UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                          FORM 10-KSB/A
                         Amendment No. 1

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

       For the fiscal year ended December 31, 2004

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

       Commission File No. 000-31129

                        HOLMES HERBS, INC.
__---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)

        Nevada                                88-0412635
--------------------------------     -------------------------------
(State or other jurisdiction)        (IRS Employer Identification No.)
of incorporation or organization)


8655 East Via De Ventura, Suite G-200, Scottsdale, Arizona        85258
----------------------------------------------------------        -----
(Address of principal executive offices)                        (Zip code)

Issuer's telephone number: (206) 245-4779

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  Common Stock

Check whether the issuer is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]  No [X]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).   Yes [ ]   No [X]

On March 15, 2005, the aggregate market value of the voting stock of Holmes
Herbs Inc. held by non-affiliates based on the price of $3.00 (the selling or
average bid and asked price) as of March 15, 2005: 130,480 x 3.00 = $391,440

Issuer's revenue during the year ended Dec. 31, 2004:  Nil

The number of shares outstanding of the Issuer's common stock as of March 31,
2005: Approximately 537,480.

Documents incorporated by reference: None

Transitional Small Business Disclosure Format: Yes [ ] No [X]


<PAGE>


                         EXPLANATORY NOTE

In December 2005 the Securities and Exchange Commission ("SEC") conducted a
limited review of our annual report on Form 10-KSB for the year ended December
31, 2004.  The SEC requested that we revise the financial statements for the
years ended December 31, 2004 and 2003 and revise the disclosures is this
report to comply with its comments.  The events in this amended report are as
of the initial filing date of April 15, 2005, and do not include subsequent
events.



                        TABLE OF CONTENTS

                             PART II

Item 5.   Market for Common Equity and Related Stockholder Matters..........3
Item 6.   Management's Discussion and Analysis or Plan of Operation.........4
Item 7.   Financial Statements..............................................6
Item 8A.  Controls and Procedures..........................................17

                             PART III

Item 10.  Executive Compensation...........................................17
Item 13.  Exhibits.........................................................18
Signatures.................................................................18


    NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

Except for historical information contained herein, this report contains
express or implied forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Exchange Act. The
Company may make written or oral forward-looking statements from time to time
in filings with the Securities and Exchange Commission ("SEC"), in press
releases, quarterly conference calls or otherwise.  Our filings with the SEC
may be accessed at the SEC's Web site, www.sec.gov.

The words "believes," "expects," "anticipates," "intends," "forecasts,"
"project," "plans," "estimates" and similar expressions identify
forward-looking statements.  Such statements reflect our current views with
respect to future events and financial performance or operations and speak
only as of the date the statements are made.  Forward-looking statements
involve risks and uncertainties and readers are cautioned not to place undue
reliance on forward-looking statements. Our actual results may differ
materially from such statements.  Factors that cause or contribute to such
differences include, but are not limited to, those discussed elsewhere in this
report.

                                2

<PAGE>


                             Part II

Item 5. Market for Common Equity and Related Stockholder Matters.

Market Price

Our no par value common stock commenced trading on the NASD OTC Bulletin Board
in May 2004.  Our common stock was not listed on any market prior to that
time.  The Company effected a 25-to-1 reverse stock split on October 19, 2004.

The following table sets forth the range of high and low bid prices of our
common stock for each quarterly period indicated, as reported by the OTC
Bulletin Board Trading Activity Reports.

                                 High                Low
                                -------            -------
Quarter Ended
--------------
March 31, 2004                  $ 0.00             $ 0.00
June 30, 2004                     0.29               0.00
September 31, 2004                0.35               0.15
December 31, 2004                 0.15               0.00


Shareholders

As of March 15, 2005, we had approximately 55 shareholders of record of our
common stock.

Dividends

We have never paid dividends on our common stock. We currently intend to
retain earnings for use in our business and do not anticipate paying any
dividends in the foreseeable future.

Recent Sales of Unregistered Securities

On March 5, 2004, we issued 50,000 (2,000 post-split) shares to John Metcalfe
pursuant to his management agreement.  We relied on an exemption from
registration for a private transaction not involving a public distribution
provided by Section 4(2) of the Securities Act.

