---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended November 30, 2007

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

For the transition period from __________to __________

Commission file number **000-52951**

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

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

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

There are 8,190,000 shares of common stock issued and
outstanding as of January 22, 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 November 30, 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)
  November 30, 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)

|                                                                |  | November 30, |   |  | May 31, |  
|--------------------------------------------------------------- |  | ------------ | - |  | ------- | -
|                                                                |  | 2007         |   |  | 2007    |  
|                                                                |  | $            |   |  | $       |  
|                                                                |  | (unaudited)  |   |  |         |  
|Current Assets                                                  |  |              |   |  |         |  
|Cash                                                            |  | 42,619       |   |  | 79,647  |  
|Accounts receivable                                             |  | 2,057        |   |  | 841     |  
|Prepaid expenses                                                |  | -            |   |  | 2,500   |  
|Total Current Assets                                            |  | 44,676       |   |  | 82,988  |  
|Property and equipment (Note 3)                                 |  | 3,178        |   |  | 3,541   |  
|Website (Note
      4)                                          |  | 8,219        |   |  | 5,982   |  
|Total Assets                                                    |  | 56,073       |   |  | 92,511  |  
|                                                                |  |              |   |  |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                            |  |              |   |  |         |  
|Current Liabilities                                             |  |              |   |  |         |  
|Accounts payable                                                |  | 11,551       |   |  |        |  
|Accrued liabilities                                             |  | 2,856        |   |  | 2,504   |  
|Due to related parties (Note 5(a))                              |  | 12,953       |   |  | 11,736  |  
|Total Current
      Liabilities                                 |  | 27,360       |   |  | 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))                                     |  | 25,875       |   |  | 12,375  |  
|Accumulated other comprehensive income                          |  | 695          |   |  | 330     |  
|Deficit accumulated during the development stage                |  | (78,857      | ) |  | (15,434 | )
|Total Stockholders
      Equity                                |  | 28,713       |   |  | 78,271  |  
|Total Liabilities and Stockholders Equity                      |  | 56,073       |   |  | 92,511  |  

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

F1

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

|                                               |  |                     |   |  |              |   |  |              |   |  | For the             |  
|---------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | - |  | ------------------- | -
|                                               |  | Accumulated from    |   |  |              |   |  |              |   |  | Period from         |  
|                                               |  | November 15,        |   |  |              |   |  |              |   |  | November 15,        |  
|                                               |  | 2006                |   |  | Six Months   |   |  | Three Months |   |  | 2006                |  
|                                               |  | (Date of Inception) |   |  | Ended        |   |  | Ended        |   |  | (Date of Inception) |  
|                                               |  | to November 30,     |   |  | November 30, |   |  | November 30, |   |  | to May 31,          |  
|                                               |  | 2007                |   |  | 2007         |   |  | 2007         |   |  | 2007                |  
|                                               |  | $                   |   |  | $            |   |  | $            |   |  | $                   |  
|                                               |  |                     |   |  |              |   |  |              |   |  |                     |  
|Revenue                                        |  | 9,003               |   |  | 5,485        |   |  | 2,863        |   |  | 3,518               |  
|                                               |  |                     |   |  |              |   |  |              |   |  |                     |  
|Operating Expenses                             |  |                     |   |  |              |   |  |              |   |  |                     |  
|                                               |  |                     |   |  |              |   |  |              |   |  |                     |  
|Amortization                                   |  | 3,077               |   |  | 2,102        |   |  | 1,216        |   |  | 975                 |  
|Consulting fees                                |  | 23,000              |   |  | 12,000       |   |  | 6,000        |   |  | 11,000              |  
|Donated rent (Note 5(b))                       |  | 2,875               |   |  | 1,500        |   |  | 750          |   |  | 1,375               |  
|General and administrative (Note 5(b))         |  | 17,386              |   |  | 14,201       |   |  | 12,639       |   |  | 3,185               |  
|Professional fee                               |  | 41,522              |   |  | 39,105       |   |  | 18,928       |   |  | 2,417               |  
|Total Operating
      Expenses                 |  | 87,860              |   |  | 68,908       |   |  | 39,533       |   |  | 18,952              |  
|                                               |  |                     |   |  |              |   |  |              |   |  |                     |  
|Net Loss                                       |  | (78,857             | ) |  | (63,423      | ) |  | (36,670      | ) |  | (15,434             | )
|                                               |  |                     |   |  |              |   |  |              |   |  |                     |  
|Other Comprehensive Income                     |  |                     |   |  |              |   |  |              |   |  |                     |  
|                                               |  |                     |   |  |              |   |  |              |   |  |                     |  
|Foreign
      currency translation adjustments |  | 695                 |   |  | 365          |   |  | 313          |   |  | 330                 |  
|                                               |  |                     |   |  |              |   |  |              |   |  |                     |  
|Comprehensive Loss                             |  | (78,162             | ) |  | (63,058      | ) |  | (36,357      | ) |  | (15,104             | )
|                                               |  |                     |   |  |              |   |  |              |   |  |                     |  
|Net Loss Per
      Share  Basic and Diluted   |  |                     |   |  | (0.01        | ) |  |             |   |  |                    |  
|                                               |  |                     |   |  |              |   |  |              |   |  |                     |  
|Weighted Average Shares Outstanding           |  |                     |   |  |              |   |  |              |   |  |                     |  
|Basic and Diluted                              |  |                     |   |  | 8,190,000    |   |  | 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)

