UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year endedMay 31, 2009
2010

or

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

For the transition period from ________________ to________________

Commission file numbernumber:  000-52951

HERE ENTERPRISES, INC.

(NameExact name of small business issuerregistrant as specified in its charter)

Issuer’s telephone number,

Registrant’s Telephone Number, including area code(416) 704-0105code:

(830) 393-9398

Securities registered under Section 12(b) of the Exchange Act:

Title of each class:

Name of each exchange on which registered:

N/A

N/A

Securities registered pursuant tounder Section 12(g) of the Exchange Act:

Common Stock

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes  [  ] Yes    [X]  No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes  [  ]  Yes     [X]  No [X]

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  [X]  NoYes  [   ]  No

Indicate by check markcheckmark whether the registrant has submitted electronically and posted on its corporate Web site,Website, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T

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(§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files).Yesfiles.)  [  ]  Yes    [x]  No [   ]

(Not required)

Indicate by check mark if there is no disclosure of delinquent filers pursuantin response to Item 405 of Regulation S-K (§ 229.405 of this chapter)
is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information
statements incorporatedincorporation by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[X]  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer”filer,” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed
by reference to the price at which the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
$9,065,000 (computed by reference to0.00.  Registrant trades on the closing pricepink sheets under the symbol HRTE.  The only trades of $3.50the issuer’s stock occurred with the sale of 1,000 shares at $2.02 per share on September 8, 2009)June 1, 2010, 1,000 shares at $1.50 on April 21, 2010, and 100 shares at $1.50 per share on December 3, 2009.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the
latest practicable date:8,190,000 shares of common stock issued and outstanding as of August 27, 2009September 29, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I,
Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.
The listed documents should be clearly described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).Not applicable.

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This annual report contains forward-looking statements. 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 8 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 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 consolidated financial statements and the related notes that appear elsewhere in this annual report.

In this annual 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 annual 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.

PART I

Item 1.  Business.Business

Corporate History

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.

On August 1, 2008,Through our subsidiary, Here Network Corp. incorporated in British Columbia, we operated a website dining guide at www.dinehere.ca called Dine Here.  The website contained restaurant listings for British Columbia including Greater Vancouver, Victoria and Conversational Computing Corporation, a private Washington state based corporation, signed a letter of intent for our company to acquire Conversational Computing Corporation through a share exchange. If the transactions contemplated by the letter of intent were completed, Conversational Computing Corporation would have become our wholly owned subsidiary. This letter of intent expired and we are not pursuing these transactions.Whistler.  

On May 15, 2009, we, certain significant shareholders of our company, and Magnolia Solar, Inc., entered into a memorandum of understanding with respect to the potential acquisition by Magnolia of a majority interest in our company.  The memorandum of understanding contemplates that pursuant to a mutually satisfactory definitive agreement between the parties, Magnolia willwould acquire a majority interest in the issued and outstanding common stock of our companyCompany from our companyCompany and certain significant shareholders of our companyCompany for $300,000.  The purchase price of $300,000 iswas contemplated to be raised by Midtown Partners as part of its $1,500,000 bridge funding.

The partiesIn June 2009, we entered into a letter agreement with Magnolia, pursuant to which Magnolia agreed to use their best effortswire us $20,000, upon the execution of the letter agreement, which amount was to negotiatebe utilized by us solely for expenses related to the completion of the audit of our financial statements for the year ended May 31, 2009. In addition, upon the consummation of the transactions contemplated under the memorandum of understanding, $20,000 was to be applied as a credit against the purchase price for the controlling interest in good faithour company as contemplated by the memorandum of understanding. If such transactions failed to close on or before August 31, 2009 or such later date as agreed by Magnolia and us, through no fault of our company, $20,000 was to be treated as a “break up” fee payable to us. If we or our majority shareholders, for any reason, determined not to proceed with such transactions upon being presented with the definitive merger agreement, which is contemplated$20,000 was to contain, among other things,be immediately due and payable to Magnolia within 10 days of being presented with the following provisions: (i) atdefinitive agreement. We extended the closing date to December 15, 2009.

On October 15, 2009, Magnolia will own a majorityadvanced our company $15,000 of $20,000 contemplated under the fully diluted shares of our common stock,letter agreement. On December 10, 2009, Magnolia decided not to proceed with the transactions contemplated by the memorandum of understanding that post-bridge funding,and we consider $15,000 from Magnolia will hold approximately 85%as a “break up” fee. Accordingly, we recognized $15,000 as other income in the statement of operations for the nine-month period ended February 28, 2010. Management does not expect our company to receive from Magnolia the remaining $5,000 contemplated under the letter agreement.

On April 9, 2010, we sold all of the issued and outstanding shares on a fully diluted basis. The certain significant shareholdersstock of our company will sell their shares as part of this transaction and new shares will be issued from authorized, leaving a total post-transaction capitalization to be finalized between the parties, in good faith, in the definitive agreement; (ii) we will eliminate all liabilities from our balance sheet and have no ongoing operations as of the closing date; (iii) we will deliver to Magnolia fiscal years 2007 and 2008 audits by an accounting firm accredited with the PCAOB and a member of the SEC practice section; (iv) we will deliver to Magnolia certified transfer sheets

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(or make same available through the transfer agent) as well as all corporate books and records and support documents for the audits; and (v) all officers and employees will resign from our company in all current capacities, with no further compensation due under their existing employment agreement.

There is no assurance that we will be able to complete the transactions as contemplated above, or on terms acceptable to our company.

Current Business

Through our subsidiary Here Network Corp. incorporated in British Columbia, 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 manyto the founders of the restaurantsCompany, in exchange for the return of 5,600,000 shares of Here Enterprises common stock, which shares were then assigned and delivered to others.