On March 5, 2004, we issued 25,000 (1,000 post-split) shares to Ms. Creed in
consideration for consulting services related to her service on our advisory
board for herbal products and homeopathic advice and consultation for
marketing herbal products.  We relied on an exemption from registration for a
private transaction not involving a public distribution provided by Section
4(2) of the Securities Act.

In each of these private transaction we believe each purchaser either had
unrestricted access to detailed material information regarding our operations
due to personal relationships with us or each purchaser was provided the same
kind of information regarding our operations as would be available in a
registration statement.  We believe each possessed sufficient sophistication
to evaluate the information provided and each was able to bear the economic
risk of the purchase.  Also, we believe each purchaser:
..      was aware that the securities had not been registered under federal
       securities laws;
..      acquired the securities for his/her/its own account for investment
       purposes of the federal securities laws;
..      understood that the securities would need to be indefinitely held
       unless registered or an exemption from registration applied to a
       proposed disposition; and,
..      was aware that the certificate representing the securities would bear a
       legend restricting its transfer.

We believe that, in light of the foregoing, the sale of our securities to the
respective acquirers did not constitute the sale of an unregistered security
in violation of the federal securities laws and regulations by reason of the
exemptions provided under 4(2) of the Securities Act, and the rules and
regulations promulgated thereunder.


                                3

<PAGE>


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

Executive Overview

The Company is engaged in distribution of herbal and natural medicine
products, beginning with e-commerce transactions and then with plans to expand
through an "800" telephone ordering system and retail outlets in the USA.
In January, 2002, the Company entered into a non-exclusive agreement to
distribute its initial product SOLAR THERM  and new management was appointed
to facilitate the distribution of the SOLAR THERM  product line.  Also, the
Company formed an advisory board to provide management with information
related to herbal products and homeopathic advice.  Ms. Tisha Creed was
appointed to the advisory board as she is both a certified Homeopath and
Nutritionalist and has experience in marketing herbal products.

In February, 2003, the Company entered into an agreement to re-build and
maintain a commercial website at www.holmesherbs.com.  This website includes a
shopping engine allowing customers to purchase the Company's products and a
message board that allows customers to post questions to the Company's
resident Homeopath.  During 2004 the Company continued to market its licensed
SOLAR THERM products for sale using the online store at www.holmesherbs.com.
No sales resulted from these efforts.

In March, 2003, the Company commenced an initial marketing program aimed at
attracting an audience for its free Homeopathic information and customers for
its products.  Additional funding through debt or private placement will be
necessary to enable the Company to increase its marketing efforts to include
radio advertising and an "800" telephone order system.

In December, 2004, we commenced discussions with management of Qualia Clinical
Services, Inc., a clinical research company, regarding commencing operations
of a clinical research facility.   The Company cannot guarantee that these
discussions will lead to a firm agreement.

Liquidity

The Company does not have significant cash or other material assets, nor
operations that provide revenues.  These factors raise substantial doubt that
the Company can continue as a going concern.  Also, the Company's
investigation of the clinical research business has resulted in increased
costs.  Accounts payable increased $17,000 as a result of legal fees and
administrative expenses related to conducting due diligence on Qualia Clinical
Services.  In addition, general and administrative expenses have increased due
to meetings and other activities related to the evaluation of the clinical
research business.  Until the Company has sufficient operations, the
stockholders, officers and directors have committed to advance operating costs
to the Company.

The Company has historically relied on debt to provide funds for operations.
In February 2002 we borrowed $10,000 at 10% interest per annum and payable on
demand from Rockridge Capital Corp. ("Rockridge Capital").  Through September
2003 the Company borrowed an additional $2,025 from Rockridge Capital.  On
March 5, 2004 the Company agreed to convert $10,000 of this debt to 10,000,000
(400,000 post-split) shares to satisfy a portion of this debt.  The issuance
of these shares resulted in Rockridge Capital being a more than 10%
shareholder of the Company.

On September 29, 2003, the Company entered into a convertible debenture
agreement with Rockridge Capital that provided the Company with $100,000 in
working capital financing.  The loan bears interest at 10% per annum and is
convertible into common stock in the Company at a value of $0.50 per share.
If all or any portion of the principal and interest remains unpaid at
September 29, 2005, then Rockridge Capital Corp. has the option to convert the
debt.  As of December 31, 2004 the Company had borrowed $6,250 under this
convertible debenture agreement.

