---

|UNITED STATES                     
|----------------------------------
|SECURITIES AND EXCHANGE COMMISSION
|Washington, D.C. 20549            
|                                  
|FORM 10-QSB/A                     

(Mark One)

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

For the quarterly period ended August 31, 2007

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

For the transition period from__________to __________

Commission file number 333-145955

HERE ENTERPRISES,
INC.(Exact name of registrant as specified in its
charter)

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

There are 8,190,000 shares of common stock issued and
outstanding as of November 23, 2007.

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

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- 2 -

PART I - FINANCIAL INFORMATION

|Item 1. Financial Statements.
|-----------------------------

It is the opinion of management that the interim consolidated
financial statements for the three months ended August 31, 2007, include all
adjustments necessary in order to ensure that the interim consolidated financial
statements are not misleading.

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

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- 3 -

Here Enterprises, Inc.(A Development Stage Company)
August 31, 2007

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

---

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

|                                                          |  | August 31,  |   |  | May 31, |  
|--------------------------------------------------------- |  | ----------- | - |  | ------- | -
|                                                          |  | 2007        |   |  | 2007    |  
|                                                          |  | $           |   |  | $       |  
|                                                          |  | (Unaudited) |   |  |         |  
|Current Assets                                            |  |             |   |  |         |  
|Cash                                                      |  | 66,771      |   |  | 79,647  |  
|Accounts receivable                                       |  | 1,824       |   |  | 841     |  
|Prepaid expenses                                          |  | -           |   |  | 2,500   |  
|Total Current Assets                                      |  | 68,595      |   |  | 82,988  |  
|Property and equipment (Note 3)                           |  | 3,298       |   |  | 3,541   |  
|Website (Note 4)                                          |  | 6,454       |   |  | 5,982   |  
|Total Assets                                              |  | 78,347      |   |  | 92,511  |  
|                                                          |  |             |   |  |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                      |  |             |   |  |         |  
|Current Liabilities                                       |  |             |   |  |         |  
|Accrued liabilities                                       |  | 8,129       |   |  | 2,504   |  
|Due
      to related parties (Note 5(a))                  |  | 11,898      |   |  | 11,736  |  
|Total Current Liabilities                                 |  | 20,027      |   |  | 14,240  |  
|Nature of Operations and Continuance of Business (Note 1) |  |             |   |  |         |  
|Stockholders Equity                                      |  |             |   |  |         |  
|Common stock                                              |  |             |   |  |         |  
|Authorized:
      75,000,000 shares, par value $0.001     |  |             |   |  |         |  
|Issued and outstanding:
      8,190,000 shares            |  | 8,190       |   |  | 8,190   |  
|Additional paid-in capital                                |  | 72,810      |   |  | 72,810  |  
|Donated capital (Note 5(b))                               |  | 19,125      |   |  | 12,375  |  
|Accumulated other
      comprehensive income              |  | 382         |   |  | 330     |  
|Deficit accumulated during the development stage          |  | (42,187     | ) |  | (15,434 | )
|Total Stockholders Equity                                |  | 58,320      |   |  | 78,271  |  
|Total Liabilities
      and Stockholders Equity          |  | 78,347      |   |  | 92,511  |  

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

F1

---

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

|                                                              |  | Accumulated from    |   |  |              |   |  | Period from         |  
|------------------------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------------- | -
|                                                              |  | November 15,        |   |  |              |   |  | November 15,        |  
|                                                              |  | 2006                |   |  | Three Months |   |  | 2006                |  
|                                                              |  | (Date of Inception) |   |  | Ended        |   |  | (Date of Inception) |  
|                                                              |  | to August 31,       |   |  | August 31,   |   |  | to May 31,          |  
|                                                              |  | 2007                |   |  | 2007         |   |  | 2007                |  
|                                                              |  | $                   |   |  | $            |   |  | $                   |  
|                                                              |  |                     |   |  |              |   |  |                     |  
|Revenue                                                       |  | 6,140               |   |  | 2,622        |   |  | 3,518               |  
|Operating Expenses                                            |  |                     |   |  |              |   |  |                     |  
|Amortization                                                  |  | 1,861               |   |  | 886          |   |  | 975                 |  
|General and administrative (Note 5(b))                        |  | 46,466              |   |  | 28,489       |   |  | 17,977              |  
|                                                              |  | ,                   |   |  | ,            |   |  |                     |  
|Total Operating
      Expenses                                |  | 48,327              |   |  | 29,375       |   |  | 18,952              |  
|Net Loss                                                      |  | (42,187             | ) |  | (26,753      | ) |  | (15,434             | )
|Other Comprehensive Income                                    |  |                     |   |  |              |   |  |                     |  
|Foreign currency translation adjustments                      |  | 382                 |   |  | 52           |   |  | 330                 |  
|Comprehensive Loss                                            |  | (41,805             | ) |  | (26,701      | ) |  | (15,104             | )
|                                                              |  |                     |   |  |              |   |  |                     |  
|Net Loss Per Share
       Basic and Diluted                  |  |                     |   |  |             |   |  |                    |  
|                                                              |  |                     |   |  |              |   |  |                     |  
|Weighted Average
      Shares Outstanding  Basic and Diluted |  |                     |   |  | 8,190,000    |   |  | 3,388,000           |  

