8-K

____________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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 earliest event reported) August 15, 2008

HERE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Commission file number 000-52951

NevadaN/A

(State or other jurisdiction                                                                         (I.R.S. Employer

of incorporation)                                                                                     Identification No.)

927 Kelvin Street, Coquitlam, British Columbia V3J 4W7, Canada

(Address of principal executive offices) (zip code)

778-785-0007

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

______________________________________________________________________

Item 1.01       Entry into a Material Definitive Agreement.

On August 1, 2008, Here Enterprises, Inc. ( “HRTE”) and Conversational Computing Corporation (“Conversay”), a private Washington State based corporation, signed a Letter of Intent for HRTE to acquire Conversay thru a share exchange agreement, which, if closed, would result in Conversay becoming a wholly owned subsidiary of HRTE.

HRTE intends to Exchange 4,100,000 Common Shares held by Roger Williams, President and 1,500,000 Common Shares, held by Michael McFadyen, Director for all the issued and outstanding Common Shares of Here Network Corp. held by HRTE. There is no guarantee that the parties will negotiate and agree upon a binding Agreement of Merger and that the transaction will ultimately close.

Based on an anticipated share exchange of 40 Conversay common shares exchanged for 4 common shares of HRTE. In addition, it is anticipated that Conversay shareholders will receive one common stock purchase warrant, with a life of three years from the date of the closing of the proposed transaction with an exercise price of $4.00.

Item 9.01 Financial Statements and Exhibits.

List below the financial statements, pro forma financial information and exhibits, if any, filed as part of this report.

Exhibit

10.1	Letter of Intent Between: Here Enterprises, Inc. and Conversational Computing Corporation
10.2	Term Sheet Here Enterprises, Inc. and Conversational Computing Corporation
99.1	News Release – Dated August 15, 2008

SIGNATURES

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.

HERE ENTERPRISES, INC.

(Registrant)

By:  /s/ Roger Williams 

Roger Williams 

President, Secretary, Treasurer and Director 

(Principal Executive Officer, Principal Financial Officer 

and Principal Accounting Officer)

Dated:    August 15, 2008

EX-10

Exhibit 10.1

LETTER OF INTENT

HERE ENTERPRISES INC.

AND

CONVERSATIONAL COMPUTING CORPORATION

August 1, 2008

By this letter Here Enterprises Inc. or its subsidiary (“HRTE”) offers to merge with Conversational Computing Corporation ("Conversay") on the terms set forth in the Non-Binding Term Sheet attached as Exhibit A (the “Term Sheet”) and on the additional terms, and subject to the conditions, set forth in this letter of intent.

A. Nonbinding Terms. Upon execution by HRTE and Conversay, this letter will constitute an expression of mutual intent to pursue the consummation of the transaction on the terms set forth in the Term Sheet, but except for the provisions set out in Section B, this letter shall not bind any of the parties. The parties shall be bound only upon completion of negotiations and execution of definitive agreements by the parties. In addition to the terms set forth below, such agreements shall contain covenants, conditions to closing, representations and warranties that shall survive the closing, indemnities and such other terms and conditions as are satisfactory to both parties.

B. Binding Terms. Upon execution of copies of this letter by HRTE and Conversay, the following paragraphs shall constitute the legally binding and enforceable agreement of the parties, in consideration of the significant costs to be borne by Conversay in pursuing the transaction and of the parties' mutual undertakings as described herein:

i. Access to Information. HRTE shall provide Conversay and its attorneys, accountants and other authorized representatives, and Conversay share provide the HRTE and its attorneys, accountants and other authorized representatives, with access to and, upon request, copies of, all information available to it with respect to HRTE’s business, assets, and financial condition, and Conversay’s business, assets, and financial condition. Conversay and the HRTE will conduct their due diligence of such information in a reasonable manner. HRTE will provide or otherwise make available to Conversay copies all of its filings with the Securities and Exchange Commission.

ii. Consummation of Transactions. The parties will cooperate with one another and proceed as promptly as practicable to enable Conversay and the HRTE to conduct their due diligence investigation. Subject to satisfactory due diligence by Conversay and receipt of other information as is reasonably requested, HRTE, the parties will cooperate with one another and proceed as promptly as practicable to use commercially reasonable efforts to achieve mutually agreeable definitive agreements and other forms of documents (including, without limitation, Securities and Exchange Commission filings), and to seek to obtain all necessary consents or approvals of governmental authorities, HRTE and Conversay shareholders, and other third parties in order to consummate the transactions contemplated herein. Each of the parties believes that it can obtain all such consents.

iii. Confidentiality. The parties have previously entered into a confidentiality agreement which is incorporated by reference.

iv. Disclosure. Except with mutual consent, there shall be no public disclosure of the contents of this letter or of the transactions contemplated herein unless, in the opinion of counsel, a public announcement of the execution of this letter is required to comply with Securities and Exchange Commission disclosure regulations. If any such disclosure is required, HRTE will provide Conversay the opportunity to review and comment on the announcement prior to its release.

v. Exclusivity. Until the earliest of (a) the mutual agreement of the parties not to pursue the transaction contemplated hereby, (b) the termination of the definitive transaction documents, or (c) 60 days after the execution of this Letter of Intent (collectively, (a) through (c) being referred to as the “Exclusive Period”), neither HRTE nor Conversay will cause any person acting on its behalf to, directly or indirectly, solicit, or negotiate with respect to, or facilitate, or accept an offer to merge, or consolidate, or reorganize with any other company during the Exclusive Period.

vi. Termination. Any party may terminate this letter if definitive agreements are not executed on or before October 1, 2008 or such other date as may be mutually agreed by the parties, and the terminating party is not in breach of any of its binding obligations hereunder.

vii. Governing Law. This letter of intent and the definitive agreement shall be governed in all respects by the laws of the State of Nevada, without giving effect to the conflict of laws provisions thereof.

viii. Costs and Expenses. Each party shall bear its own legal and audit fees, and costs of the transaction, including amounts owed to engage any brokers, finders or other parties in connection with the transaction.

