PART I

Our disclosure and analysis in this report contains forward-looking statements. 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, 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 many reasons, including the factors described under "Description of Business--Risk Factors Affecting Future Performance" and elsewhere in this report. 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.

hereUare, Inc. ("hereUare", "HUA", or "the Company"), formerly known as PeopleNet International Corporation, is a Delaware corporation headquartered in Santa Clara, California. hereUare was incorporated on February 5, 1997 under the original name of American Champion Media, Inc. hereUare was formed by, and had been a wholly owned subsidiary of Pacific Systems Control Technology, Inc., formerly known as American Champion Entertainment, Inc., a Delaware corporation. The board of directors of Pacific Systems determined that it was in the stockholders' best interest to separate the two companies and allow them to operate independently. Through a spin-off transaction on February 8, 2002, hereUare became an independent entity and Pacific Systems distributed its shares of hereUare to the stockholders of Pacific Systems as of the record date of January 16, 2002. The securities of hereUare are not currently traded on any market.

On September 22, 2006, the Company acquired hereUare Communications, Inc., a Delaware corporation, by reverse merger. Details of the acquisition are available on the Company's Current Report on Form 8-K dated September 22, 2006, as filed with the SEC on September 28, 2006, as amended by Form 8-K/A filed on December 8, 2006. On March 26, 2007, hereUare changed its name from PeopleNet International Corporation to hereUare, Inc.

Discontinued Business

Between the years 1997 and 2000, the Company developed and produced a series of television shows for children which aired on public TV stations across the country. We determined that future revenues would not be generated from this TV series and the investment in the production of the shows was fully reserved as of December 31, 2003.

In 2001 and 2002, we licensed and then purchased a safe web browser software for children. We evaluated this asset at December 31, 2003 and determined that this asset had been impaired and was of no value, based upon the fair market value of similar assets.  We recorded an impairment expense equal to the remaining book value of this asset.

In 2002 we purchased all rights relating to the intellectual property of a business communication software package. We evaluated this asset at December 31, 2003 and determined that this asset has been impaired and was of no value, based upon the fair market value of similar assets. We recorded an impairment expense equal to the remaining book value of this asset.

Company Products

The Company and its wholly own operating subsidiary hereUare Communications, Inc., provide individuals and small to medium 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:

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.

During the fiscal year December 31, 2006, the Company has spent approximately $750,000 on research and development, primarily directed at the completion of these applications.

The Market

The Internet market became a reality for North American households in 1993 and 1994, when Mosaic and Netscape browsers introduced the home based PC market to the online world, thus allowing computer users a convenient and exciting way to browse the Internet. By 2005, nearly 210 million U.S. Internet users were on line, placing the U.S. as the country with the highest penetration rate in the world as it applies to the number of Internet users per 1,000 people. According to eTForecasts, due to high adoption rates early in its introduction, the U.S. rate of Internet use is now in a stage typical of a mature level of growth for a technology, while worldwide growth rates continue to surge at impressive rates, thus presenting new Internet business opportunities worldwide. The study concludes that the Asia Pacific region is expected to significantly lead worldwide Internet expansion and will reach nearly 600 million Asia Pacific Internet users in 2007.

With rapidly expanding web content, the Internet has emerged as the first truly global market place that provides a multitude of goods and services, offered and purchased by a multitude of international participants. The growth of online commerce has driven further Internet usage, and will be the impetus for change in the future.  The continued proliferation of web sites, content and specialized businesses in the Internet marketplace, will drive the growth from new Internet users. This rapid growth of the Internet necessitates advanced Internet tools, technologies and services, even though the primary business model has not changed during the last ten years. Revenues continue to be derived from general advertising based campaigns and targeted ads based on user search criteria.

Although search plays a vital role in the success of an Internet portal by pushing traffic or "eye-balls", many analysts argue today that this is only a small component in attracting traffic.  As the individual Internet user becomes more sophisticated, user expectations will fundamentally shift to emerging applications beyond search, to personal activities such as the use of calendars, contact files, click to connect, and other advanced services.  According to Forbes Technology (5/2006), as competition for users increases, success will depend on the ability to retain user loyalty to a particular website or a suite of products that enhance the overall user experience, as well as increasing efficiencies for the user.

Competition

The Internet market is characterized by rapid change, with both converging technologies and with new and disruptive technologies.  We face formidable competition in every aspect of our business, particularly from companies that seek to connect people with information on the web and provide them with relevant advertising.  We thus face competition from web search providers, internet advertising companies, and web telephony (VoIP) providers, and we may compete with companies that sell products and services online because these companies, like us, are trying to attract users to their web sites to search for information about products and services. In addition to Internet companies, we face competition from companies that offer traditional media advertising opportunities and telecommunications providers.  The Internet market is extremely competitive, with some of the largest and fastest growing companies in the world being the main players.  These companies included Google, Yahoo, MicroSoft, Ebay, and Amazon along with Vonage.  These companies have some of the largest and most profitable companies in the world with far greater numbers of personnel and other resources to devote to their business.  We believe that competition for advertising revenue will revolve around the ability to attract users to our site and retain their loyalty in order which in turn will depend upon our ability to provide a suit of products that enhance overall user experience.