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

F2

---

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

|                                                             |  |              |   |  | Period From         |  
|------------------------------------------------------------ |  | ------------ | - |  | ------------------- | -
|                                                             |  | Three Months |   |  | November 15,        |  
|                                                             |  | Ended        |   |  | 2006                |  
|                                                             |  | August 31,   |   |  | (Date of Inception) |  
|                                                             |  | 2007         |   |  | to May 31, 2007     |  
|                                                             |  | $            |   |  | $                   |  
|Operating Activities                                         |  |              |   |  |                     |  
|Net loss for the period                                      |  | (26,753      | ) |  | (15,434             | )
|Adjustments to reconcile
      net loss to net cash provided |  |              |   |  |                     |  
|by (used in) operating activities:                           |  |              |   |  |                     |  
|Amortization                                                 |  | 886          |   |  | 975                 |  
|Donated
      services and rent                              |  | 6,750        |   |  | 12,375              |  
|Changes in operating assets and liabilities:                 |  |              |   |  |                     |  
|Accounts
      receivable                                    |  | (983         | ) |  | (841                | )
|Prepaid expenses                                             |  | 2,500        |   |  | (2,500              | )
|Accrued
      liabilities                                    |  | 5,625        |   |  | 2,504               |  
|Due to related parties                                       |  | 162          |   |  | 3,891               |  
|Net Cash Provided By (Used In) Operating Activities          |  | (11,813      | ) |  | 970                 |  
|Investing Activities                                         |  |              |   |  |                     |  
|Website development costs                                    |  | (994         | ) |  | (2,103              | )
|Net Cash Used in
      Investing Activities                  |  | (994         | ) |  | (2,103              | )
|Financing Activities                                         |  |              |   |  |                     |  
|Proceeds from issuance of common stock                       |  |             |   |  | 81,000              |  
|Net Cash Provided by Financing Activities                    |  |             |   |  | 81,000              |  
|Effect of Exchange
      Rate Changes on Cash                |  | (69          | ) |  | (220                | )
|Change in Cash                                               |  | (12,876      | ) |  | 79,647              |  
|Cash, Beginning of
      Period                              |  | 79,647       |   |  |                    |  
|Cash, End of Period                                          |  | 66,771       |   |  | 79,647              |  
|Non-cash Investing and Financing Activities                  |  |              |   |  |                     |  
|Property and equipment
      acquired from a related party   |  |             |   |  | 3,515               |  
|Website acquired from a related party                        |  |             |   |  | 4,330               |  
|Supplemental Disclosures                                     |  |              |   |  |                     |  
|Interest paid                                                |  |             |   |  |                    |  
|Income taxes paid                                            |  |             |   |  |                    |  

