UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


FORM 10-QSB


(Mark One)

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

FOR THE QUARTER ENDED SEPTEMBER 30, 2007

OR

[   ] 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 000-33033

hereUare, Inc.
(Name of small business issuer in its charter)


Delaware

02-0575232

(State or Other Jurisdiction of Incorporation or Organization) 

(I.R.S. Employer Identification Number)

5201 Great America Parkway, Suite 446
Santa Clara, California 95054

(Address of Principal Executive Offices including Zip Code)

(408) 988-1888
(Registrant's Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if changed since last report)

Check whether the issuer (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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes [  ]     No [X]

 

Applicable only to issuers involved in bankruptcy proceedings during the past five years:

Check whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.     Yes [  ]     No [ ]

 

Applicable only to corporate issuers:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  The number of shares of common stock, par value $0.0001, outstanding as of November 14, 2007 is 34,084,083.

 

Transitional Small Business Disclosure Format (check one):     Yes [  ]     No [X]

Exhibit Index is on page 25
Total Number of Pages: 30










hereUare, Inc.
and Subsidiaries

FORM 10-QSB

For September 30, 2007


TABLE OF CONTENTS

   

Part I.

 Consolidated Financial Information  

   Item 1.

Consolidated Financial Statements (unaudited)

 

  Consolidated Balance Sheet as of September 30, 2007 (unaudited)

4

  Consolidated Statements of Operations for The Three-Month and Nine-Month Periods ended September, 2007 and 2006 (unaudited)

5

  Consolidated Statements of Cash Flows for The Nine-Month Periods ended September 30, 2007 and 2006 (unaudited)

6

  Notes to Unaudited Consolidated Financial Statements

7

   Item 2.

Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations

19

   Item 3.

Controls and Procedures

23

     

Part II.

 Other Information  

   Item 1.

Legal Proceedings

24

   Item 2.

Unregistered Sales of Equity, Securities and Use of Proceeds

24

   Item 3.

Defaults Under Senior Securities

24

   Item 4.

Submission of Matters to a Vote of Security Holders

24

   Item 5.

Other Information

24

   Item 6.

Exhibits

24

   

 

Signatures   25
Exhibit Index   25

Certifications

   26









PART I

Item 1. Consolidated Financial Information - (unaudited)

HEREUARE, INC. AND SUBSIDIARIES
(FORMERLY PEOPLENET INTERNATIONAL CORPORATION)
CONSOLIDATED BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 2007

ASSETS
  Current assets
    Cash & cash equivalents                          $  153,375
    Account receivable                                    1,196
    Inventory                                            13,922
    Prepaid expense                                     200,573
    Advances                                            194,000
                                                     -----------
      Total current assets                              563,066

  Property & equipment - net                            227,910
  Intangible assets - net                               366,364
  Deposit                                               104,295
  Investment                                          1,000,000
                                                     -----------
    Total assets                                     $2,261,635
                                                     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities
    Accounts payable & accrued expenses              $  532,840
    Deferred revenue                                        342
    Due to related parties                               45,951
                                                     -----------
      Total current liabilities                         579,133
                                                     -----------

  Stockholders' equity
    Preferred stock, $0.0001 par value;
      10,000,000 shares authorized                            -
    Common stock, $0.0001 par value;
      100,000,000 shares authorized;
      34,084,083 shares issued and
      outstanding                                          3,408
    Additional paid-in capital                        69,068,239
    Subscription receivable                              (33,000)
    Accumulated deficit                              (67,356,145)
                                                     ------------
      Total stockholders' equity                       1,682,502
                                                     ------------
                                                      $2,261,635
                                                     ============

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








HEREUARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
(FORMERLY PEOPLENET INTERNATIONAL CORPORATION)
FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED
SEPTEMBER 30, 2007 AND 2006

                                Three-month Periods Ended   Nine-month Periods Ended
                               --------------------------  --------------------------
                                      September 30,              September 30,
                                   2007          2006          2007          2006
                               ------------  ------------  ------------  ------------

REVENUES, net                  $    11,805   $    15,771   $    27,833   $    35,734
Cost of revenues                   (11,532)      (30,395)      (45,971)      (54,037)
                               ------------  ------------  ------------  ------------
GROSS PROFIT (LOSS)                    273       (14,624)      (18,138)      (18,303)

COSTS AND EXPENSES
  Depreciation & amortization       78,747        30,823       202,680        57,805
  Rent                              75,368        48,887       194,752       156,280
  Salaries and payroll taxes       240,319       247,734       685,986       721,847
  Professional fees                155,691        80,218       492,099       422,633
  General and administrative       289,264        92,941       752,257     8,661,468
                               ------------  ------------  ------------  ------------
    Total costs and expenses       839,389       500,603     2,327,774    10,020,033
                               ------------  ------------  ------------  ------------
LOSS FROM OPERATIONS              (839,116)     (515,227)   (2,345,912)  (10,038,336)

OTHER INCOME (EXPENSES)
  Other expense                        -             -            (357)          -
  Interest income                      725           727         1,406         5,093
                               ------------  ------------  ------------  ------------
  Total other income                   725           727         1,050         5,093

LOSS BEFORE INCOME TAXES          (838,391)     (514,500)   (2,344,862)  (10,033,243)

INCOME TAXES                           -             -           1,849           800
                               ------------  ------------  ------------  ------------
NET LOSS                       $  (838,391)  $  (514,500)  $(2,346,711) $(10,034,043)
                               ============  ============  ============  ============
Basic & diluted weighted average
number of shares outstanding    34,018,001    17,674,632    33,881,107    17,316,932
                               ============  ============  ============  ============
Basic & diluted loss per share      $(0.02)       $(0.03)       $(0.07)       $(0.58)
                               ============  ============  ============  ============

Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive.