Marketing Strategy

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. Total search revenue has been projected by Jupitermedia to reach $20 billion by 2010, while VoIP revenue has been predicted by ZDNet Research to grow at an average annual rate of 31% over the next 5 years. The revenue growth potential of these two applications alone is the basis of our initial market entry efforts. 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 (subject to limitations as described below under "Government Regulation"), the Christian Life Church and its affiliated organizations (CLC), although no assurance can be given that these relationships will be commercially meaningful. These relationships, if secured, will be part of our first commercial launch for Search and VoIP applications, including the possibility of hereUare being the default VoIP provider and search engine for the people of Vietnam and the seven million members of the CLC community in the U.S. We plan to channel our marketing communications that target unique users through promotion with sponsorships, radio stations, bulletin board groups, and community events. These relationships are expected to drive traffic through HUA products and the strategy is designed to attract eyeballs to the hereUare website.

The Messaging/Groupware product line will be targeted to Small Medium Businesses (SMBs) and consumers, thus requiring two different communication channels. As a broad market strategy, our marketing plan encompasses a mix of brand awareness and sales oriented marketing, which consists of online and offline components. The online initiatives include banner ads across large networks media and community sponsorships. Offline initiatives include radio, print, and event sponsorships (i.e. CLC events or conventions). Also, we plan to schedule of press conferences and press releases to promote the brand name while keeping it fresh in the minds of web users, industry analysts, commentators and news organizations.

Sales-oriented marketing is intended to drive sales of our revenue generating products. We plan to employ both online and offline components in our sales focused campaign. Online initiatives will include keyword marketing campaigns, targeted banner advertisements, email lists, and contextual text links. Offline campaigns will focus on direct marketing strategies that will include mailings and inserts in relevant publications.

The Internet is a consumer market, and by its nature, brand recognition is essential to viral marketing to attract and retain traffic. The Company believes that its brand and domain name promotes a central Internet destination that serves the needs of the user. As a brand, the hereUare message delivers the Company's mission as a one-stop destination. 'hereUare' is easily pronounced and understood by non-English speaking users, enhancing its acceptance as a global brand. The Internet domain name has become a valuable commodity creating a serious challenge to find a name that will resonate with consumers, at the same time serve as the Company's mission. hereUare has registered and trademarked its brand name and related products.

Online, the Company plans to promote its brand through the Internet with the use of sponsored links and vertical event sponsorships. As described above, sponsorship of events in large communities similar to the Christian Life Church mirrors the viral marketing effect and creates brand awareness. In partnership or in a syndicated situation, the hereUare logo is to be used followed by the "Powered by hereUare" tagline.

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.

Intellectual Property

We intend to rely on a combination of patent, trademark, copyright and trade secret laws in the U.S. and other jurisdictions as well as confidentiality procedures and contractual provisions to protect our proprietary technology and our brand. We also enter into confidentiality and invention assignment agreements with our employees and consultants and confidentiality agreements with other third parties, and we rigorously control access to proprietary technology.  We license our search technology on a non-exclusive royalty-bearing basis; our license expires, unless renewed by agreement with the licensor, in October 2016.

Trademarks which we own or license include "hereUare".  The Company has been granted two US patents:

• Granted February 2006 - method and system for simulating multiple independent client devices in a wired or wireless network;
• Granted February 2007 - system for distributed network authentication and access control.

However, the Company has not included the use of the technology covered by these two patents in its current plans.

Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in every country in which our products and services are distributed.  Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights may prove costly and time consuming. Any increase in the unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results.

Companies in the internet, technology and media industries own large numbers of patents, copyrights and trademarks and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights.  Once we introduce our products and services, the possibility of intellectual property claims against us grows.  Our technologies may not be able to withstand any third-party claims or rights against their use.

Government Regulation

Once we begin to offer our services, we will be subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the internet.  In addition, laws and regulations relating to user privacy, freedom of expression, content (including gambling and underage sexual material), advertising, information security and intellectual property rights are being debated and considered for adoption by many countries throughout the world.  In the U.S., laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, which include actions for defamation, libel, invasion of privacy and other data protection claims, tort, unlawful activity, copyright or trademark infringement and other theories based on the nature and content of the materials searched, the ads posted or the content generated by users. Certain foreign jurisdictions are also testing the liability of providers of online services for activities of their users and other third parties. Any court ruling that imposes liability on providers of online services for activities of their users and other third parties could adversely impact our business prospects. In addition, because our services may become accessible worldwide, certain foreign jurisdictions may claim that we are required to comply with their laws, even where we have no local entity, employees or infrastructure.

