UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended May 31, ~~2010~~2011

Commission file number: 000-52951

HERE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nevada		27-2208420
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
848 N. Rainbow Blvd. #2952, Las Vegas, NV		89107
848 N. Raindbow Blvd. #2952, Las Vegas, NV		89107
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, including area code:

(~~830~~210) ~~393~~ 957-~~9398~~7879

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

Title of each class:

Name of each exchange on which registered:

N/A

Securities registered under 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 [X] No

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 [X] No

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 reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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. [X] Yes [ ] No

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) [ ] Yes [x] No

(Not required)

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

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,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ] (Do not check if a smaller reporting company)	Smaller reporting company	[x]

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

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.$081,900,000.~~00.~~ Registrant trades on the pink sheets under the symbol HRTE. The only trades of the issuer’s stock occurred with the sale of 1,000 shares at $2.02 per share on 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.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 8819,~~190~~000,000 shares of common stock as of September 29, ~~2010~~2011.

PART I

Item 1. Business

Corporate History

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 Whistler.

On May 15, 2009, 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~~contemplated that pursuant to a mutually satisfactory definitive agreement between the parties, Magnolia would acquire a majority interest in the issued and outstanding common stock of our Company from our Company and certain significant shareholders of our Company for $300,000. The purchase price of $300,000 was contemplated to be raised by Midtown Partners as part of its $1,500,000 bridge funding.

In June 2009, we entered into a letter agreement with Magnolia, pursuant to which Magnolia agreed to wire us $20,000, upon the execution of the letter agreement, which amount 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, $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 the ~~our company~~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.

On April 9, 2010, we sold all of the issued and outstanding stock of Here Network Corp. to the founders of the Company, 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. (“ASB”) and Cycle Ranch Inc. (“Cycle Ranch”), 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~~Cycle ~~Companies~~Ranch in the amount of $640,000, with interest at 6% per annum and dated February 5. 2010, which requires payment of $6,063 per month, with the balance due in full on August 30, 2012.

~~February~~Current ~~5. 2010, which requires payment of $6,063 per month, with the balance due in full on August 30, 2012.~~Business

~~Current~~ Cycle Ranch operates a motocross race track located in Floresville, Texas. They have 108 acres of red dirt and ~~Anticipated~~oak ~~Business~~trees. The main track is approximately 1.7 miles long and 30 feet wide and is prepared every weekend for races. There is also a junior beginner track located behind the main race track. Facilities also include bathrooms, covered pavilions with picnic tables, covered grandstands that seat 800 people, a bike wash and a bike shop. More details on the track, facilities and events can be viewed at www.cycleranchmx.com.

~~Cycle~~Sources ~~Ranch~~of Revenue

Cycle Ranch operates a motocross race track located in Floresville, Texas. They have 108 acres of red dirt and oak trees. The main track is approximately 1.7 miles long and 30 feet wide and is prepped every weekend for races. There is also a junior beginner track located behind the main race track. Facilities also include bathrooms, covered pavilions with picnic tables, covered grandstands that seat 800 people, a bike wash, and a bike shop. More details on the track, facilities and events can be viewed at www.cycleranchmx.com.

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 compete regionally nationally with other speedway owners to sponsor events. We compete for spectator interest with all forms of professional and amateur spring, summer and fall sports, and with a wide range of other 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 held on the same days as our events. We promote outdoor motorsports events. Weather conditions surrounding these events affect sales of tickets, concessions and souvenirs, among other things.

Employees

Our President, Secretary, Treasurer and Director, Mark K. Ryun, and our Chief Financial Officer, ~~Michael~~George ~~T. Moore~~Russell, are the only ~~employee~~employees of our Company. 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 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.

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.

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

Not applicable.

Item 1B. Unresolved Staff Comments

Not Applicable.

Item 2. Properties

Our executive and head office is located at 848 N. Rainbow Blvd., #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 owns the lease on that property.

Item 3. Legal Proceedings

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

Item 4. (Removed And Reserved)

PART II

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.

Quarter Ended	High	Low
May 31, 2011	$0.04	$0.008
February 28, 2011	$0.15	$0.038
November 30, 2010	$0.10	$0.05
August 31, 2010	$0.02	$0.02
May 31, 2010	$1.50	$0
February 28, 2010	$1.50	$0
November 30, 2009	$0	$0
August 31, 2009	$1.01	$0

February 28, 2010	$1.50	$0
November 30, 2009	$0	$0
August 31, 2009	$1.01	$0
May 31, 2009	$0	$0
February 28, 2009	$0	$0
November 30, 2008	$1.01	$0
August 31, 2008	$0	$0
May 31, 2008	$0.75	$0.75
February 29, 2008	$0.20	$0.15

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 ~~June~~September 126, ~~2010~~2011, was $20.020042 per share.

There are currently 1516 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 Nevada 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.

	Accumulated
	Year Ended	Year Ended
	From Nov. 15,
	May 31,	May 31
	2006 (Date of
	2011	2010
	Inception) to	Year Ended	Year Ended
Revenues from continuing operations	$ 287,592	$ -
	May 31,	May 31	May 31
Total operating expenses	$ 1,014,222	$ 109,665
	2010	2010	2009
Operating Loss	(726,630)	(109,665)
Revenues from continuing operations	$ -	$ -	$ -
Net loss	(9,538,608)	(70,869)
Total operating expenses	$ 285,218	$ 109,665	$ 69,623
Net cash provided by financing activities	161,840	45,200
Operating Loss	(285,218)	(109,665)	(69,623)
Cash used in operating activities	(153,575)	(46,658)
Net loss	(264,490)	(70,869)	(83,341)
Cash and cash equivalents on hand	5,790	3,087
Net cash provided by financing activities	166,872	45,200	40,000
Net loss per common share: Basic and Diluted	(0.01)	-
Cash used in operating activities	(142,441)	(46,658)	(36,462)
Weighted average number of common shares outstanding:	819,000,000	819,000,000
Cash and cash equivalents on hand	3,087	3,087	7,644
Stockholders’ deficit	(4,380,664)	(100,515)
Net loss per common share: Basic and Diluted		(0.01)	(0.01)
Weighted average number of common shares outstanding:		8,190,000	8,190,000
Property and equipment acquired from a related

party	3,515	-	-
Stockholders’ deficit		(100,515)	(47,120)

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

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 in our annual report, particularly in the section entitled “Risk Factors” beginning on page 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. On March 9, 2010, the Company sold its wholly-owned subsidiary, Here Network Corp. to Company’s controlling shareholders in exchange for the return of 5,600,000 common shares of the Company, which were distributed to certain shareholders..

Sources of Revenue

The Company ~~did~~generated ~~not~~$287,592 ~~generate~~in revenues for the year ended May 31, 2011, primarily from ~~continuing~~the ~~operations for~~operation of its subsidiary companies. No revenues were generated during the year ended May 31, 2010. Revenues generated from Here Network Corp. have been included in loss from discontinued operations for the year ended May 31, 2010.

Results of Operations

Year ended May 31, ~~2010~~2011 and May 31, 2009

The following table summarizes our operating results for the years ended May 31, ~~2009~~2011 and ~~2008~~2010:

		Year Ended May 31,
		2010			2009
		2011			2010
Revenue	$	-287,592		$	-
Operating Expenses		~~109~~1,~~665~~014,222			69109,~~623~~665
Net Loss	$	(709,~~869~~538,608	)	$	(8370,~~341~~869	)

General and administrative costs were $~~109~~215,~~665~~615 for the year ended May 31, ~~2010~~2011 as compared to $69109,~~923~~665 for the year ended May 31, ~~2009~~2010. The increase in general and administrative costs was primarily attributable to Interest expense accrued and management fees incurred to ~~offices~~officers of the Company.

Liquidity and Capital Resources

Working Capital

		At May 31,			At May 31,
		2010			2009
		2011			2010
Current assets	$	35,~~087~~790		$	83,~~545~~087
Current liabilities		~~103~~6,~~602~~356,691			62103,~~837~~602
Working Capital Deficit	$	(~~100~~6,~~515~~350,901	)	$	(54100,~~292~~515	)

As of May 31, ~~2010~~2011, we had cash of $35,~~087~~790, and a working capital deficit of $~~100~~6,~~515~~350,901, as compared to cash of $73,~~644~~087, and working capital deficit of $54100,~~292~~515 as of May 31, ~~2009~~2010. We have suffered a net loss from inception.

inception. The company is indebted to a director in the amount of $200, as of May 31, 2010, for expenses incurred on behalf of the Company. As of May 31, 2010, the Company was indebted to a 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 bears an interest at 5% per annum. It is automatically convertible into shares of the Company’s common stock upon satisfaction of certain conditions. If those conditions are not met, the note and accrued interest is repayable on November 12, 2010 at a conversion price of 30% of the average closing bid price for the three business days prior to the notice of conversation as quoted on the Pink Sheets quotation system.

On October 8, 2008, we issued to Mountain Equity Ltd., a demand promissory note in the amount of $30,000. The promissory note is not subject to any specific repayment terms, and will accrue interest at the rate of 20% per annum on the principal amount remaining unpaid, after as well as before demand or maturity or default occurs. If we fail to pay the principal amount of the promissory note or any interested thereon upon demand, then the entire unpaid principal and all accrued and unpaid interest becomes payable immediately.

On April 8, 2009, 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.

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

Going Concern

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon the continued financial support from our 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, ~~2010~~2011, 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 and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

Here Enterprises, Inc.

~~(A Development~~May ~~Stage~~31, ~~Company)~~2011

May 31, 2010

Index

Report of Independent Registered Public Accounting Firm

F–1

Consolidated Balance ~~Sheet~~Sheets

F–2

Consolidated ~~Statement~~Statements of Operations

F–3

Consolidated ~~Statement~~Statements of Stockholders’ Deficit

F–4

Consolidated ~~Statement~~Statements of Cash Flows

F–5

Notes to the Consolidated Financial Statements

F–6 – F~~-11~~–18

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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, ~~2010~~2011 and ~~2009~~ 2010 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, 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, ~~2010~~2011 and ~~2009~~2010, 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, 2010~~ 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 LLP”

CHARTERED ACCOUNTANTS

Vancouver, Canada

September 24 29, ~~2010~~2011

F-1

Here Enterprises, Inc.