On August 12, 2004 the Company entered into a separate convertible debenture
agreement with Peter Matthews, the administrator and corporate counsel of the
Company, to borrow $5,000 for operating expenses.  This agreement bears
interest at 10% per annum and is due August 12, 2006.  Under this agreement
the Company may prepay principle and interest at any time without penalty.  If
all or any portion of the principal and interest remains unpaid at August 12,
2006, then Mr. Matthews may convert the debt into common shares at $0.01 per
share.  The conversion



                                4


<PAGE>


rate of this agreement is below the market value of our common stock and
resulted in a beneficial conversion feature that must be amortized as interest
from the date of issuance through the earliest conversion date.  Interest
expense related to the beneficial conversion feature was $729 for the 2004
year.

The Company has issued shares of its common stock from time to time for cash
or to satisfy certain obligations and it expects in the future to also acquire
certain services, satisfy indebtedness and/or make acquisitions utilizing
authorized shares of the capital stock of the Company.  In 2003 the Company
sold common stock for $61,350 and then in 2004 the Company sold common stock
for $12,500.

Plan of Operation

Management believes the Company should concentrate on financing its own
business development for the immediate short term, in order to keep the
rewards of the Company's efforts with the shareholders.  Any funds raised will
be used for working capital.  If the Company can raise sufficient capital in a
timely manner, its subsequent focus will be to expand into radio advertising
and an "800" telephone ordering system as a distributor of herbal and natural
medicine products in the United States.

As a publicly distributed company, the Company has the right within the
parameters of current federal and state security laws and the rules and
regulations of the Security and Exchange Commission and the NASD to make
additional public offerings in strict compliance with all applicable laws and
regulations thereto.  This is seen as a long-term plan to be undertaken if the
growth of the Company warrants the need for additional capital, and if this
need outweighs the dilution that would result from raising this additional
capital.

While the Company has raised capital to meet its working capital and financing
needs, additional financing is required in order to complete the plans
necessary to the Company's growth and new product strategy.  The Company is
seeking financing, in the form of equity and debt in order to make the
necessary improvements and provide working capital. There are no assurances
the Company will be successful in raising the funds required.

If operations and cash flow can be improved through these efforts, management
believes that the Company's liquidity problems will be resolved and that the
Company can continue to operate.  However, no assurance can be given that
management's actions will result in profitable operations.

    NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

Except for historical information contained herein, this Form 10-KSB contains
express or implied forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Exchange Act.   We
may make written or oral forward-looking statements from time to time in
filings with the SEC, in press releases, quarterly conference calls or
otherwise. The words "believes," "expects," "anticipates," "intends,"
"forecasts," "project," "plans," "estimates" and similar expressions identify
forward-looking statements. Such statements reflect our current views with
respect to future events and financial performance or operations and speak
only as of the date the statements are made.

Forward-looking statements involve risks and uncertainties and readers are
cautioned not to place undue reliance on forward-looking statements. Our
actual results may differ materially from such statements. Factors that cause
or contribute to such differences include, but are not limited to, those
discussed elsewhere in this Form 10-KSB.

Although we believe that the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate with
the result that there can be no assurance the results contemplated in such
forward-looking statements will be realized. The inclusion of such
forward-looking information should not be regarded, as a representation that
the future events, plans, or expectations contemplated will be achieved. We
undertake no obligation to publicly update, review, or revise any
forward-looking statements to reflect any change in our expectations or any
change in events, conditions, or circumstances on which any such statements
based. Our filings with the SEC may be accessed at the SEC's web site,
www.sec.gov.