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








HEREUARE, INC. AND SUBSIDIARIES
(FORMERLY PEOPLENET INTERNATIONAL CORPORATION)
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2007 AND 2006

                                                      2007          2006
                                                  ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                        $(2,346,711)  $(10,034,043)
    Adjustments to reconcile net loss
      to net cash used in operating activities:
        Depreciation and amortization                 202,680        57,805
        Options granted for services                  358,378     8,413,773
        Issuance of shares for services               120,000           -
        (Increase) decrease in current assets:
          Accounts receivable                          (1,038)          -
          Inventory                                   (13,922)          -
          Prepaid expenses                           (162,797)        6,694
          Deposits                                    (60,650)        6,498
          Advance                                      63,539           -
    Increase (decrease) in current liabilities:
          Accounts payable & accrued expenses          74,527       (13,873)
          Deferred revenue                               (750)          -
                                                  ------------  ------------
       Net cash used in operating activities       (1,766,744)   (1,563,146)
                                                  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property & equipment                    (73,191)      (81,768)
  Purchase of intangible assets                      (299,236)     (190,000)
  Cash from acquired subsidiary                          -          474,851
                                                  ------------  ------------
    Net cash used in investing activities            (372,427)     (203,083)
                                                  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from subscription receivable               (12,000)          -
  Proceeds from issuance of common stock for cash   2,095,438     1,034,500
  Advance to related party                             46,791      (447,505)
                                                  ------------  ------------
    Net cash provided by financing activities       2,154,229       586,995
                                                  ------------  ------------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS     15,058      (773,069)

CASH & CASH EQUIVALENTS, beginning balance            138,317     1,297,061
                                                  ------------  ------------
CASH & CASH EQUIVALENTS, ending balance           $   153,375   $   523,992
                                                  ============  ============

SUPPLEMENTAL DISCLOSURES:
      Income tax payments                               1,685           800
      Interest payments                                   -             -
                                                  ============  ============

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








HEREUARE, INC. AND SUBSIDIARIES
(FORMERLY PEOPLENET INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - NATURE OF OPERATIONS

hereUare, Inc. (the "Company") was incorporated on February 5, 1997 in the state of Delaware. The Company focuses on development and sales of communication software solutions including web-based email and office automation bundle, on-line classified ads and a voice over internet protocol telephony product. The Company had been a wholly owned subsidiary of Pacific Systems Control Technology, Inc. ("PSCT") until February 8, 2002 when the Company completed its spin-off transaction from PSCT and became an independent entity. On March 26, 2007, the Company changed its name from PeopleNet International Corporation to hereUare, Inc.

In December 2005, the Company formed Completo Communications Corporation ("Completo"), a wholly owned subsidiary, to support voice termination services within the Company's international VoIP solutions. The operations of Completo were terminated by the end of the quarterly period ended March 31, 2006 and the VoIP termination activities were handled within the Company since then.

On September 22, 2006, the Company acquired 100% of hereUare Communications, Inc., a Delaware corporation ("hUa Communications"). hUa Communications is an operator of web-based search engine and other Internet software solutions founded in 2002. Consequently, hUa Communications' financial position, results of operations and cash flows subsequent to the acquisition are included in the accompanying audited consolidated financial statements.

In August 2007, the Company established a wholly owned subsidiary in Vietnam, hereUare Communications Company Ltd. Vietnam, in anticipation of engaging in business activities in that country.

Note 2 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") Form 10-QSB and Item 310 of Regulation S-B, and generally accepted accounting principles for interim financial reporting.  The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods.  Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company's Annual Report for the year ended December 31, 2006 on Form 10-KSB and amendment thereof on Form 10-KSB/A.  The results of the nine months ended September 30, 2007 are not necessarily indicative of the results to be expected for the full year ending December 31, 2007.

Note 3 - USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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.

Note 4 - PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, hereUare Communications, Inc., hereUare Communications Company Ltd. Vietnam and Completo Communications Corporation. All material inter-company accounts have been eliminated in consolidation.

Note 5 - RECENT PRONOUNCEMENTS

In September 2006, FASB issued SFAS 157 'Fair Value Measurements'.  This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles ("GAAP"), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements.  However, for some entities, the application of this Statement will change current practice.  This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on the consolidated financial statements.

In September 2006, FASB issued SFAS 158 'Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)' This Statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:

1. A brief description of the provisions of this Statement

2. The date that adoption is required

3. The date the employer plans to adopt the recognition provisions of this Statement, if earlier.

The requirement to measure plan assets and benefit obligations as of the date of the employer's fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on the consolidated financial statements.

In February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FAS 159 for their first quarter 2007 financial statements.

The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities.

Note 6 - RECLASSIFICATIONS

Certain comparative amounts have been reclassified to conform to the nine month periods ended September 30, 2007 and 2006.

Note 7 - LOSS PER SHARE

Earnings per share is calculated in accordance with the Statement of Financial Accounting Standards No. 128 (SFAS No. 128), "Earnings per share".  Basic net income per share is based upon the weighted average number of common shares outstanding. Diluted net income per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised.  Dilution is computed by applying the treasury stock method.  Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Note 8 - INVENTORY

Inventories are stated at the lower of cost or market. The Company regularly reviews inventories and, when required, will record a provision for excess and obsolete inventory based on factors that may impact the realizable value of inventory including, but not limited to, technological changes, market demand, regulatory requirements and significant changes in the Company's cost structure. If ultimate usage varies significantly from expected usage, or other factors arise that are significantly different than those anticipated by management, inventory write-downs or increases in reserves may be required. As of September 30, 2007, the Company has inventory of VoIP phones of $13,922.