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in U.S. dollars)

	May 31, 2010 $	May 31, 2009 $
	May 31, 2011 $	May 31, 2010 $
Current Assets
Cash	35,~~087~~790	73,~~644~~087
Accounts receivable	–	901
Total Current Assets	5,790	3,087
Total Current Assets	3,087	8,545
Property and Equipment (Note 4)	921,069	–
Property and equipment (Note 3)	–	1,236
Goodwill (Note 3)	1,188,458	–
Website (Note 4)	–	5,936
Total Assets	2,115,317	3,087
Total Assets	3,087	15,717
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	351,~~313~~937	43,~~670~~313
Accrued liabilities	9254,~~889~~222	89,~~071~~889
Due to related parties (Note 6)	30,700	10,096
Due to related parties (Note 5)	190,413	30,700
Loans payable (Note 7)	49,700	40,000
Loans payable (Note 6)	599,197	49,700
Contingently convertible promissory note (Note 8)	10,000	–
Contingently convertible promissory notes (Note 7)	131,206	10,000
Total Current Liabilities	103,602	62,837
Convertible promissory notes, net of discount of $128,772 (Note 8)	5,129,716	–
Nature of Operations and Going Concern (Note 1) Commitment (Note 11) Subsequent Events (Note 11)
	6,356,691	103,602
Deferred income tax liability (Note 12)	139,292	–
Total Current Liabilities	6,495,983	103,602
Nature of Operations and Going Concern (Note 1)
Commitment (Note 10)
Subsequent Event (Note 13)
Stockholders’ Deficit
Common stock (Note 5) Authorized: 1,500,000,000 shares, par value $0.001 Issued and outstanding: 8,190,000 shares	8,190	8,190
Common stock (Note 9) Authorized: 1,500,000,000 shares, par value $0.001 Issued and outstanding: 819,000,000 shares	819,000	819,000
Preferred stock Authorized: 50,000,000 shares, par value $0.001 Issued and outstanding: nil shares	-	-
Preferred stock (Note 11) Authorized: 50,000,000 shares, par value $0.001 Issued and outstanding: no shares	–	–
Subscriptions receivable (Note 5)	(5,600)	-
Subscriptions receivable	(5,600)	(5,600)
Additional paid-in capital	72,810	72,810
Donated capital	89,375	89,375
Donated capital (Note 6(c))	89,375	66,375
Additional paid-in capital	4,520,457	(738,000)
Accumulated other comprehensive loss	–	(874)
Deficit	(9,803,898)	(265,290)
Deficit accumulated during the development stage	(265,290)	(193,621)
Total Stockholders’ Deficit	(4,380,666)	(100,515)
Total Stockholders’ Deficit	(100,515)	(47,120)
Total Liabilities and Stockholders’ Deficit	2,115,317	3,087
Total Liabilities and Stockholders’ Deficit	3,087	15,717

(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)

			Accumulated from November 15, 2006 (Date of Inception) to May 31, 2010 $	Year Ended May 31, 2010 $	Year Ended May 31, 2009 $
	For the	For the
Revenues			–	–	–
	Year Ended	Year Ended
Operating Expenses
	May 31,	May 31,
General and administrative (Note 6)			285,218	109,665	69,623
	2011	2010
Operating Loss			(285,218)	(109,665)	(69,623)
	$	$
Other Income (Expense)
Revenue	287,592	–
Other income (Note 9)			15,000	15,000	–
Expenses
Gain on forgiveness of loans payable (Notes 7(c) and (d))			20,672	20,672	–
Depreciation	75,142	–
Loss on forgiveness of advances to Here Network Corp. (Note 5)			(21,258)	(21,258)	–
General and administrative	215,615	109,665
			14,414	14,414	–
Interest	196,260	–
Loss From Continuing Operations			(270,804)	(95,251)	(69,623)
Property taxes	14,775	–
Discontinued Operations (Note 5)
Track operation	155,121	–
Loss from discontinued operations			(21,946)	(3,878)	(13,718)
Wages and benefits (Note 5(d) and (e))	357,309	–
Gain on disposal of discontinued operations			28,260	28,260	–
Total Operating Expenses	1,014,222	109,665
			6,314	24,382	(13,718)
Loss from Continuing Operations Before Other Items	(726,630)	(109,665)
Net Loss			(264,490)	(70,869)	(83,341)
Other Income (Expenses)
Other Comprehensive Income
Accretion of convertible promissory notes (Note 8)	(5,185,919)	–
Foreign currency translation adjustments			–	–	(1,294)
Gain on forgiveness of loans payable	–	20,672
Comprehensive Loss			(264,490)	(70,869)	(84,635)
Loss on forgiveness of advances to Here Network Corp.	–	(21,258)
Net Loss Per Share – Basic and Diluted
Loss on impairment of goodwill (Note 3)	(3,769,656)	–
Continuing Operations				(0.01)	(0.01)
Other Income	(1,453)	15,000
Discontinued Operations				–	–
Total Other Income (Expenses)	(8,957,028)	14,414
				(0.01)	(0.01)
Loss From Continuing Operations Before Taxes	(9,683,658)	(95,251)
Weighted Average Shares Outstanding – Basic and Diluted				8,190,000	8,190,000
Discontinued Operations (Note 11)
Loss from discontinued operations	–	(3,878)
Gain on disposal of discontinued operations	–	28,260
	–	24,382
Loss before taxes	(9,683,658)	(70,869)
Deferred income tax recovery (Note 12)	145,050	–
Net Loss and Comprehensive Loss	(9,538,608)	(70,869)
Net Loss Per Share:
Discontinued Operations – Basic and Diluted	–	–
Continuing Operations – Basic and Diluted	(0.01)	–
Weighted Average Shares Outstanding	819,000,000	819,000,000

(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~~(Expressed ~~period~~in ~~from Nov~~U.S. ~~15, 2006 (Date of Inception~~dollars) ~~to May 31, 2010~~

(expressed in U.S. dollars)


	Common Stock						Accumulated
	Shares	Amount	Treasury Shares	Subscriptions Receivable	Additional Paid-in Capital	Donated Capital	Other Comprehensive Income (Loss)	Accumulated Deficit	Total
	#	$	$	$	$	$	$	$	$

Balance, May 31, 2009	819,000,000	819,000	–	–	(738,000)	66,375	(874)	(193,621)	(47,120)
Shares returned to treasury upon disposition of Here Network Corp.	–	–	(6,400)	–	–	–	–	–	(6,400)
5,600,000 treasury shares issued for $0.001 per share	–	–	6,400	(5,600)	–	–	–	(800)	–
Donated services and rent	–	–	–	–	–	23,000	–	–	23,000

Foreign currency translation	–	–	–	–	–	–	874	–	874

Net loss for the year	–	–	–	–	–	–	–	(70,869)	(70,869)

Balance, May 31, 2010	819,000,000	819,000	–	(5,600)	(738,000)	89,375	–	(265,290)	(100,515)

Beneficial conversion feature	–	–	–	–	5,258,457	–	–	–	5,258,457

Net loss for the year	–	–	–	–	–	–	–	(9,538,608)	(9,538,608)

Balance, May 31, 2011	819,000,000	819,000	–	(5,600)	4,520,457	89,375	–	(9,803,898)	(4,380,666)

Common Stock

Amount

Treasury Shares

Subscriptions Receivable

Additional Paid-in Capital

Donated Capital

Accumulated Other Comprehensive Income (Loss)

Deficit Accumulated During the Development Stage

Total

Balance, May 31, 2007

8,190,000

8,190

–

72,810

12,375

330

(15,434)

78,271

Donated services and rent

–

27,000

–

27,000

Foreign currency translation

–

Net loss for the year

–

(94,846)

Balance, May 31, 2008

8,190,000

8,190

–

72,810

39,375

420

(110,280)

10,515

Donated services and rent

–

27,000

–

27,000

Foreign currency translation

–

(1,294)

–

(1,294)

Net loss for the year

–

(83,341)

Balance, May 31, 2009

8,190,000

8,190

–

72,810

66,375

(874)

(193,621)

(47,120)

Shares returned to treasury upon disposition of Here Network Corp.

–

(6,400)

–

(6,400)

5,600,000 shares issued for $0.001 per share

–

6,400

(5,600)

–

(800)

–

Donated services and rent

–

23,000

–

23,000

Foreign currency translation

–

874

–

874

Net loss for the year

–

(70,869)

Balance, May 31, 2010

8,190,000

8,190

–

(5,600)

72,810

89,375

–

(265,290)

(100,515)

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

(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~~ Expressed in U.S. dollars)

	Period From November 15, 2006 (Date of Inception) to May 31, 2010 $	Year Ended May 31,2010 $	Year Ended May 31,2009 $
	For The Year Ended May 31, 2011 $	For the Year Ended May 31, 2010 $
Operating Activities
Loss from continuing operations	(270,804)	(95,251)	(69,623)
Net loss from continuing operations for the year	(9,538,608)	(95,251)
Non-cash items:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Donated services and rent	89,375	23,000	27,000
Accretion of convertible promissory notes	5,185,919	–
Gain on forgiveness of loans payable	(20,672)	(20,672)	–
Depreciation	75,142	–
Loss on forgiveness of advances to Here Network Corp.	21,258	21,258	–
Impairment of goodwill	3,769,656	–
Changes in operating assets and liabilities:
Donated services and rent	–	23,000
Accounts payable	3,313	(5,769)	1,848
Future income tax recovery	(145,050)	–
Accrued liabilities	9,889	5,576	4,313
Gain on forgiveness of loans payable	–	(20,672)
Due to related parties	25,200	25,200	–
Loss on forgiveness of advances to Here Network Corp.	–	21,258
Net Cash Used in Operating Activities	(142,441)	(46,658)	(36,462)
Changes in operating assets and liabilities:
Investing Activities
Accounts payable and accrued liabilities	294,722	(193)
Disposition of discontinued operations	–	(3,417)	–
Due to related parties	204,644	25,200
Advances to Here Network Corp.	(21,258)	–	–
Net Cash Used In Operating Activities	(153,575)	(46,658)
Purchase of Here Network Corp.	(86)	–	–
Investing Activities
Net Cash Used in Investing Activities	(21,344)	(3,417)	–
Cash acquired from subsidiary	4,938	–
Financing Activities
Purchase of property and equipment	(10,500)	–
Proceeds from loan from shareholder	5,500	5,500	–
Net Cash Used in Investing Activities	(5,562)	–
Proceeds from loan from former shareholder	672	–	–
Financing Activities
Proceeds from issuance of common stock	81,000	–	–
Proceeds from loan from shareholder	6,000	5,500
Proceeds from issuance of contingently convertible promissory note	~~10,000~~–	10,000	–
Proceeds from issuance of loans payable	82,700	42,700	40,000
Proceeds from notes and loans payable	157,500	42,700
Repayments of loans payable	(13,000)	(13,000)	–
Repayment of notes and loans payable	(1,660)	(13,000)
Net Cash Provided by Financing Activities	~~166~~161,~~872~~840	45,200	~~40,000~~
Effect of Exchange Rate Changes on Cash	–	(107)	~~(297)~~
Increase (Decrease) in Cash from Continuing Operations	3,087	(4,982)	3,241
Net Increase (Decrease) in Cash from Continuing Operations	2,703	(1,565)
Increase (Decrease) in Cash from Discontinued Operations	–	425	(4,750)
Net Increase in Cash from Discontinued Operations	–	(2,992)
Cash, Beginning of Period	–	7,644	9,153
Net Increase (Decrease) in Cash	2,703	(4,557)
Cash, End of Period	3,087	3,087	7,644
Cash, Beginning of Year	3,087	7,644
Non-cash Investing and Financing Activities
Cash, End of Year	5,790	3,087
Property and equipment acquired from a related party	3,515	–	–
Non-cash Investing and Financing Activities
Shares returned for disposal of Here Network Corp.	6,400	6,400	–
Issuance of convertible note for acquisition of subsidiary	5,000,000	–
Website acquired from a related party	4,330	–	–
Assumption of convertible note for acquisition of subsidiary	640,000	–
Supplemental Disclosures
Convertible notes issued for note payments	48,504	–
Interest paid	–	–	–
Convertible notes issued for acquisition of equipment	19,631	–
Income taxes paid	–	–	–
Convertible notes issued to settle accounts payable	170,831	–
Shares returned for disposal of Here Network Corp.	–	6,400
Supplemental Disclosures
Interest paid	–	–
Income taxes paid	–	–