                                5

<PAGE>



Item 7.  Financial Statements










                        HOLMES HERBS, INC.
                 (A Development Stage Enterprise)

                        FINANCIAL REPORTS

                        DECEMBER 31, 2004








                                6



<PAGE>


                        HOLMES HERBS, INC.
                 (A Development Stage Enterprise)
                             CONTENTS


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                    8
------------------------------------------------------------------------------

FINANCIAL STATEMENTS

    Balance Sheets                                                         9

    Statements of Operations                                              10

    Statements of Stockholders' Deficit                                   11

    Statements of Cash Flows                                              12

    Notes to Financial Statements                                      13-16
------------------------------------------------------------------------------


                                7

<PAGE>


     Report of Independent Registered Public Accounting Firm
     -------------------------------------------------------


To the Board of Directors
Holmes Herbs, Inc.
Las Vegas, Nevada

I have audited the accompanying balance sheets of Holmes Herbs, Inc. (A
Development Stage Enterprise) as of December 31, 2004 and the related
statements of operations, stockholders' deficit, and cash flows for the year
then ended and the period December 3, 1998 (inception) through December 31,
2004.  These financial statements are the responsibility of the Company's
management.  My responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Holmes Herbs, Inc. (A
Development Stage Enterprise) as of December 31, 2004 and the results of its
operations and cash flows for the year then ended and the period December 3,
1998 (inception) through December 31, 2004, in conformity with U.S. generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has limited operations and has no
established source of revenue.  This raises substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters is also described in Note 1.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



/s/ Kyle L. Tingle, CPA, LLC

Kyle L. Tingle, CPA, LLC


April 11, 2005, Except for Notes 3 and 4,
which is February 26, 2006
Las Vegas, Nevada


                                8

<PAGE>


                        HOLMES HERBS, INC.
                 (A Development Stage Enterprise)
                          BALANCE SHEETS



                                                  December 31,  December 31,
                                                         2004          2003
                                                -------------- --------------
                              ASSETS

CURRENT ASSETS
  Cash                                          $       1,699  $         280
                                                -------------- --------------

     Total current assets                               1,699            280
                                                -------------- --------------

      Total assets                              $       1,699  $         280
                                                ============== ==============

              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable                              $      23,820  $       6,420
  Notes payable, related party                          2,025         12,025
  Convertible debentures, related party,
   net of discount of $4,271                            6,979          1,750
  Interest payable, related party                       3,446          2,317
                                                -------------- --------------

    Total current liabilities                          36,270         22,512
                                                -------------- --------------

STOCKHOLDERS' DEFICIT
  Common stock: $0.001 par value; authorized
   50,000,000 shares; issued and outstanding:
   134,480 shares at December 31, 2003                      -            134
   537,480 shares at December 31, 2004                    537              -
  Additional paid-in capital                           95,313         73,216
  Accumulated deficit during development stage       (130,421)       (95,582)
                                                -------------- --------------

    Total stockholders' deficit                       (34,571)       (22,232)
                                                -------------- --------------
      Total liabilities and
      stockholders' deficit                     $       1,699  $         280
                                                ============== ==============






See accompanying notes to these financial statements.


                                9

<PAGE>


                        HOLMES HERBS, INC.
                 (A Development Stage Enterprise)
                     STATEMENTS OF OPERATIONS


                                                               Dec. 3, 1998
                                         Year Ended            (inception) to
                                  December 31,  December 31,   December 31,
                                       2004         2003       2004
                                 -------------- -------------- --------------
Revenues                         $           -  $           -  $           -

Cost of revenue                              -              -              -
                                 -------------- -------------- --------------

   Gross profit                              -              -              -

General, selling and
 administrative expenses                32,978         13,035        126,246
                                 -------------- -------------- --------------
   Operating loss                      (32,978)       (13,035)      (126,246)

Nonoperating expense
 Interest expense                        1,861          1,316          4,175
                                 -------------- -------------- --------------

    Net loss                     $     (34,839) $     (14,351) $    (130,421)
                                 ============== ============== ==============
    Net loss per share, basic
    and diluted                  $       (0.07) $       (0.09)
                                 ============== ==============
    Average number of shares
    of common stock outstanding        470,313        134,480
                                 ============== ==============








See accompanying notes to these financial statements.


