UNITED ~~STATESSECURITIES~~STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~February~~August 2831, 2011

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

For the transition period from _________to ________

Commission File Number: 000-52951

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


Nevada	27-2208420
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

848 N. Rainbow Blvd. #2952, Las Vegas, NV 89107 (Address of principal executive offices) (Zip Code)

(830) 393-9398 (Registrant’s telephone number, including area code)

~~58-128 Wehiwa~~ ~~Way, Haleiwa, HI 96712~~(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [x] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)

Yes [ X] No [ ] ~~(Not Required)~~

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


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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [x]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 819,000,000 shares of common stock outstanding as of ~~April~~ 18October 26, 2011.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management that the interim consolidated financial statements for the period ended February 28, ~~2011~~2012, include all adjustments necessary in order to ensure that the interim consolidated financial statements are not misleading.

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

Here Enterprises, Inc.

~~February~~August 2831, 2011

(Unaudited)

Index

Consolidated Balance Sheets ~~F–1~~

~~Consolidated Statements of Operations~~ F–21

Consolidated Statements of Cash Flows F–3Operations

~~Notes to the Consolidated Financial Statements~~ F–4 2

Consolidated Statements of Cash Flows

F–3

Notes to the Consolidated Financial Statements

F–4 – F-14

Here Enterprises, Inc.

Consolidated Balance Sheets

(Expressed in U.S. dollars)

	February 28, 2011 $	May 31, 2010 $
	August 31, 2011 $	May 31, 2011 $
	(Unaudited)
Current Assets
Cash	215,~~006~~028	35,~~087~~790
Total Current Assets	215,~~006~~028	35,~~087~~790
Property and Equipment (Note 4)	946,311	–
Property and Equipment (Note 3)	895,828	921,069
Goodwill (Note 3)	4,673,772	–
Goodwill	1,188,458	1,188,458
Total Assets	52,~~641,~~089,314	32,~~087~~115,317
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	1892,~~659~~194	351,~~313~~937
Accrued liabilities	~~140~~382,~~373~~739	9254,~~889~~222
Due to related parties (Note 5)	139,178	30,700
Due to related parties (Note 4)	220,413	190,413
Loans payable (Note 6)	604,269	49,700
Loans payable (Note 5)	600,188	599,197
Contingently convertible promissory note (Note 7)	131,206	10,000
Contingently convertible promissory notes (Note 6)	131,206	131,206
Convertible promissory notes, net of discount of $1,415,134 (Note 8)	3,822,438	–
Convertible promissory notes, net of discount of $128,772 (Note 7)	5,242,040	5,129,716
Total Current Liabilities	4,856,123	103,602
	6,668,780	. .6,356,691
Deferred income tax liability	–	139,292
Total Current Liabilities	6,668,780	6,495,983
Nature of Operations and Going Concern (Note 1)
Stockholders’ Equity (Deficit)
Commitment (Note 8)
Subsequent Event (Note 9)
Stockholders’ Deficit
Common stock 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: no shares	–	–
Subscriptions receivable	(5,600)	(5,600)
Donated capital	89,375	89,375
Additional paid-in capital	4,~~499~~554,~~571~~933	~~(738~~4,~~000)~~520,457
Deficit	(410,~~617~~037,~~380~~174)	(~~265~~9,~~290~~803,898)
Total Stockholders’ Equity (Deficit)	784,966	(100,515)
Total Stockholders’ Deficit	(4,579,466)	(4,380,666)
Total Liabilities and Stockholders’ Equity (Deficit)	5,641,089	3,087
Total Liabilities and Stockholders’ Deficit	2,089,314	2,115,317

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

F-1

Here Enterprises, Inc.

Consolidated Statements of Operations

(Expressed in U.S. dollars)

(Unaudited)

	Accumulated from
	For the	For the
	November 15,
	Three Months Ended	Three Months Ended
	2006
	August 31,	August 31,
	(Date of Inception)	Three Months Ended		Nine Months Ended
	2011	2010
	to February 28,	February 28,		February 28,
	$	$
	2011	2011	2010	2011	2010
Revenue	83,794	–
	$	$	$	$	$
Expenses
Revenue	181,898	78,593	–	181,898	–
Depreciation	25,241	–
Expenses
General and administrative	123,923	68,798
Depreciation	49,900	24,511	–	49,900	–
Interest	69,650	–
General and administrative (Note 5)	442,323	54,651	15,357	157,105	35,713
Property taxes	3,799	–
Interest	126,890	66,662	–	126,890	–
Track operation	15,741	–
Property taxes	8,402	2,652	–	8,402	–
Wages and benefits (Note 4)	86,019	–
Racing	59,552	39,731	–	59,552	–
Total Operating Expenses	324,373	68,798
Payroll	271,661	119,743	–	271,661	–
Loss from Operations Before Other Items	(240,579)	(68,798)
Total Operating Expenses	958,728	307,950	15,357	673,510	35,713
Other Income (Expenses)
Loss from Continuing Operations Before Other Items	(776,830)	(229,357)	(15,357)	(491,612)	(35,713)
Accretion of convertible promissory notes (Note 7)	(131,989)	(2,330)
Other Income (Expense)
Other income (expense)	–	(1,453)
Accretion of convertible promissory notes (Note 8)	(3,859,025)	(3,418,966)	–	(3,859,025)	–
Total Other Income (Expenses)	(131,989)	(3,783)
Gain on forgiveness of loans payable	20,672	–	–	–	–
Loss before taxes	(372,568)	(72,581)
Loss on forgiveness of advances to Here Network Corp.	(21,258)	–	–	–	–
Deferred income tax recovery (Note 9)	139,292	–
Other Income	13,547	–	–	(1,453)	15,000
Net Loss and Comprehensive Loss	(233,276)	(72,581)
Total Other Income (Expense)	(3,846,064)	(3,418,966)	–	(3,860,478)	15,000
Net Loss Per Share	–	–
Loss From Continuing Operations	(4,622,894)	(3,648,323)	(15,357)	(4,352,090)	(20,713)
Weighted Average Shares Outstanding	819,000,000	819,000,000
Discontinued Operations (Note 10)
Loss from discontinued operations	(21,946)	–	(2,134)	–	(22,435)
Gain on disposal of continued operations	28,260	–	–	–	–
	6,314	–	(17,491)	–	(22,433)
Net Loss	(4,616,580)	(3,648,323)	(17,491)	(4,352,090)	(43,148)
Other Comprehensive Loss
Foreign currency translation adjustments	(800)	–	(197)	–	(1,075)
Comprehensive Loss	(4,617,380)	(3,648,323)	(17,688)	(4,352,090)	(44,223)
Net Loss Per Share – Basic and Diluted		(0.00)	(0.00)	(0.01)	(0.00)
Weighted Average Shares Outstanding		819,000,000	819,000,000	819,000,000	819,000,000

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

F-2

Here Enterprises, Inc.

Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(Unaudited)

	Nine Months Ended February 28, 2011 $	Nine Months Ended February 28, 2010 $
	For The Three Months Ended August 31, 2011 $	For the Three Months Ended August 31, 2010 $
Operating Activities
Net loss from continuing operations for the period	(4,352,090)	(20,713)
Net loss for the period	(233,276)	(72,581)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Accretion of convertible promissory notes	3131,~~859,025~~989	–2,330
Depreciation	4925,~~900~~241	~~1,527~~–
Donated services and rent	–	20,250
Future income tax recovery	(139,292)
Changes in operating assets and liabilities:
Advances to Here Network	–	(5,521)
Accounts payable and accrued liabilities	185,061	13,297
Accounts payable and accrued liabilities	150,913	(213)
Due to related parties	30,000	37,500
Due to related parties	159,409	–
Net Cash Used In Operating Activities	(277)	(19,454)
Net Cash Used In Operating Activities	(132,843)	(4,670)
Net Cash Used in Investing Activities	–	–
Investing Activities
Cash acquired from subsidiary	4,937	–
Purchase of property and equipment	(10,500)	–
Net Cash Used in Investing Activities	(5,563)	–
Financing Activities
Proceeds from notes payable	157,500	20,000
Proceeds from issuance of contingently convertible promissory note	–	30,000
Repayment of notes payable	(1,175)	(13,000)
Repayment of notes and loans payable	(485)	–
Net Cash Provided by Financing Activities	156,325	7,000
Net Cash Provided by (Used in) Financing Activities	(485)	30,000
Net Increase in Cash from Continuing Operations		2,330
Net (Decrease) Increase in Cash	(762)	10,546
Net Decrease in Cash from Discontinued Operations	–	(1,413)
Cash, Beginning of Period	5,790	3,087
Net Increase in Cash	17,919	917
Cash, End of Period	5,028	13,633
Cash, Beginning of Period	3,087	7,644
Cash, End of Period	21,006	8,561
Non-cash Investing and Financing Activities
Convertible notes issued for note payments	3618,~~378~~189	–
Convertible notes issued for acquisition of equipment	19,631	–
Convertible notes issued to settle accounts payable and accrued liabilities	34,476	–
Convertible notes issued to settle accounts payable	145,268	–
Issuance of convertible note for acquisition of subsidiary	5,000,000	–
Assumption of convertible note for acquisition of subsidiary	640,000	–
Supplemental Disclosures
Interest paid	–	–
Income taxes paid	–	–

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

F-3

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

August 31, 2011

(expressed in U.S. dollars)

(Unaudited)

Nature of Operations and Continuance of Business

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

On March 9, 2010, Here Enterprises sold Here Network Corp. On September 9, 2010, Here Enterprises entered into a Share Purchase Agreement with The Good One, Inc. (“The Good One”), under which it agreed to purchase all of the common stock of Cycle Ranch, Inc. and ASB Land Company, Inc., and a 99% limited partnership interest of Cycle Ranch Management, Ltd. (collectively, “Cycle Ranch”). Cycle Ranch, Inc. currently only serves as general partner of Cycle Ranch Management, Ltd. and owns the remaining 1% interest in Cycle Ranch Management Ltd. Cycle Ranch operates a motocross park near Floresville, Texas (the “Cycle Ranch Business”). Revenue is primarily generated from participant registration fees and admissions. Upon the completion of this transaction, the Company emerged from the development stage as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Enterprises” as the Company has realized substantial revenue from principal operations and devotes substantial efforts to operating its motocross business. In addition to the motocross business, the Company intends to develop wind energy projects on the premises of existing commercial businesses. The Company’s first wind farm is being developed on the premises of the Cycle Ranch motocross park.