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

F-5

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

(expressed in U.S. Dollars)

Nature of Operations and ~~Going~~Continuance ~~Concern~~of Business

Here Enterprises, Inc. (“Here Enterprises” or the “Company”) was incorporated in the state of Nevada on November 15, 2006. On December 12, 2006, the Company incorporated Here Network Corp., a company incorporated in the province of British Columbia, Canada. On December 12, 2006, Here Network Corp. acquired a website www.dinehere.ca which provides restaurant listings and reviews to a broad spectrum of Internet visitors. 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 Enterprises”.

~~These~~On ~~consolidated~~March ~~financial~~9, ~~statements~~2010, ~~have~~Here ~~been~~Enterprises ~~prepared~~sold onHere ~~a going~~Network ~~concern~~Corp. ~~basis~~On September 9, ~~which~~2010, ~~implies~~Here ~~the~~Enterprises ~~Company~~entered ~~will~~into ~~continue~~a toShare ~~realize~~Purchase ~~its assets~~Agreement ~~and~~with ~~discharge~~The ~~its~~Good ~~liabilities~~One, inInc. ~~the~~(“The ~~normal~~Good ~~course~~One”), under which it agreed to purchase all of ~~business.~~the Ascommon stock of ~~May 31,~~Cycle ~~2010~~Ranch, ~~the~~Inc. ~~Company~~and ~~has~~ASB ~~generated~~Land ~~minimal~~Company, ~~revenue~~Inc., ~~has~~and a ~~working~~99% ~~capital deficit~~limited partnership interest of ~~$100~~Cycle Ranch Management,~~515~~ Ltd. (collectively, ~~and~~“Cycle ~~has~~Ranch”). Cycle ~~incurred~~Ranch, ~~losses~~Inc. ~~from~~currently ~~operations~~only serves as general partner of ~~$264~~Cycle Ranch Management,~~490~~ ~~since inception~~Ltd. ~~The~~and ~~continuation~~owns of the ~~Company~~remaining as1% interest in Cycle Ranch Management Ltd. Cycle Ranch operates a ~~going~~motocross ~~concern~~park isnear ~~dependent~~Floresville, ~~upon~~ Texas (the ~~continued~~“Cycle ~~financial~~Ranch ~~support~~Business”). Revenue is primarily generated from ~~its~~participant ~~shareholders,~~registration fees and admissions. Upon the ~~ability~~completion of this transaction, the Company toemerged ~~obtain~~from ~~necessary~~the ~~equity~~development ~~financing~~stage toas ~~continue~~defined ~~operations,~~by ~~and~~Financial ~~the attainment~~Accounting ofStandards ~~profitable~~Board ~~operations.~~(“FASB”) ~~These~~Accounting ~~factors~~Standards ~~raise~~Codification ~~substantial~~(“ASC”) ~~doubt regarding~~915, “Development Stage Enterprises” as the Company’s ~~ability~~has torealized ~~continue~~substantial asrevenue afrom ~~going~~principal ~~concern.~~operations ~~These consolidated~~and ~~financial~~devotes ~~statements~~substantial doefforts ~~not~~to ~~include~~operating ~~any~~its ~~adjustments~~motocross business. In addition to the ~~recoverability~~ ~~and~~motocross ~~classification~~business, ofthe ~~recorded~~Company ~~asset~~intends ~~amounts~~to ~~and~~develop ~~classification of~~wind ~~liabilities~~energy ~~that~~projects ~~might~~on bethe ~~necessary~~premises ~~should~~of ~~the~~existing commercial businesses. The Company’s befirst ~~unable~~wind tofarm ~~continue as~~is abeing ~~going~~developed ~~concern~~on the premises of the Cycle Ranch motocross park.

~~The~~These ~~Company~~consolidated ~~intends~~financial tostatements ~~fund~~have ~~operations~~been ~~through~~prepared ~~debt~~on ~~and~~a ~~equity financing~~going ~~arrangements~~concern ~~(see Note 11)~~basis, which ~~may~~implies bethe ~~insufficient~~Company will continue to ~~fund~~realize its ~~capital~~ ~~expenditures,~~assets ~~working capital~~ and ~~other~~discharge ~~cash~~its ~~requirements~~liabilities ~~for~~in the ~~year ending~~normal course of business. As of May 31, 2011, the Company has a working capital deficit of $6,350,901, and has incurred losses from operations of $9,803,898 since inception. ~~There~~ The continuation of the Company as a going concern is nodependent ~~assurance~~upon ~~that~~the continued financial support from its shareholders and management, the ability of the Company ~~will~~to obtain ~~the~~ necessary equity or debt financing to ~~complete~~continue ~~its~~operations, ~~objectives~~and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company intends to fund operations through debt and equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending May 31, 2012. There is no assurance that the Company will obtain the necessary financing to complete its objectives.

Summary of Significant Accounting Policies

(la)

Basis of Presentation

These consolidated financial statements and notes are presented in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and ~~its~~ ~~formerly~~ wholly-owned ~~Canadian subsidiary~~subsidiaries, ~~Here~~Cycle ~~Network~~Ranch, ~~Corp~~Inc. ~~from~~and ~~December 12,~~ASB ~~2006~~Land ~~(date~~Company, ofInc. ~~inception)~~and toCycle ~~March~~Ranch 9Management, ~~2010~~Ltd. (starting from the date of ~~disposition~~acquisition, -September 9, 2010 (see Note 5 3). All significant inter-company transactions and balances have been eliminated. The Company’s fiscal year end is May 31.

(lb)

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to ~~the~~valuation ~~useful~~of ~~lives~~financial ~~and~~ instruments, recoverability of long-lived assets, ~~allowance~~impairment ~~for~~of ~~doubtful~~goodwill, ~~accounts~~depreciation rates, donated expenses, and 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)~~F-6

~~Cash~~Here ~~and~~Enterprises, ~~Cash Equivalents~~Inc.

~~The~~Notes ~~Company~~to ~~considers all highly liquid instruments with a maturity of three months or less at~~ the ~~time~~Consolidated ofFinancial ~~issuance to be cash equivalents.~~ Statements

(expressed in U.S. Dollars)

Summary of Significant Accounting Policies (continued)

(lc)

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.

Advertising

Advertising costs totalled approximately $6,727 and $Nil for the year ended May 31, 2011 and 2010, respectively, and are expensed as incurred.

Financial Instruments and Concentrations

ASC 825, Financial Instruments requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

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

Level 2

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

Level 3

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

The Company’s financial instruments consist principally of cash, accounts payable, amounts due to related parties, loans payable, contingently convertible promissory notes and ~~contingently~~ convertible promissory ~~note~~notes. Pursuant to ASC 825, the fair value of the Company’s cash equivalents, when applicable, is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company estimates that the carrying values of all of its other financial instruments approximate their fair values due to the immediate or relatively short maturities of these instruments and current market rates for similar instruments.

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of May 31, ~~2010~~2011 as follows:

	Fair Value Measurements Using
	Quoted Prices in	Significant
	Quoted Prices in Active Markets For Identical Instruments (Level 1) $	Significant Other Observable Inputs (Level 2) $	Significant Unobservable Inputs (Level 3) $	Balance as of May 31, 2011 $
	Active Markets	Other	Significant
	For Identical	Observable	Unobservable
	Instruments	Inputs	Inputs	Balance as of
	(Level 1)	(Level 2)	(Level 3)	May 31, 2010
	$	$	$	$
Assets:
Cash	35,~~087~~790	–	–	35,~~087~~790

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 (see Note 5) were in Canada and virtually all of its assets and liabilities gave 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. 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.

F-7

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

(expressed in U.S. Dollars)

Summary of Significant Accounting Policies (continued)

(e)

Financial Instruments and Concentrations (continued)

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



	Fair Value Measurements Using

	Quoted Prices in Active Markets For Identical Instruments (Level 1) $	Significant Other Observable Inputs (Level 2) $	Significant Unobservable Inputs (Level 3) $	Balance as of May 31, 2010 $
Assets:
Cash	3,087	–	–	3,087

The Company does not have any liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of May 31, 2011 or 2010.

Items Measured at Fair Value on a Nonrecurring Basis:

In addition to assets and liabilities measured at fair value on a recurring basis, the Company is required to measure certain assets at fair value on a nonrecurring basis, generally as a result of an impairment charge. During the year ended May 31, 2011, as part of the Company’s annual review of intangible assets, an impairment charge of $3,769,656 was recognized related to the acquisition of Cycle Ranch. The fair value of Cycle Ranch was $1,902,393 at May 31, 2011 based on Level 3 inputs. Fair value was determined based on discounted cash flow analyses that include significant management assumptions such as revenue growth rates and cost of capital.