Please sign, date and return copies of this letter to us to confirm our mutual understandings and agreements. We look forward to working with you on this project.

HERE ENTERPRISES INC.

/s/ Roger Williams

Roger Williams

President

Date:  August 1, 2008

Acknowledged and agreed:

CONVERSATIONAL COMPUTING CORPORATION

/s/ Cal C. Mitchell

Cal C. Mitchell

Chief Executive Officer

Date:  August 1, 2008

EX-10

Exhibit 10.2

MERGER TERM SHEET

HERE ENTERPRISES INC.

AND

CONVERSATIONAL COMPUTING CORPORATION

August 1, 2008

Exchange 4,100,000 (Four Million One Hundred Thousand) Common Shares held by Roger Williams and 1,500,000 (One Million Five Hundred Thousand) Common Shares held by Michael McFadyen for all the issued and outstanding Common Shares of Here Network Corp. held by HRTE

Based on an anticipated share exchange of 40 Conversay common shares exchanged for 4 common shares of HRTE. In addition, it is anticipated that Conversay shareholders will receive one common stock purchase warrant, with a life of three years from the date of the closing of the proposed transaction with an exercise price of $4.00.

HERE ENTERPRISES INC.

/s/ Roger Williams

Roger Williams

President

Date:  August 1, 2008

Acknowledged and agreed:

CONVERSATIONAL COMPUTING CORPORATION

/s/ Cal Mitchell

Cal Mitchell

Chief Executive Officer

Date:  August 1, 2008

EX-99

Exhibit 99.1

Here Enterprises, Inc. Enters Into Letter of Intent to Merge with Conversational Computing Corporation

Vancouver, Canada--(BUSINESS WIRE) - August 15, 2008—Here Enterprises, Inc. (“HRTE”) (OTCBB:HRTE - News) today announced that it has recently entered into a Letter of Intent to merge with Conversational Computing Corporation (“Conversay”), a Washington State based corporation that is a world leader in speech technology for mobile devices. The merger is conditioned upon completion of due diligence by the parties, certain regulatory requirements, and approval of the requisite number of shareholders voting for the proposed transaction.

HRTE’s Board of Directors, once final documents have been completed and regulatory compliance has been obtained, will recommend to its shareholders that HRTE’s shareholders approve the proposed a merger with Conversay based on an anticipated share exchange of 40 Conversay common shares exchanged for 4 common shares of HRTE. In addition, it is anticipated that Conversay shareholders will receive one common stock purchase warrant, with a life of three years from the date of the closing of the proposed transaction with an exercise price of $4.00. The Letter of Intent anticipates the parties will enter into a definitive merger agreement within 60 days. Conversay will become a wholly-owned subsidiary of HRTE. Here Network Corp., HRTE’s operating subsidiary, will be sold to HRTE’s controlling shareholders, at the time of the closing of the merger. There is no guarantee that the parties will negotiate and agree upon a binding Agreement of Merger and that the transaction will ultimately close.

Cal Mitchell, CEO of Conversay comments, “Raising needed capital to fund the continuing development of our speech technology and interfaces while retaining our leadership role in voice recognition technology is imperative.” He continues, “We are very excited to be working with our investment advisors to expand our company from the private to the public sector. We believe Conversay’s investors and the investors in the new Conversay are best served through this transaction.” Roger Williams, CEO of HRTE, agrees stating, “We are pleased to announce that we have signed a Letter of Intent to merge with Conversay. We look forward to communicating news about exciting developments in upcoming weeks and months.”

Midtown Partners & Co., LLC, the New York based investment bank engaged by Conversay to provide underwriting and financial advisory services, advised Conversay on the proposed merger.

More detailed information concerning the merger and related transactions will be announced as detailed information becomes available.

About Conversay

Conversational Computing Corporation is a world leader in speech technology and interfaces for mobile devices. Conversay's speech engine is industry-acknowledged for its small footprint, rapid execution, and high recognition accuracy in extreme noise. It is compatible with a wide range of embedded devices including cell phones, smartphones, enterprise-class PDA's, avionics, telematics, and custom platforms, and has shipped on millions of units worldwide. For more information about the company, go to www.conversay.com.

About Here Enterprises Inc.

Through our subsidiary Here Network Corp. we operate a website dining guide at www.dinehere.ca called Dine Here. The website contains restaurant listings for British Columbia including Greater Vancouver, Victoria and Whistler.

Safe Harbor" Statement under Private Securities Litigation Reform Act of 1995

This press release contains certain forward-looking statements based on the Company's current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements include statements regarding the Company's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words and include statements regarding the planned and/or anticipated benefits to users of the Company's products and the timing of distribution of such products. Forward-looking statements in this release are based on information available to the Company as of the date hereof. The Company's actual results may differ materially from those stated or implied in such forward-looking statements due to risks and uncertainties associated with the Company's business, which include the Company's ability to execute its business strategy and the other risk factors

disclosed in the Annual Report on Form 10-K for the year ended September 30, 2006 on file with the Securities and Exchange Commission. The Company assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.

Contact:

Here Enterprises, Inc.

Roger Williams, Chief Executive Officer

927 Kelvin Street, Coquitlam, BC V3J 4W7, Canada

Telephone:  (778) 785-0007 

Conversational Computing Corporation

Cal Mitchell, Chief Executive Officer

15375 NE 90th Street, Redmond, WA 98052

Telephone: (425) 895-1800

Email: CMitchell@conversay.com