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

F3

---

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

|1. | Nature of Operations and Continuance of
Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Here Enterprises, Inc. (the Company) was incorporated
      in the state of Nevada on November 15, 2006. On December 12, 2006, the
      Company incorporated Here Network Corp. (the Subsidiary), a company
      incorporated in the province of British Columbia, Canada. On December 12,
      2006, the Subsidiary acquired a website www.dinehere.ca which provides
      restaurant listings and reviews to a broad spectrum of Internet visitors.
      The Company derives advertising revenue from this website. The Company is
      a development stage company as defined by Statement of Financial
      Accounting Standard (SFAS) No. 7, Accounting and Reporting for
      Enterprises in the Development Stage.                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | These consolidated financial statements have been
      prepared on a going concern basis, which implies the Company will continue
      to realize it assets and discharge its liabilities in the normal course of
      business. As of August 31, 2007, the Company has generated minimal revenue
      and incurred loss from operations of $42,187 since inception. The
      continuation of the Company as a going concern is dependent upon the
      continued financial support from its shareholders, the ability of the
      Company to obtain necessary equity financing to continue operations, and
      the attainment of profitable operations. These factors raise substantial
      doubt regarding the Companys ability to continue as a going concern.
      These financial statements do not include any adjustments to the
      recoverability and classification of recorded asset amounts and
      classification of liabilities that might be necessary should the Company
      be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company intends to fund operations through revenue
      and equity financing arrangements, which may be insufficient to fund its
      capital expenditures, working capital and other cash requirements for the
      year ending May 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Summary of Significant Accounting
  Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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

F4

---

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

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

| | e) | Financial Instruments and Concentrations                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The fair values of financial instruments which include
      cash, accounts receivable, accrued liabilities, and amounts due to related
      parties were estimated to approximate their carrying values due to the
      immediate or relatively short maturity of these instruments.                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The Companys operations are in Canada and virtually all
      of its assets and liabilities are giving rise to significant exposure to
      market risks from changes in foreign currency rates. The financial risk is
      the risk to the Companys operations that arise from fluctuations in
      foreign exchange rates and the degree of volatility of these rates.
      Currently, the Company does not use derivative instruments to reduce its
      exposure to foreign currency risk.              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | Financial instruments that potentially subject the
      Company to a concentration of credit risk consist primarily of cash and
      accounts receivable. The Company limits its exposure to credit loss by
      placing its cash with high credit quality financial institutions. The
      Company does not require collateral and establishes an allowance for
      doubtful accounts based on the age of the receivable and the specific
      identification of receivables the Company considers at risk.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | For the period ended August 31, 2007, revenue from a
      single customer represented 100% of total revenue. As at August 31, 2007,
      100% of accounts receivable is with this customer.                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | e) | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | Property and equipment are recorded at cost. Amortization
      has been provided using the following rates and
methods:                                                                                                                                                                                                                                                                                                                                                                                           

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

| | f) | Website                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company recognizes the costs associated with
      developing a website in accordance with the American Institute of
      Certified Public Accountants Statement of Position No. 98-1, Accounting
      for the Costs of Computer Software Developed or Obtained for Internal
      Use. Relating to website development costs the Company follows the
      guidance pursuant to the Emerging Issues Task Force No. 00-2, Accounting
      for Website Development Costs.                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company acquired its website from a third party. The
      Company is capitalizing costs of computer software obtained for internal
      use in web design and network operations. These capitalized costs will be
      amortized based on their estimated useful life over three years. Payroll
      and related costs will not be capitalized, as the amounts principally
      relate to maintenance. Internal costs related to the development of
      website content will be expensed as incurred.                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | g) | Long-lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | In accordance with SFAS No. 144, Accounting for the
      Impairment or Disposal of Long-Lived Assets, the carrying values of
      intangible assets and other long-lived assets are reviewed on a regular
      basis for the existence of facts or circumstances that may suggest
      impairment. The Company recognizes impairment when the sum of the expected
      undiscounted future cash flows is less than the carrying amount of the
      asset. Impairment losses, if any, are measured as the excess of the
      carrying amount of the asset over its estimated fair value.                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | h) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The functional currency of the Subsidiary is the Canadian
      dollar. The financial statements of the Subsidiary are translated to
      United States dollars under the current rate method in accordance with
      SFAS No. 52 Foreign Currency Translation. Under the current rate method,
      all assets and liabilities are translated at the rates of exchange in
      effect at the balance sheet date and revenues and expenses are translated
      at the average rates of exchange during the year. The effect of this
      translation is recorded in a separate component of stockholders equity. A
      cumulative translation adjustment of $382 as of August 31, 2007 has been
      included in accumulated other comprehensive income in the accompanying
      consolidated balance sheet.