Property and Equipment

Property and equipment are recorded at cost. Land is not amortized. Amortization has been provided using the following rates and methods for property and ~~estimated~~equipment ~~useful~~other ~~lives~~than land:

Computer hardware	3 years straight-line
Buildings and improvements	7 years straight-line
Furniture and office equipment	5 years straight-line
Equipment	3 – 7 years straight line

(fg)

~~Website~~Goodwill

~~The~~In ~~Company recognizes the costs associated with developing a website in~~ accordance with ASC 350, “Intangibles – Goodwill and Other”~~. The~~, ~~Company~~goodwill ~~acquired its website from a third party. The Company~~ is ~~capitalizing~~ ~~costs~~required ofto ~~computer~~be ~~software~~tested ~~obtained~~ for ~~internal~~impairment ~~use in web design and network operations. These capitalized costs will be amortized based~~ on ~~their estimated~~an ~~useful~~annual ~~life~~basis, ~~over~~or ~~three~~more ~~years.~~frequently ~~Payroll~~if ~~and~~certain ~~related~~indicators ~~costs will not be capitalized~~arise, asusing the ~~amounts~~guidance ~~principally~~specifically ~~relate to maintenance~~provided. ~~Internal costs related to the development of website content will be expensed as incurred.~~

~~(g)~~Management reviews goodwill at least annually, and on an interim basis when conditions require, evaluates events or changes in circumstances that may indicate impairment in the carrying amount of such assets. An impairment loss is recognized in the statement of operations in the period that the related asset is deemed to be impaired. During the year ended May 31, 2011, the Company recorded an impairment of goodwill expense of $3,769,656, equal to the excess of the carrying value of goodwill over the estimated fair value of goodwill.

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)~~F-8

~~Foreign~~Here ~~Currency~~Enterprises, ~~Translation~~Inc.

~~The~~Notes 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~~Consolidated ~~rate~~Financial 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. Statements

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

~~(i)~~2.

Summary of Significant Accounting Policies (continued)

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 primarily from ~~pay~~participant ~~per~~registration ~~click~~fees ~~advertising placed~~and onadmissions ~~its~~to ~~website~~the motocross park. 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~~collectability is reasonably assured. The price is fixed and determinable, persuasive evidence of an arrangement exists and collectability is reasonably assured when participant registration fees and admissions are received. Revenue has been earned upon completion of the races.

(k)

Comprehensive Income

ASC 220, “Comprehensive Income,” establishes standards for the reporting and display of other comprehensive income and its components in the financial statements. As at May 31, ~~2010~~2011, the Company’s does not have any accumulated other comprehensive loss.

~~F-8~~ l)

2.Earnings (Loss) per Share

~~Summary~~The Company computes earnings (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of ~~Significant~~both ~~Accounting~~basic ~~Policies~~and diluted earnings per share (~~continued~~EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. As at May 31, 2011, the Company has 1,253,252,985 dilutive potential shares outstanding.

(lm)

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.

(mn)

Recent Accounting Pronouncements

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

InThe ~~August~~Company ~~2009,~~believes ~~the~~it ~~FASB~~has ~~issued~~implemented ~~Accounting~~all ~~Standards~~new ~~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~~pronouncements ~~related to the measurement of liabilities~~ that are ~~recognized~~ orin ~~disclosed~~effect ~~at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities~~ and that ~~restrictions~~ ~~preventing~~may ~~the~~impact ~~transfer~~its offinancial astatements ~~liability~~and ~~should~~does not bebelieve ~~considered~~that ~~as a~~there ~~factor~~are inany ~~the~~other ~~measurement~~new ofaccounting ~~liabilities~~pronouncements ~~within~~that ~~the~~have ~~scope~~been ofissued ~~this~~that ~~standard. This~~might ~~standard became effective on September 1, 2009. The adoption of this amendment did not~~ have a material ~~effect~~impact on ~~the~~its ~~Company’s~~financial ~~consolidated~~position ~~financial statements~~or results of operations.

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 general standards of for the 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 same 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.

F-9

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

(expressed in U.S. Dollars)

~~Property and Equipment~~Acquisition

	May 31, 2010			May 31, 2009
		Accumulated	Net Book	Net Book
	Cost	Amortization	Value	Value
	$	$	$	$
Computer hardware	–	–	–	929
Furniture and equipment	–	–	–	307
	–	–	–	1,236

On September 9, 2010, Here Enterprises entered into Share Purchase Agreement with The Good One, under which it agreed to purchase the Cycle Ranch Business, consisting of all of the common stock of Cycle Ranch, Inc. and ASB Land Company, Inc., and a 99% limited partnership interest of Cycle Ranch Management, Ltd., (collectively the “Shares”). Cycle Ranch, Inc. currently only serves as general partner of Cycle Ranch Management, Ltd. and owns the remaining 1% interest in Cycle Ranch Management Ltd. Cycle Ranch operates a motocross park near Floresville, Texas (the “Cycle Ranch Business”). In exchange for the Shares, the Company issued to The Good One a convertible promissory note in the amount of $5,000,000 (the “Note”). The Note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance. The Note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 50% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system (the “Conversion Price”). The Conversion Price is subject to a minimum of $0.001 per share, being par value. The Note may be repaid by the Company, in whole or in part, at any time with 10 days notice. The Good One may either accept the prepayment or request that it be immediately converted to shares of the Company at the Conversion Price. In conjunction with the Share Purchase Agreement, the Company has agreed to guarantee the repayment of a $640,000 promissory note due from The Good One to a third party (the “Promissory Note”). The Promissory Note is secured by the Shares and bears interest at 6% per annum. Principal and interest were payable commencing March 1, 2010 in monthly installments of $5,063, increasing to $6,063 on September 1, 2010, with the remaining balance due on August 30, 2012. The Company is issuing convertible notes for the principal and interest repayments made by the Good One and plans to assume making the payments. The Promissory Note may be repaid, in whole or in part at any time without penalty. The Shares are to be held in escrow until the Promissory Note and accrued interest are repaid.

The acquisition of the Cycle Ranch Business is valued at the fair value of the Note issued to the Good One and the fair value of the Promissory Note guaranteed by the Company. The Note and the Promissory Note issued were estimated to have a fair value of $5,552,947. The Company’s allocation of the purchase price to the estimated fair values of the assets and liabilities of the Cycle Ranch Business is as follows:


	$

Cash and cash equivalents	4,937
Land	265,740
Buildings and improvements	657,470
Equipment	42,871
Accounts payable	(20,453)
Accrued liabilities	(15,333)
Due to related parties	(53,471)
Convertible notes	(2,586)
Deferred income tax liability	(284,342)

Net assets on acquisition	594,833
Purchase price	(5,552,947)

Excess of the purchase consideration over fair value allocated to goodwill	4,958,114

The Company’s allocation of the purchase price to the assets acquired and liabilities assumed is based upon their estimated fair values at the time of acquisition. The Company is in the process of determining fair values for the assets and liabilities acquired. Matters still under review include deferred income tax calculations, and could affect values assigned to assets and liabilities acquired.

On May 31, 2011, as part of the company’s annual review of intangible assets, the Company recorded an impairment of the goodwill recorded upon the acquisition of Cycle Ranch of $3,769,656. The goodwill was determined to be impaired as a result of a decrease in fair value of Cycle Ranch resulting from reduced expectations for discounted cash flows.

F-10

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

(expressed in U.S. Dollars)

~~Website~~Property and Equipment

	May 31, 2010	May 31, 2009
	$	$
Website	–	15,345
Less: Accumulated amortization	–	(9,409)
Net Carrying Value	–	5,936

Property and equipment consists of the following:


	Cost $	Accumulated Amortization $	May 31, 2011 Net Carrying Value $	May 31, 2010 Net Carrying Value $

Land	265,740	–	265,740	–
Buildings and improvements	657,470	(70,443)	587,027	–
Equipment	73,001	(4,699)	68,302	–
	996,211	(75,142)	921,069	–

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 Company to treasury. The transaction was measured at $6,400, the estimated fair value of Here Network Corp., which was considered more reliably measureable than the Company’s stock as it 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 at 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.

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

	Year Ended May 31, 2010 $	Year Ended May 31, 2009 $	Accumulated from November 15, 2006 (Date of Inception) to May 31, 2010 $
Revenues	4,476	5,559	23,302
Operating Expenses
Amortization	4,388	5,882	16,063
General and administrative	3,966	13,395	29,185
			,
Total Operating Expenses	8,354	19,277	45,248
Loss from Discontinued Operations	(3,878)	(13,718)	(21,946)

F-10

Discontinued Operations and Capital Stock (continued)

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

				Amount $
Consideration Received:
Shares of the Company returned to treasury				6,400
Net Liabilities:
Cash				(3,417)
Other assets				(3,737)
Total liabilities				31,064
Accumulated other comprehensive loss				(2,050)
				21,860
Gain on Disposal of Discontinued Operations				28,260

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

	Year Ended May 31, 2010 $	Year Ended May 31, 2009 $	Accumulated from November 15, 2006 (Date of Inception) to May 31, 2010 $
Operating activities	1,026	(5,844)	–
Investing activities	–	–	–
Financing activities	–	–	–
Effect of exchange rate changes on cash	(601)	1,094	–
Net Increase (Decrease) in Cash	425	(4,750)	–

Related Party Transactions and Balances

(a)

As at May 31, ~~2010~~2011, the Company was indebted to athe ~~director~~Chief ~~(2009~~Executive ~~– former~~Officer ~~directors)~~ of the Company in the amount of $~~200~~140,000 (May 31, ~~2009~~2010 - $1020,~~096~~200) for ~~expenses~~management ~~incurred~~services onand ~~behalf~~$27,913 for an advance of ~~the~~working ~~Company~~capital. The amounts are unsecured, non-interest bearing and due on demand.

(b)

As at May 31, ~~2010~~2011, the Company was indebted to athe ~~shareholder~~former Chief Financial Officer of ~~the~~ Company in the amount of $522,500 (May 31, ~~2009~~2010 - $~~nil~~5,000). for management services. The amount is unsecured, non-interest bearing and due on demand.