                                10
<PAGE>
<TABLE>
<CAPTION>




                              HOLMES HERBS, INC.
                       (A Development Stage Enterprise)
                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                                                          Accumulated
                                                                           (Deficit)
                                                            Additional      During
                                      Common Stock            Paid-In     Development
                                  Shares         Amount       Capital        Stage        Total
                              -------------- ------------- ------------- ------------- -------------

                           <c>            <c>           <c>           <c>           <c>
Issuance of Common Stock,
  December 3, 1998                   48,000  $         48  $         52  $          -  $        100
Net loss, December 31, 1998               -             -             -          (400)         (400)
                              -------------- ------------- ------------- ------------- -------------
Balance, December 31, 1998           48,000            48            52          (400)         (300)
Issuance of Common Stock,
  March 23, 1999                     48,000            48         9,952             -        10,000
Issuance of Common Stock,
  November 10, 1999                  14,400            14         2,986             -         3,000
Net offering costs                        -             -        (9,250)            -        (9,250)
Net loss, December 31, 1999               -             -             -        (3,809)       (3,809)
                              -------------- ------------- ------------- ------------- -------------
Balance, December 31, 1999          110,400           110         3,740        (4,209)         (359)
Issuance of Common Stock,
  August 24, 2000                     9,600            10        19,990             -        20,000
Net loss, December 31, 2000               -             -             -        (6,000)       (6,000)
                              -------------- ------------- ------------- ------------- -------------
Balance, December 31, 2000          120,000           120        23,730       (10,209)       13,641
Issuance of Common Stock,
  May 22, 2001                        7,200             7        14,993             -        15,000
  July 31, 2001                       4,800             5         9,995             -        10,000
Stock Split, December 14, 2001
  Forward 12:1
Net loss, December 31, 2001               -             -             -       (17,200)      (17,200)
                              -------------- ------------- ------------- ------------- -------------
Balance, December 31, 2001          132,000           132        48,718       (27,409)       21,441
Issuance of Common Stock for
  Services, March 14, 2002              480             -        12,000             -        12,000
Net loss, December 31, 2002               -             -             -       (53,822)      (53,822)
                              -------------- ------------- ------------- ------------- -------------
Balance, December 31, 2002          132,480           132        60,718       (81,231)      (20,381)
Issuance of common stock              2,000             2        12,498             -        12,500
Net loss, December 31, 2003               -             -             -       (14,351)      (14,351)
                              -------------- ------------- ------------- ------------- -------------
Balance, December 31, 2003          134,480           134        73,216       (95,582)      (22,232)
Issuance of stock for debt          400,000           400         9,600             -        10,000
Issuance of stock for services        3,000             3         7,497             -         7,500
Beneficial conversion feature
  of convertible debt                     -             -         5,000             -         5,000
Stock Split, Reverse 1:25
Net loss, December 31, 2004               -             -             -       (34,839)      (34,839)
                              -------------- ------------- ------------- ------------- -------------
Balance, December 31, 2004          537,480  $        537  $     95,313  $   (130,421  $    (34,571)
                              ============== ============= ============= ============= =============



See accompanying notes to these financial statements.


                                      11


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                           HOLMES HERBS, INC.
                    (A Development Stage Enterprise)
                        STATEMENTS OF CASH FLOWS



                                                                              Dec. 3, 1998
                                                         Year Ended          (inception) to
                                                  December 31,  December 31,  December 31,
                                                     2004          2003           2004
                                                 ------------- ------------- -------------

                                              <c>           <c>           <c>
Cash Flows From Operating Activities
  Net loss                                       $    (34,839) $    (14,351) $   (129,692)
  Stock issued for services                             7,500             -        19,500
  Amortization of debt discount                           729             -             -
  Adjustments to reconcile net loss
   to cash used in operating activities:
    Changes in assets and liabilities
      Increase (decrease) in accounts payable          17,400        (1,850)       23,820
      Increase in interest payable                      1,129         1,316         3,446
                                                 ------------- ------------- -------------

      Net cash used in operating activities            (8,081)      (14,885)      (82,926)
                                                ------------- ------------- -------------

Cash Flows From Investing Activities                       -             -             -
                                                ------------- ------------- -------------
Cash Flows From Financing Activities
  Issuance of common stock, net of offering costs          -        12,500        61,350
  Proceeds from notes payable, related party               -           750        12,025
  Issuance of convertible debt, related party          5,000             -         5,000
  Advances on convertible debenture agreement          4,500         1,750         6,250
                                                ------------- ------------- -------------