Note 9 - PROPERTY AND EQUIPMENT

The property & equipment comprised of the following at September 30, 2007:

     Equipment                          $ 358,166
     Furniture                             55,737
                                        ----------
                                          413,903
     Less accumulated depreciation       (185,993)
                                        ----------
                                        $ 227,910
                                        ==========

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets. Depreciation expense was $47,475 and $14,011 for the three month periods ended September 30, 2007 and 2006, respectively. Depreciation expense was $102,994 and $34,590 for the nine month periods ended September 30, 2007 and 2006, respectively.

Note 10 - INTANGIBLE ASSETS

Intangible assets comprised of the following at September 30, 2007:

Domain name                        $  32,321
Software products                    474,368
                                   ----------
                                     506,689
Less accumulated amortization       (140,325)
                                   ----------
                                   $ 366,364
                                   ==========

Amortization expense was $31,272 and $16,812 for the three month periods ended September 30, 2007 and 2006, respectively. Amortization expense was $99,686 and $23,215 for the nine month periods ended September 30, 2007 and 2006, respectively.

Amortization expenses of intangible assets over the next three years are as follows:

     2008:     $167,364
     2009:     $127,204
     2010:     $ 26,673

Note 11 - PREPAID EXPENSES

Prepaid expenses comprised of the following at September 30, 2007:

     Office rent in Vietnam                $  92,400
     Furniture for Vietnam office             13,229
     Web design in Vietnam                    57,285
     IT equipment in Vietnam                   4,064
     Other prepaid expenses                   33,595
                                           ----------
                                           $ 200,573
                                           ==========

Note 12 - ADVANCES

As of September 30, 2007, the Company has advances totaling $194,000 made to two non-related parties for developing software for the Company.

Note 13 - INVESTMENT

In November 2005, the Company has made an investment of $1,000,000 in cash in an entity that is engaged in the internet search engine business. The Company evaluated the investment and determined that the investment is not impaired as of September 30, 2007. The investment represents approximately 10.5% of that entity.

Note 14 - DEPOSITS

Deposits comprised of the following at September 30, 2007:

     Rent deposit - Santa Clara            $  41,650
     Rent deposit - Los Angeles                2,645
     Rent deposit - Vietnam                   10,000
     Attorney retainer deposit                50,000
                                           ----------
                                           $ 104,295
                                           ==========

Note 15 - ACCOUNTS PAYABLES AND ACCRUED EXPENSES

Accounts payable and accrued expenses comprised of the following at September 30, 2007:

     Accounts payable                      $ 109,926
     Accrued payroll and commission           31,486
     Accrued litigation                       72,000
     Accrued professional fees                 8,500
     Accrued interest                          6,400
     Other accruals                            6,254
     Other liabilities                       298,274
                                           ----------
                                           $ 532,840
                                           ==========

Other liabilities are liabilities of the prior parent company incurred prior to the spin off of PeopleNet International Corporation in 2001. The prior parent company ceased its operations in 2003, and the Company has been carrying these liabilities, which are due on demand, on its books since then. The creditors of the prior parent company have not contacted the Company to demand payment.

Note 16 - COMMITMENTS AND CONTINGENCIES

As a result of litigation against its prior parent corporation, Pacific Systems Control Technology ("PSCT"), PSCT and its subsidiaries, including the Company, entered into a global settlement and mutual release of all claims with a former PSCT employee, on February 11, 2003. Under the agreement, PSCT and the other former parties to the litigation, including the Company, agreed to pay to the former employee a total sum of $100,000 plus interest at the rate of 10% per year, payable in installments at the rate of $3,000 per month. As of December 31, 2004, the outstanding balance under the settlement agreement was $72,000. The Company accrued the $72,000 on its financial statements as of December 31, 2004 in the event PSCT is unable to fulfill its obligations under the settlement agreement. The balance of the accrued litigation is $72,000 as of September 30, 2007.

On February 16, 2005, the Company entered into a 3-year lease agreement with CarrAmerica Techmart which expires on March 1, 2008. Monthly payment according to this lease agreement amounts to $10,604. From March 1, 2007 to February 29, 2008 the payment pursuant to this lease agreement is $11,249.57 per month.

On June 8, 2006, the Company entered into a 5-year lease agreement with CarrAmerica Techmart which expires on June 15, 2011. Rent expense pursuant to this lease agreement is as following:

August 2006 - July 2007:     $7,033.55 per month
August 2007 - July 2008:     $7,243.06 per month
August 2008 - July 2009:     $7,452.57 per month
August 2009 - July 2010:     $7,692.01 per month
August 2010 - July 2011:     $7,901.52 per month

On August 1, 2007, the Company entered into a lease for 530 square meters of office space in Vietnam with Nguyen Van Tan and Vo Thi Ngoc Lan which expires on August 1, 2012. The lease commences on August 1, 2007 and rent expense is fixed at $4,200 per month. The Company prepaid the rent under this lease for 24 months through July 31, 2009. The total prepaid rent amounted to $92,400 as of September 30, 2007.