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of ~~February~~ 28August 31, 2011, the Company has a working capital deficit of $46,~~835~~663,~~117~~752, and has incurred losses from operations of $410,~~617~~037,~~380~~714 since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and management, the ability of the Company to obtain necessary equity or debt financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company intends to fund operations through debt and equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending May 31, ~~2011~~2012. There is no assurance that the Company will obtain the necessary financing to complete its objectives.

Summary of Significant Accounting Policies

Basis of Presentation

These consolidated financial statements and notes are presented in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and wholly-owned subsidiaries, Cycle Ranch, Inc. and ASB Land Company, Inc. and Cycle Ranch Management, Ltd. starting from the date of acquisition, September 9, 2010 ~~to February 28, 2011~~ (see Note 3). All significant inter-company transactions and balances have been eliminated. The Company’s fiscal year end is May 31.

Interim Financial Statements

These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended May 31, ~~2010~~2011, included in the Company’s Annual Report on Form 10-K filed October 156, ~~2010~~2011 with the SEC.

The interim financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at ~~February~~August 2831, 2011, and the results of its operations and cash flows for the three month ~~and nine month~~ periods ended ~~February~~August 2831, 2011 and 2010. The results of operations for the three month ~~and~~period ~~nine month periods~~ ended ~~February 28~~August 31, 2011 are not necessarily indicative of the results to be expected for future quarters or the full year.

F-4

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

August 31, 2011

(expressed in U.S. dollars)

(Unaudited)

Summary of Significant Accounting Policies (continued)

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to valuation of financial instruments, recoverability of long-lived assets, impairment of goodwill, depreciation rates, donated expenses and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

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 $93,~~958~~714 and $Nil for the ~~nine~~ three months ended ~~February~~August 2831, 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 convertible promissory notes. Pursuant to ASC 825, the fair value of the Company’s cash equivalents, when applicable, is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company estimates that the carrying values of all of its other financial instruments approximate their fair values due to the immediate or relatively short maturities of these instruments and current market rates for similar instruments.

F-5

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

August 31, 2011

(expressed in U.S. dollars)

(Unaudited)

Summary of Significant Accounting Policies (continued)

Financial Instruments and Concentrations (continued)

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of ~~February~~August 2831, 2011 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 ~~February~~August 2831, 2011 $
Assets:
Cash	215,~~006~~028	–	–	215,~~006~~028

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

	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 February 28, 2011.

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions.

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 equipment other than land:

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

Goodwill

In accordance with ASC 350, “Intangibles – Goodwill and Other”, goodwill is required to be tested for impairment on an annual basis, or more frequently if certain indicators arise, using the guidance specifically provided.

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.

F-6

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

August 31, 2011

(expressed in U.S. dollars)

(Unaudited)

Summary of Significant Accounting Policies (continued)

ij)

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.

Revenue Recognition

The Company’s revenue is derived from participant registration fees and admissions to the motocross park. The Company recognizes this revenue in accordance with ASC 605, “Revenue Recognition” when the price is fixed or determinable, persuasive evidence of an arrangement exists, the revenue has been earned, and collectability is reasonably assured.

~~Comprehensive~~Revenue ~~Income~~Recognition

The Company’s revenue is derived primarily from participant registration fees and admissions to the motocross park. The Company recognizes this revenue in accordance with ASC ~~220~~605, “~~Comprehensive~~Revenue ~~Income,~~Recognition” ~~establishes~~when ~~standards~~the ~~for~~price ~~the reporting~~is ~~and~~fixed ~~display~~or determinable, persuasive evidence of ~~other~~an ~~comprehensive~~arrangement ~~income~~exists, ~~and~~the ~~its~~revenue ~~components~~has inbeen ~~the financial~~earned, ~~statements~~and collectability is reasonably assured. The Asprice atis ~~February~~fixed ~~28,~~and ~~2011~~determinable, ~~the~~persuasive ~~Company~~evidence ~~does~~of ~~not~~an ~~have~~arrangement ~~any accumulated~~exists ~~other~~and ~~comprehensive~~collectability ~~loss~~is reasonably assured when participant registration fees and admissions are received. Revenue has been earned upon completion of the races.

~~Earnings~~Comprehensive ~~(Loss) per Share~~Income

~~The Company computes earnings (loss) per share in accordance with~~ ASC ~~260~~220, ~~"Earnings~~“Comprehensive ~~per~~Income,” ~~Share".~~establishes ~~ASC~~standards ~~260~~for ~~requires~~the ~~presentation~~reporting ~~of both basic~~ and ~~diluted~~ ~~earnings~~display ~~per share (EPS) on the face~~ of ~~the~~other ~~income~~comprehensive ~~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~~its ~~stock,~~components ~~using the if-converted method. In computing diluted EPS, the average stock price for the period is used~~ in ~~determining~~ the ~~number~~financial ~~of shares assumed to be purchased from the exercise of stock options or warrants~~statements. ~~Diluted~~ ~~EPS excludes all dilutive potential common shares if their effect is anti-dilutive.~~ As at ~~February~~August 2831, 2011, the Company ~~has~~does ~~254,926,899 dilutive~~not ~~potential~~have ~~shares~~any ~~outstanding~~accumulated other comprehensive loss.

Earnings (Loss) per Share

The Company computes earnings (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. As at August 31, 2011, the Company has 2,386,184,000 dilutive potential shares outstanding.

Reclassification

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

no)

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 isdid not ~~expected to~~ have a material effect on the Company’s consolidated financial statements.

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

F-7

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

August 31, 2011

(expressed in U.S. dollars)

(Unaudited)

Acquisition

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

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

	$
Cash and cash equivalents	4,937
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)
Net assets on acquisition	879,175
Purchase price	(5,552,947)
Excess of the purchase consideration over fair value allocated to goodwill	4,673,772

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

F-8

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

(expressed in U.S. dollars)

(Unaudited)

Property and Equipment

Property and equipment ~~consisted~~consists of the following ~~at February 28, 2011 and May 31, 2010~~:

	February 28, 2011 Net Carrying Value $	May 31, 2010 Net Carrying Value $
	Cost $	Accumulated Amortization $	August 31, 2011 Net Carrying Value $	May 31, 2011 Net Carrying Value $
Land	265,740	–	265,740	265,740
Buildings and improvements	657,470	–(93,924)	563,546	587,027
Equipment	73,001	–(6,459)	66,542	68,302
	996,211	–(100,383)	895,828	921,069
Less Accumulated Amortization	(49,900)	–
	946,311	–

54.

Related Party Transactions and Balances

As at ~~February~~August 2831, 2011, the Company was indebted to the Chief Executive Officer of the Company in the amount of $~~116~~170,~~678~~000 (May 31, ~~2010~~2011 - $20140,~~200~~000) for ~~consulting~~management services and $27,913 for an advance of working capital. The amounts are unsecured, non-interest bearing and due on demand.

As at ~~February~~August 2831, 2011, the Company was indebted to the former Chief Financial Officer of Company in the amount of $22,500 (May 31, ~~2010~~2011 - $522,~~000~~500) for ~~consulting~~management services. The amount is unsecured, non-interest bearing and due on demand.

AsThe atChief ~~May~~Executive ~~31,~~Officer ~~2010,~~of the Company ~~was~~has ~~indebted~~an agreement to ~~shareholders~~provide ~~of the~~management ~~Company~~services inat ~~the~~a ~~amount~~rate of $510,~~500~~000 per month. The ~~amount~~agreement ~~was~~can ~~unsecured, non-interest~~be ~~bearing~~terminated ~~and~~with ~~due~~notice onof ~~demand~~one month. During the ~~nine~~three months ended ~~February~~ 28August 31, 2011, ~~amounts~~the ~~owed~~Company toincurred ~~the~~$30,000 ~~shareholders~~(2010 ~~were~~- ~~exchanged~~$30,000) ~~for~~in management fees under the ~~promissory~~ ~~note~~agreement ~~described~~which has been recorded in ~~Note~~wages ~~7(b)~~and benefits expense in the statement of operations.

The former Chief ~~Executive~~Financial Officer of the Company ~~has~~had an agreement to provide management services at a rate of $102,~~000~~500 per month. The agreement ~~can~~ could be terminated with notice of one month. The agreement was terminated effective January 31, 2011. During the ~~nine~~three months ended ~~February~~ 28August 31, ~~2011~~2010, the Company incurred $~~90,000~~Nil (2010 - $~~nil~~7,500) in management fees under the agreement which has been recorded in ~~payroll~~wages and benefits expense in the statement of operations.

e)5.

The former Chief Financial Officer of the Company had an agreement to provide management services at a rate of $2,500 per month. The agreement could be terminated with notice of one month. The agreement was terminated effective January 31, 2011. During the nine months ended February 28, 2011, the Company incurred $20,000 (2010 - $nil) in management fees under the agreement which has been recorded in payroll expense in the statement of operations.

One former employee of the Company provided management services and office premises to the Company at no charge for the period of June 1, 2009 to March 8, 2010. From March 9, 2010 to May 31, 2010, an officer of the Company provided office premises to the Company at no charge. The donated services have an estimated fair value of $2,000 per month and office premises have an estimated fair value of $250 per month. During the nine months period ended February 28, 2011, $nil (nine months ended February 28, 2010 - $18,000) in donated services and $nil (nine months ended February 28, 2010 - $2,250) in donated rent were charged to operations and recorded as donated capital.