Risk Factors Affecting Future Performance

As of March 31, 2007, we have eleven full-time and two part-time employees.

On February 16, 2005, the Company entered into a 3-year lease agreement with CarrAmerica Techmart for approximately 4,900 square feet of space in the Techmart building located at 5201 Great America Parkway, Santa Clara, California. This lease expires on March 1, 2008, and the current rent payment is approximately $11,000 per month.

On June 8, 2006, the Company entered into a 5-year lease agreement with CarrAmerica Techmart for approximately 2,700 square feet of additional space in the same building. This lease expires on June 15, 2011 and current rent payment is approximately $7,000 per month.

No lawsuits or proceedings are currently pending against hereUare.

Not applicable.

PART II

Market Information

There is currently no active market for our securities.

Holders

As of December 31, 2006 there were approximately 231 holders or record of our common stock. The number of record holders does not include beneficial owners whose shares are held in the names of banks, brokers, nominees or other fiduciaries.

Dividends

hereUare has not declared or paid any cash dividends on its common stock. It intends to retain any future earnings to finance the growth and development of its business, and therefore it does not anticipate paying any cash dividends on its common stock in the future. The board of directors will determine any future payment of cash dividends depending on the financial condition, results of operations, capital requirements, general business condition and other relevant factors. If the Company issues preferred shares, although not currently anticipated, no dividends may be paid on the outstanding common stock until all dividends then due on the outstanding preferred stock will have been paid.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

In the quarterly period ended December 31, 2006, the Company sold an aggregate of 65,419 shares of $0.0001 par value common stock to 12 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 $392,500. All of the investors were accredited investors.

Registrant Share Purchases

There were no purchases made by or on behalf of Registrant or any "affiliated purchaser" (as defined in Exchange Act Rule 10b-18(a)(3)) of shares of Registrant's $0.0001 par value common stock during the fourth quarter of fiscal 2006.

Item 6. Management's Discussion and Analysis or Plan of Operation

The following section discusses the significant operating changes, business trends, financial condition, earnings and liquidity that have occurred in the Company's fiscal years as of and for the one-year periods ended December 31, 2006 and 2005. This discussion should be read in conjunction with the Company's consolidated financial statements and notes appearing elsewhere in this report.

Recent Accounting Pronouncements

Recent pronouncements - In February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for Derivative Instruments and Hedging Activities", and SFAF No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".  SFAS No. 155, permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.  This statement is effective for all financial instruments acquired or issued after the beginning of the Company's first fiscal year that begins after September 15, 2006.

In March 2006 FASB issued SFAS 156 "Accounting for Servicing of Financial Assets". This Statement amends FASB Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

This Statement is effective as of the beginning of the Company's first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the consolidated financial statements.

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 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:

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 financial statements.

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 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 or because their application requires significant management judgment, are described in the following paragraphs. 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 and litigation. The Company has also chosen certain accounting policies when options were available, including:

• The intrinsic value method, or APB Opinion No. 25, to account for our common stock incentive awards; and
• We record an allowance for credit losses based on estimates of customers' ability to pay. If the financial condition of our customers were to deteriorate, additional allowances may be required.
• The Company expects to apply the provisions of Statement of Position 97-2 as well as SAB 101, to account for the sales of software and related services that may be bundled with the software license.

These accounting policies are applied consistently for all years presented and many are described in Note 2 of our financial statements. 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

hereUare, whose name was changed from PeopleNet International Corporation on March 26, 2007 to hereUare, Inc., was formed in February 1997, under the name American Champion Media, as a wholly owned subsidiary of Pacific Systems Control Technology ("PSCT"), formerly known as American Champion Entertainment. Through a spin-off transaction on February 8, 2002, hereUare became an independent entity and PSCT distributed its shares of hereUare to the shareholders of PSCT as of the record date of January 16, 2002. Throughout the year ended December 31, 2006, the Company was primarily developing products and was not generating revenues.

Revenues and Gross Profit (Loss)

During the year ended December 31, 2006, we only generated sales of $38,118 which was mainly from the Company's VoIP product. Cost of goods was  $77,328 which included domestic and international telecom termination charges for testing purposes, resulted in a gross loss figure of ($39,210).  Revenues for the year ended December 31, 2005 were insignificant.

Costs and Expenses

For the year ended December 31, 2006 our payroll expenses were $911,095 which reflected an increase in engineering and marketing staff as compared to $151,345 for the previous year.  For the year ended December 31, 2006, we also incurred professional fees of $551,236 which included $170,360 for legal, $90,265 for accounting, $270,191 in consulting fees for software engineering and business consultation, and $6,210 for stock transfer. In the prior year, we had professional fees in the amount of $339,114.

