SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of of earliest event reported): ~~May~~ October 31, 2004

HearMe

(Exact name of registrant as specified in its charter)

000-25399

(Commission File Number)

Delaware		94-3217317
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
c/o Burr, Pilger & Mayer LLP 600 California Street, Suite 1300 San Francisco, California 94108
(Address of principal executive offices, with zip code)
(415) 421-5757
(Registrant’s telephone number, including area code)

~~c/o Burr,~~Check ~~Pilger~~the &appropriate ~~Mayer~~box ~~LLP~~below if the Form 8-K filing ~~600~~is ~~California~~intended ~~Street,~~to ~~Suite~~simultaneously ~~1300~~satisfy the filing obligation of the registrant ~~San~~under ~~Francisco,~~any ~~California 94108~~of the following provisions (see General Instruction A.2. below):

~~(Address~~o Written ofcommunications ~~principal executive~~pursuant ~~offices,~~to ~~with~~Rule ~~zip~~425 ~~code~~under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~415)~~17 CFR ~~421~~240.14a-~~5757~~12)

o Pre-commencement communications pursuant to Rule 14d-2(~~Registrant’s~~b) ~~telephone~~under the Exchange ~~number,~~Act ~~including~~(17 ~~area~~CFR ~~code~~240.14d-2(b))

~~Item~~o Pre-commencement 5.communications ~~Other~~pursuant ~~Events~~to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Press~~Item ~~Release~~8. On July 12, 2004, HearMe (the “Company”) issued a press release with certain updated information relating to the Company’s cash position and reserves for estimated future liquidation expenses as of May 31, 2004, as well as information regarding the status of certain litigation01. A ~~copy~~Other ~~of this press release is filed herewith as Exhibit 99~~Events.1.

~~Trading~~On ~~of Common Stock.~~December 3, ~~On August 14~~2004, ~~2001~~HearMe, ~~the~~a ~~Company’s~~Delaware ~~common~~corporation ~~stock was delisted from~~ (the ~~Nasdaq National Market due to its low trading per share~~“Company”), ~~which~~issued ~~may~~a ~~materially~~press ~~impair~~release ~~the~~announcing ~~ability~~a ofcash ~~stockholders~~distribution to ~~buy~~be ~~and~~paid ~~sell~~out ~~shares. On November 26, 2001, the Company filed its Certificate~~ of ~~Dissolution~~ ~~with~~net ~~the~~available ~~Secretary~~assets of ~~State of the State of Delaware and closed its~~$.0467 ~~stock~~per ~~transfer~~share ~~books~~to ~~and~~stockholders ~~discontinued recording transfers~~ of ~~its~~record ~~common stock. Accordingly,~~as ~~certificates representing shares~~ of ~~common stock of~~ the Company’s ~~are~~final ~~not~~record ~~transferable~~date ~~except by will, intestate succession or operation~~ of ~~law. For any other trades subsequent to~~ November 26, 2001,. It ~~the~~is ~~seller and~~currently ~~purchaser~~anticipated ofthat this ~~the~~distribution ~~stock~~ will ~~need~~be tomade ~~negotiate and rely~~ on ~~“due~~or ~~bill”~~about ~~contractual obligations~~December 17, ~~between~~2004. In ~~themselves~~addition, ~~with respect to~~ the ~~allocation~~press ofrelease ~~proceeds, if~~provides ~~any,~~updated ~~resulting~~information ~~from~~relating ~~ownership~~to of the ~~shares. To the~~ Company’s ~~knowledge,~~reserves ~~over-the-counter~~relating ~~trading~~to ~~of the Company’s~~potential ~~shares~~liability onand aexpenses ~~due~~arising ~~bill~~out ~~basis~~of iscertain ~~currently~~litigation. A ~~quoted~~copy byof ~~Pink~~this ~~Sheets~~press ~~LLC~~release ~~under~~is ~~the~~filed ~~symbol~~herewith ~~“HEARZ~~as Exhibit 99.PK1.”

~~Public~~Item ~~Reporting~~9. On01 ~~July~~Financial ~~9, 2002,~~Statements ~~HearMe announced its intention to cease filing periodic reports with the Securities~~ and ~~Exchange Commission (the “Commission”) under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended~~Exhibits. HearMe does not intend to file quarterly reports on Form 10-Q or annual reports on Form 10-K with the Commission, but will continue to disclose material events by filing current reports on Form 8-K with the Commission. For more information, see the Company’s current report on Form 8-K, as filed with the Commission on July 12, 2002.

~~Certain Risks~~(c) Exhibits. ~~For~~The ~~a discussion~~following ofexhibit ~~certain~~is of the risks relating to the Company, investment in its common stock and its dissolution and liquidation, see the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2002, as filed ~~with the Commission on May 15, 2002 and the Company’s annual report on Form 10-K for the year ended December 31, 2001,~~ as ~~filed~~part ~~with the Commission on March~~of ~~15,~~this ~~2002.~~report:

Item 7. Financial Statements and Exhibits.

Number		Exhibit

99.1		Press release of HearMe dated December 3, 2004.

~~(c) Exhibits.~~2

EXHIBIT NUMBER		DESCRIPTION
99.1		Press release of HearMe dated July 12, 2004.

SIGNATURES

2Pursuant 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 hereunto duly authorized.

SIGNATURES

	HearMe
	(Registrant)


Date: December 3, 2004	By:	/s/ Stephen D. Mayer
		Stephen D. Mayer
		Chief Executive Officer

~~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 hereunto duly authorized.~~3

	HearMe
	(Registrant)
Date: July 12, 2004	By:	/s/ Stephen D. Mayer
		Stephen D. Mayer
		Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION

99.1		Press release of HearMe dated December 3, 2004.

~~EXHIBIT INDEX~~4

EXHIBIT NUMBER		DESCRIPTION
99.1		Press release of HearMe dated July 12, 2004.

Filing Compare · HEARME