Loans Payable

(a)

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

(b)

At ~~February~~August 2831, 2011, the Company was indebted to a financing company for $~~1,411~~441 (May 31, ~~2010~~2011 - $~~Nil~~926). The note is payable in monthly instalments of $162, bears interest of 10.4% and is secured by machinery.

(c)

On April 8, 2009, the Company issued a promissory note to an unrelated company for proceeds of $10,000. On June 26, 2009 and March 24, 2010, the Company issued additional promissory notes to this company for proceeds of $20,000 and $2,700 respectively. The Company repaid $5,000 on October 20, 2009, and $8,000 on November 19, 2009. As at ~~February~~August 2831, 2011, the carrying value of the promissory notes and remaining outstanding principal was $19,700 (May 31, ~~2010~~ 2011- $19,700). The promissory notes bear no interest, are unsecured and have no fixed term for repayment.

~~F-9~~(d)

On September 9, 2010, as part of the Share Purchase Agreement described in Note 3, the Company has agreed to guarantee the repayment of a $640,000 promissory note due from The Good One to a third party. The Promissory Note is secured by the Shares and bears interest at 6% per annum. Principal and interest was payable commencing March 1, 2010 in monthly instalments of $5,063, increasing to $6,063 on September 1, 2010, with the remaining balance due on August 30, 2012. The Company is issuing convertible notes for the principal and interest repayments made by the Good One and plans to assume making the payments. The Promissory Note may be repaid, in whole or in part at any time without penalty. The Shares are pledged as security and to be held in escrow until the Promissory Note and accrued interest are repaid. Refer to Note 3. On September 9, 2010, the Company discounted the note to the present value of the future cash flows. The carrying value will be accreted over the term of the promissory note up to its face value of $640,000. As at August 31, 2011, the carrying value of the convertible promissory note was $550,047 and the remaining outstanding principal was $567,244.

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

August 31, 2011

(expressed in U.S. dollars)

(Unaudited)

6. ~~Loans Payable (continued)~~

(d)

On September 9, 2010, as part of the Share Purchase Agreement described in Note 3, the Company has agreed to guarantee the repayment of a $640,000 promissory note due from The Good One to a third party. The Promissory Note is secured by the Shares and bears interest at 6% per annum. Principal and interest was payable commencing March 1, 2010 in monthly instalments of $5,063, increasing to $6,063 on September 1, 2010, with the remaining balance due on August 30, 2012. The Company is issuing convertible notes for the principal and interest repayments made by the Good One and plans to assume making the payments. The Promissory Note may be repaid, in whole or in part at any time without penalty. The Shares are pledged as security and to be held in escrow until the Promissory Note and accrued interest are repaid. Refer to Note 3. On September 9, 2010, the Company discounted the note to the present value of the future cash flows. The carrying value will be accreted over the term of the promissory note up to its face value of $640,000. As at February 28, 2011, the carrying value of the convertible promissory note was $553,158 and the remaining outstanding principal was $603,622.

Contingently Convertible Promissory Notes

On May 12, 2010, the Company issued a contingently convertible promissory note to The Good One, Inc. for proceeds of $10,000. The promissory note is unsecured, bears interest at 5% per annum and is automatically convertible into shares of the Company’s stock upon the satisfaction of certain conditions. The conditions for automatic conversion were not satisfied and the note and accrued interest was repayable on ~~November~~ ~~12, 2010. On~~ November 12, 2010~~, the Company and The Good One, Inc~~. ~~agreed to amend the repayment date to September 25, 2011 unless the conditions for automatic conversion are satisfied.~~ All other terms and conditions of the Note remain the same. The conversion price is equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The note may be repaid by the Company, in whole or in part, at any time without penalty.

On November 12, 2010, the Company and The Good One, Inc. agreed to amend the repayment date to September 25, 2011 unless the conditions for automatic conversion are satisfied. All other terms and conditions of the Note remain the same. The 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.

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.

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 note matured on June 6, 2011. The note holder has not demanded conversion or repayment and the note remains outstanding and due on demand. 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.

87.

Convertible Promissory Notes

Convertible promissory notes outstanding at ~~February~~August 2831, 2011 are summarized in the following table:

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	~~1,247,067~~–	35,~~752~~000,~~933~~000	March 9, 2011
October 7, 2010	12,000	~~5,904~~–	612,~~096~~000	April 7, 2011
October 15, 2010	25,000	229,~~841~~726	215,~~159~~274	October 15, 2011
October 21, 2010	7,459	62,~~146~~366	15,~~313~~093	October 21, 2011
November 8, 2010	10,000	~~6,825~~–	310,~~175~~000	May 8, 2011
January 14, 2011	24,500	23,153	1,347	July 14, 2011
February 2, 2011	82,685	81,613	1,072	August 2, 2011
August 30, 2010	3,122	–	3,122	February 28, 2011
September 2, 2010	5,063	~~153~~–	45,~~910~~063	March 2, 2011
September 15, 2010	1,000	57–	~~943~~1,000	March 15, 2011
October 2, 2010	3,122	~~885~~–	23,~~237~~122	April 2, 2011
October 4, 2010	6,063	~~2,331~~–	36,~~732~~063	April 4, 2011
October 29, 2010	3,122	~~1,414~~–	13,~~708~~122	April 29, 2011
November 1, 2010	6,063	~~3,483~~–	26,~~580~~063	May 1, 2011
November 29, 2010	6,063	~~4,307~~–	16,~~756~~063	May 29, 2011
November 29, 2010	3,122	~~1,865~~–	13,~~257~~122	May 29, 2011
December 28, 2010	6,063	~~4,896~~–	16,~~167~~063	June 28, 2011
December 28, 2010	3,122	~~2,191~~–	~~931~~3,122	June 28, 2011
	5,237,569	1,415,131	3,822,438
January 14, 2011	24,500	–	24,500	July 14, 2011
February 2, 2011	82,686	–	82,686	August 2, 2011
March 17, 2011	14,824	4,301	10,523	September 17, 2011
April 5, 2011	6,064	2,338	3,726	October 5, 2011
June 6, 2011	3,122	2,053	1,069	December 6, 2011
July 21, 2011	31,354	30,110	1,244	January 21, 2012
	5,292,934	50,894	5,242,040

F-10

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

August 31, 2011

(expressed in U.S. dollars)

(Unaudited)

87.

Convertible Promissory Notes (~~Continued~~continued)

(a)

On July 20, 2010, the Company issued a $10,000 convertible note to a shareholder of the Company for proceeds of $10,000. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being January 20, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $10,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $10,000. As at ~~February~~August 2831, 2011, the carrying value of the convertible promissory note was $10,000. The note may be repaid by the Company, in whole or in part, at any time with 10 days’ notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

(b)

On August 3, 2010, the Company issued a $10,000 convertible note to a shareholder of the Company for proceeds of $10,000. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being February 3, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $10,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $10,000. As at ~~February~~August 2831, 2011, the carrying value of the convertible promissory note was $10,000. The note may be repaid by the Company, in whole or in part, at any time with 10 days’ notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

(c)

On August 31, 2010, the Company issued a $10,000 convertible note to a shareholder of the Company for proceeds of $10,000. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being ~~February~~ 28May 31, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $10,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $10,000. As at ~~February~~August 2831, 2011, the carrying value of the convertible promissory note was $10,000. The note may be repaid by the Company, in whole or in part, at any time with 10 days’ notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

(d)

On September 9, 2010, the Company, as part of the Share Purchase Agreement described in Note 3, issued a $5,000,000 convertible note pursuant to the acquisition agreement described in Note 3. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being March 9, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 50% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The conversion price is subject to a minimum of $0.001, being par value. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $5,000,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $5,000,000. As at ~~February~~August 2831, 2011, the carrying value of the convertible promissory note was $35,~~752~~000,~~933~~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-11

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

August 31, 2011

(expressed in U.S. dollars)

(Unaudited)

87.

Convertible Promissory Notes (~~Continued~~continued)

(e)

On October 7, 2010, the Company issued a $12,000 convertible note to a shareholder of the Company for proceeds of $12,000. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being April 7, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $12,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $12,000. As at ~~February~~August 2831, 2011, the carrying value of the convertible promissory note was $612,~~096~~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 ~~February 28~~August 31, 2011, the carrying value of the convertible promissory note was $215,~~159~~274. The note may be repaid by the Company, in whole or in part, at any time with 10 days’ notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

(g)

On October 21, 2010, the Company issued a $7,459 convertible note to a shareholder of the Company for $7,459 of expenses incurred on behalf of the Company. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing one year from the date of issuance being October 21, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $7,459 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $7,459. As at ~~February~~August 2831, 2011, the carrying value of the convertible promissory note was $15,~~313~~093. The note may be repaid by the Company, in whole or in part, at any time with 10 days’ notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

(h)

On November 8, 2010, the Company issued a $10,000 convertible note to a shareholder of the Company for proceeds of $10,000. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being May 8, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $10,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $10,000. As at ~~February~~August 2831, 2011, the carrying value of the convertible promissory note was $310,~~175~~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-12

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

August 31, 2011

(expressed in U.S. dollars)

(Unaudited)

87.