F5

---

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

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

| | h) | Foreign Currency Translation (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | Transactions in foreign currencies are recorded at the
      approximate rate of exchange at the transaction date. Assets and
      liabilities resulting from these transactions are translated at the rate
      of exchange in effect at the balance sheet date. All differences are
      recorded in the results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | i) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | The Company accounts for income taxes using the asset and
      liability method in accordance with SFAS No. 109, Accounting for 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 pay per click
      advertising placed on its website. The Company recognizes this advertising
      revenue in accordance with Securities and Exchange Commission Staff
      Accounting Bulletin No. 104, Revenue Recognition in Financial Statements
      when the price is fixed or determinable, persuasive evidence of an
      arrangement exists, the revenue has been earned, and collectibility is
      reasonably assured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | k) | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | SFAS No. 130, Reporting Comprehensive Income,
      establishes standards for the reporting and display of comprehensive
      income and its components in the financial statements. As at August 31,
      2007 and May 31, 2007, the Companys only component of comprehensive loss
      consisted of foreign currency translation adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | l) | Earnings (Loss) per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | The Company computes earnings (loss) per share in
      accordance with SFAS No. 128, Earnings per Share (SFAS No.
      128). SFAS No. 128 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.                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | m) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | In February 2007, the Financial Accounting Standards
      Board (FASB) issued SFAS No. 159, The Fair Value Option for Financial
      Assets and Financial Liabilities  Including an Amendment of FASB
      Statement No. 115. This statement permits entities to choose to measure
      many financial instruments and certain other items at fair value. Most of
      the provisions of SFAS No. 159 apply only to entities that elect the fair
      value option. However, the amendment to SFAS No. 115 Accounting for
      Certain Investments in Debt and Equity Securities applies to all entities
      with available-for-sale and trading securities. SFAS No. 159 is effective
      as of the beginning of an entitys first fiscal year that begins after
      November 15, 2007. Early adoption is permitted as of the beginning of a
      fiscal year that begins on or before November 15, 2007, provided the
      entity also elects to apply the provision of SFAS No. 157, Fair Value
      Measurements. The adoption of this statement is not expected to have a
      material effect on the Company's future reported financial position or
      results of operations.

F6

---

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

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

| | (m) | Recent Accounting Pronouncements
  (continued)
| | --- | ----------------------------------------------

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

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

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

|                              |  |       |  |  |                 |  |  |          |  |  | May 31,  | 
|----------------------------- |  | ----- |  |  | --------------- |  |  | -------- |  |  | -------- | 
|                              |  |       |  |  | August 31, 2007 |  |  |          |  |  | 2007     | 
|                              |  |       |  |  | Accumulated     |  |  | Net Book |  |  | Net Book | 
|                              |  | Cost  |  |  | Amortization    |  |  | Value    |  |  | Value    | 
|                              |  | $     |  |  | $               |  |  | $        |  |  | $        | 
|                              |  |       |  |  |                 |  |  |          |  |  |          | 
|Computer hardware             |  | 3,139 |  |  | 348             |  |  | 2,791    |  |  | 3,013    | 
|Furniture and
      equipment |  | 544   |  |  | 37              |  |  | 507      |  |  | 528      | 
|                              |  |       |  |  |                 |  |  |          |  |  |          | 
|                              |  | 3,683 |  |  | 385             |  |  | 3,298    |  |  | 3,541    | 

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

August 31,
    
    
    May 31,2007
    
    
    2007$
    
    
    $Website
    
    8,017
    
    
    6,935Less: Accumulated
      amortization
    
    (1,563
    )
    
    (953
    )Net Carrying Value
    
    6,454
    
    
    5,982


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

$Remainder of 2008
    
      2,0622009
    
      2,6722010
    
      1,7206,454


F7

---

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

|5. | Related Party Transactions
|-- | --------------------------

| | a) | As at August 31, 2007, the Company was indebted to the
      directors of the Company in the amount of $11,898 (May 31, 2007 -
      $11,736), which is non-interest bearing, unsecured, and due on
    demand.                                                                                                                                                                                              
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                              
| | b) | The President of the Company provided management services
      and office premises to the Company at no charge. The donated services are
      valued at $2,000 per month and office premises are valued at $250 per
      month. During the three months ended August 31, 2007, $6,000 in donated
      services and $750 in donated rent were charged to operations and recorded
      as donated capital.

F8

---

- 4 -

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

FORWARD-LOOKING STATEMENTS

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

Our interim consolidated financial statements are stated in
United States dollars and are prepared in accordance with United States
generally accepted accounting principles. The following discussion should be
read in conjunction with our interim consolidated financial statements and the
related notes that appear elsewhere in this quarterly report.