|                                                           |  |              |   |  | For the             |  
|---------------------------------------------------------- |  | ------------ | - |  | ------------------- | -
|                                                           |  |              |   |  | Period From         |  
|                                                           |  | Six Months   |   |  | November 15,        |  
|                                                           |  | Ended        |   |  | 2006                |  
|                                                           |  | November 30, |   |  | (Date of Inception) |  
|                                                           |  | 2007         |   |  | to May 31, 2007     |  
|                                                           |  | $            |   |  | $                   |  
|Operating Activities                                       |  |              |   |  |                     |  
|Net loss for the period                                    |  | (63,423      | ) |  | (15,434             | )
|Adjustments to reconcile
      net loss to net cash        |  |              |   |  |                     |  
|used
      in operating activities:                        |  |              |   |  |                     |  
|Amortization                                               |  | 2,101        |   |  | 975                 |  
|Donated
      services and rent                            |  | 13,500       |   |  | 12,375              |  
|Changes in operating assets and liabilities:               |  |              |   |  |                     |  
|Accounts
      receivable                                  |  | (1,216       | ) |  | (841                | )
|Prepaid expenses                                           |  | 2,500        |   |  | (2,500              | )
|Accounts
      payable                                     |  | 11,551       |   |  |                    |  
|Accrued liabilities                                        |  | 352          |   |  | 2,504               |  
|Due to related parties                                     |  | 1,217        |   |  | 3,891               |  
|Net Cash Provided
      By (Used In) Operating Activities  |  | (33,418      | ) |  | 970                 |  
|Investing Activities                                       |  |              |   |  |                     |  
|Website
      development costs                            |  | (3,320       | ) |  | (2,103              | )
|Net Cash Used in Investing Activities                      |  | (3,320       | ) |  | (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                    |  | (290         | ) |  | (220                | )
|Change in Cash                                             |  | (37,028      | ) |  | 79,647              |  
|Cash, Beginning of Period                                  |  | 79,647       |   |  |                    |  
|Cash, End of
      Period                                  |  | 42,619       |   |  | 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