      Net cash provided by financing activities        9,500        15,000        84,625
                                                ------------- ------------- -------------

      Net increase in cash                             1,419           115         1,699

Cash, beginning of period                                280           165             -
                                                ------------- ------------- -------------

Cash, end of period                             $      1,699  $        280  $      1,699
                                                ============= ============= =============
Supplemental Information
Stock issued for note payable, related party    $    (10,000) $          -  $    (10,000)
                                                ============= ============= =============
Beneficial conversion feature
 on convertible debt                            $     (5,000) $          -  $     (5,000)
                                                ============= ============= =============
Interest paid                                   $          -  $          -  $          -
                                                ============= ============= =============
Income taxes paid                               $          -  $          -  $          -
                                                ============= ============= =============


See accompanying notes to these financial statements.

                                   12

</TABLE>
<PAGE>

                        HOLMES HERBS, INC.
                 (A Development Stage Enterprise)
                  NOTES TO FINANCIAL STATEMENTS


Note 1.  Nature of Business and Significant Accounting Policies

Nature of business
------------------
Holmes Herbs, Inc. ("Company") was organized December 3, 1998 under the laws
of the State of Nevada.  The Company currently has limited operations and, in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"Accounting and Reporting by Development Stage Enterprises," is considered a
Development Stage Enterprise.

The Company business plan is for the distribution of herbal and natural
medicine products through e-commerce and telephone ordering.  As of December
31, 2004, sales and distribution had not commenced.

A summary of the Company's significant accounting policies is as follows:

Estimates
---------
The preparation of financial statements in conformity with generally accepted
accounting principles 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.

Cash
-----
For the Statements of Cash Flows, all highly liquid investments with maturity
of three months or less are considered to be cash equivalents.  There were no
cash equivalents as of December 31, 2004 and 2003.

Income taxes
------------
Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "Accounting for Income Taxes."  A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting.  Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax basis.  Deferred tax
assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the
deferred tax assets will not be realized.  Deferred tax assets and liabilities
are adjusted for the effect of changes in tax laws and rates on the date of
enactment.

Going Concern
--------------
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern.  This
contemplates the realization of assets and the liquidation of liabilities in
the normal course of business.  Currently, the Company does not have
significant cash or other material assets, nor does it have operations or a
source of revenue sufficient to cover its operating costs and raises
substantial doubts of the Company's ability to continue as a going concern.
Until the Company has sufficient operations, the stockholders, officers, and
directors have committed to advancing the operating costs of the company.


                                13
<PAGE>



                        HOLMES HERBS, INC.
                 (A Development Stage Enterprise)
                  NOTES TO FINANCIAL STATEMENTS

Note 1.  Nature of Business and Significant Accounting Policies (continued)

Recent Accounting Pronouncements
--------------------------------
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs (an amendment
of Accounting Research Bulletin No. 43, Chapter 4)." SFAS No. 151 seeks to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage) in the determination of
inventory carrying costs. The statement requires such costs to be treated as a
current period expense and is effective for fiscal years beginning after July
15, 2005. The Company does not believe the adoption of SFAS No. 151 will have
a significant impact on its financial position or results of operations.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment." SFAS No. 123R replaced SFAS No. 123 and superceded APB Opinion No.
25. SFAS No. 123R will require compensation costs related to share-based
payment transactions to be recognized in the financial statements.  The
adoption of SFAS No. 123 (revised 2004) should not have a significant impact
on the Company's financial position or results of operations until such time
the Company has share-based payments.  The Company will adopt the provisions
of SFAS No. 123R at that time.

Note 2.  Stockholders' Equity

Common stock
------------
The authorized common stock of the Company consists of 50,000,000 shares with
par value of $0.001.

On December 14, 2001, the Company's shareholders approved an amendment to the
Articles of Incorporation to increase its capitalization and to forward split
of its common stock at twelve shares for one share of the existing shares.

On October 19, 2004, the Company's Board of Directors authorized a reverse
split of the common stock of the Company on a 1 for 25 basis.  Prior period
information has been restated to reflect both the stock splits.

The Company has not authorized any preferred stock.