Note 17 - RELATED PARTY TRANSACTIONS

On September 22, 2006, the Company acquired hereUare Communications, Inc., issuing 15,985,500 Company common shares to retire an equal number of hereUare common shares. hereUare was a privately-held operator of web-based search engine and other Internet software solutions founded in 2002. Certain officers, directors, and major equity holders of the Company also were officers, directors or major equity holders of hereUare. Benedict Van, the Company's Chairman of the Board and CEO, and a member of the Company's board of directors, was the CEO and sole director of hereUare. Mr. Van and his affiliated company owned approximately 55.6% of the outstanding hereUare common stock and therefore received 55.6% of the Company's stock being issued in connection with the acquisition. Mr. Van and his affiliated companies owned approximately 47.3% of the outstanding capital stock of the Company immediately prior to the acquisition and, after the acquisition, Mr. Van and his affiliated companies owned approximately 51.3% of the outstanding stock of the resulting company. In addition, Anthony K. Chan, a director of the Company and its CFO, was the CFO of hereUare. The allocation of the purchase price was based on historical cost basis rather than fair market value since Mr. Van, who is the Company's Chairman of the Board and CEO was at the time also the sole director and majority shareholder of hereUare Communications, Inc. The excess of the purchase price over the historical cost basis of the net assets acquired has been shown as a deemed dividend.

The purchase price allocation is as follows:

     Cash                                 $   474,851
     Prepaid expenses                          34,251
     Property, plant & equipment               33,326
     Intangible asset                           4,368
     Investment                             1,000,000
     Deposit                                    1,994
                                          ------------
             Total assets                   1,548,791

   Less:
     Accounts payable and accruals             30,360
     Due to related parties                   357,230
                                          ------------
           Total liabilities                  387,590

     Total acquisition cost               $ 1,161,201

   Cost
     Total investment                     $31,971,000
     Total acquisition cost                 1,161,201
                                          ------------
           Deemed dividend                $30,809,799


During the three-month period ended September 30, 2007, the Company received advances from a related company in the aggregate amount of $54,670. The officer and majority stockholder of the related company is also an officer and the largest beneficial stockholder of the Company. The amount is unsecured, interest free and due on demand.

During the three-month period ended September 30, 2007, the Company advanced $5,419 in travel expenses to an officer of the Company. The amount is unsecured, interest free and due on demand.

During the three-month period ended September 30, 2007, the Company advanced an amount of $3,300 to a related company. The officer and majority stockholder of the related company is also an officer and the largest beneficial stockholder of the Company. The amount is unsecured, interest free and due on demand.

Note 18 - COMMON STOCK

In January 2007, the Company received $12,000 from subscription receivable for shares that were issued during the year ended December 31, 2006.

During the quarterly period ended March 31, 2007, the Company issued 133,520 shares of common stock for cash amounting to $801,104 and 8,334 shares for subscriptions receivable amounting to $50,000.  The Company did not have any issuance of common stock during the quarter ended March 31, 2006.

During the quarterly period ended June 30, 2007, the Company received $25,000 from subscription receivable for shares that were issued in the previous quarter, and also issued 9,167 shares of common stock against advances for shares to be issued.

During the quarterly period ended June 30, 2007, the Company issued 127,674 shares of common stock for cash amounting to $766,030 and issued 20,000 shares of common stock for services. The Company did not have any issuance of common stock during the quarter ended June 30, 2006.

During the quarterly period ended September 30, 2007, the Company issued 55,385 shares of common stock for cash amounting to $332,800 and $8,000 was classified to subscription receivable as a result of an investor's check that was returned for insufficient funds.  In July 2007, the Company issued 25,335 shares of common stock for $124,002 of cash already received in June 2007. During the quarter ended September 30, 2006, the Company issued 517,250 shares of common stock for cash amounting to $1,034,500 and 15,985,500 shares of common stock in connection with the acquisition of hereUare Communications. 

Note 19 - STOCK OPTIONS AND WARRANTS

Options

Between April and May 2002, the Company issued a total of 6,680,620 stock options with exercise prices ranging from $0.08 to $0.12 per share and with gradual vesting arrangements. The Company valued these options at a total of approximately $4.5 million. In January 2006, the Board of Directors approved the extension of expiration of the remaining unexercised 4,139,999 options. Such options would have otherwise expired in May 2006 and the approval extended the expiration date for another 3 years to 2009. Expense of $8,152,695 due to the extension of those options is recorded in the year ended December 31, 2006.

On February 21, 2005, the Company granted 350,000 options exercisable at $2 per share to one Director. 175,000 options vested on May 6, 2005; 25,000 options vested on June 30, 2005 and then 15,000 options vest per quarter thereafter. The options expire on December 31, 2007.

On February 13, 2006, the Company granted 250,000 options exercisable at $2 per share to one Director. 125,000 options vested immediately; 25,000 options shall vest on each of June 30 and December 31 of 2006 and 2007; and the last 25,000 options shall vest on February 13, 2008. The options expire on February 12, 2011.

On February 22, 2006, the Company granted 700,000 options exercisable at $2 per share to one employee. 175,000 options vested immediately; 10,937.50 options shall vest monthly thereafter over the following 48 months. The employee was terminated on August 30, 2006 and all 700,000 options expired on September 30, 2006.

On March 30, 2006, the Company granted 250,000 options exercisable at $2 per share to one Director. 125,000 options vested immediately; 25,000 options shall vest on each of June 30 and December 31 of 2006 and 2007; and the last 25,000 options shall vest on March 30, 2008. The options expire on March 29, 2011.

On May 5, 2006, the Company issued a total of 1,493,000 options to 9 employees and 1 consultant of the Company. The options have an exercise price of $2 per share and they expire in 5 years. These options vest over 4 years per the schedule of 25% after 1 year of service and monthly thereafter over the next 36 months at the rate of 2.083%. One of the employees, who was granted 600,000 options, was terminated on August 15, 2006 and all of the 600,000 options expired on September 15, 2006.