On September 9, 2010, the Company entered into an agreement to become the sole shareholder of ABS Land Company, Inc.  and Cycle Ranch Inc., and the owner of 99% limited partnership interest of Cycle Ranch Management, Ltd. making them wholly-owned subsidiaries of the Company.  Cycle Ranch Inc. is the managing partner of Cycle Ranch Management, Ltd., which operates a motocross park near Floresville, Texas.  ASB owns land which it leases to Cycle Ranch Management, Ltd. for its operations.  Collectively, the entities will be referred to hereinafter as Cycle Ranch.

The Agreement is also subject to the guarantee of a promissory note issued to the original seller of the stock of the Target Companies in the cities covered including user contributed reviews that have a title, descriptionamount of their experience$640,000, with interest at 6% per annum 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.dated

Registration is not required to view any

February 5. 2010, which requires payment of the web pages on Dine Here, only to submit reviews or restaurant listings. Membership on Dine Here is free; anyone can register an account and become a user of the website. In order to add reviews or restaurant listings, registration is required. Registration involves filling in a form$6,063 per month, with the requested username, password, locationbalance due in full on August 30, 2012.

Current and email address.Anticipated Business

Cycle Ranch

Cycle Ranch operates a motocross race track located in Floresville, Texas. They have 108 acres of red dirt and oak trees.  The locationmain track is displayed along with your username withapproximately 1.7 miles long and 30 feet wide and is prepped every review submitted using that profile. After a user registers with Dine Here, a confirmation email is sent to the email address supplied. In order to complete the registration, a link contained within the registration email must be clicked on which verifies that the email address supplied is valid. Once this final step is completed, the new user can login to the website and submit reviews or new restaurant listings.

For each restaurant listing, Dine Here displays contact information including the restaurant name, address, telephone number and website address (if available). Each restaurant is classified by the price range of meals, the cuisine type they serve and whether they accept reservations.weekend for races.  There is also a map linkjunior beginner track located behind the main race track.  Facilities also include bathrooms, covered pavilions with picnic tables, covered grandstands that the user can click on that sends the visitor to Google Maps, an external website. The address of the restaurant is passed to Google Mapsseat 800 people, a bike wash, and a map is displayed containing an image of the geographical location of the restaurant. If the restaurant is associated with other restaurants such as being part of a restaurant chain, links to those restaurant listings are displayed.

Registered users on Dine Here can submit reviews on any restaurant listing. These reviews include the following required information: review title, review description, overall rating, food rating, service rating, and ambiance rating. Each of the ratings is based on a one to five scale; one representing a poor experience and five being incredible. Reviews must be associated with a restaurant and include all of the above information. Once submitted, the review is postedbike shop.  More details on the site immediately which is displayed as the first review on the associated restaurant listing web pagetrack, facilities and the main Dine Here home page. The 25 most recent reviews are displayed on Dine Here’s home page.events can be viewed at www.cycleranchmx.com.

Every restaurant that has at least one review has an overall rating based on the average review rating given by Dine Here users. When a new review is submitted by a user, this overall rating is modified based on the new average of all review ratings supplied. This rating information is displayed at the top of every restaurant listing.

Every review and restaurant listing submitted to Dine Here is displayed immediately on the website. Despite this fact, every review and restaurant listing is moderated and reviewed by Dine Here staff. Dine Here has a review and restaurant listing submission policy that must be followed in order for the submission to remain on the website. All submissions on Dine Here must conform to the following standards:

• Must be well written and contain proper punctuation, grammar and spelling;
• Reviews must be justified – all high or low ratings such as a one or five must be discussed in detail in the review for each rating given;
• Must not contain remarks about other reviews or reviewers;
• Must not discuss owners, managers or servers by specific name in a negative fashion;
• Cannot contain objectionable content including foul language or imply any sort of racial discrimination;
• Cannot appear to be obviously biased or slanderous in nature;

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• Cannot discuss instances of food poisoning or unwanted objects in food; and
• Must not contain URLs (website addresses) in content

Failure to conform to the above submission policy will result in the review or restaurant listing being removed. All user submissions are generally moderated within one to two business days, but based on traffic levels, moderation of submissions can sometimes take up to a week.

We are currently developing a new website for Dine Here that will have a new design and will use community based software called Drupal. Drupal is an open sourced software package that simplifies the process of creating a community driven website by providing a basic, common framework with features that most community based websites require. The software also allows customization and feature addition with a module system that simplifies this process.

The next version of the website, Dine Here 2.0, will replicate all current functionality of the site. In addition, it will support the following new features:

• Direct advertising – Support for an advertiser to purchase advertising through the web using Paypal as the online payment method. Advertisers can create or modify their ads, renew advertising and view their advertisement statistics; and
• New logo and website design – Implement a new look and feel for the website.

The new logo and design for Dine Here 2.0 was completed by Pixelsplitter Design at a cost of CDN$2,000. A portion of the software development and customization for the new website was performed by As If Productions. We paid As If Productions a total $1,650 on January 30, 2007, representing half of their quotation for services. We were unhappy with the quality of their work and verbally terminated our agreement with As If Productions on June 1, 2007. We subsequently retained Wickle Media Corp of Vancouver who will complete the development for $2,000, to be paid in full upon completion, currently estimated to be August 31, 2009. The useful life of the new website and software is expected to be 3 years.

Current and Anticipated Sources of Revenue

Cycle Ranch

Currently, Cycle Ranch generates revenues from two separate sources.  Cycle Ranch Management, Ltd. generates revenues from the operation of its BMX race track through practice session fees, race event fees, camping fees, special event fees, the bike wash and sales from the bike shop.  Cycle Ranch Management, Ltd. pays a fee to lease the land on which the track is located to ASB Land Management, Inc., which is ASB’s only source of revenue.  Cycle Ranch, Inc. currently only serves as general partner of Cycle Ranch Management, Ltd.