Convertible Promissory Notes (~~Continued~~continued)

(i)

On January 14, 2011, the Company issued a $24,500 convertible note to a shareholder of the Company for proceeds of $24,500. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being July 14, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $24,500 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $24,500. As at ~~February~~August 2831, 2011, the carrying value of the convertible promissory note was $124,~~347~~500. 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~~686 convertible note to a shareholder of the Company for proceeds of $71,000 and payment of $11,~~685~~ 686 of expenses on behalf of the ~~Comapny~~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,~~685~~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,~~685~~686. As at ~~February~~August 2831, 2011, the carrying value of the convertible promissory note was $182,~~072~~686. The note may be repaid by the Company, in whole or in part, at any time with 10 days’ notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

(k)

During the ~~nine~~year ~~month period~~ ended ~~February~~May 2831, 2011, the Company issued convertible notes ~~totaling~~totalling $4551,~~925~~989 to a shareholder of the Company for $4551,~~925~~989 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 $4551,~~925~~989 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 $4551,~~925~~989. As at ~~February~~August 2831, 2011, the carrying value of the convertible promissory notes was $2449,~~343~~651. The notes may be repaid by the Company, in whole or in part, at any time with 10 days ’ notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

9.(l)

~~Common Stock~~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 August 31, 2011, the carrying value of the convertible promissory note was $10,523. The note may be repaid by the Company, in whole or in part, at any time with 10 days’ notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

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

F-13

Here Enterprises, Inc.

Notes to the Consolidated Financial Statements

August 31, 2011

(expressed in U.S. dollars)

(Unaudited)

107.

~~Discontinued~~Convertible ~~Operations~~Promissory Notes (continued)

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

On June 6, 2011, the Company issued a $3,122 convertible note to a shareholder of the Company for payment of expenses of $3,122. The ~~results~~ 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 ~~discontinued~~issuance ~~operations~~being December 6, 2011. The note can be converted into shares of ~~Here~~the ~~Network~~Company, ~~Corp~~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 ~~are~~Company ~~summarized~~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 $3,122 as ~~follows:~~ 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 $3,122. As at August 31, 2011, the carrying value of the convertible promissory note was $1,069. 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.

	Nine months Ended February 28, 2011 $	Nine months Ended February 28, 2010 $	Three Months Ended February 28, 2011 $	Three Months Ended February 28, 2010 $	Accumulated from November 15, 2006 (Date of Inception) to February 28, 2011 $
Revenues	–	4,471	–	1,670	23,302
Operating Expenses
Amortization	–	3,729	–	1,617	16,063
General and administrative	–	23,177	–	2,187	29,185
					,
Total Operating Expenses	–	26,906	–	3,804	45,248
Loss from Discontinued Operations	–	(22,435)	–	(2,134)	(21,946)

(n)

~~Cash flows~~On July 21, 2011, the Company issued a $31,354 convertible note to a shareholder of the ~~discontinued~~Company ~~operations~~for payment of ~~Here~~expenses ~~Network~~of ~~Corp~~$31,354. ~~are~~The ~~summarized~~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 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 ~~follows:~~ 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 $31,354 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 $31,354. As at August 31, 2011, the carrying value of the convertible promissory note was $1,244. 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.

	Nine months Ended February 28, 2011 $	Nine months Ended February 28, 2010 $
Operating activities	–	(155)
Investing activities	–	–
Financing activities	–	–
Effect of exchange rate changes on cash	–	(1,258)
Net Increase in Cash	–	(1,413)

~~F-14~~Commitment

~~Item~~On 2November 23, 2010, the Company entered into an agreement to host three United States Auto Club sanctioned truck races. One ~~Management’s Discussion~~race a year will be held in 2012, 2013 and ~~Analysis~~2014. Pursuant ofto ~~Financial~~the ~~Condition~~agreement the Company will pay the United States Auto Club $50,000 in 2011, $75,000 in 2012 and ~~Results~~$100,000 ~~of Operations~~in 2013.

~~Forward-Looking Statements~~9.

~~This~~Subsequent quarterly report contains forward-looking statements. These forward-looking statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.Event

~~Our~~On ~~interim~~October ~~consolidated financial~~12, ~~statements~~2011, ~~are~~the ~~stated~~Company inissued ~~United~~a ~~States~~$59,672 ~~dollars~~convertible note to a shareholder of the Company. The convertible note is unsecured and ~~are~~bears ~~prepared~~interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being April 12, 2012. The note can be converted into shares of the Company, in ~~accordance~~ ~~with~~whole ~~United~~or ~~States~~in ~~generally~~part, ~~accepted~~at ~~accounting~~any ~~principles~~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 ~~following~~ ~~discussion~~note ~~should~~may be ~~read~~repaid by the Company, in ~~conjunction~~whole or in part, at any time with ~~our~~10 ~~interim~~days’ ~~consolidated financial~~notice. ~~statements~~The ~~and~~holder may either accept the ~~related~~prepayment ~~notes~~or request that ~~appear~~it ~~elsewhere~~be inimmediately ~~this quarterly~~converted ~~report.~~to shares of the Company at the conversion price.

InItem ~~this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars~~2. ~~All~~ ~~references~~Management’s toDiscussion ~~“common~~and ~~shares”~~Analysis ~~refer~~of toFinancial ~~the~~Condition ~~common shares in our capital stock. As used in this quarterly report, the terms “we”, “us”~~ and ~~“our”~~ ~~refer~~Results toof ~~Here Enterprises, Inc~~Operations.

~~Overview~~Forward-Looking Statements

WeThis ~~were~~quarterly ~~incorporated~~report incontains ~~the~~forward-looking ~~State~~statements. These offorward-looking ~~Nevada~~statements onrelate ~~November 15,~~to ~~2006~~future events or our future financial performance. ~~Our~~In ~~former~~some ~~wholly~~cases, you can identify forward-~~owned~~looking ~~subsidiary~~statements by terminology such as “may”, ~~Here~~“should”, ~~Network~~“expect”, ~~Corp.~~“plan”, ~~was incorporated~~“anticipate”, in“believe”, “estimate”, “predict”, “potential” or “continue” or the ~~Province~~negative of ~~British~~these ~~Columbia~~terms onor ~~December~~other ~~12,~~comparable ~~2006~~terminology. ~~On March~~These 9statements are only predictions and involve known and unknown risks, ~~2010~~uncertainties and other factors, including the ~~Company~~risks ~~sold~~in ~~Here~~the ~~Network~~section ~~Corp.~~entitled “Risk toFactors”, ~~Here~~that ~~Network~~may cause our company’s ~~controlling shareholders~~or inour ~~exchange~~industry’s ~~for~~actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the ~~return~~expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of 5activity,~~600~~ performance or achievements. Except as required by applicable law,~~000~~ ~~common~~including ~~shares~~the securities laws of the ~~Company~~ United States, ~~which~~we ~~were~~do ~~distributed~~not intend to ~~certain~~update ~~shareholders~~any of the forward-looking statements to conform these statements to actual results.

OnOur ~~September~~interim 9,consolidated ~~2010,~~financial ~~the~~statements ~~Company~~are ~~entered~~stated ~~into~~in ~~an agreement~~United toStates ~~become~~dollars ~~the sole shareholder of ABS Land Company, Inc.~~ and ~~Cycle Ranch,~~are ~~Inc.,~~prepared ~~and~~in ~~the~~accordance ~~owner~~with ofUnited ~~99%~~States ~~limited~~generally ~~partnership~~accepted ~~interest~~accounting ~~of Cycle Ranch Management, Ltd~~principles., ~~making~~The ~~them~~following ~~wholly-owned~~discussion ~~subsidiaries~~should ofbe ~~the~~read ~~Company. Cycle~~in ~~Ranch,~~conjunction ~~Inc.~~with isour ~~the~~interim ~~managing~~consolidated ~~partner~~financial ofstatements ~~Cycle~~and ~~Ranch~~the ~~Management,~~related ~~Ltd.,~~notes ~~which~~that ~~operates~~appear aelsewhere ~~motocross~~in ~~park~~this ~~near~~quarterly ~~Floresville, Texas~~report. ~~ASB~~ ~~owns land which it leases to Cycle Ranch Management, Ltd. for its operations.~~

~~Sources~~In ofthis ~~Revenue~~quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common shares” refer to the common shares in our capital stock. As used in this quarterly report, the terms “we”, “us” and “our” refer to Here Enterprises, Inc.

The Company generated $78,593 in revenues from continuing operations for the quarter end February 28, 2011. Revenues generated from Here Network Corp. in the comparative period have been included in loss from discontinued operations.Overview

~~Results~~We were incorporated in the State of ~~Operations~~Nevada on November 15, 2006. Our former wholly-owned subsidiary, Here Network Corp., was incorporated in the Province of British Columbia on December 12, 2006. On March 9, 2010, the Company sold Here Network Corp. to Here Network’s controlling shareholders in exchange for the return of 5,600,000 common shares of the Company, which were distributed to certain shareholders.

~~The~~On ~~following~~September ~~table~~9, ~~summarizes our~~2010, ~~operating~~the ~~results~~Company ~~for~~entered into an agreement to become the ~~three~~sole ~~months~~shareholder ~~ended~~of ~~February~~ABS 28Land Company, ~~2010:~~Inc. and Cycle Ranch, Inc., and the owner of 99% limited partnership interest of Cycle Ranch Management, Ltd., making them wholly-owned subsidiaries of the Company. Cycle Ranch, Inc. is the managing partner of Cycle Ranch Management, Ltd., which operates a motocross park near Floresville, Texas. ASB owns land which it leases to Cycle Ranch Management, Ltd. for its operations.

		Three Months Ended				Nine Months Ended
		February 28,		February 28,		February 28,		February 28,
		2011		2010		2011		2010
Revenue	$	78,593	$	-	$	181,898	$	-
Operating Expenses	$	307,950	$	15,357	$	673,510	$	35,713
Net Loss	$	(3,648,323)	$	(17,491)	$	(4,352,090)	$	(43,148)

Current Business

~~Three~~Cycle ~~Months~~Ranch ~~Ended~~operates ~~February 28~~a motocross race track located in Floresville, ~~2011~~Texas. The Company has 108 acres of red dirt and oak 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 ~~February~~a 28bike shop. More details on the track, ~~2010~~facilities and events can be viewed at www.cycleranchmx.com.