General and administrative expenses for the year ended December 31, 2006 were $11,674,758 which included non-cash option expenses in the amount of $10,044,900 estimated by using a Black-Scholes option pricing model, and also a non-cash expense of $1,238,303 due to issuance of a warrant to purchase 750,000 shares of the Company's stock at $6 per share. The warrant was issued as a settlement of a dispute between the Company and three related stockholders involving, among other items, whether the stockholders had previously purchased a 1,000,000 share warrant. Other components of G&A expenses include $61,561 for insurance, $25,144 for Internet services and $24,576 for travel. G&A expenses for 2005 were $377,687 which included $270,954 in non-cash compensation charges, $11,936 for internet related services and $14,965 for insurance.

Our rent expenses were $216,435 and $162,600 for the years ended December 31, 2006 and 2005.

Depreciation and amortization expenses were $97,041 and $15,955 for the years ended December 31, 2006 and 2005.

As a result of foregoing factors, our net loss was ($13,484,750) for the year ended December 31, 2006, as compared to ($1,034,957) for the year ended December 31, 2005. Net loss per share increased to ($0.63) in 2006 from ($0.06) in 2005, while weighted average number of shares outstanding increase to 21,431,409 by the end of the year 2006 from 16,394,546 of a year ago.

Liquidity and Capital Resources

Net cash flows for the twelve months ended December 31, 2006 were a negative ($1,158,743). There was a net inflow of $1,057,770 from financing activities. Cash flow from operating activities was a negative ($2,299,601) on a consolidated basis while net cash gained from investing activities was $83,084.

Our Company has not generated significant revenues from our operations over the last several years and management remains doubtful whether enough revenues can be generated in the next twelve months to sustain our operations. We will be seeking substantial funding within the next year for introducing and marketing our suite of software products. Otherwise, we will not be able to introduce them in a large-scale manner and may have to scale down our operations.

As a result of limited capital resources and insignificant revenues from operations, the Company has relied on the issuance of equity securities in financing transactions for our operational needs. The independent auditor's report on the Company's December 31, 2006 financial statements included in this report states that there is substantial doubt about our Company's ability to continue as a going concern. In the event that financing activities cannot generate adequate funds to launch our marketing efforts, we intend to curtail our operations until such funds are available. Although the Company continues to seek financing to support our working capital needs, we have no assurance that we will be successful in raising the funds required. In the event that the Company is not successful in generating sufficient capital resources on terms acceptable to us, there could be a material adverse effect on our business, results of operations, liquidity and financial condition.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 7. Financial Statements

The financial statements of the Company and the independent registered public accounting firm's report are filed herewith on pages 27 through 48 of this report.

Not applicable.

Item 8A

a) Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our 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. Our disclosure controls and procedures have been designed to meet, and management believes that they meet, reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our 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.

Based on their evaluation as of December 31, 2006, our Chief Executive Officer and Chief Financial Officer have concluded that, subject to the limitations noted above, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Changes in Internal Control over Financial Reporting. Our internal control over our financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. There were no significant changes in the Company's internal control over financial reporting that occurred during the fourth quarter of fiscal year 2007 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

(c) Inherent Limitations on Effectiveness of Controls. Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints and competing use of resources, and the benefits of controls must be considered relative to their costs in light of competing demands on limited resources. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts or omissions of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on 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. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Item 8B. Other Information.

None.

PART III

Item 9. Directors, Executive Officers, Promoters, Control Person, and Corporate Governance; Compliance with Section 16 (a) of the Exchange Act

Our directors, executive officers and key employees and their respective ages and positions are set forth below. Biographical information for each of those persons is also presented below. Our executive officers are appointed by our Board of Directors and serve at its discretion.

MANAGEMENT

Directors and Executive Officers

The following table sets forth, as of December 31, 2006 the names and ages of all of our directors and executive officers and all positions and offices held. All directors hold office until such director's successor is elected and qualified. Each officer serves at the pleasure of the board and may be removed at any time by a vote of a majority of the authorized directors.  It is anticipated that each of the remaining directors and executive officers will continue in his position, although there is no understanding or arrangement to that effect. However, any of the above directors or executive officers could resign and any of the officers could be replaced or removed by the Board of Directors at any time. There are no family relationships among any directors or executive officers of the Company.

The board of directors plans to appoint committees of the board during fiscal 2007 including a compensation committee and an audit committee.

Business Experience

The following summarizes the occupation and business experience during the past five years for our officers and directors.