Competition

Cycle Ranch

We currently have one sourcecompete regionally nationally with other speedway owners to sponsor events.  We compete for spectator interest with all forms of revenue that consistsprofessional and amateur spring, summer and fall sports, and with a wide range of Google Adsense advertisements. With the development of the new website, we willother available entertainment and recreational activities, conducted in and near Floresville, San Antonio, and Austin, Texas, and regionally and nationally.  These competing events or activities may be adding a new source of revenue offering direct advertising to businesses.

Google Adsense is an advertising solution for web publishers such as Dine Here. The web publisher agrees to place text ads on their website in return for a 50-50 split of all revenue derived from the advertising placedheld on the website.

Revenue is accrued when visitors click on ads on a pay per click basis. Google Adsense has a sophisticated, contextual ad serving system that allows them to target ads on Dine Here to serve only those that relate geographically or match the theme of the website. Advertisers using Google Adsense generally include local newspapers, phone book companies, restaurants, other local businesses or anyone else that pays for this marketing service. The ads are served within the text-based content of the site and can include up to 3 ads depending on the web page. Google Adsense pays its publishers by corporate check on a monthly basis at the end of the month, for the previous month. This is paid in US dollars and delivered by mail.

With the new version of the website (Dine Here 2.0), we will continue to serve Google Adsense ads. They will be embedded within the textual content of the website suchsame days as between each user review on the restaurant listing pages. Embedding Google Adsense ads within the content often derives the highest possible revenue because the ads are integrated into the content and incite the highest click rates.our events.  We will reserve traditional advertising space such as at the top of the page for Dine Here’s direct advertising.

Direct Feature Ads

Direct advertising will be primarily marketed to local businesses with the launch of Dine Here 2.0. It will include the ability for advertisers to pay for and setup advertisements on Dine Here. The advertising will work differently than

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Google Adsense. Instead of being based on performance using a pay per click model, they will be impression-based and charged on the number of times they are displayed. Advertisers will pay per CPM (cost per thousand) impressions displayed on the website.

Each city will be broken up into blocks of 50,000 impressions or 50 CPMs. We expect to charge approximately US$5 per CPM. The minimum monthly cost for each advertiser will be $250 which is based on a $5 CPM multiplied by the minimum ad buy of 50,000 impressions. If Dine Here is unable to deliver the necessary ad impressions to fulfill advertising commitments, the advertising will be rolled over to the next month and added to that months sold inventory.

Advertisers will be able to create two types of ads: graphical or text based. They can create the text based ad or upload an image to use for their graphical ad. Once the advertisement has been created, they will be able to type in a URL or website address that the visitor will be sent when clicking on the ad. Finally, the advertiser will be able to select which city or cities that they want to advertise on and how many blocks of 50,000 impressions (50 CPMs) they would like to purchase. We will require a 3 month minimum commitment. Online payments will be accepted by major credit cards or bank transfer using Paypal. Alternatively, we will accept a corporate check as payment.

Once the payment has been received and the advertisement has been approved, we will begin serving the ads.

Advertisers will have a browser-based web interface that allows them to update their advertisements, add new advertisements and view statistics of their current and past advertisement’s performance.

We use PayPal to handle payment transactions from advertisers. PayPal handles the credit card transactions and also delivers payment receipts and user information via e-mail instantly after purchase. Paypal charges the following fees based on the gross monthly transaction amount:

All amounts above shown in US dollars

Marketing

Dine Here relies on organic search engine traffic and word of mouth for nearly all of its website traffic. Dine Here is listed in all major search engines and directories including Google, Yahoo, DMOZ, MSN and Ask. Due to the nature of the site with constantly changing content, the website is ranked well for all related keywords associated with the website such as “Vancouver restaurants” or a specific restaurant name that is listed on the website. We rely on this high placement for the majority of traffic that is received at Dine Here. There are no plans for any online marketing expenditures in the next 12 months. To increase traffic to Dine Here, we are focusing on increasing the content of its website by expanding to new cities and offering restaurant listings in those new areas.

Technology

Our current website was developed from scratch using active server pages scripting technology. The new website (Dine Here 2.0) is based on an open sourced software package called Drupal which is available free of charge. The website has several customizations to the software called modules which are proprietary to Dine Here and that Here Network Corp retains copyright to. The new website is expected to be a significant improvement because rather than being a custom solution, it is using a commercial-grade software package that will be upgraded and maintained at no cost for software maintenance. Drupal is maintained by a community of thousands of developers and users who are constantly making major feature enhancements and bug fixes. This alleviates a significant portion of the development costs required to maintain the software running Dine Here other than costs associated with integration ofpromote outdoor motorsports events.  Weather conditions surrounding these new software versions into the website.

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The website is hosted on a dedicated server rented to Here Network Corp. on a month to month basis by Superb Internet Corporation. Superb charges a monthly fee of $282.45. The server is hosted in Seattle, Washington.

Competition

There are a significant number of competitors that offer restaurant information and reviews on dining establishments in Canada. 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 Dine Here.

Growth Strategy

Our growth strategy involves organic growth by adding new cities to our dining website directory. Over the next 12 months, we plan on adding 3 new cities including Calgary, Toronto and Montreal. As we add each city, we plan to hire a local sales representative to assist with localevents affect sales of advertising in that region.tickets, concessions and souvenirs, among other things.  

Our goal is to increase monthly page views to 4 million per month within the next 12 months.

Employees

Our President, Secretary, Treasurer and Director, Simon Au, isMark K. Ryun, and our Chief Financial Officer, Michael T. Moore, are the only employee of our company. He handlesCompany.  They handle all of the responsibilities in the area of corporate administration, business development and research.