~~For~~Sources ~~the three months ended February 28, 2011, we generated $78,593 in revenues and incurred operating expenses~~ of $307,950 as compared to revenues of $0 and operating expenses of $15,357 for the three months ended February 28, 2010. The increase in operating expenses was primarily attributable to the acquisition of Cycle Ranch in March, 2010. As a result, for the three months ended February 28, 2011, we suffered a net loss of $3,648,323 as compared to net loss of $17,491 for the three months ended February 28, 2010.Revenue

~~General~~Currently, ~~and~~Cycle ~~administrative~~Ranch ~~costs were~~generates ~~$54~~revenues from two separate sources. Cycle Ranch Management,~~651~~ ~~for~~Ltd. generates revenues from the ~~three~~operation ~~months~~of ~~ended~~its ~~February~~BMX ~~28,~~race ~~2011~~track through practice session fees, asrace ~~compared~~event ~~to $15~~fees,~~357~~ ~~for~~camping fees, special event fees, the ~~three~~bike ~~months~~wash ~~ended~~and ~~February~~sales 28from the bike shop. Cycle Ranch Management, ~~2010~~Ltd. ~~The~~pays ~~increase~~a infee ~~general and~~to ~~administrative~~lease ~~costs~~the ~~was~~land ~~primarily~~on ~~attributable~~which the track is located to ~~the~~ASB ~~acquisition~~Land Management, Inc., which is ASB’s only source of revenue. Cycle Ranch, ~~completed~~Inc. incurrently ~~March,~~only ~~2010~~serves as general partner of Cycle Ranch Management, Ltd.

~~Liquidity~~The ~~and~~Company ~~Capital Resources~~generated $83,794 in revenues from continuing operations for the quarter end August 31, 2011. Revenues generated from Here Network Corp. in the comparative period have been included in loss from discontinued operations.

~~Working~~Results ~~Capital~~of Operations

		February 28,		May 31
		2011		2010
Current assets	$	21,006	$	3,087
Current liabilities		4,856,123		103,602
Working capital (deficiency)	$	(4,835,117)	$	(100,515	)

The following table summarizes our operating results for the three months ended August 31, 2011:

At February 28, 2011, we had cash of $21,006 and working capital deficit of $4,835,117 as compared to cash of $3,087 and working capital deficit of $100,515 at May 31, 2010. We have suffered a net loss from inception. Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our director and stockholders, the continued issuance of equity to new stockholders, and our ability to achieve and maintain profitable operations.


		Three Months Ended
		August 31,		August 31,
		2011		2010
Revenue	$	83,794	$	-
Operating Expenses	$	324,373	$	68,798
Net Loss	$	(233,276)	$	(72,581)

OnThree ~~December~~Months ~~6, 2010,~~Ended ~~the~~August ~~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~~31,~~206. The~~ ~~promissory note is unsecured~~2011, ~~bears interest at 5% per annum~~ and isAugust ~~automatically convertible into shares of the Company’s stock upon the satisfaction of certain conditions. If the conditions for automatic conversion are not satisfied~~31, ~~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.2010

OnFor ~~May 12, 2010,~~ the ~~Company~~three ~~issued~~months aended ~~contingently~~August ~~convertible~~31, ~~promissory note to The Good One~~2011, ~~Inc.~~ ~~for~~we ~~proceeds~~generated of $1083,~~000. The~~794 ~~Note~~in isrevenues ~~unsecured~~ and ~~bears~~incurred anoperating ~~interest at~~expenses 5%of ~~per~~$324,373 ~~annum. It~~as iscompared ~~automatically~~to ~~convertible~~revenues ~~into shares~~ of ~~the Company’s~~$0 ~~common~~and ~~stock~~operating ~~upon~~expenses ~~satisfaction~~ of ~~certain conditions. If those conditions are not met~~$68,798 for the ~~note~~three ~~and~~months ~~accrued~~ended ~~interest~~August ~~was repayable on November 12~~31, 2010,. The atincrease ain ~~conversion~~operating ~~price~~expenses ofwas ~~30%~~primarily ofattributable to the ~~average~~acquisition ~~closing~~of ~~bid~~Cycle ~~price~~Ranch ~~for~~in ~~the three~~March, ~~business~~2010. As ~~days~~a ~~prior~~result, tofor the ~~notice~~three ofmonths ~~conversation~~ended asAugust ~~quoted~~31, on2011, ~~the~~we ~~Pink Sheets~~suffered ~~quotation~~a ~~system. On~~net ~~November~~loss ~~12,~~of ~~2010~~$233,276 as ~~the~~compared ~~Company~~to ~~and~~net ~~The~~loss ~~Good One~~of $72,581 for ~~Inc. agreed to amend~~ the ~~payment~~three ~~date~~months toended ~~September~~August 2531, ~~2011~~2010.

OnGeneral ~~October~~and 8,administrative ~~2008, we~~costs ~~issued~~were ~~to Mountain Equity Ltd.~~$123,923 afor ~~demand~~the ~~promissory~~three ~~note~~months inended ~~the~~August ~~amount~~31, ~~of $30~~2011,~~000.~~ ~~The~~as ~~promissory~~compared ~~note is not subject~~ to ~~any specific repayment terms~~$68,798 ~~and will~~for ~~accrue interest at~~ the ~~rate~~three ofmonths ~~20%~~ended ~~per~~August ~~annum on the principal amount remaining unpaid~~31, ~~after~~2010. asThe ~~well~~increase asin ~~before~~general ~~demand~~and oradministrative ~~maturity~~costs orwas ~~default~~primarily ~~occurs. If~~attributable ~~we fail~~ to ~~pay~~ the ~~principal~~acquisition ~~amount~~ of ~~the~~Cycle ~~promissory~~Ranch ~~note~~completed orin ~~any interested thereon upon demand~~March, ~~then~~2010 ~~the entire unpaid principal and all accrued and unpaid interest becomes payable immediately~~.

OnLiquidity ~~April 8, 2009, the Company issued a promissory note to an unrelated company for proceeds of $10,000. On June 26, 2009~~ and ~~March~~Capital ~~24, 2010, the Company issued additional promissory notes to this company for proceeds of $20,000 and $2,700 respectively. The Company repaid $5,000 on October 20, 2009, and $8,000 on November 19,~~ Resources

~~2009. As~~Working at February 28, 2011, the carrying value of the promissory notes and remaining outstanding principal was $19,700 (May 31, 2010 - $19,700). The promissory notes bear no interest, are unsecured and have no fixed term for repayment.Capital

On July 20, 2010, the Company issued a $10,000 convertible note to a shareholder of the Company for proceeds of $10,000. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being January 20, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $10,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $10,000. As at February 28, 2011, the carrying value of the convertible promissory note was $10,000. The note may be repaid by the Company, in whole or in part, at any time with 10 days notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.


		August 31,		May 31
		2011		2011
Current assets	$	2,089,314	$	2,115,317
Current liabilities		6,668,780		6,495,983
Working capital (deficiency)	$	(4,579,466)	$	(4,380,666	)

OnAt August 331, ~~2010~~2011, ~~the~~ ~~Company~~we ~~issued~~had acash of $105,~~000~~028 ~~convertible~~and ~~note~~working tocapital adeficit ~~shareholder~~ of ~~the Company for proceeds of~~ $104,~~000.~~579,466 ~~The~~as ~~convertible~~compared ~~note~~to iscash ~~unsecured~~of ~~and bears interest at~~ $5%,790 ~~per annum. Principal~~ and ~~accrued~~working ~~interest~~capital isdeficit ~~repayable on demand commencing six months from the date~~ of ~~issuance~~$4,380,666 ~~being~~at ~~February~~May 331, 2011. We ~~The note~~have ~~can be~~suffered ~~converted into shares of the Company, in whole or in part, at any time prior to maturity, at~~ a ~~conversion~~net ~~price~~loss ~~equal~~from ~~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~~inception. ~~The~~Our ~~Company~~ability ~~analyzed~~to ~~the~~meet our financial ~~instrument~~ ~~under~~liabilities ~~ASC 815, “Derivatives~~ and ~~Hedging”,~~commitments ~~and~~is ~~determined~~primarily ~~that~~dependent ~~the embedded~~upon ~~conversion feature did not meet~~ the ~~characteristics~~continued offinancial asupport ~~derivative instrument. The Company recognized the intrinsic value~~ of ~~the~~our ~~embedded beneficial~~director ~~conversion~~and ~~feature of $10~~stockholders,~~000~~ ~~as additional paid-in capital and reduced~~ the ~~carrying~~continued ~~value~~issuance of ~~the~~equity ~~convertible promissory note~~ to ~~$nil.~~new ~~The carrying value will be accreted over the term of the convertible promissory note up to its face value of $10~~stockholders,~~000.~~ Asand atour ~~February~~ability 28, 2011, the carrying value of the convertible promissory note was $10,000. The note may be repaid by the Company, in whole or in part, at any time with 10 days notice. The holder may either accept the prepayment or request that it be immediately converted to ~~shares~~ ofachieve ~~the~~and ~~Company~~maintain atprofitable ~~the conversion price~~operations.