Benedict Van. Since 2002, Mr. Van has served as Chairman of the Board of Directors and CEO of hereUare, Inc. Mr. Van has over 21 years of success and experience as a tech visionary, with a specialty in building and restructuring high tech related companies. In 1996, he founded eCapital Group, an investment firm specialized in nurturing high tech, biotech, and energy ventures through their development stages. Portfolio investments for eCapital Group have included hereUare Communications, Voiceplanet, Inc., 3E Systems, Inc., hereUare, Inc., 3Net Communications Corporation, PeopleWeb Communications, Inc., BenSys Corporation, and Doles Networks Corporation. Prior to eCapital, he founded in 1985 Crownland Group of Companies and served as CEO of the international conglomerate that engaged in venture capital investments in telecom, electronics, and medical devises. Crownland invested successfully into Biocompatible, Inc., and Cardio Genesis (formerly Eclipse Surgical Technology, Inc.). Mr. Van received his Doctorate of Business Administration from University of the Pacific.

Anthony K. Chan. Mr. Chan has served as our Chief Financial Officer and Director since December 2005. Previously, from February 2002 through July 2003, he was the President, Chief Operating Officer and Director.  In July 2005 Mr. Chan co-founded Golden Gate China Acquisition Corporation, which focuses on M&A and PIPE transactions in China.  He also served as the CEO of Pacific Systems Control Technology, the former parent company of PeopleNet International from 1997 to February 2003. From 1985 to 1990, Mr. Chan served as the Director of Chinese Affairs for the Eisenberg Group of Companies, a diversified business enterprise, where Mr. Chan's principal duty was to negotiate technology transfer contracts in the People's Republic of China. Prior to 1985, Mr. Chan was employed by Bank of America as an economic forecaster. Mr. Chan received his MBA from the University of California at Berkeley.  He also holds active licenses with the NASD.

James McCargo. Mr. McCargo has served as a member of our Board of Directors since November 2004. Mr. McCargo served as President and CEO of Omega Designs, and was the principal founder of InterArt Designs. Before founding InterArt, Mr. McCargo spent over 20 years involved in the computer and high-tech industry, including positions with Fairchild Semiconductors, Hunt Chemical, and 3M Corporation. Mr. McCargo served as a Trustee for the University of the Pacific, and was the Vice Chairman of the Board of Regents for the University of the Pacific. Mr. McCargo holds a Bachelor's of Arts degree in pre-law from University of the Pacific.

David A. Brewer. Mr. Brewer has served as a member of our Board of Directors since February 2006. Mr. Brewer is the Managing Partner of Aragon Ventures, a Menlo Park, California venture capital firm specializing in early stage, high technology companies. He serves on the boards of directors of Notify Technology Corp., Cuica Technologies, Inc., FirstStone Incubators LLC, and PriaVision, Inc.  He currently serves as an officer, director or advisor to two other investment companies.  Mr. Brewer is also the Chairman of End Poverty Foundation, a nonprofit organization dedicated to the eradication of poverty through empowerment of entrepreneurs in developing countries, and a board member of the SEEP Network.  Before forming Aragon Ventures in 1998, Mr. Brewer was a co-founder and the initial President of Inktomi Corporation, an Internet infrastructure software company which was subsequently acquired by Yahoo, Inc.  In his over thirty years in high technology start-ups, he also served as president or chief financial officer in several early stage companies, including Explore Technologies (electronic educational toys), eFax.com, formerly JetFax, (advanced fax technology products), Monogram Software (consumer financial software), Telebit (high speed modems and other data communications equipment) and Packet Technologies (two-way interactive cable television communication systems).  Mr. Brewer holds a Bachelor's of Science degree in business from the University of California, Berkeley, and a Juris Doctor from the University of San Francisco.

Gregory B. Pelling. Mr. Pelling has served as a member of our Board of Directors since March 2006. Mr. Pelling is a successful software entrepreneur, systems integrator, outsourcer, management consultant, business executive and trusted advisor to governments and Fortune 500 corporations, with experience spanning over 20 years.  Mr. Pelling has provided strategic advice on creating competitive advantage from IT and the Internet to top corporations and governments in the region as the Managing Director Asia Pacific and Japan for Cisco Systems Internet Business Solutions Group and previously as Asia's Senior Partner of Pricewaterhouse Coopers' Technology Consulting Practice.  His most recent book, Cisco: Net Impact, concerns business and technology management in Asia.  In 2007, he took on the role of President and COO of NewHeights Software, an innovative and fast growing telephony solution development company.  NewHeights is a leader in enterprise telephony and has recently introduced an integrated conferencing solution along with an edge application server powered by a next generation service creation environment and collaboration management tools. Mr. Pelling is a graduate of the University of British Colombia and holds an MBA in International Management.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors, executive officers and beneficial owners of more than 10% of the Company's common stock to file with the Securities and Exchange Commission (SEC) initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company.  The Company typically files these reports on behalf of its directors and officers, based on information provided by them.  Except as noted  below, the Company believes, based on its review of Forms 3, 4, 5, if any, and periodic written representations from reporting persons, that all other officers, directors and holders of more than 10% of the Company's common stock complied with all Section 16(a) filing requirements for the 2006 fiscal year.  Mr. Brewer's Form 3 was filed approximately one month late. 