When we expand to a new city, we will be hiring a commission based sales person for that city to assist in local ad sales.  This is a part time position which pays 50% commission for all ad sales in that city.

Intellectual Property

We own the domain names dinehere.ca and dinehere.com. All content on the website including restaurant and reviews are considered copyright. Although Dine Here 2.0 is based on Drupal, an open source software package, it also includes custom modules which are proprietary to Dine Here and that Here Network Corp. owns the copyright to.

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We are not aware that our services or proprietary rights infringe the proprietary rights of third parties.  However, from time to time, we may receive notices from third parties asserting that we have infringed their trademarks, copyrights or other intellectual property rights.  In addition, we may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights.  Any such claims could be time-consuming, result in costly litigation, cause service stoppages or lead us to enter into royalty or licensing agreements rather than disputing the merits of such claims.  An adverse outcome in litigation or similar proceedings could subject us to significant liabilities to third parties, require expenditure of significant resources to develop non-infringing technology and

opportunities, require disputed rights to be licensed from others, or require us to cease the marketing or use of our website, any of which could have a material adverse effect on our business, operating results and financial condition.

REPORTS TO SECURITY HOLDERS

We filed a Prospectus as part of a Form S-1, as amended, with the Securities and Exchange Commission and will file reports, including quarterly and annual reports, with the Commission pursuant to Section 12(b) or (g) of the Exchange Act.  These reports and any other materials filed with the SEC may be read and copied at the SEC's Public Reference Room at 100 F Street NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.  The Company files its reports electronically with the SEC.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The address of that site is http://www.sec.gov.

Item 1A. Risk Factors

In addition to other information in this annual 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.Not applicable.

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 and promissory note. We cannot assure that we will be able to generate enough interest in our website. If we cannot attract a significant customer base, we will not be able to generate any significant revenues or income. In addition, if we are unable to establish and generate material revenues, or obtain adequate future financing, our business will fail and you may lose some or all of your investment in our common stock.

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

We incurred a net loss of $193,621 for the period from November 15, 2006 (date of inception) to May 31, 2009. On May 31, 2009, we had cash of $7,644. Should we require additional funding, we intend to raise the money required to fund our operations from the sale of our equity securities; however, there can be no assurance that we will be able to do so. Because we have generated minimal revenues and have incurred a loss from operations since our inception,

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our independent auditors included an explanatory paragraph in their report dated August 4, 2009, 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 shareholders. If adequate additional funds are not available, we may be required to delay, reduce the scope of or eliminate material parts of the implementation of our business strategy, including the possibility of additional acquisitions or internally developed businesses.

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

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

• meet our capital needs;

• expand our systems effectively or efficiently or in a timely manner;

• allocate our human resources optimally;

• identify and hire qualified employees or retain valued employees; or

• incorporate effectively the components of any business that we may acquire in our effort to achieve growth.

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

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

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

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some cases, exclusive relationships with significant companies or competitors to expand their businesses or to offer more comprehensive products and services. To the extent these competitors or potential competitors establish exclusive relationships with major portals, search engines and ISPs, our ability to reach potential users of our website through online advertising may be restricted. Failure to compete effectively including by developing and enhancing our services offerings would have a material adverse effect on our business, results of operations, financial condition and the trading price of our common stock.

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

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

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

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

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

We could face claims for errors, defamation, negligence or copyright or trademark infringement based on the nature and content of information displayed on or accessible via our website, which could aversely affect our financial condition. Even to the extent that claims made against us do not result in liability, we may incur substantial costs in investigating and defending such claims.

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

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

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

Our trademarks, trade secrets, copyrights and other intellectual property rights are important assets to us. There can be no assurance that the protections provided by these intellectual property rights will be adequate to prevent our competitors from misappropriating our technology or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology. There are events that are 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.

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

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

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

Government regulation could adversely affect our business prospects.

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

• limiting the growth of the Internet;

• creating uncertainty in the marketplace that could reduce demand for our products and services;

• increasing our cost of doing business;

• exposing us to significant liabilities associated with content distributed or accessed through our products or services; or

• leading to increased product and applications development costs, or otherwise harm our business.

Our President has had limited experience in managing a publicly traded company.

Our President, Simon Au, has had limited experience in managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. There can be no assurance that our President will be able to implement programs and policies in an effective and timely manner that adequately respond to such legal and regulatory compliance and reporting requirements. Further, this could impair our ability to comply with legal and regulatory requirements such as those imposed by the Sarbanes-Oxley Act of 2002. Our failure to do so could lead to the imposition of fines and penalties and further result in the deterioration of our business.

The loss of the services of our President would disrupt our operations and interfere with our ability to compete.

We depend upon the continued contributions of our President, Simon Au. We only have one employee, our President, Secretary, Treasurer and Director, Simon Au. He handles all of the responsibilities in the area of corporate administration, business development and research. We do not carry key person life insurance on Mr. Au’s life and the loss of his services could disrupt our operations and interfere with our ability to compete with others.

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

All of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. In addition, our sole officer and director, Simon Au, is not a national or resident of the United States, and all or a substantial portion of Mr. Au’s assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our sole officer and director, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against us or our sole officer and director.

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

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

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

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

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

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

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

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

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

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

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

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

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

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securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

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

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission described above, 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.

If we fail to file our required filings with the Securities and Exchange Commission in an accurate and timely manner, our common stock may be no longer quoted on the OTC Bulletin Board. If this happens, our stockholders would have difficulty in reselling any of their shares.