On ~~August~~May 3112, 2010, the Company issued a ~~$10,000~~contingently convertible promissory note to aThe ~~shareholder~~Good ofOne, ~~the~~Inc. ~~Company~~ for proceeds of $10,000. The ~~convertible~~promissory note is unsecured, ~~and~~ bears interest at 5% per annum. ~~Principal~~ and ~~accrued interest~~ is ~~repayable~~automatically onconvertible ~~demand commencing six months from the date of issuance being February 28, 2011. The note can be converted~~ into shares of the Company,’s instock ~~whole~~upon ~~or in part, at any time prior to maturity, at a conversion price equal to 30% of~~ the ~~average~~satisfaction ~~closing bid price for the three business days prior to the notice~~ of ~~conversion~~certain ~~as quoted on the Pink Sheets quotation system~~conditions. The ~~Company~~conditions ~~analyzed~~for ~~the~~automatic ~~financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded~~ conversion ~~feature~~were ~~did~~ not ~~meet~~satisfied ~~the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $10,000 as additional paid-in capital~~ and ~~reduced~~ the ~~carrying value of the convertible promissory~~ note toand ~~$nil.~~accrued ~~The carrying~~interest ~~value will be accreted over the term of the convertible promissory note up to its face value of $10,000. As at February 28, 2011, the carrying value of the convertible promissory note~~ was ~~$10,000. The~~repayable ~~note~~on ~~may~~November ~~be repaid by the Company~~12, ~~in whole or in part, at any time with 10 days notice~~2010. ~~The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.~~

On ~~September~~November 912, 2010, the Company, asand ~~part~~The ofGood ~~the Share Purchase Agreement~~One, ~~issued~~Inc. aagreed ~~$5,000,000 convertible note pursuant~~ to ~~the~~amend ~~acquisition agreement. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from~~ the repayment date ofto ~~issuance~~September ~~being March 9~~25, 2011. ~~The note~~unless ~~can be converted into shares of~~ the ~~Company,~~conditions infor ~~whole~~automatic ~~or in~~conversion ~~part,~~are atsatisfied. All ~~any~~other ~~time~~terms ~~prior~~and toconditions ~~maturity, at a conversion price equal to 50%~~ of ~~the~~ ~~average closing bid price for~~ the ~~three~~Note ~~business~~remain ~~days prior to~~ the ~~notice of conversion as quoted on the Pink Sheets quotation system~~same. The ~~conversion price~~amendment iswas ~~subject~~accounted tofor apursuant ~~minimum~~to ofASC ~~$0.001,~~470-60 ~~being~~“Troubled ~~par~~Debt ~~value~~Restructuring”. As ~~The Company analyzed~~ the ~~financial~~total ~~instrument~~future ~~under~~cash ~~ASC~~payments ~~815,~~exceeded ~~“Derivatives and Hedging”, and determined that~~ the ~~embedded~~carrying ~~conversion~~amount ~~feature~~of ~~did not meet~~ the ~~characteristics of~~liability, ano ~~derivative~~gain ~~instrument.~~or ~~The~~loss ~~Company~~was recognized ~~the~~and ~~intrinsic~~there ~~value~~was ofno ~~the embedded~~change ~~beneficial~~in ~~conversion~~the ~~feature~~carrying of value.

~~$5,000,000~~The ~~as additional~~conversion ~~paid-in~~price ~~capital~~is ~~and~~equal ~~reduced~~to ~~the~~30% ~~carrying value~~ of the ~~convertible promissory~~average ~~note~~closing tobid ~~$nil.~~price ~~The~~for ~~carrying value will be accreted over~~ the ~~term~~three ~~of the~~business ~~convertible~~days ~~promissory~~prior ~~note up~~ to ~~its~~the ~~face~~notice ~~value~~ of ~~$5,000,000.~~conversion Asas ~~at February~~quoted ~~28,~~on ~~2011,~~ the ~~carrying~~Pink ~~value~~Sheets ofquotation ~~the convertible promissory note was $3,752,933~~system. The note may be repaid by the Company, in whole or in part, at any time ~~with~~without ~~10 days notice~~penalty. ~~The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.~~

On ~~October~~December 76, 2010, the Company issued a ~~$12,000~~contingently convertible promissory note to a shareholder to settle accounts payable relating to expenses incurred and equipment purchased on behalf of the ~~Company for~~company ~~proceeds~~ of $12121,~~000~~206. The ~~convertible~~promissory note is unsecured, ~~and~~ bears interest at 5% per annum. ~~Principal~~ and ~~accrued interest~~ is ~~repayable~~automatically onconvertible ~~demand commencing six months from the date of issuance being April 7, 2011. The note can be converted~~ into shares of the Company,’s instock ~~whole~~upon orthe insatisfaction ~~part,~~of atcertain ~~any~~conditions. If ~~time prior to maturity, at a conversion price equal to 30% of~~ the ~~average~~conditions ~~closing bid price~~ for ~~the~~automatic ~~three~~conversion ~~business~~are ~~days~~not ~~prior~~satisfied, to the ~~notice~~note ofand ~~conversion~~accrued asinterest ~~quoted~~are repayable on ~~the Pink~~June ~~Sheets~~6, ~~quotation system~~2011. The ~~Company~~note ~~analyzed~~matured ~~the~~on ~~financial instrument~~June ~~under ASC 815~~6, ~~“Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument~~2011. The ~~Company~~note ~~recognized~~holder ~~the~~has ~~intrinsic~~not ~~value~~demanded ~~of the embedded beneficial~~ conversion ~~feature~~or ofrepayment ~~$12,000 as additional paid-in capital~~ and ~~reduced~~ the ~~carrying~~note ~~value~~remains ofoutstanding ~~the~~and ~~convertible~~due ~~promissory~~on ~~note to $nil~~demand. The ~~carrying~~ ~~value~~conversion ~~will~~price beis ~~accreted~~equal ~~over~~to ~~the~~30% ~~term~~ of the ~~convertible~~average ~~promissory~~closing ~~note up~~bid toprice ~~its~~for ~~face~~the ~~value~~three ofbusiness ~~$12,000.~~days Asprior atto ~~February 28, 2011,~~ the ~~carrying~~notice ~~value~~ of ~~the~~ ~~convertible promissory note was $6,096~~conversion. The note may be repaid by the Company, in whole or in part, at any time ~~with~~without ~~10 days notice~~penalty. ~~The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.~~

On October 158, ~~2010~~ 2008, the Company issued a ~~$25,000~~promissory ~~convertible~~ note to aan ~~shareholder~~unrelated ofcompany ~~the Company~~ for proceeds of $1030,000~~, $2,826 of equipment purchased and $12,174 of expenses incurred on behalf of the Company~~. The ~~convertible~~promissory note ~~is unsecured and~~ bears interest at 520% per annum., ~~Principal~~is unsecured and ~~accrued interest is~~ repayable on demand ~~commencing one year from the date of issuance October 15, 2011~~. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $25,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $Nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $25,000. As at February 28, 2011, the carrying value of the convertible promissory note was $2,159. The note may be repaid by the Company, in whole or in part, at any time with 10 days notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

OnAt ~~October~~August 2131, ~~2010~~ 2011, the Company ~~issued~~was aindebted ~~$7,459 convertible note~~ to a ~~shareholder~~financing ofcompany ~~the Company~~ for $~~7,459~~441 of(May 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 2131, 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~~926). The ~~carrying value will be accreted over the term of the convertible promissory~~ note upis topayable ~~its~~in ~~face~~monthly ~~value~~instalments of $7162,~~459.~~ Asbears atinterest ~~February 28, 2011, the carrying value~~ of ~~the convertible promissory note was $1,313~~10. ~~The~~4% ~~note~~and ~~may~~is besecured ~~repaid~~ by ~~the Company, in whole or in part, at any time with 10 days notice~~machinery. ~~The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.~~

On ~~November~~April 8, ~~2010~~ 2009, the Company issued a ~~$10,000~~promissory ~~convertible~~ note to aan ~~shareholder~~unrelated ofcompany ~~the Company~~ for proceeds of $10,000. On ~~The~~June ~~convertible~~26, ~~note~~2009 isand ~~unsecured~~March ~~and~~24, ~~bears interest~~2010, atthe 5%Company ~~per~~issued ~~annum.~~additional ~~Principal~~promissory ~~and~~notes ~~accrued~~to ~~interest~~this iscompany ~~repayable~~for onproceeds ~~demand commencing~~of ~~six~~$20,000 ~~months~~and ~~from~~$2,700 ~~the~~respectively. The ~~date~~Company ofrepaid ~~issuance~~$5,000 ~~being~~on ~~May~~October 20, 2009, and $8,000 ~~2011~~on November 19, 2009. As ~~The note can~~at beAugust ~~converted~~31, ~~into~~2011, ~~shares~~the carrying value of the ~~Company,~~promissory innotes ~~whole~~and orremaining inoutstanding ~~part~~principal was $19,700 at(May ~~any~~31, ~~time prior~~2011- to$19,700). ~~maturity~~The promissory notes bear no interest, atare aunsecured ~~conversion~~and ~~price~~have no fixed term for repayment.

~~equal~~On toSeptember ~~30%~~9, 2010, as part of the ~~average~~ ~~closing~~Share ~~bid~~Purchase ~~price~~Agreement ~~for~~described ~~the~~in ~~three~~Note ~~business~~3, ~~days~~the ~~prior~~Company has agreed to guarantee the ~~notice~~repayment of ~~conversion~~ asa ~~quoted~~$640,000 onpromissory ~~the~~note ~~Pink~~due ~~Sheets~~from ~~quotation~~The ~~system~~Good One to a third party. The ~~Company analyzed~~Promissory Note is secured by the ~~financial~~Shares ~~instrument~~and ~~under~~bears ~~ASC~~interest ~~815,~~at ~~“Derivatives~~6% ~~and~~per ~~Hedging”,~~annum. Principal and ~~determined~~ ~~that~~interest ~~the~~was ~~embedded~~payable ~~conversion~~commencing ~~feature~~March ~~did~~1, ~~not~~2010 ~~meet~~in ~~the~~monthly ~~characteristics~~ instalments of a$5,063, ~~derivative~~increasing ~~instrument.~~to ~~The~~$6,063 ~~Company~~on ~~recognized~~September ~~the~~1, ~~intrinsic~~2010, ~~value~~with of the ~~embedded~~ ~~beneficial~~remaining ~~conversion~~balance ~~feature~~due ofon ~~$10~~August 30,~~000~~ as2012. The ~~additional~~Company ~~paid-in~~is ~~capital and~~issuing ~~reduced~~convertible notes for the ~~carrying~~principal ~~value~~and ofinterest repayments made by the ~~convertible~~Good ~~promissory~~One ~~note~~and plans to ~~$nil~~assume making the payments. The ~~carrying~~ ~~value~~Promissory ~~will~~Note may be ~~accreted~~repaid, ~~over~~in ~~the~~whole ~~term~~or ofin ~~the~~part ~~convertible~~at ~~promissory~~any ~~note up~~time without penalty. The Shares are pledged as security and to ~~its~~be ~~face~~held ~~value~~in ofescrow ~~$10,000~~until the Promissory Note and accrued interest are repaid. AsRefer atto ~~February~~Note 283. On September 9, ~~2011~~2010, the ~~carrying~~Company ~~value~~discounted of the ~~convertible~~note ~~promissory~~to ~~note~~the ~~was~~present ~~$3,175~~value of the future cash flows. The ~~note~~carrying ~~may~~value will be ~~repaid~~accreted byover the ~~Company,~~ interm ~~whole~~of orthe inpromissory ~~part,~~note atup ~~any~~to ~~time~~its ~~with~~face 10value ~~days~~of ~~notice~~$640,000. As ~~The~~at ~~holder~~August ~~may either~~31, ~~accept~~2011, the ~~prepayment~~carrying orvalue ~~request~~of ~~that~~the itconvertible bepromissory ~~immediately~~note ~~converted~~was ~~to shares~~$550,047 ofand the ~~Company~~remaining atoutstanding ~~the~~principal ~~conversion~~was ~~price~~$567,244.