Between November 20 and 29, 2006, the Company issued a total of 420,000 options with exercise prices ranging from $5.10 to $6.00 per share to 5 consultants of the Company, and these options expire in 5 years.  320,000 of these options vested immediately and 100,000 options vest over four years per the schedule of 25% after one year of service and monthly thereafter over the next 36 months at the rate of 2.083%.

On February 1, 2007, the Company issued a total of 287,000 options to 5 employees and 1 consultant of the Company. The options have an exercise price of $6 per share and they expire in 5 years. These options vest over 4 years per the schedule of 25% after 1 year of service and monthly thereafter over the next 36 months at the rate of 2.083%.

The Company did not grant any options during the quarter ended June 30, 2007.  A total of 7,001 options were exercised in June 2007 at the exercise price of $2 per share.  The Company received cash of $14,002 in total for the exercise in June 2007 and issued 7,001 shares in July 2007.

Between August 13 and September 4, 2007, the Company issued a total of 345,000 options to 6 employees and a total of 165,000 options to 3 consultants. These options have an exercise price of $6 per share, an expiration in 5 years, and the standard 4-year vesting schedule of 25% after the first year and the remainder monthly thereafter over the next 36 months. 

On August 13, 2007, the Company issued a total of 144,000 options to 3 independent directors of the Board for their services on the Board, including on the audit and compensation committees of the Board. These options have an exercise price of $6 per share, an expiration in 5 years, and a vesting schedule of 1/36th per month beginning on July 1, 2007.

The following summary presents the total of the incentive and non-statutory options under the Company's stock option plans granted, exercised, expired and outstanding at September 30, 2007:

                                                Weighted
                                                Average     Aggregate
                                                Exercise    Intrinsic
                                  Under Plan     Price        Value
                                 ------------   --------   -----------
  Balance, December 31, 2005       7,060,620      $0.19    $ 6,037,346
    Granted                        3,113,000       2.45
    Lapsed                        (3,995,621)      0.84
    Exercised                            -          -
                                 ------------   --------   -----------
  Balance, December 31, 2006       6,177,999      $0.91    $31,446,014
    Granted                          941,000       6.00
    Lapsed                           (42,999)      2.00
    Exercised                         (7,001)      2.00
                                 ------------   --------   -----------
  Balance, September 30, 2007      7,068,999      $1.58    $31,244,976
                                 ============   ========   ===========

The following summary presents the number of options outstanding and exercisable, together with their weighted average exercise prices, and the remaining contractual live of the Company's outstanding stock options at September 30, 2007:

                           Options
                          Outstanding                 Options Exercisable
                           Weighted                 -----------------------
                            Average      Weighted                  Weighted
                           Remaining     Average                   Average
              Number      Contractual    Exercise      Number      Exercise
            Outstanding      Life         Price      Exercisable    Price

  Options    7,068,999    2.39 years      $1.58       5,678,561     $0.78

Prior to January1, 2006, the Company measured stock compensation expense using the intrinsic value method of accounting in accordance with Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations (APB No. 25).

The company adopted SFAS No. 123-R effective January 1, 2006 using the modified prospective method. Stock compensation expense recognized in the three month period ended March 31, 2007 is based on awards expected to vest, and there were no estimated forfeitures. SFAS No. 123-R requires forfeitures to be estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from those estimates.

Methods of estimating fair value

Under both SFAS No. 123-R and under the fair value method of accounting under SFAS No. 123 (i.e., SFAS No. 123 Pro Forma), the fair value of stock options is determined using the Black-Scholes model.

Significant assumptions used to estimate fair value

The fair value of options granted in the three month period ended September 30, 2007 was estimated at grant date using a Black-Scholes option pricing model and the volatility was based on the average of the volatilities of two other companies in the same industry, since the Company's stock is not traded on any public market.

The following assumptions were used to calculate the fair value of the 165,000 options granted to three consultants, 144,000 options granted to three independent directors of the Board, and 215,000 options granted to three employees, on August 13, 2007:

     Risk-free interest rate                         4.64%
     Exercisable price                               $6.00
     Weighted average expected life of the options   5.00 years
     Expected volatility                             28.29%
     Expected dividend yield                         0

The following assumptions were used to calculate the fair value of the 30,000 options granted to one employee, on August 21, 2007:

     Risk-free interest rate                         4.25%
     Exercisable price                               $6.00
     Weighted average expected life of the options   5.00 years
     Expected volatility                             29.23%
     Expected dividend yield                         0

The following assumptions were used to calculate the fair value of the 30,000 options granted to one employee, on August 28, 2007:

     Risk-free interest rate                         4.25%
     Exercisable price                               $6.00
     Weighted average expected life of the options   5.00 years
     Expected volatility                             30.24%
     Expected dividend yield                         0

The following assumptions were used to calculate the fair value of the 70,000 options granted to one employee, on September 4, 2007:

     Risk-free interest rate                         4.25%
     Exercisable price                               $6.00
     Weighted average expected life of the options   5.00 years
     Expected volatility                             28.24%
     Expected dividend yield                         0

The fair market value of the shares was taken as the sales price of the Company's shares to investors immediately prior to the grant of options.

Under SFAS No. 123-R, the company's expected volatility assumption is based on the historical volatility of the Company's stock. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

Warrants

In a settlement with three shareholders in December 2006, the Company granted a three-year warrant to purchase 750,000 shares of the Company's stock at $6 per share. The non-cash expense of the warrant, calculated by a Black-Scholes model, in the amount of $1,238,303 was recorded in the Company's financial statements for the year ended December 31, 2006.