If we fail to file our required filings with the Securities and Exchange Commission in an accurate and timely manner, the Financial Industry Regulatory Authority may determine that our common stock is no longer eligible for quotation on the OTC Bulletin Board and remove our common stock from the OTC Bulletin Board quotations. If this happens, then market makers would no longer be able to enter quotations for our common stock through the OTC Bulletin Board and our stockholders would have difficulty in reselling any of their shares.

A prolonged decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could reduce liquidity of our common stock and reduce our ability to raise capital. Because a significant portion of our operations have been and will be financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to continue our current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

The market price for our common stock may also be affected by our ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, may have a material adverse effect on the market price of our common stock.

Item 1B.  Unresolved Staff Comments.Comments

Not applicable.
Applicable.

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Item 2. Properties.Properties

Our executive and head office is located at 2908 – 30 Harrison Garden848 N. Rainbow Blvd., Toronto, Ontario M2N 7A9, Canada,#2952, Las Vegas, NV  89107.  The Company also operates a motor cross race track, located in Floresville, Texas through its subsidiary, Cycle Ranch.  The Company owns a 99% interest in the company which is the located residence of our President, Simon Au.

We own the domain names dinehere.ca and dinehere.com. All content on the website including restaurant and reviews are considered copyright. Although Dine Here 2.0 is based on Drupal, an open source software package, it also includes custom modules which are proprietary to Dine Here and that Here Network Corp. owns the copyright to. We have registered the dinehere.ca domain until October 27, 2013 and maintaining the registration costs $14/year thereafter. We have registered the domain www.dinehere.com until February 9, 2010 and maintaining the registration costs $10/year thereafter.lease on that property.

Item 3. Legal Proceedings.
Proceedings

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

Item 4.  Submission of Matters to a Vote of Security Holders.(Removed And Reserved)

None.

PART II

Item 5. Market for Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common shares are quoted on the OTC Bulletin Board under the trading symbol “HRTE.OB”.  There were very few trades in our common shares.  The following quotations obtained from the OTC Bulletin Board reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

There were no quotations reported for our common shares as reported on the OTC Bulletin Board prior to January 2008.  The last sale price of our common shares on July 31, 2009,June 1, 2010, was $1.01$2.02 per share.

There are currently 3315 holders of record of our common stock.

There are no outstanding options or warrants to purchase, or securities convertible into, our common shares.  None of our issued and outstanding shares can be sold pursuant to Rule 144 of the Securities Act of 1933.

We have not declared or paid any cash dividends since inception.  We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.  There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The

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NevadaTheNevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

• ?

  we would not be able to pay our debts as they become due in the usual course of business; or

• ?

  our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

Item 6.  Selected Financial Data.Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in thisour annual report, particularly in the section entitled “Risk Factors” beginning on page 8.8 of the annual report.

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

Overview

We were incorporated in the State of Nevada on November 15, 2006.  Our wholly-owned subsidiary, Here Network Corp., was incorporated in the Province of British Columbia on December 12, 2006.  We commenced business operations withOn March 9, 2010, the acquisition of dinehere.ca on December 12, 2006.

Through ourCompany sold its wholly-owned subsidiary, Here Network Corp., we operate a website dining guide at www.dinehere.ca called Dine Here. The website contains restaurant listings to Company’s controlling shareholders in exchange for British Columbia including Greater Vancouver, Victoria and Whistler. Visitors can view restaurant information for manythe return of 5,600,000 common shares 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.Company, which were distributed to certain shareholders..  

Sources of Revenue

We currently have one source of revenue that consists of Google Adsense advertisements. Google Adsense is an advertising solution for web publishers such as Dine Here. The web publisher agrees to place text advertisements on their website in return for a 50-50 split of all revenue derivedCompany did not generate revenues from the advertising placed on the website.

Revenue is accrued when visitors click on advertisements on a pay per click basis. Google Adsense has a sophisticated, contextual advertisement serving system that allows them to target advertisements on Dine Here to serve only those that relate geographically or match the theme of the website. Advertisers using Google Adsense generally include local newspapers, phone book companies, restaurants, other local businesses or anyone else that pays for this marketing service. The advertisements are served within the text-based content of the site and can include up to three advertisements depending on the web page. Google Adsense pays its publishers by corporate check on a monthly basis at the end of the month,continuing operations for the previous month. This is paid in US dollars and delivered by mail.

We are currently developing a new version of the website for Dine Here. With the development of the new website, we intend to add a new source of revenue by offering direct advertising to businesses. The direct advertising is planned to work differently than Google Adsense. Instead of being based on performance using a pay per click

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model, the direct advertising is planned to be impression-based and charged on the number of times the advertisements are displayed.

Website

Our website is hosted on a dedicated server rented toyear ended May 31, 2010.  Revenues generated from Here Network Corp. on a month to month basis by Superb Internet Corporation. Superb charges a monthly fee of $282.45. The server is hostedhave been included in Seattle, Washington. We retained Wickle Media Corp. of Vancouver, Canada to complete the development of the new website for $2,000, to be paid in full upon completion. We expect to launch the new website on September 30, 2009.loss from discontinued operations.

Results of Operations

Year ended May 31, 2009 to2010 and May 31, 20082009

The following table summarizes our operating results for the years ended May 31, 2009 and 2008:

During the year ended May 31, 2009, we generated revenues of $5,559General and our operating expensesadministrative costs were $88,900 as compared to revenues of $9,749 and operating expenses of $104,595$109,665 for the year ended May 31, 2008. The decrease in revenues was caused by lower advertising rates from Google Adsense and a decrease in traffic due2010 as compared to increased competition. The decrease in operating expenses was primarily attributable to the cost of becoming a public company in the United States that was incurred during the year ended May 31, 2008.

General and administrative costs were $83,018$69,923 for the year ended May 31, 2008 as compared to $99,777 for the year ended May 31, 2008.2009. The decreaseincrease in general and administrative costs was primarily attributable to Interest expense accrued and management fees incurred to offices of the cost of becoming a public company in the United States that was incurred during the year ended May 31, 2008.