Code of Ethics

The Company has not yet adopted but intends during fiscal 2007 to adopt a code of ethics that applies to its executive officers as it institutionalizes corporate governance procedures as it begins to generate revenues.

Audit Committee Financial Expert

Currently the entire board of directors of the Company comprises the audit committee.  However, as described above, the Company intends to establish committees of its board of directors during fiscal 2007, including an audit committee.  The board of directors has not yet considered whether its outside directors qualify as financial experts but has determined that Mr. Chan, a member of the board of directors and hence the audit committee, is a financial expert.  Mr. Chan is not independent by virtue of his being the Company's CFO.

The following table sets forth the compensation paid by the Company to its officers and directors for services rendered during the periods indicated. No other executive officer received compensation in excess of $100,000 during the specified periods.

Our executive officers currently receive a base salary, which is less than market, and no bonus.  The bulk of their compensation is long-term equity appreciation which aligns their interests with those of our stockholders.  As we hire additional executive officers as our business expands, they will likely receive market compensation packages, including base salary, bonus, and option grants.  Neither Mr. Van nor Mr. Chan has an employment contract.  During fiscal 2006, prior fully-vested option grants of Messrs. Van and Chan, comprising 2,699,999 and 600,000 options, which otherwise would have expired were extended for three years; the exercise price of their options is $0.08 per share.

Our outside directors currently receive no directors fees but instead receive an option grant upon their joining the board.  Both Mr. Pelling and Mr. Brewer received five year option grants for 250,000 shares at $2.00 per share, half of which were immediately vested with 25,000 options vesting on each of June 30 and December 31 of 2006 and 2007 and the remaining 25,000 vesting on February 13, 2008, and March 30, 2008, respectively,  the anniversary dates of their joining the board of directors. We may in the future institute directors fees and make annual supplemental option grants and we may have additional compensation for committee members. 

The following table shows certain information with respect to unexercised options held on December 31, 2006, by the named executive officers:

Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of March 31, 2007, certain information with respect to stock ownership of:

• all persons known by us to be beneficial owners of 5% or more of our outstanding shares of $0.0001 par value Common Stock;
• each director and officer; and
• all directors and officers as a group.

The table assumes a total of 33,846,522 shares of common stock outstanding. In calculating the number of shares of common stock beneficially owned by a person or group and the percentage ownership of that person or group, we deemed outstanding shares subject to options or warrants held by that person or group that are currently exercisable or exercisable within 60 days of March 31, 2007. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or group.

                                                                       (c)
                                                                     Number of
                                 (a)                                 securities remaining
                               Number of            (b)              available for
                               securities to      Weighted           future issuance
                               be issued upon     average exercise   under equity
                               exercise of        price of           compensation
                               outstanding        outstanding        plans(excluding
                               options, warrants  options, warrants  securities reflected
Plan Category                  and rights         and rights         in column(a))
-----------------------------  -----------------  -----------------  --------------------
Equity compensation plans
approved by security holders          -                 -                 -

Equity compensation plans not
approved by security holders      6,927,999         $1.46             13,322,001
                                  =========         =====             ==========

     Description of Services          2006        2005
                                   ----------  ----------
     Audit Fees (1)                $  45,400   $  37,500
     Audit-Related Fees (2)              -           -
     Tax Fees (3)                        -           -
     All Other Fees (4)                  -           -
                                   ----------  ----------
          Total                    $  45,500   $  37,500
                                   ==========  ==========

                        ASSETS
                                                  2006
                                              ------------
CURRENT ASSETS:
  Cash & cash equivalents                     $   138,317
  Account receivable                                  158
  Prepaid expenses                                 37,776
  Related party receivable                            840
  Advances                                        257,539
                                              ------------
    Total current assets                          434,630

PROPERTY & EQUIPMENT - net                        257,713

INTANGIBLE ASSETS - net                           166,814

DEPOSITS                                           43,645

INVESTMENT                                      1,000,000
                                              ------------
                                              $ 1,902,802
                                              ============

          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses       $   458,314
  Deferred revenue                                  1,092
                                              ------------
    Total current liabilities                     459,406
                                              ------------

STOCKHOLDERS' EQUITY:
  Preferred stock, $0.0001 par value;
    10,000,000 shares authorized;
    none issued                               $       -
  Common stock, $0.0001 par value;
    100,000,000 shares authorized;
    33,704,668 shares issued and
    outstanding                                     3,371
  Additional paid-in capital                   66,461,460
  Subscription receivable                         (12,000)
  Deferred compensation charges                       -
  Accumulated deficit                         (65,009,435)
                                              ------------
    Total Stockholders' Equity                  1,443,396
                                              ------------
                                              $ 1,902,802
                                              ============