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

FUTURE OPERATIONS

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

Goals

We have the following goals for the next twelve months:

- Increase Traffic to Current Cities. We intend to continue to use
      both free and paid online and offline promotion opportunities to attract
      new traffic to our website. Management believes that increased traffic to
      our website will continue to result in increased advertising revenue. We
      believe that as we continue to attract more sophisticated advertisers, they
      will evaluate advertising opportunities on our website on a CPM basis (cost
      per thousand impressions) and that therefore more traffic will result in
      more revenue.
- Improved User Experience.We intend to continue to develop our website
      to improve ease of use and the volume of useful information available to
      the user. Management believes that furtherance of this goal will result
      in increased stickiness of the website, meaning that users will
      view more pages within the site and voluntarily return to the website more
      often, both of which should result in exposure to more ads and consequently
      more revenue. We intend to improve the user experience by increasing the
      amount of restaurant listings and reviews in existing cities as well as
      launching new cities as described below. Furthermore, we intend to launch
      an updated version of our website on January 15, 2008, which feature numerous
      improvements to the user experience.
- Launch New Cities.We currently offer restaurant listings and reviews
      in Vancouver, Victoria and Whistler. Over the course of the next twelve
      months, as described below, we intend to launch listings and reviews in
      Calgary, Toronto and Montreal.

---

- 5 -

- Actively Solicit Direct Advertisers.Concurrent with launch of our
      updated website, we intend to begin actively soliciting direct advertisers.
      To date our only source of advertising revenue has been through ad space
      that we make available for Googles Adsense ads. We currently have
      Adsense ads on every page of our website. These are ads served up through
      our site by Google to clients of their choosing. We intend to directly sell
      feature ad space throughout our website to targeted clients.

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

Milestones

The following is a chronological itemization of the milestones
  we hope to achieve over the 12 months ended August 2008. We are currently in
  the 4th month of the 12 month milestones listed below.

Months 1-2 Design and Data Collection of First New City,
Creation of Formal Rate Card and Solicitation of Feature Ads for Existing
Cities

During the first two months we plan to replace our existing website
  with a new version of Dine Here, referred to as Dine Here 2.0. This will be
  based on a new software platform and will feature a new design including an
  improved user interface. Dine Here 2.0 is scheduled for launch in January 2008.

During the first 2 months we will collect restaurant data for
the city of Calgary, Alberta. We intend to manually add this information that we
will source from various websites on the Internet. This work will primarily done
by our vice president, Michael McFadyen. We may also decide to hire one or more
data entry persons to enter in this data and thereby accelerate the process.
Management will make this decision based the availability of qualified personnel
at competitive rates.

We also intend to develop a formal advertising rate card and
samples of feature advertising to begin soliciting local businesses to place
feature ads on our website. Both our President and Vice President will then
begin contacting local businesses, including restaurants listed on our site, and
offering feature ads on our site.

Months 3-6 Launch of First New City, Design and Data
Collection for Second New City, Additional Listings and Reviews in Existing
Cities

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

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

Months 7-9 Hire Salesperson for First New City, Solicit
Feature Ads for First New City, Launch Second New City, Design and Data
Collection for Third New City

While we will be able to manage Adsense ads for any new cities
that we add, management believes that a local advertising sales representative
will be best suited to service each city to solicit feature ads. After each
successive city launch we will endeavor to hire a part time, commission-based,
local sales representative. Some of the methods we are considering to source new
employees include posting on our website and websites with localized listings
like www.craigslist.org. Depending on market conditions and the availability of
qualified personnel, we may or may not be successful at hiring a sales
representative. We expect to conduct the majority of our screening and interview
process over the Internet and telephone, but may incur additional expenses
related to travel in order to conduct in-person interviews should management
deem these necessary.

---

- 6 -

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

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

Months 10-12 Hire Salesperson for Second New City, Launch
Third New City, Review Software and Ad Sales Effectiveness

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

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

Increased Traffic to Website

We believe that in many ways, our goals are circularly
connected and that achieving these goals may result in a snowball effect that
helps assure continued growth. Specifically, website traffic, the user
experience and revenue are connected. We believe that the more traffic our
website gets the more accurate and complete the information on our website will
be. This is because users can update and expand the information on our site by
correcting and adding listings as well as providing reviews of restaurants. This
in turn improves the user experience and increases revenue. This is because the
more complete and accurate the information on our site, the more utility it
provides to the user. This in turn should result in more revenue because a
better user experience should result in more page views and thus more
advertising revenue. And circularly, an improved user experience may result in
more frequent visits and more traffic as word of the websites utility spreads
organically through a city.