On ~~January~~May 1412, ~~2011~~ 2010, the Company issued a ~~$24,500~~contingently convertible promissory note to aThe ~~shareholder~~Good ofOne, ~~the Company~~Inc. for proceeds of $2410,~~500~~000. The ~~convertible~~promissory note is unsecured, ~~and~~ bears interest at 5% per annum. ~~Principal~~ and ~~accrued interest~~ is ~~repayable~~automatically onconvertible ~~demand commencing six months from the date of issuance being July 14, 2011. The note can be converted~~ into shares of the Company,’s instock ~~whole~~upon ~~or in part, at any time prior to maturity, at a conversion price equal to 30% of~~ the ~~average closing~~satisfaction ~~bid price for the three business days prior to the notice~~ of ~~conversion as~~certain ~~quoted on the Pink Sheets quotation system~~conditions. The ~~Company~~conditions ~~analyzed~~for ~~the financial~~automatic ~~instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded~~ conversion ~~feature~~were ~~did~~ not ~~meet~~satisfied ~~the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $24,500 as additional paid-in capital~~ and ~~reduced~~ the ~~carrying value of the convertible promissory~~ note toand ~~$nil.~~accrued ~~The carrying~~interest ~~value will be accreted over the term of the convertible promissory note up to its face value of $24,500. As at February 28, 2011, the carrying value of the convertible promissory note~~ was ~~$1,347. The~~repayable ~~note~~on ~~may~~November ~~be repaid by the Company~~12, ~~in whole or in part, at any time with 10 days notice~~2010. ~~The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.~~

On ~~February~~November 212, ~~2011~~ 2010, the Company ~~issued a $82,685 convertible note to a shareholder of the Company for proceeds of $71,000~~ and ~~payment~~The ofGood ~~$11~~One,~~685~~ ~~of expenses on behalf of the Comapny~~Inc. ~~The~~agreed ~~convertible~~to ~~note~~amend ~~is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from~~ the repayment date ofto ~~issuance~~September ~~being August 2~~25, 2011. ~~The note~~unless ~~can be converted into shares of~~ the ~~Company,~~conditions ~~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~~automatic ~~three business days prior to the notice of~~ conversion asare ~~quoted on the Pink Sheets quotation system~~satisfied. ~~The~~All ~~Company~~other ~~analyzed~~terms ~~the financial instrument under ASC 815, “Derivatives~~ and ~~Hedging”,~~conditions ~~and~~of ~~determined that~~ the ~~embedded~~ ~~conversion~~Note ~~feature~~remain ~~did not meet~~ the ~~characteristics of a derivative instrument~~same. The ~~Company~~amendment ~~recognized~~was ~~the~~accounted ~~intrinsic~~for ~~value~~pursuant ofto ~~the~~ASC ~~embedded beneficial conversion feature of $82,685 as additional paid~~470-in60 ~~capital~~“Troubled ~~and reduced~~Debt ~~the carrying value of the convertible promissory note to $nil~~Restructuring”. As ~~The carrying value will be accreted over~~ the ~~term~~total offuture ~~the~~cash ~~convertible~~payments ~~promissory~~exceeded ~~note up to its face value of $82,685. As at February 28, 2011,~~ the carrying ~~value~~amount of ~~the~~ ~~convertible promissory note was $1,072. The note may be repaid by~~ the ~~Company,~~ ~~in whole or in part~~liability, atno ~~any~~gain ~~time with 10 days notice. The holder may either accept the prepayment~~ or ~~request~~loss ~~that~~was itrecognized beand ~~immediately~~there ~~converted~~was ~~to shares~~no ofchange ~~the~~in ~~Company at~~ the ~~conversion~~carrying ~~price~~value.

~~During the nine month period ended February 28, 2011, the Company issued convertible notes totaling $45,925 to a shareholder of the Company for $45,925 of expenses paid on behalf of the Company.~~ The convertible notes are unsecured and bear interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance. The notes can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price 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 ~~Company~~note analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion features of $45,925 as additional paid-in capital and reduced the carrying value of the convertible promissory notes to $nil. The carrying value will be accreted over the term of the convertible promissory notes up to their aggregate face value of $45,925. As at February 28, 2011, the carrying value of the convertible promissory notes was $24,343. The notes may be repaid by the Company, in whole or in part, at any time without penalty.

~~time~~On ~~with~~December 106, ~~days notice.~~2010, ~~The~~the ~~holder~~Company ~~may~~issued ~~either~~a ~~accept~~contingently ~~the~~convertible ~~prepayment~~promissory ornote ~~request~~to ~~that~~a itshareholder ~~be immediately~~to ~~converted~~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 atstock upon the ~~conversion~~satisfaction ~~price~~of certain conditions. If the conditions for automatic conversion are not

~~Management~~satisfied, ~~believes that~~the ~~our~~note ~~cash~~and ~~will~~accrued ~~not~~interest beare ~~sufficient~~repayable toon ~~meet~~June ~~our~~6, ~~working~~2011. The ~~capital~~note ~~requirements for~~matured ~~the~~on ~~next~~June ~~twelve~~6, ~~month period~~2011. The Wenote ~~plan~~holder tohas ~~raise~~not ~~the~~demanded ~~capital~~conversion ~~required~~or ~~to satisfy~~repayment ~~our immediate short-term needs~~ and ~~additional capital required to meet our funding requirements for~~ the ~~next~~note ~~twelve~~remains ~~months~~outstanding ~~primarily~~and ~~through~~due ~~future debt~~on ~~or equity financing~~demand. ~~There~~The isconversion noprice ~~assurance~~is ~~that~~equal weto ~~will~~30% beof ~~able~~the ~~to obtain~~average ~~further~~closing ~~funds~~bid ~~required~~price for ~~our~~the ~~continued~~three ~~working~~business ~~capital~~days ~~requirements. If~~prior ~~we are not able~~ to ~~obtain~~the ~~additional~~notice ~~funds~~of onconversion. The anote ~~timely~~may ~~basis, we will~~ be ~~unable~~repaid toby ~~conduct~~the ~~our~~Company, ~~operations~~in aswhole ~~planned.~~or Inin ~~such event~~part, weat ~~will~~any betime ~~forced to~~without ~~scale down or perhaps even cease our operations~~penalty.

~~Going~~During ~~Concern~~the nine month period ended February 28, 2011, the Company issued convertible notes totaling $45,925 to a shareholder of the Company for $45,925 of expenses paid on behalf of the Company. The convertible notes are unsecured and bear interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance. On July 20, 2010, the Company issued a $10,000 convertible note to a shareholder of the Company for proceeds of $10,000. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing six months from the date of issuance being January 20, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $10,000 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $10,000. As at August 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.

~~There~~On isAugust ~~substantial~~3, ~~doubt~~2010, ~~about our~~the ~~ability~~Company toissued ~~continue~~a as$10,000 aconvertible ~~going~~note ~~concern~~to asa shareholder of the ~~continuation~~Company for proceeds of ~~our~~$10,000. ~~business~~ The convertible note is ~~dependent~~unsecured ~~upon~~and ~~the~~bears ~~continued~~interest ~~financial~~at ~~support~~5% per annum. Principal and accrued interest is repayable on demand commencing six months from ~~our~~the ~~stockholders~~date of issuance being February 3, ~~our ability~~2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to ~~obtain~~maturity, ~~necessary~~at ~~equity~~a ~~financing~~conversion price equal to ~~continue~~30% ~~operations~~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 ~~achieving~~ aHedging”, ~~profitable~~and ~~level~~determined that the embedded conversion feature did not meet the characteristics of ~~operations~~a derivative instrument. The ~~issuance~~Company recognized the intrinsic value of ~~additional equity~~the ~~securities~~embedded bybeneficial usconversion ~~could~~feature ~~result~~of $10,000 as additional paid-in acapital ~~significant~~and ~~dilution~~reduced inthe carrying value of the ~~equity interests~~convertible promissory note to $nil. The carrying value will be accreted over the term of ~~our~~the ~~current~~convertible ~~stockholders~~promissory note up to its face value of $10,000. ~~Obtaining~~ ~~commercial~~As ~~loans~~at August 31, ~~assuming~~ ~~those~~2011, ~~loans~~the ~~would~~carrying value of the convertible promissory note was $10,000. The note may be ~~available~~repaid by the Company, ~~will~~in ~~increase~~whole ~~our~~or ~~liabilities~~in ~~and future~~part, ~~cash~~at ~~commitments~~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.