One of our employees provided management services, valued at $2,000 per month, and office premises, valued at $250 per month, to us at no charge. During the year ended May 31, 2009, $24,000 in these donated services and $3,000 in donated rent were charged to operations as compared to $24,000 in donated services and $3,000 in donated rent for the year ended May 31, 2008.Company.

Liquidity and Capital Resources

Working Capital

As of May 31, 2008,2010, we had cash of $3,087, and a working capital of $100,515, as compared to cash of $7,644, and a working capital deficit of $54,292 as compared to cash of $9,628 and working capital deficit of $4,092 as of May 31, 2008.2009.  We have suffered a net loss from

inception.  The abilitycompany is indebted to a director in the amount of our company$200, as of May 31, 2010, for expenses incurred on behalf of the Company.  As of May 31, 2010, the Company was indebted to meet our financial liabilitiesa shareholder in the amount of $5,500.  

On May 12, 2010, the Company issued a contingently convertible promissory note to The Good One, Inc. for proceeds of $10,000.  The Note is unsecured and commitmentsbears an interest at 5% per annum.  It is primarily dependentautomatically convertible into shares of the Company’s common stock upon satisfaction of certain conditions.  If those conditions are not met, the continued financial supportnote and accrued interest is repayable on November 12, 2010 at a conversion price of our director and shareholders,30% of the continued issuanceaverage closing bid price for the three business days prior to the notice of equity to new shareholders, and our ability to achieve and maintain profitable operations.conversation as quoted on the Pink Sheets quotation system.  

On October 8, 2008, we issued to Mountain Equity Ltd., a demand promissory note in the amount of $30,000. The promissory note is not subject to any specific repayment terms, and will accrue interest at the rate of 20% per annum

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on the principal amount remaining unpaid, after as well as before demand or maturity or default occurs. If we fail to pay the principal amount of the promissory note or any interested thereon upon demand, then the entire unpaid principal and all accrued and unpaid interest becomes payable immediately.

On April 8, 2009, we issued to Minerco Resources, Inc., a promissory note in the amount of $10,000. The promissory note bears no interest and is unsecured. If we fail to pay on demand any payment of principal on the promissory note, then in such event the entire unpaid principal becomes due and payable immediately.

In June 2009, pursuant to the letter agreement between Magnolia Solar, Inc. and our company, Magnolia agreed to advance us $20,000. The advance of $20,000 was to be utilized by us solely for expenses related to the completion of the audit of our financial statements for the year ended May 31, 2009. In addition, upon the consummation of the transactions contemplated under the memorandum of understanding dated May 15, 2009 between Magnolia and our company, $20,000 was to be applied as a credit against the purchase price for the controlling interest in our company as contemplated by the memorandum of understanding. If such transactions failed to close on or before August 31, 2009 or such later date as agreed by Magnolia and us, through no fault of our company, $20,000 was to be treated as a “break up” fee payable to us. If we or our majority shareholders, for any reason, determined not to proceed with such transactions upon being presented with the definitive merger agreement, $20,000 was to be immediately due and payable to Magnolia within 10 days of being presented with the definitive agreement. We extended the closing date to December 15, 2009.

On October 15, 2009, Magnolia advanced our company $15,000 of $20,000 contemplated under the letter agreement. On December 10, 2009, Magnolia decided not to proceed with the transactions contemplated by the memorandum of understanding and we consider $15,000 from Magnolia as a “break up” fee. Accordingly, we recognized $15,000 as other income in the statement of operations for the nine-month period ended February 28, 2010. Management does not expect our company to receive from Magnolia the remaining $5,000 contemplated under the letter agreement.

Management believes that our company’s cash will not be sufficient to meet our working capital requirements for the next twelve month period. We plan to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through future debt or equity financing. There is no assurance that our companywe will be able to obtain further funds required for our continued working capital requirements. If we are not able to obtain additional funds on a timely basis, we will be unable to conduct our operations as planned. In such event, we will be forced to scale down or perhaps even cease our operations.

Going Concern

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

Because we have a working capital deficit, have generated minimal revenues, and have incurred losses from operations since inception, in their report on our audited financial statements for the year ended May 31, 2009,2010, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.  Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Item 7A. Quantitative Andand Qualitative Disclosures About Market Risk.

Not Applicable.
applicable.

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Item 8. Financial Statements and Supplementary Data.

Here Enterprises, Inc.

(A Development Stage Company)

May 31, 20092010

Index

F-1

Report of Independent Registered Public Accounting Firm

F–1

Consolidated Balance Sheet

F–2

Consolidated Statement of Operations

F–3

Consolidated Statement of Stockholders’ Deficit

F–4

Consolidated Statement of Cash Flows

F–5

Notes to the Consolidated Financial Statements

F–6 – F-11

Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders of

Here Enterprises, Inc. (A Development Stage Company)

We have audited the accompanying consolidated balance sheets of Here Enterprises, Inc. (A Development Stage Company) as of May 31, 20092010 and 20082009 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and accumulated from November 15, 2006 (Date of Inception) to May 31, 2009.2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Here Enterprises, Inc. (A Development Stage Company) as of May 31, 20092010 and 2008,2009, and the results of its operations and its cash flows for the years ended, and accumulated from November 15, 2006 (Date of Inception) to May 31, 20092010 in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficit, has generated minimal revenues, and has incurred losses from operations since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ “MANNING ELLIOTT“Manning Elliott LLP”

CHARTERED ACCOUNTANTS

Vancouver, Canada

August 4, 2009September 24, 2010

F–1

Here Enterprises, Inc.

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in U.S. dollars)

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

F–2

Here Enterprises, Inc.