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

Paid Internet Advertising

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

Further Website Optimization

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

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

---

- 7 -

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

Further Search Engine Free Submissions

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

Promotion via Restaurants and Industry Associations

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

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

Improved User Experience

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

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

Launch New Cities

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

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

Actively Solicit Direct Advertisers

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

---

- 8 -

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

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED AUGUST 31,
2007

During the three months ended August 31, 2007, we generated
revenues of $2,622 and our operating expenses were $29,375. General and
administrative costs were $28,489. Our directors provided management services,
valued at $2,000 per month, and office premises, valued at $250 per month, to us
at no charge. During the three months ended August 31, 2007, $6,000 in these
donated services and $750 in these donated rent were charged to operations and
thus are included in general and administrative costs of $28,489 mentioned
above.

LIQUIDITY AND CAPITAL RESOURCES

As of August 31, 2007, we had working capital of $48,568. Our
ongoing operating expenses and working capital requirements for the next twelve
months are broken down as follows:

Estimated Expenses for the Next Twelve
  Month Period

Operating expensesMarketing
    $4,000General and Administrative
    $6,000Legal and Accounting
    $45,000Website development costs
    $5,000Total
    $60,000


Financial Condition, Liquidity and Capital Resources

As of August 31, 2007, we had cash of $66,771 and working
capital of $48,568. We have suffered a net loss from inception. The ability of
our company to meet our financial liabilities and commitments is primarily
dependent upon the continued financial support of our directors and
shareholders, the continued issuance of equity to new shareholders, and our
ability to achieve and maintain profitable operations.

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

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

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on our audited financial
statements for the period ended May 31, 2007, our independent auditors included
an explanatory paragraph regarding substantial doubt about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

OFF-BALANCE SHEET ARRANGEMENTS

---

- 9 -

As of August 31, 2007, we had no off-balance sheet
arrangements, including any outstanding derivative financial statements,
off-balance sheet guarantees, interest rate swap transactions or foreign
currency contracts. We do not engage in trading activities involving
non-exchange traded contracts.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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

Website

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

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

Revenue Recognition

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

RISK FACTORS

In addition to other information in this quarterly report, the
following risk factors should be carefully considered in evaluating our business
because such factors may have a significant impact on our business, operating
results, liquidity and financial condition. As a result of the risk factors set
forth below, actual results could differ materially from those projected in any
forward-looking statements. Additional risks and uncertainties not presently
known to us, or that we currently consider to be immaterial, may also impact our
business, operating results, liquidity and financial condition. If any such
risks occur, our business, operating results, liquidity and financial condition
could be materially affected in an adverse manner. Under such circumstances, the
trading price of our securities could decline, and you may lose all or part of
your investment.

Risks Related to Our Business

Our limited operating history makes evaluation of our
business difficult.

We were incorporated in the State of Nevada on November 15,
2006 and our wholly owned subsidiary, Here Network Corp., was incorporated in
the Province of British Columbia on December 12, 2006. We commenced business
operations with the acquisition of dinehere.ca on December 12, 2006. Our limited
operating history makes it difficult to evaluate our business and prospects. We
have encountered, and expect to continue to encounter, many of the difficulties
and uncertainties frequently encountered by early stage companies, including
limited capital, delays in product development, marketing and sales obstacles
and delays, inability to gain customer acceptance of our products and services,
inability to attract and retain high-quality and talented executives and other
personnel and significant competition. We cannot be certain that we will
successfully address these risks. If we are unable to

---

- 10 -

address these risks, our business may not grow, our stock price
may suffer and/or we may be unable to stay in business.

The fact that we have not generated any significant revenues
since our incorporation raises substantial doubt about our ability to continue
as a going concern.

We have not generated significant revenues since our inception
on November 15, 2006. Since we are still in the early stages of operating
company and because of the lack of operating history, we will, in all
likelihood, continue to incur operating expenses without significant revenues
until our website gains significant popularity. Our primary source of funds has
been the sale of our common stock. We cannot assure that we will be able to
generate enough interest in our website. If we cannot attract a significant
customer base, we will not be able to generate any significant revenues or
income. In addition, if we are unable to establish and generate material
revenues, or obtain adequate future financing, our business will fail and you
may lose some or all of your investment in our common stock.