                                                   2006          2005
                                              -------------  ------------

REVENUES                                      $     38,118   $     9,069
COST OF REVENUES                                    77,328           -
                                              -------------  ------------
  Gross Profit (Loss)                              (39,210)        9,069

OPERATING EXPENSES
  Depreciation and amortization                     97,041        15,955
  Rent                                             216,435       162,600
  Salaries and payroll taxes                       911,095       151,345
  Professional fees                                551,236       339,114
  General and administrative                    11,674,758       377,687
                                              -------------  ------------
    Total Costs and Expenses                    13,450,565     1,046,701

                                              -------------  ------------
LOSS FROM OPERATIONS                           (13,489,775)   (1,037,632)

OTHER INCOME (EXPENSE)
  Interest income (expense)                          5,825         3,475
                                              -------------  ------------
                                                     5,825         3,475

LOSS BEFORE INCOME TAXES                       (13,483,950)   (1,034,157)

PROVISION FOR INCOME TAXES                             800           800
                                              -------------  ------------
NET LOSS                                      $(13,484,750)   (1,034,957)
                                              =============  ============

Basic & diluted weighted average number
  of common stock outstanding                   21,431,409    16,394,546
                                              =============  ============

Basic and diluted net loss per share          $      (0.63)        (0.06)
                                              =============  ============

                                 Common Stock
                                -----------------   Additional   Subscrip-    Deferred                       Total
                                 Number              Paid-In       tion     Compensation   Accumulated    Stockholders'
                                of shares  Amount    Capital    Receivable     Charges       Deficit     Equity(Deficit)
                               ----------  ------  -----------  ----------  ------------  -------------  ---------------
Balance, as of
January 1, 2005                16,066,499  $1,607  $19,713,339  $     -     $  (361,272)  $(19,679,930)  $   (326,256)
                               ----------  ------  -----------  ----------  ------------  -------------  -------------

Shares issued for cash            994,500      99    1,988,901        -             -              -        1,989,000

Shares issued for
subscription receivable            25,500       3       50,997    (51,000)          -              -              -

Amortization of deferred
  compensation charges                -       -            -          -         270,954            -          270,954

Net loss for the year                 -       -            -          -             -       (1,034,957)    (1,034,957)
                               ----------  ------  -----------  ----------  ------------  -------------  -------------
Balance, as of
December 31, 2005              17,086,499  $1,709  $21,753,237  $ (51,000)  $   (90,318)  $(20,714,886)  $    898,742
                               ----------  ------  -----------  ----------  ------------  -------------  -------------

Shares issued for cash            582,669      58    1,426,942    (12,000)          -              -        1,415,000

Shares issued against advance
  for shares to be issued          50,000       5      118,995     51,000           -              -          170,000

Shares issued in acquisition
  of hereUare Communications   15,985,500   1,599   31,969,401        -             -      (30,809,799)     1,161,201

Amortization of deferred
  compensation charges                -       -            -          -          90,318            -           90,318

Option expenses                       -       -      9,954,582        -             -              -        9,954,582

Issuance of warrant in
  dispute settlement                  -       -      1,238,303        -             -              -        1,238,303

Net loss for the year                 -       -            -          -             -      (13,484,750)   (13,484,750)
                               ----------  ------  -----------  ----------  ------------  -------------  -------------
Balance, as of
December 31, 2006              33,704,688  $3,371  $66,461,460  $ (12,000)  $       -     $(65,009,435)  $  1,443,396
                               ==========  ======  ===========  ==========  ============  =============  =============

                                                             2006           2005
                                                         -------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                               $(13,484,750)   $(1,034,957)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                            97,041         15,954
      Options granted for services                          9,954,582            -
      Deferred compensation charges                            90,318        270,954
      Warrants granted for dispute settlement               1,238,303            -
      (Increase) / decrease in current assets:
          Prepaid rent                                            -          (46,542)
          Prepaid expenses                                   (227,312)           -
          Account receivable                                  (28,553)           -
          Deposits                                             56,498        (98,149)
          Advance to related parties                             (840)           -
      Increase / (decrease) in current liabilities:
          Accounts payable & accrued expenses                   4,024          1,107
          Advance from related party                              -          (40,401)
          Deferred revenue                                      1,092            -
                                                         -------------   ------------
      Net cash used in operating activities                (2,299,601)      (932,033)
                                                         -------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of equipments and intangible assets            (391,767)       (95,033)
  Cash from acquired subsidiary                               474,851            -
                                                         -------------   ------------
  Net cash provided by / (used in) investing activities        83,084        (95,033)
                                                         -------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                    1,415,000      1,989,000
  Proceeds from shares to be issued                               -           18,000
  Payment of notes from related parties                      (357,230)        (4,500)
                                                         -------------   ------------
      Net cash provided by financing activities             1,057,770      2,002,500
                                                         -------------   ------------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS         (1,158,743)       975,434