(c)

~~One~~As ~~former employee of the Company provided management services and office premises to the Company~~ at noMay ~~charge for the period from June 1~~31, ~~2009 to March 8~~2010, ~~2010.~~the ~~From~~Company ~~March~~was 9,indebted ~~2010~~ to ~~May~~shareholders ~~31, 2010, an officer~~ of the Company ~~provided~~ ~~office~~in ~~premises to~~ the ~~Company~~amount atof ~~no charge~~$5,500. The ~~donated~~amount ~~services~~was ~~have an estimated fair value of $2~~unsecured,~~000~~ ~~per~~non-interest ~~month~~bearing and ~~office~~due ~~premises~~on ~~have an estimated fair value of $250 per month~~demand. During the year ended May 31, ~~2010~~2011, ~~$20,000~~ ~~(2009~~amounts -owed ~~$24,000)~~to inthe ~~donated~~shareholders ~~services and $3,000 (2009 - $3,000) in donated rent~~ were ~~charged~~exchanged tofor ~~operations~~the ~~and~~promissory ~~recorded~~note asdescribed ~~donated~~in ~~capital~~Note 7(b).

(d)

OnThe ~~April 1, 2010, the Company entered into an agreement with the~~ Chief Executive Officer of the Company has an agreement to provide management services at a rate of $10,000 per month. The agreement can be terminated with notice of one month. During the year ended May 31, ~~2010~~2011, the Company incurred $120,000 (2010 - $20,000) in management fees under the agreement which has been recorded in ~~general~~wages and ~~administrative~~ benefits 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.~~

The former Chief Financial Officer of the Company had an agreement to provide management services at a rate of $2,500 per month. The agreement could be terminated with notice of one month. The agreement was terminated effective January 31, 2011. During the year ended May 31, 2011, the Company incurred $20,000 (2010 - $5,000) in management fees under the agreement which has been recorded in wages and benefits expense in the statement of operations.

One former employee of the Company provided management services and office premises to the Company at no charge for the period of June 1, 2009 to March 8, 2010. From March 9, 2010 to May 31, 2010, an officer of the Company provided office premises to the Company at no charge. The donated services have an estimated fair value of $2,000 per month and office premises have an estimated fair value of $250 per month. During the year period ended May 31, 2011, $nil (2010 - $18,000) in donated services and $nil (2010 - $2,250) in donated rent were charged to operations and recorded as donated capital.

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.

F-11

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)

OnAt ~~April~~May 831, ~~2009~~2011, the Company ~~issued~~was aindebted ~~promissory note~~ to ~~an unrelated~~a financing company for ~~proceeds of~~ $~~10,000.~~926 On(May ~~June 26~~31, ~~2009 and March 24,~~ 2010~~, the~~ ~~Company~~- ~~issued additional promissory notes to this company for proceeds of~~ $~~20,000 and $2,700 respectively~~Nil). The ~~Company~~note ~~repaid~~is ~~$5,000~~payable onin ~~October~~monthly ~~20,~~instalments ~~2009, and~~of $8162,~~000~~ onbears ~~November~~interest ~~19,~~of ~~2009~~10.4% ~~The promissory notes bear no interest, are unsecured~~ and ~~have~~is nosecured ~~fixed~~by ~~term for repayment~~machinery.

(c)

On ~~March~~April 318, ~~2010~~2009, the Company issued a promissory note to ~~a former~~an ~~director~~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 OnCompany repaid $5,000 on October 20, 2009, and $8,000 on November 19, 2009. As at May 31, ~~2010~~2011, the ~~former~~ ~~director~~carrying value of the ~~Company~~promissory ~~forgave~~notes ~~the~~and ~~promissory~~remaining ~~note~~outstanding principal was $19,700 (May 31, 2010 - $19,700). The promissory ~~note bore~~notes bear no interest, ~~was~~are unsecured and ~~had~~have no fixed term for repayment.

F-11

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

(expressed in U.S. Dollars)

Loans Payable (continued)

(d)

On ~~May~~September 319, 2010, as part of the ~~former~~Share ~~president~~Purchase ofAgreement described in Note 3, the Company ~~forgave~~has ~~an amount~~agreed ~~owing~~ to ~~him~~guarantee ~~totalling~~the repayment of a $~~672~~640,000 promissory note due from The Good One to a third party. The Promissory Note is secured by the Shares and bears interest at 6% per annum. Principal and interest was payable commencing March 1, 2010 in monthly instalments of $5,063, increasing to $6,063 on September 1, 2010, with the remaining balance due on August 30, 2012. The ~~amount~~Company ~~bore~~is noissuing convertible notes for the principal and interest repayments made by the Good One and plans to assume making the payments. The Promissory Note may be repaid, ~~were~~in ~~unsecured~~ whole or in part at any time without penalty. The Shares are pledged as security and ~~had~~to nobe ~~fixed~~held in escrow until the Promissory Note and accrued interest are repaid. Refer to Note 3. On September 9, 2010, the Company discounted the note to the present value of the future cash flows. The carrying value will be accreted over the term ~~for~~of ~~repayment~~the promissory note up to its face value of $640,000. As at May 31, 2011, the carrying value of the convertible promissory note was $548,571 and the remaining outstanding principal was $579,420.

87.

Contingently Convertible Promissory ~~Note~~Notes

~~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.

9On May 12, 2010, the Company issued a contingently convertible promissory note to The Good One, Inc. for proceeds of $10,000. The promissory note is unsecured, bears interest at 5% per annum and is automatically convertible into shares of the Company’s stock upon the satisfaction of certain conditions. The conditions for automatic conversion were not satisfied and the note and accrued interest was repayable on November 12, 2010.

~~Other~~On ~~Income~~November 12, 2010, the Company and The Good One, Inc. agreed to amend the repayment date to September 25, 2011 unless the conditions for automatic conversion are satisfied. All other terms and conditions of the Note remain the same. The amendment was accounted for pursuant to ASC 470-60 “Troubled Debt Restructuring”. As the total future cash payments exceeded the carrying amount of the liability, no gain or loss was recognized and there was no change in the carrying value.

OnThe ~~May~~conversion ~~15,~~price ~~2009,~~is ~~the~~equal ~~Company signed Memorandum of Understanding (the “MOU”) with Magnolia Solar, Inc. (“Magnolia”) under which Magnolia was~~ to ~~acquire~~ a30% ~~majority interest in the issued and outstanding common stock~~ of the ~~Company~~ ~~from~~average ~~its~~closing ~~controlling~~bid ~~shareholders~~price for ~~$300,000 in a reverse merger transaction. On October 15, 2009, Magnolia advanced~~ the ~~Company~~three ~~$15,000~~business ofdays ~~the $20,000~~prior ~~deposit~~to ~~contemplated under~~ the ~~letter~~notice ~~agreement. If the reverse merger transaction was to fail to close, through no fault~~ of ~~the~~conversion ~~Company, the $20,000 deposit was to be treated~~ as aquoted ~~“break~~on ~~up”~~the ~~fee~~Pink ~~payable~~Sheets toquotation ~~the Company~~system. The ~~On December~~note ~~10,~~may ~~2009,~~be ~~Magnolia~~repaid ~~decided not to proceed with the transactions contemplated~~ by the ~~MOU and abandoned the reverse takeover transactions. Accordingly, the~~ Company ~~recognized the $15~~,~~000~~ asin ~~other~~whole ~~income~~or in ~~the statement of operations during the year ended May 31~~part, ~~2010.~~at ~~Management~~any ~~does~~time ~~not expect~~without ~~the Company to receive the remaining $5,000 contemplated under the agreement from Magnolia~~penalty.

On December 6, 2010, the Company issued a contingently convertible promissory note to a shareholder to settle accounts payable relating to expenses incurred and equipment purchased on behalf of the company of $121,206. The promissory note is unsecured, bears interest at 5% per annum and is automatically convertible into shares of the Company’s stock upon the satisfaction of certain conditions. If the conditions for automatic conversion are not satisfied, the note and accrued interest are repayable on June 6, 2011. The conversion price is equal to 30% of the average closing bid price for the three business days prior to the notice of conversion. The note may be repaid by the Company, in whole or in part, at any time without penalty.

F-12

10Here Enterprises, Inc.

~~Income~~Notes ~~Taxes~~to the Consolidated Financial Statements

~~The income tax recovery differs from the amount computed by applying the federal and state income tax rate of 35%~~ (~~2009~~expressed –in ~~35%)~~U.S. ~~to loss from continuing operations for the years ended May 31, 2010 and 2009 as follows:~~Dollars)

	2010 $	2009 $
Income tax recovery computed at statutory rates	33,338	24,368
Permanent differences	(8,050)	(9,450)
Other	(7,159)	5,510
Change in valuation allowance	(18,129)	(20,428)
Income tax recovery	–	–

~~Significant~~Convertible ~~components~~Promissory ~~of the Company’s deferred tax assets and liabilities as at May 31, 2010 and 2009 were as follows:~~Notes

	2010 $	2009 $
Deferred tax assets
- Net operating loss carryforward	62,665	44,536
- Less valuation allowance	(62,665)	(44,536)
Net deferred tax asset and liability	–	–

Convertible promissory notes outstanding at May 31, 2011 are summarized in the following table:

The Company has incurred net operating losses totalling $179,042, which begin to expire in 2027. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.


Issuance Date	Principal $	Discount $	Carrying Value $	Due on Demand After

July 20, 2010	10,000	–	10,000	January 20, 2011
August 3, 2010	10,000	–	10,000	February 3, 2011
August 31, 2010	10,000	–	10,000	February 28, 2011
September 9, 2010	5,000,000	–	5,000,000	March 9, 2011
October 7, 2010	12,000	–	12,000	April 7, 2011
October 15, 2010	25,000	19,258	5,742	October 15, 2011
October 21, 2010	7,459	4,874	2,585	October 21, 2011
November 8, 2010	10,000	–	10,000	May 8, 2011
August 30, 2010	3,122	–	3,122	February 28, 2011
September 2, 2010	5,063	–	5,063	March 2, 2011
September 15, 2010	1,000	–	1,000	March 15, 2011
October 2, 2010	3,122	–	3,122	April 2, 2011
October 4, 2010	6,063	–	6,063	April 4, 2011
October 29, 2010	3,122	–	3,122	April 29, 2011
November 1, 2010	6,063	–	6,063	May 1, 2011
November 29, 2010	6,063	–	6,063	May 29, 2011
November 29, 2010	3,122	–	3,122	May 29, 2011
December 28, 2010	6,063	1,956	4,107	June 28, 2011
December 28, 2010	3,122	774	2,348	June 28, 2011
January 14, 2011	24,500	15,264	9,236	July 14, 2011
February 2, 2011	82,686	68,813	13,873	August 2, 2011
March 17, 2011	14,824	12,816	2,008	September 17, 2011
April 5, 2011	6,064	4,987	1,077	October 5, 2011
	5,258,458	128,742	5,129,716

11.