Our independent auditors have expressed substantial doubt
about our ability to continue as a going concern.

We incurred a net loss of $42,187 for the period from November
15, 2006 (date of inception) to August 31, 2007. On August 31, 2007, we had cash
of $66,771. Should we require additional funding, we intend to raise the money
required to fund our operations from the sale of our equity securities; however,
there can be no assurance that we will be able to do so. These circumstances
caused our independent auditors to include an explanatory paragraph in their
report dated July 24, 2007, regarding the substantial doubt about our ability to
continue as a going concern. Our consolidated financial statements contain
additional note disclosures describing the circumstances that lead to this
disclosure by our independent auditors.

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

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

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

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

- meet our capital needs;
- expand our systems effectively or efficiently or in a timely manner;
- allocate our human resources optimally;

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- 11 -

- identify and hire qualified employees or retain valued employees; or
- incorporate effectively the components of any business that we may acquire
  in our effort to achieve growth.

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

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

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

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

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

Our market is characterized by rapid technological change,
and if we fail to develop and market new technologies rapidly, we may not become
profitable in the future.

The Internet and the online commerce industry are characterized
by rapid technological change that could render our existing website obsolete.
The development of our website entails significant technical and business risks.
We can give no assurance that we will successfully use new technologies
effectively or adapt our website to customer requirements or needs. If our
management is unable, for technical, legal, financial, or other reasons, to
adapt in a timely manner in response to changing market conditions or customer
requirements, we may never become profitable which may result in the loss of all
or part of your investment.

We may face liability for information displayed on or
accessible via our website, and for other content and commerce-related
activities, which could reduce our net worth and working capital and increase
our operating losses.

We could face claims for errors, defamation, negligence or
copyright or trademark infringement based on the nature and content of
information displayed on or accessible via our website, which could aversely
affect our financial

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- 12 -

condition. Even to the extent that claims made against us do
not result in liability, we may incur substantial costs in investigating and
defending such claims.

We may be subject to liability based on statements made and
actions taken as a result of participation in restaurant reviews and listings by
our registered users. Based on links we provide to third-party websites, we
could also be subject to claims based upon online content we do not control that
is accessible from our website.

Our insurance, if any, may not cover all potential claims to
which we are exposed or may not be adequate to indemnify us for all liabilities
that may be exposed. Any imposition of liability that is not covered by
insurance or is in excess of insurance coverage would reduce our net worth and
working capital and increase our operating losses.

Our intellectual property rights are valuable and any
inability to protect them could reduce the value of our products, services and
brand.

Our trademarks, trade secrets, copyrights and other
intellectual property rights are important assets to us. There can be no
assurance that the protections provided by these intellectual property rights
will be adequate to prevent our competitors from misappropriating our technology
or that our competitors will not independently develop technologies that are
substantially equivalent or superior to our technology. There are events that
are outside our control that could pose a threat to our intellectual property
rights. Additionally, protecting our intellectual property rights is costly and
time consuming. Any increase in the unauthorized use of our intellectual
property could make it more expensive to do business and harm our operating
results.

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

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

With respect to any intellectual property rights claim, we may
have to pay damages or stop using technology found to be in violation of a third
partys rights. We may have to seek a license for the technology, which may not
be available on reasonable terms and may significantly increase our operating
expenses. The technology also may not be available for license to us at all. As
a result, we may also be required to develop alternative non-infringing
technology, which could require significant effort and expense. If we cannot
license or develop technology for the infringing aspects of our business, we may
be forced to limit our product and service offerings and may be unable to
compete effectively. Any of these results could harm our brand and operating
results.

Government regulation could adversely affect our business
prospects.

We do not know with certainty how existing laws governing
issues such as property ownership, copyright and other intellectual property
issues, taxation, illegal content, retransmission of media, personal privacy and
data protection will apply to the Internet or to the distribution of proprietary
content over the Internet. Most of these laws were adopted before the advent of
the Internet and related technologies and therefore do not address the unique
issues associated with the Internet and related technologies. Depending on how
these laws developed and are interpreted by the judicial system, they could have
the effect of:

- limiting the growth of the Internet;
- creating uncertainty in the marketplace that could reduce demand for our
  products and services;
- increasing our cost of doing business;

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- 13 -

- exposing us to significant liabilities associated with content distributed
  or accessed through our products or services; or
- leading to increased product and applications development costs, or
  otherwise harm our business.