Significant assumptions used to estimate fair value

The fair value of warrants granted in 2006 was estimated at grant date using a Black-Scholes option pricing model with the following weighted average assumptions: risk free interest rate of 4.70%; dividend yield of 0%; expected weighted average life of 3 years; and volatility based on an average of the volatilities of two other companies in the same industry, since the Company's stock is not traded on any public market.

The following summary presents the warrants granted, exercised, expired and outstanding at September 30, 2007:

                                              Weighted
                                              Average     Aggregate
                                              Exercise    Intrinsic
                                Outstanding    Price        Value
                                -----------   --------   -----------
  Balance, December 31, 2005           -        $ -      $     -
                                -----------   --------   -----------
    Granted                        750,000      $6.00          -
    Exercised                          -          -            -
                                -----------   --------   -----------
  Balance, December 31, 2006       750,000      $6.00    $     -
                                -----------   --------   -----------
    Granted                            -          -            -
    Exercised                          -          -            -
                                -----------   --------   -----------
  Balance, September 30, 2007      750,000      $6.00    $     -
                                ===========   ========   ===========

The following summary presents the weighted average exercise prices, number of warrants outstanding and exercisable, and the remaining contractual lives of the Company's warrants at September 30, 2007:

                           Warrants
                          Outstanding                Warrants Exercisable
                           Weighted                 ----------------------
                            Average      Weighted                 Weighted
                           Remaining     Average                  Average
              Number      Contractual    Exercise     Number      Exercise 
            Outstanding      Life         Price     Exercisable    Price

  Warrants     750,000    2.23 years      $6.00       750,000      $6.00

Note 20 - SUBSCRIPTION RECEIVABLE

The Company classifies as subscription receivable, amounts of funds that either have not been received or else have been received but not deposited in financial institutions in connection with subscriptions for the issuance of shares. The subscription receivables balance as of September 30, 2007 was $33,000.

Note 21 - GOING CONCERN

The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has accumulated deficit of $67,356,145 at September 30, 2007. The Company incurred a net loss of $2,346,711 and $10,034,043 for the nine month periods ended September 30, 2007 and 2006, respectively.

In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management's plans and the ongoing operations of the Company are expected to require additional working capital in the next twelve months. The Company is beginning to market its software and communication products and is expected to generate revenues in future periods but also expects its operations to use substantial amounts of cash, especially in the near-term. The Company has conducted financing activities during the first fiscal quarter and currently plans to raise more monies in this financing during the upcoming quarter in order to fund its operations. However, there can be no assurance that the Company will generate material revenue from its products and/or will be able to raise additional monies in the ongoing financing, and if so on attractive terms.








Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations

Forward Looking Information

The following discussion may contain forward-looking statements that are subject to risks and uncertainties. When used in this discussion, the words "believes," "anticipates" and "intends" and similar expressions are intended to identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward looking. Forward-looking statements include, but are not limited to, statements about our expansion plans, objectives, expectations, intentions, focus, planned products, and target markets, and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in these forward-looking statements for may reasons, including the factors described under "Description of Business--Risk Factors Affecting Future Performance" in the amendment to annual report on Form 10-KSB/A as filed on April 30, 2007. We undertake no obligation to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated events. Readers are urged, however, to review the factors and risks we describe in reports we file from time to time with the Securities and Exchange Commission, which may be accessed at the Commission's website at www.sec.gov.

The following section discusses the significant operating changes, business trends, financial condition, earnings and liquidity that have occurred in the three-month and nine-month periods ended September 30, 2007. This discussion should be read in conjunction with the Company's consolidated financial statements and notes appearing elsewhere in this report.

Company Products

The Company, through its wholly-owned operating subsidiary hereUare Communications, Inc., intends to provide individuals and small to medium business enterprises with a personalized and centralized Internet platform that aggregates user needs on any Internet device. The Company's products focus on delivering simple, flexible and patent pending technologies uniquely tailored to different Internet needs or styles.

Our Internet product suite and tools which we are testing on an internal basis include:

Search - an intelligent search tool with 10 billion pages indexed that efficiently delivers information on the Internet, with patent pending display technology to provide ease of use for all types of users from novice to expert.

VoIP - peer-to-peer voice connection through the Internet with patent pending click-to-call technology and follow-me everywhere custom calling feature allowing maximum privacy of the called party.

Classifieds - a centralized marketplace for merchandise, jobs, real estate, automotive, etc. in local communities around the world.

Messaging (HUA Groupware) - a centralized HUA web-based office tool, that allows for group collaboration, individual emails, group emails, and shared calendars and files across groups.

Community - allows users to create post and browse topics of interest in their communities locally and around the world, such as blogs, groups and forums.

Each application is interconnected through sharing and interchangeable functionalities.  For example, once fully functional, a user would be able to click the phone number to order a pizza through the hereUare VoIP tool from the search result page or from a user's contact list.  This level of simplicity is designed to increase user efficiency while greatly enhancing the user experience, which directly correlates to the success of businesses that rely on the Internet as their point of sale.

Our sales and marketing strategy is to build a viral (self-propelled replication) marketing message by establishing an Internet dialogue among communities for our brand name and products. It is hoped that these dialogues will lead to hereUare achieving a "cool factor" fueling an infectious need among early adapters to try hereUare, which will ultimately lead to acceptance by the general population of Internet users. The heart of the plan comprises strategies to create and foster the viral marketing effect through 'brand' building techniques, which the Company hopes will drive traffic to the hereUare websites.

Search and VoIP are two of the most highly prized tools used on the Internet today. Our focus is to drive adoption rate for our VoIP solution which will increase our Search traffic and vice versa. These applications are the backbone of our online product revenue growth.