Subsequent Events

(a)

On July 20, 2010, the Company issued a $10,000 convertible note to a shareholder of the ~~company~~Company for proceeds of $10,000. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being January 20, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $10,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $10,000. As at May 31, 2011, the carrying value of the convertible promissory note was $10,000. The note may be repaid by the Company, in whole or in part, at any time with 10 days notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

(b)

On August 3, 2010, the Company issued a $10,000 convertible note to a shareholder of the ~~company~~Company for proceeds of $10,000. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being February 3, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $10,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $10,000. As at May 31, 2011, the carrying value of the convertible promissory note was $10,000. The note may be repaid by the Company, in whole or in part, at any time with 10 days notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

F-13

11Here Enterprises, Inc.

~~Subsequent~~Notes ~~Events~~to ~~(continued)~~the Consolidated Financial Statements

(expressed in U.S. Dollars)

Convertible Promissory Notes (continued)

(c)

On ~~September~~August 931, 2010, the Company ~~entered into~~issued ~~Share~~a ~~Purchase Agreement with The Good One~~$10,000 ~~Inc.~~convertible ~~(“The~~note ~~Good One”), under which it agreed~~ to ~~purchase~~a ~~all~~shareholder of the ~~common stock of Cycle Ranch, Inc. and ASB Land~~ Company, ~~Inc.,~~for ~~and~~proceeds ~~the 99% limited partnership interest~~ of ~~Cycle Ranch Management~~$10, ~~Ltd~~000., ~~(collectively the “Shares”). In exchange for the Shares, the Company will issue to~~ The ~~Good One a~~ convertible ~~promissory~~ note ~~in the amount of $5,000,000 (the “Note”). The Note~~ is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being May 31, 2011. The ~~Note~~note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 5030% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system ~~(the “Conversion Price”)~~. The ~~Conversion~~Company ~~Price~~analyzed ~~is subject~~the tofinancial ainstrument ~~minimum~~under ofASC ~~$0.001 per share~~815, ~~being~~“Derivatives ~~par~~and ~~value. The~~Hedging”, ~~Note~~and ~~may~~determined ~~be repaid~~that by the ~~Company,~~embedded inconversion ~~whole~~feature ordid innot ~~part,~~meet atthe ~~any~~characteristics ~~time~~of ~~with~~a 10derivative ~~days notice~~instrument. The ~~Good~~ ~~One~~Company ~~may~~recognized ~~either accept~~ the ~~prepayment~~intrinsic orvalue ~~request~~of ~~that~~the itembedded bebeneficial ~~immediately converted~~conversion tofeature ~~shares~~ of ~~the~~$10,000 ~~Company~~as atadditional ~~the~~paid-in ~~Conversion~~capital ~~Price.~~and Inreduced ~~conjunction with~~ the ~~Share~~carrying ~~Purchase~~value ~~Agreement,~~of the ~~Company~~convertible ~~has~~promissory ~~agreed~~note to ~~guarantee the repayment of a~~ $~~640,000~~nil. ~~promissory note due from~~ The ~~Good~~carrying ~~One~~value towill abe ~~third~~accreted ~~party~~over (the ~~“Promissory~~ ~~Note”). The~~term ~~Promissory~~of ~~Note is secured by~~ the ~~Shares~~convertible ~~and~~promissory ~~bears interest~~note atup 6%to ~~per~~its ~~annum.~~face ~~Principal~~value ~~and~~of ~~interest are payable commencing March 1~~$10, ~~2010~~000. inAs ~~monthly~~at ~~installments~~May ~~of $5~~31,~~063,~~ ~~increasing to $6~~2011,~~063~~ onthe ~~September~~carrying ~~1, 2010,~~value ~~with~~of the ~~remaining~~convertible ~~balance~~promissory ~~due~~note onwas ~~August 30~~$10, ~~2012~~000. The ~~Promissory Note~~note may be repaid by the Company, in whole or in part, at any time ~~without~~with ~~penalty.~~10 ~~The~~days ~~Shares are to be held in escrow until the Promissory Note and accrued interest are repaid~~notice. AnThe ~~estimate~~holder ofmay ~~the~~either ~~financial~~accept ~~effect of this transaction cannot be made as at October 14, 2010,~~ the ~~date~~prepayment ~~these~~or ~~financial~~request ~~statements~~that ~~were~~it ~~available to~~ be ~~issued,~~ asimmediately ~~reliable~~converted ~~financial information relating~~ to ~~the~~shares ~~net~~of ~~assets acquired by~~ the Company onat ~~September 9, 2010 was unavailable. The combined financial statements of ASB Land Company, Inc. and Cycle Ranch Management, Ltd. are included in~~ the ~~Company’s~~conversion ~~8-K filed on September 24, 2010~~price.

(d)

On September 9, 2010, the Company, as part of the Share Purchase Agreement described in Note 3, issued a $5,000,000 convertible note pursuant to the acquisition agreement described in Note 3. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being March 9, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 50% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The conversion price is subject to a minimum of $0.001, being par value. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $5,000,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $5,000,000. As at May 31, 2011, the carrying value of the convertible promissory note was $5,000,000. The note may be repaid by the Company, in whole or in part, at any time with 10 days notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

(e)

On October 7, 2010, the Company issued a $12,000 convertible note to a shareholder of the Company for proceeds of $12,000. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being April 7, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $12,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $12,000. As at May 31, 2011, the carrying value of the convertible promissory note was $12,000. The note may be repaid by the Company, in whole or in part, at any time with 10 days notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

(f)

On October 15, 2010, the Company issued a $25,000 convertible note to a shareholder of the Company for proceeds of $10,000, $2,826 of equipment purchased and $12,174 of expenses incurred on behalf of the Company. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing one year from the date of issuance October 15, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $25,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $Nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $25,000. As at May 31, 2011, the carrying value of the convertible promissory note was $5,742. The note may be repaid by the Company, in whole or in part, at any time with 10 days notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

F-14

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

(expressed in U.S. Dollars)

Convertible Promissory Notes (continued)

(g)

On October 21, 2010, the Company issued a $7,459 convertible note to a shareholder of the Company for $7,459 of expenses incurred on behalf of the Company. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing one year from the date of issuance being October 21, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $7,459 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $7,459. As at May 31, 2011, the carrying value of the convertible promissory note was $2,585. The note may be repaid by the Company, in whole or in part, at any time with 10 days notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

(h)

On November 8, 2010, the Company issued a $10,000 convertible note to a shareholder of the Company for proceeds of $10,000. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being May 8, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $10,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $10,000. As at May 31, 2011, the carrying value of the convertible promissory note was $10,000. The note may be repaid by the Company, in whole or in part, at any time with 10 days notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

(i)

On January 14, 2011, the Company issued a $24,500 convertible note to a shareholder of the Company for proceeds of $24,500. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being July 14, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $24,500 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $24,500. As at May 31, 2011, the carrying value of the convertible promissory note was $9,236. The note may be repaid by the Company, in whole or in part, at any time with 10 days notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

(j)

On February 2, 2011, the Company issued a $82,685 convertible note to a shareholder of the Company for proceeds of $71,000 and payment of $11,685 of expenses on behalf of the Company. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being August 2, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $82,686 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $82,686. As at May 31, 2011, the carrying value of the convertible promissory note was $13,873. The note may be repaid by the Company, in whole or in part, at any time with 10 days notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

F-15

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

(expressed in U.S. Dollars)

Convertible Promissory Notes (continued)

(k)

During the year ended May 31, 2011, the Company issued convertible notes totalling $51,989 to a shareholder of the Company for $51,991 of expenses paid on behalf of the Company. The convertible notes are unsecured and bear interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance. The notes can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion features of $51,991 as additional paid-in capital and reduced the carrying value of the convertible promissory notes to $nil. The carrying value will be accreted over the term of the convertible promissory notes up to their aggregate face value of $51,989. As at May 31, 2011, the carrying value of the convertible promissory notes was $44,272. The notes may be repaid by the Company, in whole or in part, at any time with 10 days notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

(l)

On March 17, 2011, the Company issued a $14,824 convertible note to a shareholder of the Company for payment of $14,823 of expenses on behalf of the Company. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being September 2, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $14,824 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $14,824. As at May 31, 2011, the carrying value of the convertible promissory note was $2,008. The note may be repaid by the Company, in whole or in part, at any time with 10 days notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

Common Stock

On October 26, 2010, the Company effected a 1:100 forward stock-split of its issued and outstanding common stock. The issued and outstanding common shares increased from 8,190,000 shares of common stock to 819,000,000 shares of common stock. All per share amounts have been retroactively restated to reflect the forward stock-split.

10.

Commitment

On November 23, 2010, the Company entered into an agreement to host three United States Auto Club sanctioned truck races. One race will be held a year in 2012, 2013 and 2014. Pursuant to the agreement the Company will pay the United States Auto Club $50,000 in 2011, $75,000 in 2012 and $100,000 in 2013.

F-16

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

(expressed in U.S. Dollars)

11.

Discontinued Operations

On March 9, 2010, the Company sold its wholly-owned subsidiary, Here Network Corp. to the Company’s former controlling shareholders in exchange for the return of 5,600,000 common shares of the Company to treasury. The transaction was measured at $6,400, the estimated fair value of Here Network Corp., which was considered more reliably measureable than the Company’s stock as it did not trade in an active market. The Company recognized a gain on disposal of Here Network Corp. of $28,260. The 5,600,000 common shares were subsequently redirected to other shareholders of the Company at a price of $0.001 per share. As at May 31, 2011, subscriptions in the amount of $5,600 are receivable from these shareholders.

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


	Year Ended May 31, 2011 $	Year Ended May 31, 2010 $

Revenues	–	4,476

Operating Expenses

Amortization	–	4,388
General and administrative	–	3,966

Total Operating Expenses	–	8,354

Loss from Discontinued Operations	–	(3,878)

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



	Year Ended May 31, 2011 $	Year Ended May 31, 2010 $

Operating activities	–	1,026
Investing activities	–	–
Financing activities	–	–
Effect of exchange rate changes on cash	–	(601)

Net Increase in Cash	–	425

F-17

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

(expressed in U.S. Dollars)

12.