Our senior management has never managed a public
company.

The individuals who now constitute our senior management have
never had responsibility for managing a publicly traded company. Such
responsibilities include complying with federal securities laws and making
required disclosures on a timely basis. There can be no assurance that our
senior management will be able to implement programs and policies in an
effective and timely manner that adequately respond to such increased legal,
regulatory compliance and reporting requirements. Further, this could impair our
ability to comply with legal and regulatory requirements such as those imposed
by the Sarbanes-Oxley Act of 2002. Our failure to do so could lead to the
imposition of fines and penalties and further result in the deterioration of our
business.

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

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

All of our assets and all of our directors and officers are
outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us
or any of our directors or officers.

All of our assets are located outside the United States and we
do not currently maintain a permanent place of business within the United
States. In addition, all of our directors and officers are nationals and/or
residents of countries other than the United States, and all or a substantial
portion of such persons assets are located outside the United States. As a
result, it may be difficult for investors to enforce within the United States
any judgments obtained against us or our officers or directors, including
judgments predicated upon the civil liability provisions of the securities laws
of the United States or any state thereof. Consequently, you may be effectively
prevented from pursuing remedies under U.S. federal securities laws against
them.

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

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

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

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

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- 14 -

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

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

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

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

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

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

Risks Associated With Our Common Stock

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

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

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- 15 -

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

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

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

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

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

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

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

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

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- 16 -

|Item 3. Controls and Procedures.
|--------------------------------

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

As of August 31, 2007, the end of the three month period
covered by this report, we carried out an evaluation, under the supervision and
with the participation of our management, including our president (who is also
acting as our principal executive officer, principal financial officer and
principal accounting officer), of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on the foregoing, our president
(who is also acting as our principal executive officer, principal financial
officer and principal accounting officer) concluded that our disclosure controls
and procedures were effective as of the end of the period covered by this
quarterly report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the three months ended August 31,
2007 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.

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- 17 -

|PART II - OTHER INFORMATION
|---------------------------

|Item 1. Legal Proceedings.
|--------------------------

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

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

None.

|Item 3. Defaults Upon Senior Securities.
|----------------------------------------

None.

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

None.

|Item 5. Other Information.
|--------------------------

None.

|Item 6. Exhibits and Reports of Form 8-K.
|-----------------------------------------

|Exhibit |                                                                                                                                                                                                                                                                          
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                          
|3.1     | Articles of Incorporation
        (incorporated by reference from our registration statement on Form SB-2
        filed on September 10, 2007, as amended)                                                                                                               
|        |                                                                                                                                                                                                                                                                          
|3.2     | Bylaws (incorporated
        by reference from our registration statement on Form SB-2 filed on September
        10, 2007, as amended)                                                                                                                                  
|        |                                                                                                                                                                                                                                                                          
|3.3     | Amended Bylaws
        (incorporated by reference from our registration statement on Form SB-2
        filed on September 10, 2007, as amended)                                                                                                                          
|        |                                                                                                                                                                                                                                                                          
|10.1    | Agreement between
        Superb Internet Connection and our company (incorporated by reference
        from our registration statement on Form SB-2 filed on September 10, 2007,
        as amended)                                                                    
|        |                                                                                                                                                                                                                                                                          
|10.2    | Form of Subscription
        Agreement used in the private placements that closed on April 15, 2007
        between our company and 32 investors (incorporated by reference from our
        registration statement on Form SB-2 filed on September 10, 2007, as amended)
|        |                                                                                                                                                                                                                                                                          
|21      | Subsidiary of
        Here Enterprises, Inc.:
                   Here
        Network Corp., a British Columbia Corporation                                                                                                                                              
|        |                                                                                                                                                                                                                                                                          
|31*     | Section
        302 Certification of Roger Williams, dated November 26, 2007                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                          
|32*     | Section
        906 Certification of Roger Williams, dated November 26, 2007                                                                                                                                                                                             

* Filed herewith.

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- 18 -

SIGNATURES

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

HERE ENTERPRISES, INC.

|By:   */s/ Roger Williams*                                     
|---------------------------------------------------------------
|Roger Williams                                                 
|President, Secretary,
      Treasurer and Director             
|(Principal Executive
      Officer, Principal Financial Officer
|and Principal Accounting
      Officer)                        
|Dated: December
      3, 2007                                  

---