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

|1. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Here Enterprises, Inc. (the Company) was
        incorporated in the State of Nevada on November 15, 2006. On December
        12, 2006, the Company incorporated Here Network Corp. (the Subsidiary),
        a company incorporated in the province of British Columbia, Canada. On
        December 12, 2006, the Subsidiary acquired a website www.dinehere.ca which
        provides restaurant listings and reviews to a broad spectrum of Internet
        visitors. The Company derives advertising revenue from this website. The
        Company is a development stage company as defined by Statement of Financial
        Accounting Standard (SFAS) No. 7, Accounting and Reporting
        for Enterprises in the Development Stage.                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | These consolidated financial statements have been prepared
        on a going concern basis, which implies the Company will continue to realize
        it assets and discharge its liabilities in the normal course of business.
        As of November 30, 2007, the Company has generated minimal revenue and
        incurred losses from operations of $78,857 since inception. The continuation
        of the Company as a going concern is dependent upon the continued financial
        support from its shareholders, the ability of the Company to obtain necessary
        equity financing to continue operations, and the attainment of profitable
        operations. These factors raise substantial doubt regarding the Companys
        ability to continue as a going concern. These consolidated financial statements
        do not include any adjustments to the recoverability and classification
        of recorded asset amounts and classification of liabilities that might
        be necessary should the Company be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company intends to fund operations through revenue
        and equity financing arrangements, which may be insufficient to fund its
        capital expenditures, working capital and other cash requirements for
        the year ending May 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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

F4

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

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

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

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


| | f) | Website                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | The Company recognizes the costs associated with developing
        a website in accordance with the American Institute of Certified Public
        Accountants Statement of Position No. 98-1, Accounting for the Costs
        of Computer Software Developed or Obtained for Internal Use. Relating
        to website development costs the Company follows the guidance pursuant
        to the Emerging Issues Task Force No. 00-2, Accounting for Website
        Development Costs.                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | The Company acquired its website from a third party.
        The Company is capitalizing costs of computer software obtained for internal
        use in web design and network operations. These capitalized costs will
        be amortized based on their estimated useful life over three years. Payroll
        and related costs will not be capitalized, as the amounts principally
        relate to maintenance. Internal costs related to the development of website
        content will be expensed as incurred.                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | g) | Long-lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | In accordance with SFAS No. 144, Accounting for
        the Impairment or Disposal of Long-Lived Assets, the carrying values
        of intangible assets and other long-lived assets are reviewed on a regular
        basis for the existence of facts or circumstances that may suggest impairment.
        The Company recognizes impairment when the sum of the expected undiscounted
        future cash flows is less than the carrying amount of the asset. Impairment
        losses, if any, are measured as the excess of the carrying amount of the
        asset over its estimated fair value.                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | h) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | The functional currency of the Subsidiary is the Canadian
        dollar. The financial statements of the Subsidiary are translated to United
        States dollars under the current rate method in accordance with SFAS No.
        52 Foreign Currency Translation. Under the current rate method,
        all assets and liabilities are translated at the rates of exchange in
        effect at the balance sheet date and revenues and expenses are translated
        at the average rates of exchange during the year. The effect of this translation
        is recorded in a separate component of stockholders equity. A cumulative
        translation adjustment of $681 as of November 30, 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)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | i)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | j)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | k)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | l)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | m)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F6

---

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

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | (m)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|3. | Property and Equipment                                        

| |                               |  |       |  |  |                   |  |  |          |  |  | May 31,  | 
| | ----------------------------- |  | ----- |  |  | ----------------- |  |  | -------- |  |  | -------- | 
| |                               |  |       |  |  | November 30, 2007 |  |  |          |  |  | 2007     | 
| |                               |  |       |  |  | Accumulated       |  |  | Net Book |  |  | Net Book | 
| |                               |  | Cost  |  |  | Amortization      |  |  | Value    |  |  | Value    | 
| |                               |  | $     |  |  | $                 |  |  | $        |  |  | $        | 
| |                               |  |       |  |  |                   |  |  |          |  |  |          | 
| | Computer hardware             |  | 3,315 |  |  | 645               |  |  | 2,670    |  |  | 3,013    | 
| | Furniture and
      equipment |  | 575   |  |  | 67                |  |  | 508      |  |  | 528      | 
| |                               |  |       |  |  |                   |  |  |          |  |  |          | 
| |                               |  | 3,890 |  |  | 712               |  |  | 3,178    |  |  | 3,541    | 