CASH & CASH EQUIVALENTS, beginning balance                  1,297,060        321,626
                                                         -------------   ------------
CASH & CASH EQUIVALENTS, end balance                     $    138,317    $ 1,297,060
                                                         =============   ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

  Cash paid during the period for

    Interest                                             $        -      $       -
                                                         =============   ============
    Income taxes                                         $        800    $       800
                                                         =============   ============
    Stock issued for acquisition                         $ 31,971,000    $       -
                                                         =============   ============

            Equipment                        $ 297,302
            Furniture                           33,100
                                             ----------
                                               330,402
            Less accumulated depreciation      (72,689)
                                             ----------
                                             $ 257,713
                                             ==========

            Software solutions               $ 194,036
            Domain name purchased               13,085
                                             ----------
                                               207,121
            Less accumulated amortization      (40,307)
                                             ----------
                                             $ 166,814
                                             =========

                     Software     youarehere.com     findcom.com

            2007:    $ 64,789        $ 1,667           $ 2,695
            2008:    $ 64,789        $ 1,667           $ 2,470
            2009:    $ 27,209        $ 1,528               -

            Software development             $ 134,000
            Legal fee retainer               $  50,000
            Related party advances              73,539
                                             ----------
                                             $ 257,539
                                             ==========

            Rent deposit                        41,651
            Others                               1,994
                                             ----------
                                             $  43,645
                                             ==========

            Accounts payable                 $  29,261
            Due to employees                       677
            Accrued litigation                  72,000
            Accrued expenses                    51,704
            Accrued interests                    6,400
            Other liabilities                  298,273
                                             ----------
                                             $ 458,315
                                             ==========

                                                      2006       2005
                                                    --------   --------
    Tax expense (credit) at statutory rate-Federal    (34)%      (34)%
    State tax expense net of federal tax               (6)        (6)
    Changes in valuation allowance                     40         40
                                                    --------   --------
    Tax expense at actual rate                          -          -
                                                    ========   ========

                                             2006         2005
                                          ----------   ----------
    Current tax expense:
    Federal                               $     -      $     -
    State                                       800          800
                                          ----------   ----------
    Total Current                         $     800    $     800


    Deferred tax credit:
    Federal                               $ 673,446    $ 352,000
    State                                   118,645       62,000
                                          ----------   ----------
    Total deferred                        $ 792,091    $ 414,000
    Less: valuation allowance              (792,091)    (414,000)
                                          ----------   ----------
    Net Deferred tax credit                     -            -

                                          ----------   ----------
    Tax expense                           $     800    $     800
                                          ==========   ==========

                                  2006            2005
                              ------------    ------------

    NOL carryforward          $ 6,434,398     $ 7,042,000
    Valuation allowance         6,434,398      (7,042,000)
                              ------------    ------------
                              $       -       $       -
                              ============    ============

     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

                                             Proforma (unaudited)
                                         ----------------------------
                                              2006           2005
                                         -------------  -------------
Statement of Operations:
  Revenues                               $     42,810   $      9,069
  Cost of sales                                77,952          9,596
                                         -------------  -------------
  Gross profit (Loss)                         (35,142)          (527)

  Operating expenses                       13,542,787      1,184,964
                                         -------------  -------------
  Loss from operations                    (13,577,929)    (1,185,491)

  Other income                                  5,177          3,546

  Loss before income taxes                (13,572,752)    (1,181,946)

  Provision for income taxes                      800            800
                                         -------------  -------------
  Net loss                               $(13,573,552)  $ (1,182,746)
                                         =============  =============

  Basic & diluted weighted average number
  of common stock outstanding              33,274,978     32,380,046

  Basic & diluted loss /share            $      (0.41)  $      (0.04)

     50,000 shares     Against advance for shares to be issued
    580,669 shares     For cash
      2,000 shares     For stock subscription receivable
 15,985,500 shares     For acquisition of hereUare Communications, Inc.

                                               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    $31,446,015
                                ============   ========   ===========

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

  Options    6,177,999       2.26         $0.91       5,373,478     $0.68

  Net loss:
      As reported                                   $ (1,035)
      Compensation recognized under APB 25               -
      Compensation recognized under SFAS 123          (   43)
                                                    ----------
        Pro forma                                   $ (1,078)
                                                    ==========

      Basic and diluted earnings per share:
        As reported                                   $(0.06)
        Pro forma                                     $(0.06)

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

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

  Warrants     750,000        3           $6.00        750,000      $6.00