Net loss per common share
-------------------------
Net loss per share is calculated in accordance with SFAS No. 128, "Earnings
Per Share."  The weighted-average number of common shares outstanding during
each period is used to compute basic loss per share.  Diluted loss per share
is computed using the weighted averaged number of shares and dilutive
potential common shares outstanding.  Dilutive potential common shares are
additional common shares assumed to be exercised.

Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 470,313 and 134,480 for the years ended
December 31, 2004 and 2003, and 175,880 since inception.  As of December 31,
2004 and December 31, 2003, and since inception, the Company had no dilutive
potential common shares.

                                14
<PAGE>



                        HOLMES HERBS, INC.
                 (A Development Stage Enterprise)
                  NOTES TO FINANCIAL STATEMENTS


Note 3.  Notes payable, related party

On February 1, 2002, the Company borrowed $10,000 on an unsecured note payable
from a related party, payable on demand, plus interest at 10% per annum.
Other notes from the same related party were received through September 3,
2003, totaling $12,025.  On March 5, 2004, the Company agreed to convert
$10,000 of the note payable to the Company's common stock at par value ($0.001
per share).  The adjusted conversion rate was due to the negative equity
position of the Company.  Upon the issuance of 400,000 (10,000,000 pre-reverse
split) shares, the debenture holder became the majority shareholder in the
Company.  After the conversion of the initial note payable to debt, the
Company has notes due to the related party of $2,025.

Note 4.  Convertible Debentures Payable, related party

On September 29, 2003, the company entered into a Convertible Debenture
Agreement with the related party noteholder.  The agreement allows the company
to borrow up to $100,000 for operating expenses.  Interest is computed at 10%
per annum and is due on September 29, 2005.  At September 29, 2005, the holder
has a right to convert any or all principal and interest outstanding for
shares of common stock of the Company at a rate of $0.50 per share.  In
accordance with Emerging Issues Task Force ("EITF") 98-5 "Accounting for
Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios," the Company determined that no beneficial
conversion feature existed at the date of issuing the convertible debt.  As of
December 31, 2004, the Company borrowed $6,250 under the Convertible Debenture
Agreement.

On August 12, 2004, the company entered into a Convertible Debenture Agreement
with an officer of the Company.  The Company agreed to borrow $5,000 for
operating expenses.  Interest is computed at 10% per annum and is due on
August 12, 2006.  The Company may prepay principle and interest at any time
without penalty.  If all or any portion of the Principal or interest is unpaid
at August 12, 2006, the holder has a right to convert any or all principal and
interest outstanding for shares of common stock of the Company at a rate of
$0.01 per share.  In accordance with EIFT 98-5 "Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios," the Company determined that the intrinsic value of the
beneficial conversion feature for the note exceeded the proceeds of the note
and is limited to the amount of the note.  The beneficial conversion feature
is amortized as interest from the date of issuance through the earliest
conversion date, August 12, 2006.

Balances for notes payable and related accrued interest payable for the
debentures are as follows:

                                    December 31, 2004   December 31, 2003
                                    -----------------   -----------------

     Notes payable                      $ 2,025           $ 12,025
     Convertible debt                    11,250              1,750
     Unamortized debt discount           (4,271)                 -
     Interest payable                     3,446              2,317

Interest expense related to the beneficial conversion feature for the
Convertible Debenture Agreement was $729 and $0 for the years ended December
31, 2004 and 2003, respectively.  Total interest expense was $1,861 and $1,316
for the years ended December 31, 2004 and 2003, respectively.


                                15

<PAGE>


                        HOLMES HERBS, INC.
                 (A Development Stage Enterprise)
                  NOTES TO FINANCIAL STATEMENTS


Note 5.  Income Taxes

We did not provide any current or deferred U.S. federal income tax provision
or benefit for any of the periods presented because we have experienced
operating losses since inception. We provided a full valuation allowance on
the net deferred tax asset, consisting of net operating loss carryforwards,
because management has determined that it is more likely than not that we will
not earn income sufficient to realize the deferred tax assets during the
carryforward period.