F7

---

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

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

| |                                      |  | November 30, |   |  | May 31, |  
| | ------------------------------------ |  | ------------ | - |  | ------- | -
| |                                      |  | 2007         |   |  | 2007    |  
| |                                      |  | $            |   |  | $       |  
| |                                      |  |              |   |  |         |  
| | Website                              |  | 10,768       |   |  | 6,935   |  
| | Less: Accumulated
      amortization |  | (2,549       | ) |  | (953    | )
| |                                      |  |              |   |  |         |  
| | Net Carrying
      Value             |  | 8,219        |   |  | 5,982   |  

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

| |                   |  | $     | 
| | ----------------- |  | ----- | 
| |                   |  |       | 
| | Remainder of 2008 |  | 1,993 | 
| | 2009              |  | 3,589 | 
| | 2010              |  | 2,637 | 
| |                   |  |       | 
| |                   |  | 8,219 | 

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

F8

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- 4 -

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains
forward-looking statements as that term is defined in Section 27A of the United
States Securities Act of 1933 and Section 21E of the United States Securities
Exchange Act of 1934. These statements relate to future events or our future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, should, expect, plan,
anticipate, believe, estimate, predict, potential or continue or the
negative of these terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled Risk Factors beginning on
page 10 below, that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform
these statements to actual results.

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

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

CURRENT BUSINESS

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

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

FUTURE OPERATIONS

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

Goals

We have the following goals for the next twelve months:

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

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- 5 -

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

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

Milestones

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

*Months 1-2 Research and Development of new site*

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

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

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- 6 -

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Increased Traffic to Website

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

---

- 7 -

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

Paid Internet Advertising

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

Further Website Optimization

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

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

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

Further Search Engine Free Submissions

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

Promotion via Restaurants and Industry
Associations

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

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

Improved User Experience

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

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- 8 -

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

Launch New Cities

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

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

Actively Solicit Direct Advertisers

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

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

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER
30, 2007

During the three months ended
November 30, 2007, we generated revenues of $2,863 and our operating expenses
were $39,533. General and administrative costs were $12,639. 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
November 30, 2007, $6,000 in these donated services and $750 in donated rent
were charged to operations.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30,
2007

During the six months ended
November 30, 2007, we generated revenues of $5,485 and our operating expenses
were $68,908. General and administrative costs were $14,201. 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 six months ended
November 30, 2007, $12,000 in these donated services and $1,500 in donated rent
were charged to operations.

LIQUIDITY AND CAPITAL RESOURCES

As of November 30, 2007, we had
  working capital of $17,316. Our ongoing operating expenses and working capital
  requirements for the next twelve months are broken down as follows:

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- 9 -

Estimated Expenses for the Next
Twelve Month Period



| | Operating expenses |        | 
| | ------------------ | ------ | 
| | Marketing          | $4,000 | 

| | Operating expenses         |         | 
| | -------------------------- | ------- | 
| | General and Administrative | $6,000  | 
| | Legal and Accounting       | $45,000 | 
| | Website development costs  | $5,000  | 
| | Total                      | $60,000 | 

Financial Condition, Liquidity and Capital
Resources

As of November 30, 2007, we had
cash of $42,619 and working capital of $17,316. 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

As of November 30, 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.

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- 10 -

Website

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

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

Revenue Recognition

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

RISK FACTORS

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

Risks Related to Our Business

Our limited operating history makes evaluation of our
business difficult.

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

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

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

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- 11 -

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

We incurred a net loss of $78,857
for the period from November 15, 2006 (date of inception) to November 30, 2007.
On November 30, 2007, we had cash of $42,619. 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;
- 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.

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- 12 -

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 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.

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- 13 -

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;
- 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.

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- 14 -

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.

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

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- 15 -

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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- 16 -

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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- 17 -

|**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 November 30, 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 November 30, 2007 that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.

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- 18 -

**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 January 22, 2008                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                          
|32*     | Section
        906 Certification of Roger Williams, dated January 22, 2008                                                                                                                                                                                              

* Filed herewith.

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- 19 -

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:                   
|                      
|                      
|                      
|                      
|                      

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