~~Because~~On weAugust ~~have~~31, a2010, ~~working~~the ~~capital deficit~~Company issued a $10,000 ~~have~~convertible ~~generated~~note ~~minimal~~to ~~revenues~~a shareholder of the Company for proceeds of $10,000. The convertible note is unsecured and ~~have~~bears ~~incurred~~interest ~~losses~~at ~~from operations~~5% ~~since~~per ~~inception,~~annum. inPrincipal ~~their~~and ~~report~~accrued interest is repayable on ~~our~~demand ~~audited~~commencing ~~financial~~six ~~statements for~~months from the ~~year~~date ~~ended~~of issuance being May 31, ~~2010~~2011. The note can be converted into shares of the Company, ~~our~~in ~~independent~~whole ~~auditors~~or ~~included~~in ~~an explanatory~~part, ~~paragraph~~at ~~regarding~~any ~~substantial~~time ~~doubt~~prior ~~about~~to ~~our~~maturity, ~~ability~~at a conversion price equal to ~~continue~~ 30% of the average closing bid price for the three business days prior to the notice of conversion as aquoted ~~going~~on ~~concern~~the Pink Sheets quotation system. ~~Our~~The Company analyzed the financial ~~statements~~instrument ~~contain~~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 ~~disclosures~~ ~~describing~~to $nil. The carrying value will be accreted over the ~~circumstances~~term ~~that~~of ~~lead~~the convertible promissory note up to ~~this~~its ~~disclosure~~face value of $10,000. As at August 31, 2011, the carrying value of the convertible promissory note was $10,000. The note may be repaid by ~~our independent~~the ~~auditors~~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.

~~Off-Balance~~On ~~Sheet Arrangements~~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

Wefor ~~have~~the nothree ~~off-balance~~business ~~sheet arrangements~~days ~~that~~prior ~~have~~to orthe ~~are~~notice ~~reasonably~~of ~~likely~~conversion toas ~~have~~quoted on the Pink Sheets quotation system. The conversion price is subject to a ~~current~~minimum orof ~~future effect~~$0.001, onbeing ~~our~~par value. The Company analyzed the financial ~~condition~~instrument under ASC 815, ~~changes~~“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 ~~financial~~capital ~~condition~~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. ~~revenues~~As ~~or expenses~~at August 31, ~~results~~2011, the carrying value of ~~operations~~the convertible promissory note was $5,000,000. The ~~liquidity~~note may be repaid by the Company, ~~capital~~in ~~expenditures~~whole or ~~capital resources~~in part, at any time with 10 days’ notice. The holder may either accept the prepayment or request that isit ~~material~~be immediately converted to ~~our~~shares ~~stockholders~~of the Company at the conversion price.

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

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 August 31, 2011, the carrying value of the convertible promissory note was $15,274. The note may be repaid by the Company, in whole or in part, at any time with 10 days’ notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

On October 21, 2010, the Company issued a $7,459 convertible note to a shareholder of the Company for $7,459 of expenses incurred on behalf of the Company. The convertible note is unsecured and bears interest at 5% per annum. Principal and accrued interest is repayable on demand commencing one year from the date of issuance being October 21, 2011. The note can be converted into shares of the Company, in whole or in part, at any time prior to maturity, at a conversion price equal to 30% of the average closing bid price for the three business days prior to the notice of conversion as quoted on the Pink Sheets quotation system. The Company analyzed the financial instrument under ASC 815, “Derivatives and Hedging”, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $7,459 as additional paid-in capital and reduced the carrying value of the convertible promissory note to $nil. The carrying value will be accreted over the term of the convertible promissory note up to its face value of $7,459. As at August 31, 2011, the carrying value of the convertible promissory note was $5,093. The note may be repaid by the Company, in whole or in part, at any time with 10 days’ notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

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

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 August 31, 2011, the carrying value of the convertible promissory note was $24,500. The note may be repaid by the Company, in whole or in part, at any time with 10 days’ notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

On February 2, 2011, the Company issued a $82,686 convertible note to a shareholder of the Company for proceeds of $71,000 and payment of $11,686 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 August 31, 2011, the carrying value of the convertible promissory note was $82,686. The note may be repaid by the Company, in whole or in part, at any time with 10 days’ notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

During the year ended May 31, 2011, the Company issued convertible notes totalling $51,989 to a shareholder of the Company for $51,989 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 $51,989 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 August 31, 2011, the carrying value of the convertible promissory notes was $49,651. 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.

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 August 31, 2011, the carrying value of the convertible promissory note was $10,523. The note may be repaid by the Company, in whole or in part, at any time with 10 days’ notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

On June 6, 2011, the Company issued a $3,122 convertible note to a shareholder of the Company for payment of expenses of $3,122. 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 December 6, 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 $3,122 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 $3,122. As at August 31, 2011, the carrying value of the convertible promissory note was $1,069. The note may be repaid by the Company, in whole or in part, at any time with 10 days’ notice. The holder may either accept the prepayment or request that it be immediately converted to shares of the Company at the conversion price.

On July 21, 2011, the Company issued a $31,354 convertible note to a shareholder of the Company for payment of expenses of $31,354. 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 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 $31,354 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 $31,354. As at August 31, 2011, the carrying value of the convertible promissory note was $1,244. 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.

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

Going Concern

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

Because we have a working capital deficit, have generated minimal revenues, and have incurred losses from operations since inception, in their report on our audited financial statements for the year ended May 31, 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 off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4T4. Controls and Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, being ~~February~~August 2831, 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 ~~may~~were ~~deteriorate. Due~~ineffective toas at the ~~inherent~~end ~~limitations~~of the period covered by this quarterly report. The Company has made certain changes in aits ~~cost-effective~~internal ~~control~~controls ~~system~~over financial reporting that occurred during our last fiscal quarter that have materially affected, ~~misstatements~~ ~~due~~or are reasonably likely to ~~error~~materially oraffect ~~fraud~~our ~~may~~internal ~~occur~~control ~~and~~over ~~may~~financial ~~not~~reporting bedue ~~detected~~to the acquisition of Cycle Ranch. The Company has added additional personnel to assist with operations and record keeping.

~~Based~~Disclosure ~~upon that evaluation, our president concluded that our disclosure~~ controls and procedures ~~were~~are ~~ineffective as at the end of the period covered by this quarterly report. The Company has made certain changes in its internal~~ controls ~~over~~and ~~financial~~other ~~reporting~~procedures that ~~occurred~~ ~~during~~are ~~our~~designed ~~last~~to ~~fiscal~~ensure ~~quarter~~ that ~~have~~information ~~materially~~required ~~affected, or are reasonably likely~~ to ~~materially~~be ~~affect~~disclosed in our ~~internal~~reports ~~control~~filed ~~over~~or ~~financial reporting~~submitted ~~due~~under to the ~~acquisition~~Securities ofExchange ~~Cycle~~Act ~~Ranch. The~~of ~~Company~~1934 ~~has~~is ~~added additional~~recorded, ~~personnel to assist with operations and record keeping.~~

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

Risks Related to Our Business

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

We incurred a net loss of $4344,~~616,580~~376 for the period ~~from~~ended ~~November~~August 1531, ~~2006 (date of inception) to February 28,~~ 2011. On ~~February~~August 2831, 2011, we had cash of $215,~~006~~028. Should we require additional funding, we intend to raise the money required to fund our operations from the sale of our equity or debt securities; however, there can be no assurance that we will be able to do so. Because we have only generated minimal revenue during the quarter ended ~~February~~August 2831, 2011, and have incurred a loss from operations since our inception, our independent auditors included an explanatory paragraph in their report dated September 2429, ~~2010~~2011, for the year ended May 31, ~~2010~~2011, regarding the substantial doubt about our ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors.

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

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

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

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

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

We depend upon the continued contributions of our president, Mark K. Ryun. We only have one employee, our president, secretary, treasurer and director, Mark K. Ryun. He handles all of the responsibilities in the area of corporate administration, business development and research. We do not carry key person life insurance on Mr. Ryun’s life and the loss of his services could disrupt our operations and interfere with our ability to compete with others.

Risks Associated With Our Common Stock

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

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

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

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

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

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

account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our common stock. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

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

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

Because we can issue additional shares of common stock, our stockholders may experience dilution.

We are authorized to issue up to 1,500,000,000 shares of common stock, of which 819,000,000 are issued and outstanding. Our board of directors has the authority to cause our company to issue additional shares of common stock without the consent of any of our stockholders. Consequently, our stockholders may experience dilution in their ownership of our company in the future.

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

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

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

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

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

Item 5. Other Information.

None.

Item 6. Exhibits.

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)
3.4	Certificate of Amendment (incorporated herein by reference to our Current Report on Form 8K filed June 2, 2010)
10.1	Securities Purchase Agreement with the Good One, Inc., and associated companies (incorporated by reference from our Current Report on Form 8K filed on September 24, 2010)
21*	Subsidiary of Here Enterprises, Inc.:
31*	Section 302 Certification of Mark K. Ryun
32*	Section 906 Certification of Mark K. Ryun
101INS*	XBRL Instance**
101.SCH*	XBRL Taxonomy Extension Schema**
101.CAL*	XBRL Taxonomy Extension Calculation**
101.DEF*	XBRL Taxonomy Extension Definition**
101.LAB*	XBRL Taxonomy Extension Labels**
101.PRE*	XBRL Taxonomy Extension Presentation**

* Filed herewith.

~~SIGNATURES~~** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~SIGNATURES

~~HERE~~Pursuant ~~ENTERPRISES~~to the requirements of the Securities Exchange Act of 1934, ~~INC~~the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

By:	/s/ Mark K. Ryun
	Mark K. Ryun
	President, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer
	and Principal Accounting Officer)
	Date: April 19, 2011

HERE ENTERPRISES, INC.


By:	*/s/ Mark K. Ryun*
	Mark K. Ryun
	President, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer
	and Principal Accounting Officer)
	Date: October 26, 2011

Filing Compare · HERE ENTERPRISES, INC.