SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

Form 8-K

Current Report

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

Date of Report (Date of earliest event reported): December ~~November 21~~31, ~~2002~~ 2003

HearMe ~~(Exact name of registrant as specified in its charter)~~

	000-25399 (Commission File Number)
Delaware (State or other jurisdiction of incorporation)		94-3217317 (I.R.S. Employer Identification No.)
c/o Burr, Pilger & Mayer LLP 600 California Street, Suite 1300 San Francisco, California 94108 (Address of principal executive offices, with zip code)
(415) 677-4524 (Registrant's telephone number, including area code)

(Exact name of registrant as specified in its charter)

Item 5. Other Events.

000-25399
(Commission File Number)

Delaware		94-3217317
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

c/o Burr, Pilger & Mayer LLP 600 California Street, Suite 1300 San Francisco, California 94108
(Address of principal executive offices, with zip code)

(415) 677-4524
(Registrant’s telephone number, including area code)

~~Outstanding~~Item ~~Promissory Notes~~5. On ~~October 29,~~Other 2002, HearMe filed complaints in the Superior Court of California in the County of Santa Clara against seven individuals (including certain former officers and directors of the Company) (the "Debtors"), seeking payment of an aggregate of $1,243,795Events.77 in outstanding principal and interest under promissory notes held by the Company from the Debtors (the "Notes" ), as well as certain additional interest payments and reimbursement of costs and expenses of collection, including attorneys' fees. The Notes are all past due, and the Debtors are in default thereunder. The Notes were executed and delivered by the Debtors as of various dates ranging from January 1998 to April 1999 as consideration for the purchase from the Company of shares of the Company's common stock. Although the Company believes that its claims are valid, the outcome of litigation is by its nature uncertain, and the Company anticipates that as a defensive measure the Debtors may assert counterclaims against the Company. In addition, even if the Company is successful in obtaining judgments against the Debtors, there can be no assurance that such judgments will be collectible.

~~Trading of Common Stock~~Press Release. On ~~August~~ January 14, ~~2001~~2004, HearMe (the “Company's”) ~~common~~issued ~~stock~~a ~~was~~press ~~delisted~~release ~~from~~with ~~the~~certain ~~Nasdaq National Market~~updated ~~due~~information torelating ~~its low trading per share, which may materially impair the ability of stockholders~~ to ~~buy and sell shares. On November 26, 2001,~~ the Company’s ~~filed~~cash ~~its~~position ~~Certificate of Dissolution with the Secretary of State of the State of Delaware~~ and ~~closed~~reserves ~~its~~for ~~stock transfer books and discontinued recording transfers of its common stock. Accordingly, certificates representing shares of common stock~~estimated offuture ~~the~~liquidation ~~Company~~expenses ~~are~~as ~~not transferable except by will, intestate succession or operation~~ of ~~law.~~December ~~For any other trades subsequent to November 26~~31, ~~2001~~2003, ~~the~~as ~~seller~~well ~~and~~as ~~purchaser of the stock will~~information ~~need~~regarding ~~to negotiate and rely on "due bill" contractual obligations between themselves with respect to~~ the ~~allocation~~status of ~~proceeds,~~certain ~~if any, resulting from ownership of the shares~~litigation. ~~To the Company's~~ ~~knowledge,~~A ~~over-the-counter~~copy ~~trading~~ of ~~the~~this ~~Company's~~press ~~shares~~release ~~on a due bill basis~~ is ~~currently~~filed ~~quoted~~herewith byas ~~Pink~~Exhibit ~~Sheets LLC under the symbol "HEARZ~~99.~~PK."~~ 1

Trading of Common Stock. On August 14, 2001, the Company’s common stock was delisted from the Nasdaq National Market due to its low trading per share, which may materially impair the ability of stockholders to buy and sell shares. On November 26, 2001, the Company filed its Certificate of Dissolution with the Secretary of State of the State of Delaware and closed its stock transfer books and discontinued recording transfers of its common stock. Accordingly, certificates representing shares of common stock of the Company are not transferable except by will, intestate succession or operation of law. For any other trades subsequent to November 26, 2001, the seller and purchaser of the stock will need to negotiate and rely on “due bill” contractual obligations between themselves with respect to the allocation of proceeds, if any, resulting from ownership of the shares. To the Company’s knowledge, over-2the-counter trading of the Company’s shares on a due bill basis is currently quoted by Pink Sheets LLC under the symbol “HEARZ.PK.”

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

~~Pursuant~~Certain Risks. For toa discussion ~~the~~of ~~requirements~~certain of the ~~Securities~~risks ~~Exchange~~relating ~~Act~~to ofthe ~~1934~~Company, ~~the~~investment ~~Registrant~~in ~~has~~its common ~~duly~~stock ~~caused~~and ~~this~~its dissolution and liquidation, see the Company’s quarterly report toon beForm ~~signed~~10-Q for the three months ended March 31, 2002, as filed with the Commission on ~~its~~May ~~behalf~~15, by2002 and the ~~undersigned~~Company’s annual report on Form 10-K for ~~hereunto~~the ~~duly~~year ~~authorized.~~ended December 31, 2001, as filed with the Commission on March 15, 2002.

		HearMe (Registrant)
Date: November 21, 2002		By:	/s/ STEPHEN D. MAYER Stephen D. Mayer Chief Executive Officer

Item 7. Financial Statements and Exhibits.

~~-3-~~(c) Exhibits.

QuickLinks

EXHIBIT NUMBER		DESCRIPTION

99.1		Press release of HearMe dated January 14, 2004.

SIGNATURES

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

	HearMe
	(Registrant)


Date: January 14, 2004	By:	/s/ Stephen D. Mayer
		Stephen D. Mayer
		Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION

99.1		Press release of HearMe dated January 14, 2004.

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