Exchange Commission described above,
FINRA has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer.  Prior to recommending
speculative low priced securities to their non-institutional customers,
broker-dealers must make reasonable efforts to obtain information about the
customers financial status, tax status, investment objectives and other
information. Under interpretations of these rules, FINRA believes that there is
a high probability that speculative low priced securities will not be suitable
for at least some customers.  FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may
limit your ability to buy and sell our stock and have an adverse effect on the
market for our shares. Because we can issue
additional shares of common stock, our stockholders may experience
dilution. We are authorized to issue up to
1,500,000,000 shares of common stock, of which 819,000,000 are issued and
outstanding.  Our board of directors has the authority to cause our company
to issue additional shares of common stock without the consent of any of our
stockholders. Consequently, our stockholders may experience dilution in their
ownership of our company in the future. If we fail to file our
required filings with the Securities and Exchange Commission in an accurate and
timely manner, our common stock may be no longer quoted on the OTC Bulletin
Board.  If this happens, our stockholders would have difficulty in
reselling any of their shares. If we fail to file our required
filings with the Securities and Exchange Commission in an accurate and timely
manner, the Financial Industry Regulatory Authority may determine that our
common stock is no longer eligible for quotation on the OTC Bulletin Board and
remove our common stock from the OTC Bulletin Board quotations.  If this
happens, then market makers would no longer be able to enter quotations for our
common stock through the OTC Bulletin Board and our stockholders would have
difficulty in reselling any of their shares. A prolonged decline in the
price of our common stock could affect our ability to raise further working
capital and adversely impact our ability to continue operations.        A prolonged decline in the price
of our common stock could reduce liquidity of our common stock and reduce our
ability to raise capital. Because a significant portion of our operations have
been and will be financed through the sale of equity securities, a decline in
the price of our common stock could be especially detrimental to our liquidity
and our operations. Such reductions may force us to reallocate funds from other
planned uses and may have a significant negative effect on our business plan and
operations, including our ability to continue our current operations.  If
our stock price declines, we can offer no assurance that we will be able to
raise additional capital or generate funds from operations sufficient to meet
our obligations.  If we are unable to raise sufficient capital in the
future, we may not be able to have the resources to continue our normal
operations. The market price for our common
stock may also be affected by our ability to meet or exceed expectations of
analysts or investors.  Any failure to meet these expectations, even if
minor, may have a material adverse effect on the market price of our common
stock. Item 2. Unregistered Sales of
Equity Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior
Securities. None. Item 4. (Removed and
Reserved). Item 5. Other
Information. None.        Item 6. Exhibits. ExhibitNumber
Description3.1
Articles of Incorporation (incorporated by
reference from our registration statement on Form SB-2 filed on September
10, 2007, as amended)3.2
Bylaws (incorporated by reference from our
registration statement on Form SB-2 filed on September 10, 2007, as
amended)3.3
Amended Bylaws (incorporated by reference from our
registration statement on Form SB-2 filed on September 10, 2007, as
amended)3.4
Certificate of Amendment (incorporated herein by
reference to our Current Report on Form 8K filed June 2, 2010)10.1
Securities Purchase Agreement with the Good One,
Inc., and associated companies (incorporated by reference from our Current
Report on Form 8K filed on September 24, 2010)21*
Subsidiary of Here Enterprises, Inc.:31*
Section 302 Certification of Mark K. Ryun32*
Section 906 Certification of Mark K. Ryun * Filed herewith.         SIGNATURES Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized. HERE ENTERPRISES, INC. By:
/s/ Mark K. RyunMark K. RyunPresident, Secretary, Treasurer and Director(Principal Executive Officer, Principal Financial
Officerand Principal Accounting Officer)Date: April 19, 2011