Our VoIP offers two identified revenue paths, retail voice connection and Click-to-Call advertiser listings. Advertisements based on search requests, are expected to continue as the leading revenue generator in the Internet Search Industry. The traffic surrounding search application is expected to have a viral impact to our other online products, such as classifieds and Click-to-Call.

hereUare plans to jumpstart the viral marketing effect with identified vertical market segments and partners. We are in the processing of establishing relationships with Vietnam's telecommunications authorities and the Christian Life Center and its affiliated organizations (CLC), although no assurance can be given that these relationships will be commercially meaningful. The Company has tested its products internally only on a limited scale. There can be no assurance that the Company's suite of products will prove commercially ready when tested on a larger scale by third parties. The Company has not generated significant revenue to date from its products.

Critical Accounting Policies

In the ordinary course of business, the company has made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. The Company believes that the following discussion addresses the Company's most critical accounting policies, which are those that are most important to the portrayal of the Company's financial condition and results. The Company constantly re-evaluates these significant factors and makes adjustments where facts and circumstances dictate. Although historically, actual results have not significantly deviated from those determined using the necessary estimates inherent in the preparation of financial statements, future actual results may vary significantly. Estimates and assumptions include, but are not limited to, customer receivables, long-term asset lives, contingencies, litigation, and value of option expenses. The Company has also chosen certain accounting policies when options were available, including:

These accounting policies are applied consistently for all periods presented. Our operating results would be affected if other alternatives were used. Information about the impact on our operating results is included in the footnotes to our consolidated financial statements.

Results of Operation

The Company, whose name was changed from PeopleNet International Corporation to hereUare, Inc. on March 26, 2007, focused on further developing its software products and in creating a marketing and sales infrastructure during the three month period ended September 30, 2007. The Company released a portion of its software products during this quarterly period on a limited trial basis.

Revenues and Gross Profit (Loss)

During the three-month and nine-month periods ended September 30, 2007, we only generated sales of $11,805 and $27,833 which were from the Company's VoIP and messaging products. Costs of goods sold were $11,532 and $45,971 for the same periods respectively, which included domestic and international telecom termination charges for testing purposes, resulting in a gross income figure of $273 and a gross loss of ($18,138) for the three-month and nine-month periods ended September 30, 2007, respectively. For the comparable three and nine-month periods a year ago in 2006, revenues were $15,771 and $35,734 while costs of goods were $30,395 and $54,037; resulting in gross loss figures of ($14,624) and ($18,303) for the three and nine-month periods ended September 30, 2006, respectively.

Costs and Expenses

During the three-month and nine-month periods ended September 30, 2007 we incurred rent expenses in the amounts of $75,368 and $194,752 respectively, while for the same three and nine-month periods a year ago in 2006 we had rent expenses of $48,887 and $156,280 respectively.  We also had $240,319 and $685,986 in salaries and payroll taxes for the three-month and nine-month periods ended September 30, 2007 as compared to $247,734 and $721,847 for the same periods in 2006. We paid professional fees in the amounts of $155,691 and $492,099 respectively for same three and nine-month periods in 2007, and $80,218 and $422,633 for comparable periods in 2006.  The professional fees for the first three quarters of 2007 were primarily for consultants in technology and business development and for legal fees; while those for 2006 were primarily for software development and legal fees. The increase was mainly due to increased technology development expenses. General and administrative expenses for the quarter ended September 30, 2007 were $289,264 including among other items $14,492 for promotional services, $28,436 for insurance, $36,502 for travel expense and non-cash option charges of $156,774. For the first three quarters of 2007, G&A expenses were a total of $752,257 which included $358,378 of non-cash option charges.  The general and administration expenses for the three and nine-month periods a year ago in 2006 were $92,941 and $8,661,468 which included non-cash option charges of $7,391 and $8,413,773 respectively.

Liquidity and Capital Resources

Stockholders' equity, as of September 30, 2007, was $1,682,502 and net cash used in operating activities was $1,766,744 for the first nine months of 2007. In the same nine-month period, we purchased property and equipment in the amount of $73,192 and invested into software products in aggregate of $299,236 and raised $2,095,438 from common stock sales financing activities. As of September 30, 2007, the Company had only $153,375 in cash and current liabilities of $579,133. The Company needs to raise monies to supplement its cash on hand in order to be able to fund its current liabilities. Management expects the ongoing operations of the Company to require additional working capital as well in the next twelve months. The Company is just beginning to market its software and communication products and, while it expects to generate increased revenues in future periods, the Company expects its operations to use substantial amounts of cash, especially in the near-term as its expenses are expected to continue to exceed its gross margin. The Company currently plans to raise more monies in the coming quarters in order to fund its operations. However, there can be no assurance that the Company will generate material revenues from its products or will be able to raise additional monies in the ongoing or another financing, and if so on attractive terms.  If the Company cannot raise addition funds, the Company's operations may be impaired and the Company may need to cease operations.

Office-Balance Sheet Arrangements

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

Item 3. Controls and Procedures

(a) Disclosure Controls and Procedures.

Disclosure Controls and Procedures. The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company's reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, including, without limitation, that such information is accumulated and communicated to Company management, including the Company's principal executive and financial officer, as appropriate to allow timely decisions regarding required disclosures.

Limitations on the Effectiveness of Disclosure Controls. In designing and evaluating the Company's disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, Company management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Evaluation of Disclosure Controls and Procedures. The Company's principal executive and financial officers have evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Exchange Act Rules 13a-14(c) as of September 30, 2007, and have determined that they are reasonably effective, taking into account the totality of the circumstances, including the limitations described above.

(b) Internal Control over Financial Reporting.