(A Development Stage Company)

Consolidated Statements of Operations

(Expressed in U.S. dollars)

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

F–3

Here Enterprises, Inc.

(A Development Stage Company)

Consolidated Statement of Stockholders’ Deficit

For the period from NovemberNov. 15, 2006 (Date of Inception) to May 31, 2009
2010

(expressed in U.S. dollars)

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

F–4

Here Enterprises, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(expressed in U.S. dollars)

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

F–5

1.

Nature of Operations and Going Concern

Here Enterprises, Inc.
(A Development (the “Company”) was incorporated in the state of Nevada on November 15, 2006. On December 12, 2006, the Company incorporated Here Network Corp., a company incorporated in the province of British Columbia, Canada. On December 12, 2006, Here Network Corp. acquired a website www.dinehere.ca which provides restaurant listings and reviews to a broad spectrum of Internet visitors. The Company derives advertising revenue from this website. On March 9, 2010, the Company sold its wholly-owned subsidiary, Here Network Corp (see Note 5). The Company is a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Company)Enterprises”.

Notes

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of May 31, 2010, the Company has generated minimal revenue, has a working capital deficit of $100,515, and has incurred losses from operations of $264,490 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 Consolidated Financial Statementsrecoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company intends to fund operations through debt and equity financing arrangements (see Note 11), which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending May 31, 2011.  There is no assurance that the Company will obtain the necessary financing to complete its objectives.

(expressed

2.

Summary of Significant Accounting Policies

(l)

Basis of Presentation

These consolidated financial statements and notes are presented in U.S. dollars)
accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and its formerly wholly-owned Canadian subsidiary, Here Network Corp. from December 12, 2006 (date of inception) to March 9, 2010 (date of disposition - see Note 5). All significant inter-company transactions and balances have been eliminated.  The Company’s fiscal year end is May 31.

F–6

Here Enterprises, Inc.
(A Development Stage Company)
Notes to the Consolidated useful lives and recoverability of long-lived assets, allowance for doubtful accounts, donated expenses, deferred income tax asset valuation allowances and the valuation of financial instruments. 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.

(l)

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.

2.

Summary of Significant Accounting Policies (continued)

(l)

Financial Statements
(expressed in U.S. dollars)
Instruments and Concentrations

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation
methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, amounts due to related parties, loans payable and short-term notes payable.contingently convertible promissory note.  Pursuant to SFAS No. 157,ASC 825, the fair value of the Company’s cash equivalents, when applicable, is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets.  The Company estimates that the carrying values of all of its other financial instruments approximate their fair values due to the immediate or relatively short maturities of these instruments.

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of May 31, 2010 as follows:

The Company does not have any liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of May 31, 2010.

The Company’s discontinued operations are(see Note 5) were in Canada and virtually all of its assets and liabilities are givinggave rise to significant exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and accounts receivable.cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. For the year ended May 31, 2010 and 2009, 100% of revenues were earned from a single customer. As at May 31, 2009, 100% of accounts receivable was due from this customer.

2.

Summary of Significant Accounting Policies (continued)

(e)

Property and Equipment

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

(f)

Website

The Company recognizes the costs associated with developing a website in accordance with ASC 350, “Intangibles – Goodwill and Other”.  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 ASC 360, “Property, Plant and Equipment”, the carrying values of long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

(h)

Foreign Currency Translation

The functional and reporting currencies of the Company are the United States dollar. The functional currency of the Here Network Corp. is the Canadian dollar. The financial statements of Here Network Corp. are translated to United States dollars under the current rate method in accordance with ASC 830, “Foreign Currency Translation Matters”. 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’ deficit.

Transactions in foreign currencies are recorded at the approximate rate of exchange at the transaction date. Assets and liabilities resulting from these transactions are translated at the rate of exchange in effect at the balance sheet date. All differences are recorded in the results of operations.

(i)

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

(j)

Revenue Recognition

The Company’s revenue is derived from pay per click advertising placed on its website. The Company recognizes this advertising revenue in accordance with ASC 605, “Revenue Recognition” when the price is fixed or determinable, persuasive evidence of an arrangement exists, the revenue has been earned, and collectibility is reasonably assured.

(k)

Comprehensive Income

ASC 220, “Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at May 31, 2010, the Company’s does not have any accumulated other comprehensive loss.

2.

Summary of Significant Accounting Policies (continued)

(l)

Basic and Diluted Net Income (Loss) Per Share

The Company computes earnings (loss) per share in accordance with ASC 260,Earnings per Share which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at May 31, 2010, the Company does not have any dilutive potential shares outstanding.

(m)

Reclassification

Certain reclassifications have been made to the comparative figures to conform to the current period’s presentation.

(m)

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends the ASC Topic 820, Fair Value Measurements and Disclosures.  ASU No. 2010-06 amends the ASC to require collateraldisclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements.  The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures concerning purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  The adoption of this amendment is not expected to have a material effect on the Company’s consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05, Measuring Liabilities at Fair Value, which amends the ASC Topic 820, Fair Value Measurements and Disclosures.  ASU No. 2009-05 amends the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard became effective on September 1, 2009. The adoption of this amendment did not have a material effect on the Company’s consolidated financial statements.

In June 2009, the FASB issued guidance now codified as ASC 105, “Generally Accepted Accounting Principles” as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place.  The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.

In May 2009, FASB issued ASC 855, “Subsequent Events”, which establishes an allowancegeneral standards of for doubtful accountsthe evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the agesame principles as those that currently exist in the auditing standards. The standard is effective for interim or annual periods ending after June 15, 2009 The adoption of ASC 855 did not have a material effect on the Company’s financial statements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.

Property and Equipment

4.

Website

5.