Income Taxes

The income tax recovery differs from the amount computed by applying the federal and state income tax rate of 35% (2010 – 35%) to loss from continuing operations for the years ended May 31, 2011 and 2010 as follows:


	2011 $	2010 $

Income tax recovery computed at statutory rates	3,389,280	33,338
Permanent differences	(1,815,071)	(8,050)
Temporary differences	(284,342)	–
Other	5,758	(7,159)
Change in valuation allowance	(1,150,575)	(18,129)

Income tax recovery	145,050	–

Significant components of the Company’s deferred tax assets and liabilities as at May 31, 2011 and 2010 were as follows:



	2011 $	2010 $

Deferred tax assets (liabilities)
Net tax losses carryforward	404,261	62,665
Goodwill tax basis in excess of book value	1,232,613	–
Land and buildings book value in excess of tax basis	(284,342)	–
Less valuation allowance	(1,213,240)	(62,665)

Net deferred tax liability	139,292	–

Upon the acquisition of Cycle Ranch the Company recognized a deferred income tax liability of $284,342 relating to the increase in the book value of certain assets acquired from Cycle Ranch in excess of tax basis. Post acquisition operating losses of Cycle Ranch are available to reduce the deferred tax liability by $145,050 which has been recorded as a deferred income tax recovery for the year ended May 31, 2011.

The Company has incurred net operating losses totalling $1,155,031, which begin to expire in 2025. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.

13.

Subsequent Event

On July 21, 2011, the Company issued a $31,354 convertible note to a shareholder of the Company for expenditures incurred on behalf of the Company. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 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.

F-18

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being May 31, ~~2010~~2011. This evaluation was carried out under the supervision and with the participation of our management, including our President (our principal executive officer, principal financial officer, and principal accounting officer).

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. The design of a control system is also based upon certain assumptions about potential future conditions; over time, currently implemented controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Based upon that evaluation, our President concluded that our disclosure controls and procedures were ineffective as at the end of the period covered by this annual report.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the applicable time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures which are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our President to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of May 31, ~~2010~~2011, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of May 31, ~~2010~~2011, our internal control over financial reporting was not effective. The ineffectiveness of our internal control over financial reporting was due to the existence of significant deficiencies constituting material weaknesses, as described in greater detail below. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Our management identified the following material weaknesses in our internal control over financial reporting:

Lack of independent directors and an audit committee – Our management believes that an audit committee is an utmost important entity level control over our financial reporting. We currently do not have an audit

F-19

committee and have no independent director. Our board of directors consists solely of our President, who is not independent of management and lacks sufficient financial expertise for overseeing financial reporting responsibilities;

Insufficient segregation of duties in our finance and accounting functions due to limited personnel – During the year ended May 31, ~~2010~~2011, we had limited personnel that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the Securities and Exchange Commission. These control deficiencies could result in a material misstatement of our annual or interim financial statements that would not be prevented or detected; and

Lack of accounting staff with sufficient technical accounting knowledge – We do not have accounting staff with sufficient technical accounting knowledge relating to accounting for complex U.S. generally accepted accounting principles matters.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. To remediate the material weaknesses identified, we plan to implement the following changes during the year ending May 31, ~~2011~~2012:

We intend to recruit two or more additional independent directors and create an audit committee at such time as additional directors are retained; and

We intend to hire additional personnel to assist with the preparation of our financial statements, which is expected to allow for proper segregation of duties, as well as additional manpower for proper documentation.

The above remediation efforts are largely dependent on our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, the remediation efforts may be adversely affected in a material manner.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter ended May 31, ~~2010~~2011, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information

~~On March 9, 2010, the Company sold its wholly-owned subsidiary, Here Network Corp~~None., to the Company’s founders and then-controlling shareholders in exchange for the return of 5,600,000 common shares of the Company. The Company simultaneously assigned the shares to certain individuals and entities for an amount equal to $5,600, which amount is currently due the Company from those shareholders.

F-16

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

A director of our company holds office until the next annual meeting of the shareholders or until his successors has been elected and qualified. An officer of our company is appointed by our board of directors and holds office until his death, resignation or removal from office. Our directors and executive officers, their age, positions held, and duration as such, are as follows:

Name	Position Held with our Company	Age	Date First Elected or Appointed
Mark K. Ryun	President, Secretary, Treasurer, Director, CEO	51	March 4, 2010
Michael T. Moore	CFO	51	March 16, 2010
George Russell	CFO	46	May 6, 2011

Business Experience

The following is a brief account of the education and business experience of our officers and sole director during at least the past five years, indicating business experience, principal occupation during the period, and the name and principal business of the organization by which he was employed.

~~Michael~~George ~~T. Moore, CFO~~Russell

InSince ~~December~~1996, ofMr. ~~1982~~Russell has acted as investment adviser, ~~Michael~~financial Tplanner and retirement consultant for affluent clients, small businesses, and medium capitalization companies. He ~~Moore~~was ~~achieved~~presented athe ~~Bachelor~~Blue ofChip ~~Arts degree~~Aware five consecutive years for excellence in ~~accounting~~client services. He was certified and ~~economics~~performed ~~from~~as ~~the~~a ~~University~~Portfolio Manager of ~~California~~individual ~~located~~equities. In ~~in Santa~~2006, ~~Barbara~~Mr. Russell was named Managing Director and Controller of JBC, a new construction/remodeling conglomerate operating throughout the state of Texas.

~~Since June of 1985,~~ Mr. ~~Moore~~Russell ~~has~~earned ~~been~~an aExecutive ~~certified~~MBA ~~financial planner~~in ~~(CFP)~~Management ~~with the Jung Financial Group, Ltd.~~ and inStrategy ~~June~~from ofKellogg ~~1987,~~School ~~Mr. Moore received the designation~~ of anManagement ~~enrolled~~and ~~agent~~holds ~~(EA). The Jung Financial Group, Ltd. is~~ a ~~diversified~~Bachelor’s ~~financial~~degree ~~services company located~~ in ~~the~~Business ~~state of Hawaii with offices based in Honolulu on Oahu and Hilo on the island of Hawaii~~Administration. ~~The Jung Financial Group, Ltd. offers investment management, small business accounting and tax services.~~

Since September of 1989 and as of the date of this report, Mr. Moore has been the vice president and a 50% shareholder of the Jung Financial Group, Ltd. Mr. Moore manages The Jung financial Group, Ltd. and oversees the small business accounting and tax service areas of the business as well as its accounting and financial reports.

Mark K. Ryun

Since July of 1991, Mr. Mark K. Ryun has been the president and chief executive officer of ~~the~~ Coastal Wood Floors, a full-service hardwood flooring contracting company based in Haleiwa, Hawaii. Over the past 18 years, Mr. Ryun has been a member of the board of directors with the Honolulu Board of Contractors in the State of Hawaii, the National Wood Flooring Association (NWFA), and the Better Business Bureau of Hawaii (BBB).

Since June of 1992, Mr. Ryun raced professional motocross for Pflueger Honda, Montgomery Motors, No Fear and Oakley. He competed in Motocross events for ten years. During that time he also was employed as a spokesman and stuntman for the DARE program of Hawaii, helping to educate the public about the harmful effects of drugs and alcohol abuse.

F-17

as a spokesman and stuntman for the DARE program of Hawaii, helping to educate the public about the harmful effects of drugs and alcohol abuse.

Family Relationships

There are no family relationships between any director or executive officer.

Involvement in Certain Legal Proceedings

None of our director and executive officer has been involved in any of the following events during the past five years:


1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officer and director, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the fiscal year ended May 31, 2010, all filing requirements applicable to our former officers and directors and greater than ten percent beneficial owners were complied with.

Corporate Governance

All proceedings of our board of directors for the year ended May 31, ~~2010~~2011, were conducted by resolutions consented to in writing by our former directors or current director and filed with the minutes of the proceedings of the board of directors. A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this annual report.

Code of Ethics

We have not adopted a code of ethics because our board of directors believes that our small size does not merit the expense of preparing, adopting and administering a code of ethics. Our board of directors intends to adopt a code of ethics when circumstances warrant.

F-18

Nominating and Compensation Committees

We do not have standing nominating or compensation committees, or committees performing similar functions. Our board of directors believes that it is not necessary to have a standing compensation committee at this time because the functions of such committee are adequately performed by our board of directors. Our board of directors has not adopted a charter for the compensation committee.

Our board of directors also is of the view that it is appropriate for us not to have a standing nominating committee because our board of directors has performed and will perform adequately the functions of a nominating committee. Our board of directors has not adopted a charter for the nomination committee. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors. Our board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by shareholders is necessary at this time because we believe that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level. There are no specific, minimum qualifications that our board of directors believes must be met by a candidate recommended by our board of directors. The process of identifying and evaluating nominees for director typically begins with our board of directors soliciting professional firms with whom we have an existing business relationship, such as law firms, accounting firms or financial advisory firms, for suitable candidates to serve as directors. It is followed by our board of directors’ review of the candidates’ resumes and interview of candidates. Based on the information gathered, our board of directors then makes a decision on whether to recommend the candidates as nominees for director. We do not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

Audit Committee

We do not have a standing audit committee or an audit committee charter at the present time. Our board of directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining a person who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 11. Executive Compensation.

The following table shows the compensation received by our executive officers for the fiscal years ended May 31, ~~2010~~2011 and ~~2009~~2010:

F-19


SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compe nsation ($)	Total ($)
Simon Au⁽¹⁾ President, Secretary, Treasurer and Director	2010 2009	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Mark K. Ryun⁽³⁾ President, Secretary^,Treasurer, CEO, Director	2011 2010	$120,000 $20,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Michael T. Moore⁽³⁾ CFO	2011 2010	$20,000 $5,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
George Russell⁽⁴⁾ CFO	2011	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compe nsation ($)	Total ($)
Simon Au(1) President, Secretary, Treasurer and Director	2010 2009	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Mark K. Ryun(3) President, Secretary, Treasurer, CEO, Director	2010	$20,000	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Michael T. Moore(3) CFO	2010	$5,000	Nil	Nil	Nil	Nil	Nil	Nil	Nil

(1)

Mr. Au became our director on September 10, 2008 and our President, Secretary, and Treasurer on September 12, 2008 and resigned all of his positions on March 4, 2010

(2)

Mr. Ryun became our President, Secretary, Treasurer and director on March 4, 2010.

(3)

Mr. Moore became our CFO on March 16, 2010 and resigned on February 9, 2011.

~~We have not entered into written employment agreements with our former directors and officers. We have entered into written employment agreement with our current officers.~~ (4)

Mr. Russell became our CFO on May 6, 2011.

We have not entered into written employment agreements with our former directors and officers. We have entered into written employment agreement with our current chief executive officer.