Our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) is designed to provide reasonable assurance regarding the reliability of our financial reporting and preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. There were no significant changes in the Company's internal control over financial reporting that occurred during the first quarter of fiscal 2007 that have materially affected, or are reasonably likely to materially affect, such control.








PART II - OTHER INFORMATION


Item 1. Legal Proceedings. None

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

In the quarterly period ended September 30, 2007, the Company sold an aggregate of 73,719 shares of common stock to 11 individuals in a private placement exempt from registration under Rule 506 of Regulation D of the Securities Act of 1933.  The shares were sold at a price of $6.00 per share for an aggregate proceed of $442,300.  All of the investors were accredited investors. In addition, the Company also received $14,002 for the issuance of 7,001 shares pursuant to exercise of stock options.

Item 3. Defaults Under Senior Securities. None

Item 4. Submission of Matters to a Vote of Security Holders. None. The acquisition of hereUare did not require the approval of the stockholders of the Company.

Item 5. Other Information. None

Item 6. Exhibits.

See Exhibit Index on page 25 for a list of those exhibits that are incorporated by reference. The following exhibits are included with this report.

Exhibit 31.1 Rule 13a-14(a) / 15d-14(a) Certification of Benedict Van, CEO, is included beginning on page 26
Exhibit 31.1 Rule 13a-14(a) / 15d-14(a) Certification of Anthony K. Chan, CFO, is included beginning on page 28
Exhibit 32.0 Section 1350 Certifications, is included beginning on page 29








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf on November 19, 2007 by the undersigned, thereunto duly authorized.


hereUare, Inc.

(Registrant)

By: /s/ Benedict Van
Benedict Van
Chief Executive Officer








INDEX TO EXHIBITS

(a) Exhibits Incorporated by Reference

Exhibit No.       Exhibit Description

3.1(1) Certificate of Incorporation, as amended on July 24, 2001
3.1(5) Certificate of Ownership and Merger of PeopleNet Name Change Subsidiary, Inc. with and into PeopleNet International Corporation
3.2(1) By-laws
4.1(1) 2001 Stock Option Plan
4.2(1) 2001 Non-Employee Director Stock Option Plan
4.3(1) 2001 Stock Incentive Plan
10.1(1) Agreement between American Champion Media & American Champion Entertainment dated as of July 10, 2001
10.2(1) Agreement among ACEI, American Champion Media, ECapital Group & Anthony Chan, dated as of June 20, 2001
10.3(1) Agreement between American Champion Media & World Channel dated as of December 27, 2000
10.4(1) Agreement between American Champion Media & Brighter Child Interactive dated as of September 30, 1999
10.5(1) Agreement between American Champion Media & Prestige Toys Corp dated as of October 13, 1999
10.6(2) Agreement - Sale of Assets between ECapital Group & PeopleNet International dated March 21, 2002
10.7(2) Agreement - Sale of Assets between PeopleNet Corporation & PeopleNet International dated March 21, 2002
10.8(3) Lease Agreement with CarrAmerica Techmart, LLC
10.9(4) Agreement and Plan of Merger with hereUare Communications, Inc., dated August 25, 2006


1. Filed as an exhibit to the Company's Form 10-SB/A dated as of December 3, 2001
2. Filed as an exhibit to the Company's Form 8-K dated as of March 21, 2002, and filed on April 4, 2002
3. Filed as Exhibit 10.8 to the Company's quarterly Report on Form 10-QSB filed on August 14, 2006
4. Filed as Exhibit 10.9 to the Company's Form 8-K dated as of August 25, 2006, and filed on August 31, 2006
5. Filed as Exhibit 3 to the Company's Form 8-K dated as of March 26, 2007, and filed on March 29, 2007

(b) Exhibits Filed Herewith

31.1 Rule 13a-14(a) / 15d-14(a) Certification of Benedict Van, CEO
31.1 Rule 13a-14(a) / 15d-14(a) Certification of Anthony K. Chan, CFO
32.0 Section 1350 Certification






Exhibit 31.1

Rule 13a-14(a) / 15d-14(a) Certification of Benedict Van, CEO

I, Benedict Van, Chief Executive Officer, of hereUare, Inc., a Delaware corporation, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of hereUare, Inc. for the quarterly period ended September 30, 2007;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;

4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures; as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's first fiscal quarter that has materially affected or is reasonably like to affect, the small business issuer's internal control over financial reporting;

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date: November 19, 2007

/s/ Benedict Van
Benedict Van
Chief Executive Officer








Exhibit 31.1

Rule 13a-14(a) / 15d-14(a) Certification of Anthony K. Chan, CFO

I, Anthony K. Chan, Chief Financial Officer, of hereUare, Inc., a Delaware corporation, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of hereUare, Inc. for the quarter period ended September 30, 2007;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;

4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures; as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's first fiscal quarter that has materially affected or is reasonably like to affect, the small business issuer's internal control over financial reporting;

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date: November 19, 2007

/s/ Anthony K. Chan
Anthony K. Chan
Chief Financial Officer








Exhibit 32.0

SECTION 1350 CERTIFICATIONS

We, Benedict Van, Chief Executive Officer and Anthony K. Chan, Chief Financial Officer, of hereUare, Inc., a Delaware corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of our knowledge:

1. the Quarterly Report on Form 10-QSB of the Company for the period ended September 30, 2007 (the "Report") fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: November 19, 2007

/s/ Benedict Van
Benedict Van
Chief Executive Officer

and

/s/ Anthony K. Chan
Anthony K. Chan
Chief Financial Officer



The material contained in Exhibit 32.0 is not deemed "filed" with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.