The components of the Company's deferred tax asset as of December 31, 2004 and
2003 are as follows:

                                                     2004       2003
                                                  ---------   ---------
      Net operating loss carryforward             $ 45,392    $ 33,454
      Valuation allowance                          (45,392)    (33,454)
                                                  ---------   ---------
      Net deferred tax asset                      $      -    $      -
                                                  =========   =========

A reconciliation of income taxes computed at the statutory rate to the income
tax amount recorded is as follows:
                                                                      Since
                                                  2004      2003    Inception
                                             ----------- ---------- ----------
      Tax at statutory rate (35%)            $   11,939  $   5,023  $  45,392
      Increase in valuation allowance           (11,939)    (5,023)   (45,392)
                                             ----------- ---------- ----------
      Net deferred tax asset                 $        -  $       -  $       -
                                             =========== ========== ==========

The net federal operating loss carry forward will expire between 2016 and
2024.  This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.

Note 4.  Warrants and Options

There are no warrants or options outstanding to acquire any additional shares
of common stock of the Company.


                                16
<PAGE>



Item 8A.  Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our filings under the Exchange
Act is recorded, processed, summarized and reported within the periods
specified in the rules and forms of the SEC.  This information is accumulated
and communicated to our executive officers to allow timely decisions regarding
required disclosure.  Our Chief Financial Officer, who also is our principal
executive officer, evaluated the effectiveness of our disclosure controls and
procedures as of the end of the fiscal year 2004.  He concluded that our
disclosure controls and procedures were not effective as of December 31, 2004.
His evaluation identified a weakness in our disclosure controls and procedures
with respect to applying existing accounting pronouncements regarding
beneficial conversion features and associated accounting entries.  Management
is taking steps to implement appropriate corrective action including, but not
limited to, changes to the way we process and evaluate instruments with a
beneficial conversion feature.

Other than the actions described above, there has been no change in our
internal control over financial reporting during the year ended December 31,
2004 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.


                             Part III

Item 10. Executive Compensation.

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by the Board of Directors.  Officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

As of March 31, 2005 no retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.

The following table shows the compensation paid to our named executive officer
in all capacities during the past three fiscal years.


                   SUMMARY COMPENSATION TABLE

                                          Annual Compensation

                                                              Other Annual
      Name and Principal Position      Year        Salary     Compensation
      ----------------------------     ----       -------     -------------
      John F. Metcalfe                 2004       $ 0          $ 5,000 (1)
      President, Chief Financial       2003         0                0
      Officer, Director                2002         0                0

      (1) Value of 50,000 (2,000 post-split) common shares issued
          in March 2004.


Employment Agreements

Mr. Metcalfe entered into a management agreement for a term of two years
commencing January 1, 2002.  The agreement provided that Mr. Metcalfe would
receive 50,000 (2,000 post-split) common shares as compensation for this
agreement.  The agreement may be terminated at any time and for any reason
provided that a three month written notice of termination is provided.  The
Company issued 50,000 common shares, valued at $12,500, to Mr. Metcalfe in
March 2004.


                                17

<PAGE>


Item 13.  Exhibits

No.      Description
----     -----------
3.1      Articles of Incorporation of Holmes Herbs (Incorporated by reference
         to exhibit 3.1 to Form 10-SB, filed July 24, 2000)
3.2      Bylaws of Holmes Herbs (Incorporated by reference to exhibit 3.2 to
         Form 10-SB, filed July 24, 2000)
10.1     Distribution Agreement (Incorporated by reference to exhibit 10.1 to
         Form 10-KSB, filed May 6, 2002)
10.2     Management agreement between Holmes Herbs and John Metcalfe, dated
         January 1, 2002 (Incorporated by reference to exhibit 10.1 to Form
         10-KSB, filed May 6, 2002)
10.3     Convertible Debenture Agreement between Holmes Herbs and Rockridge
         Capital Corp., dated September 29, 2003, as amended
10.4     Convertible Debenture Agreement between Holmes Herbs and Peter
         Matthews, dated August 12, 2004
31.1     Principal Executive Officer Certification
31.2     Chief Financial Officer Certification
32.1     Section 1350 Certification


                            SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized

                                    HOLMES HERBS, INC.



                                     /S/ John F. Metcalfe
Date: March 21, 2006            By: ____________________________________
                                    John F. Metcalfe
                                    President, CFO and Director




                                18