There have been no arrangements or plans in which we have provided pension, retirement or similar benefits for our former directors and officers or our current director and officer. We have not had any material bonus or profit sharing plans pursuant to which cash or non-cash compensation has been or may be paid to our former directors and officers or our current director and officer, except that stock options may be granted at the discretion of our board of directors in the future.

We have no plans or arrangements in respect of remuneration received or that may be received by our former officers or our current officer to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Outstanding Equity Awards at Fiscal Year-End

~~F-20~~As at May 31, 2011, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our former executive officers or current executive officer.

As at May 31, 2010, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our former executive officers or current executive officer.

Director Compensation

Our former directors or current director did not receive or accrue any compensation for their services as a director during the fiscal year ended May 31, ~~2010~~2011. We have no formal plan for compensating our director for his service in his capacity as a director. A director is entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of ~~July~~May 131, ~~2010~~2011, certain information with respect to the beneficial ownership of our common stock by each shareholder known by us to be the beneficial owner of more than 5% of our common stock, as well as by our current director and executive officer. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership	Percentage of Class(1)
Mark K. Ryan(2) President, Secretary, Treasurer, CEO, Director 848 N. Rainbow Blvd. #2952, Las Vegas, NV 89107	Common Stock	1,675,000(2)	20.45%
Mark K. Ryun(2) President, Secretary, Treasurer, CEO, Director 848 N. Rainbow Blvd. #2952, Las Vegas, NV 89107	Common Stock	167,500,000(2)	20.46%
Michael T. Moore CFO 848 N. Rainbow Blvd. #2952, Las Vegas, NV 89107	Common Stock	0	0%
George Russell CFO 848 N. Rainbow Blvd. #2952, Las Vegas, NV 89107	Common Stock	0	0%
David Sayid 408 West 57th St., Suite 8E New York, NY 10019	Common Stock	~~800~~80,000,000	9.77%
Kaleidoscope Real Estate Inc. 3540 W. Sahra #461 Las Vegas, NV 89102	Common Stock	1,500,000	18.32%
Kaleidoscope Real Estate Inc. 3540 W. Sahara #461 Las Vegas, NV 89102	Common Stock	47,500,000	5.80%
Ecoinnovation, LLC 59-574 Makana Rd. Haleiwa, HI 96712	Common Stock	800,000	9.77%
Acadia, LLC 131 E. Oakland Dr. Saint Rose, LA 70087	Common Stock	800,000	9.77%
Amber Sunset Ventures, LLC

F-21


Ecoinnovation, LLC 59-574 Makana Rd. Haleiwa, HI 96712	Common Stock	47,500,000	5.8%
Acadia, LLC 131 E. Oakland Dr. Saint Rose, LA 70087	Common Stock	45,000,000	5.5%
Amber Sunset Ventures, LLC 172 E. Bullion Marysvale, UT 84750	Common Stock	50,000,000	6.11%
Bayou Business, LLC 4041 Williams Blvd, Suite A9 #192 Kenner, LA 70065	Common Stock	80,000,000	9.77%
Director and Executive Officers as a Group (2 person)	Common Stock	167,500,000	20.46%

172 E. Bullion Marysvale, UT 84750	Common Stock	800,000	9.77%
Bayou Business, LLC 4041 Williams Blvd, Suite A9 #192 Kenner, LA 70065	Common Stock	800,000	9.77%
Director and Executive Officers as a Group (2 person)	Common Stock	1,675,000	20.45%

⁽¹⁾

⁽²⁾

Based on 819,000,000 shares of common stock issued and outstanding as of May 31, 2011.

The shares are owned by Sunset Group, which is controlled by Mr. Ryun

Except as otherwise indicated, we believe that the beneficial owner of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

(1) (2) Based on 8,190,000 shares of common stock issued and outstanding as of June 1, 2010. The shares are owned by Sunset Group, which is controlled by Mr. Ryan Except as otherwise indicated, we believe that the beneficial owner of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

Changes in Control

On September 9, 2010, we signed a Stock Purchase Agreement, and related documents, in which we purchased all of the stock and limited partnership interests owned by The Good One, Inc.. While management of the Company will not change as a result of this acquisition, it may be treated as a reverse capitalization for financial reporting purposes. . Please see “Item 1. Business” above for more information regarding this transaction.

Transactions with related persons

Other than as disclosed below and elsewhere, there has been no transaction, since the beginning of the year ended May 31, ~~2009~~2011, or currently proposed transaction, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest.


	(i)	any director or executive officer of our company;

	(ii)	any beneficial owner of shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; and

	(iii)	any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons.

FAs at May 31, 2011, the Company was indebted to the Chief Executive Officer of the Company in the amount of $140,000 (May 31, 2010 -22 $20,200) for consulting services and $27,913 for an advance of working capital. The amounts are unsecured, non-interest bearing and due on demand.

As at May 31, ~~2009~~2011, wethe ~~were~~Company was indebted to ~~Roger~~the ~~Williams, our~~ former ~~President,~~ ~~Secretary,~~Chief ~~Treasurer~~Financial ~~and~~Officer ~~director, and a holder~~ of ~~50.06%~~Company ~~of issued and outstanding shares of our common stock,~~ in the amount of $322,~~781~~500 ~~and~~(May ~~to Michael McFadyen~~31, ~~our~~2010 ~~former~~- ~~Vice President~~$5,000) ~~Director~~for ofconsulting ~~Sales and director, and a holder of 18~~services.~~32%~~ The ~~of issued and outstanding shares of our common stock, in the~~ amount ofis $6unsecured,~~315.~~ ~~These~~non-interest ~~debts~~bearing ~~were obligations of Here Network Corp.~~ and ~~ceased to~~due ~~be obligations of the Company upon the split-off of Here Network Corp.~~ on ~~March~~ ~~9, 2010~~demand.

~~Also~~As ~~Mr.~~at ~~Williams~~May ~~provided~~31, ~~management~~2010, ~~services~~the ~~and~~Company ~~office~~was ~~premises~~ indebted to usshareholders atof nothe ~~charge~~Company ~~until~~in ~~March~~the 9,amount ~~2010~~of $5,500. The ~~donated~~amount ~~services~~was ~~are valued at $2~~unsecured,~~000~~ ~~per~~non-interest ~~month~~bearing and ~~office~~due ~~premises~~on ~~are valued at $250 per month~~demand. During the year ended May 31, ~~2009~~2011, ~~$20,000~~amounts ~~(2008~~owed -to ~~$24,000)~~the inshareholders ~~donated~~were ~~services~~exchanged ~~and $2,500~~for ~~(2008~~the -promissory ~~$3,000)~~note described in ~~donated~~Note ~~rent were charged to operations and recorded as donated capital~~7(b).

~~Mark~~The ~~Ryun~~Chief ~~received~~Executive Officer of the Company has an agreement to provide management services at a rate of $2010,000 inper ~~management~~month. The ~~fees~~agreement ~~for~~can ~~April~~be ~~and~~terminated ~~May, 2010,~~with ~~and~~notice ~~donated~~of ~~rent~~one ~~for~~month. During ~~April~~the ~~and~~year ended May 31, ~~2010~~2011, in the ~~amount~~Company ofincurred $~~500. Michael~~120,000 ~~Moore~~(2010 ~~received~~- $520,000) in management fees ~~for~~under ~~April~~the ~~and~~agreement ~~May,~~which ~~2010~~has been recorded in payroll expense in the statement of operations.

Director Independence

We currently act with one director, Mark K. Ryun. As Mr. Ryun is our President, he is not an “independent director” as the term is used in NASDAQ rule 5605(a)(2).

Item 14. Principal Accounting Fees and Services.

Audit Fees: All fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements and the review of financial statements included in the registrant's Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

~~2009~~2011:

$1584,~~300~~907.57

2010

$25,000

Audit-Related Fees: All fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under Item 9(e)(f1) of Schedule 14A.

~~2009~~2011:

$ 0

2010:

Tax Fees: The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning:

~~2009~~2011:

$ 04,688.00

Nature of Services: Tax Preparation

2010:

$ 0

Nature of Services

All Other Fees:

~~2009~~2011:

$ 0600.00

2010:

$ 0

F-23

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Exhibit
Number	Description
3.1	Articles of Incorporation (incorporated by reference from our registration statement on Form SB-2 filed on September 10, 2007, as amended)
3.2	Bylaws (incorporated by reference from our registration statement on Form SB-2 filed on September 10, 2007, as amended)
3.3	Amended Bylaws (incorporated by reference from our registration statement on Form SB-2 filed on September 10, 2007, as amended)
10.1	Agreement between Superb Internet Connection and our company (incorporated by reference from our registration statement on Form SB-2 filed on September 10, 2007, as amended)
10.2	Form of Subscription Agreement used in the private placements that closed on April 15, 2007 between our company and 32 investors (incorporated by reference from our registration statement on Form SB-2 filed on September 10, 2007, as amended)
10.3	Letter of Intent between Conversational Computing Corporation dated August 1, 2008 (incorporated by reference on Form 8-K filed on August 18, 2008)
10.4	Merger Term Sheet between Conversational Computing Corporation dated August 1, 2008 (incorporated by reference on Form 8-K filed on August 18, 2008)
10.5	Promissory Note dated October 8, 2008 issued by our company to Mountain Equity Ltd. in the amount of $30,000 (incorporated by reference from our quarterly report on Form 10-Q filed on January 14, 2009)
10.6	Promissory Note dated April 8, 2009 issued by our company to Minerco Resources, Inc. in the amount of $10,000 (incorporated by reference from our annual report on Form 10-K filed on August 31, 2009)
10.7	Memorandum of Understanding between Magnolia Solar, Inc. and certain significant shareholders of our company and our company dated May 15, 2009 (incorporated by reference from our annual report on Form 10-K filed on August 31, 2009)
21	Subsidiary of Here Enterprises, Inc.: Here Network Corp., a British Columbia Corporation
31*	Section 302 Certification of Simon Au
32*	Section 906 Certification of Simon Au

(1)

* Filed herewith.

F-24

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HERE ENTERPRISES, INC.

By:

/s/ Mark K. Ryun

Mark K. Ryun

Principal Executive Officer, President,

Principal Accounting Officer

By:

/s/ ~~Michael~~ T.George ~~Moore _________~~Russell

~~Michael T.~~George ~~Moore~~Russell, CFO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated.

/s/ Mark K. ~~Ryun__________________~~ Ryun

Mark K. Ryun, Director, President,~~Treasurer, Principal Accounting Officer~~

~~F-25~~Treasurer, Principal Accounting Officer

Filing Compare · HERE ENTERPRISES, INC.