Discontinued Operations and Capital Stock

On March 9, 2010, the Company sold its wholly-owned subsidiary, Here Network Corp. to the Company’s controlling shareholders in exchange for the return of 5,600,000 common shares of the receivable andCompany to treasury. The transaction was measured at $6,400, the specific identificationestimated fair value of receivablesHere Network Corp., which was considered more reliably measureable than the Company’s stock as it does not trade in an active market. The Company recognized a gain on disposal of Here Network Corp. of $28,260. The 5,600,000 common shares were subsequently redirected to other shareholders of the Company considers at risk.a price of $0.001 per share. As at May 31, 2010, subscriptions in the amount of $5,600 are due from these shareholders. On May 31, 2010, the Company forgave advances of $21,258 provided to Here Network Corp. prior to its disposal.

ForThe results of discontinued operations of Here Network Corp. are summarized as follows:

5.

Discontinued Operations and Capital Stock (continued)

The gain on disposal of Here Network Corp. is summarized as follows:

Cash flows of the discontinued operations of Here Network Corp. are summarized as follows:

6.

Related Party Transactions and Balances

(a)

As at May 31, 2010, the Company was indebted to a director (2009 – former directors) of the Company in the amount of $200 (May 31, 2009 - $10,096) for expenses incurred on behalf of the Company. The amounts are unsecured, non-interest bearing and due on demand.

(b)

As at May 31, 2010, the Company was indebted to a shareholder of the Company in the amount of $5,500 (May 31, 2009 - $nil). The amount is unsecured, non-interest bearing and due on demand.

(c)

One former employee of the Company provided management services and office premises to the Company at no charge for the period from June 1, 2009 to March 8, 2010. From March 9, 2010 to May 31, 2010, an officer of the Company provided office premises to the Company at no charge. The donated services have an estimated fair value of $2,000 per month and office premises have an estimated fair value of $250 per month. During the year ended May 31, 2010, $20,000 (2009 - $24,000) in donated services and $3,000 (2009 - $3,000) in donated rent were charged to operations and recorded as donated capital.

(d)

On April 1, 2010, the Company entered into an agreement with the Chief Executive Officer of the Company to provide management services at a rate of $10,000 per month. The agreement can be terminated with notice of one month. During the year ended May 31, 2010, the Company incurred $20,000 in management fees under the agreement which has been recorded in general and administrative expense in the statement of operations. As at May 31, 2010, $20,000 was unpaid. The amount due is unsecured, non-interest bearing and due on demand.

6.

Related Party Transactions and Balances (continued)

(e)

On April 1, 2010, the Company entered into an agreement with the Chief Financial Officer of the Company to provide management services at a rate of $2,500 per month. The agreement can be terminated with notice of one month. During the year ended May 31, 2010, the Company incurred $5,000 in management fees under the agreement which has been recorded in general and administrative expense in the statement of operations. As at May 31, 2010, $5,000 was unpaid. The amount due is unsecured, non-interest bearing and due on demand.

7.  

Loans Payable

(a)

On October 8, 2008, the Company issued a promissory note to an unrelated company for proceeds of $30,000.  The promissory note bears interest at 20% per annum, is unsecured and repayable on demand.

(b)

On April 8, 2009, the Company issued a promissory note to an unrelated company for proceeds of $10,000. On June 26, 2009 and March 24, 2010, the Company issued additional promissory notes to this company for proceeds of $20,000 and $2,700 respectively. The Company repaid $5,000 on October 20, 2009, and $8,000 on November 19, 2009. The promissory notes bear no interest, are unsecured and have no fixed term for repayment.  

(c)

On March 31, 2010, the Company issued a promissory note to a former director of the Company for proceeds of $20,000. On May 31, 2010, the former director of the Company forgave the promissory note. The promissory note bore no interest, was unsecured and had no fixed term for repayment.  

(d)

On May 31, 2010, the former president of the Company forgave an amount owing to him totalling $672. The amount bore no interest, were unsecured and had no fixed term for repayment.  

8.

Contingently Convertible Promissory Note

On May 12, 2010, the Company issued a contingently convertible promissory note to The Good One, Inc. (see Note 11) for proceeds of $10,000.  The promissory note is unsecured, bears interest at 5% per annum and is automatically convertible into shares of the Company’s stock upon the satisfaction of certain conditions.  If the conditions for automatic conversion are not satisfied, the note and accrued interest is repayable on November 12, 2010. The conversion price is equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The note may be repaid by the Company, in whole or in part, at any time without penalty.

9.

Other Income

On May 15, 2009, the Company signed Memorandum of Understanding (the “MOU”) with Magnolia Solar, Inc. (“Magnolia”) under which Magnolia was to acquire a majority interest in the issued and outstanding common stock of the Company from its controlling shareholders for $300,000 in a reverse merger transaction. On October 15, 2009, Magnolia advanced the Company $15,000 of the $20,000 deposit contemplated under the letter agreement. If the reverse merger transaction was to fail to close, through no fault of the Company, the $20,000 deposit was to be treated as a “break up” fee payable to the Company. On December 10, 2009, Magnolia decided not to proceed with the transactions contemplated by the MOU and abandoned the reverse takeover transactions.  Accordingly, the Company recognized the $15,000 as other income in the statement of operations during the year ended May 31, 2010. Management does not expect the Company to receive the remaining $5,000 contemplated under the agreement from Magnolia.  

10.

Income Taxes

The income tax recovery differs from the amount computed by applying the federal and state income tax rate of 35% (2009 – 35%) to loss from continuing operations for the years ended May 31, 2010 and 2009 and 2008, revenue from a single customer represented 100% of total revenue. As at May 31, 2009 and 2008, 100% of accounts receivable is with this customer.as follows:

F–7

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