SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549

                          FORM 10-KSB/A
        ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934


For the year ended December 31, 2002
Commission File No. 000-31129


                           HOLMES HERBS, INC.
       (Exact name of registrant as specified in its charter)


Nevada                           88-0412635
(State of organization)         (I.R.S. Employer Identification No.)

4400 North Scottsdale Rd., #9-197, Scottsdale, Arizona 85251
(Address of principal executive offices)

Registrant's telephone number, including area code: (480) 205-6273

Securities registered under Section 12(g) of the Exchange Act: Common stock,
$0.001 par value per share

Check whether the issuer (1) filed all reports required to be file by Section
13 or 15(d) of the Exchange Act during the past 12 months and (2) has been
subject to such filing requirements for the past 90 days.  Yes X

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B not 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 amendments to this Form 10-KSB.     [X]

Issuer's Revenue during the year ended December 31, 2002:  $0

As of December 31, 2002, the registrant had 3,312,000 shares of its common
stock,  $0.001 par value, outstanding.  Aggregate market value of the voting
and non-voting common equity held by non-affiliates based on the price of N/A
per share  (the selling or average bid and asked price) as of December 31,
2002:     N/A.

NOTE: The company's stock is not, and has not, been traded or quoted, and the
book value is negative. Therefore, there is no way to ascertain a market value
for the stock.

DOCUMENTS INCORPORATED BY REFERENCE:

None


<PAGE>

                                PART I

ITEM 1.   DESCRIPTION OF BUSINESS

Background

Holmes Herbs, Inc. (the "Company") was incorporated under the laws of the
State of Nevada on December 3,1998.  The Company was formed to engage in the
distribution of herbal and natural medicine products. The Company plans to
market its initial product lines from its web site and subsequently to expand
distribution into retail outlets.

Since its inception, the Company has been establishing itself in the industry.
The Company has sold equity shares to raise capital, planned and arranged for
management, completed its business plan, designed and launched its website and
commenced marketing its first products at www.holmesherbs.com.

The Company head office is located at 4400 North Scottsdale Road, #9-197,
Scottsdale, Arizona 85251.  It has no subsidiaries and no affiliated companies.

Business of Issuer

The Company is engaged in distribution of herbal and alternative medicine
products, beginning with e-commerce transactions and then expanding through
retail outlets in the USA.  The demand for herbal products is increasing, as
the aging population has a growing interest in natural remedies to heal
ailments.  To attract customers, the Company will initially rely on the
information services found at the website, including a message board section
with the Company's resident Homeopath.  This free online service will build an
audience for the Company's products that are also available for purchase at the
website, which offers the consumer the ability to place a secure order.  Online
marketing and sales will eventually be supplemented by Radio advertising and an
"800" telephone order system.

Rather than offering a large generic product list, the Company's business
strategy is to focus on specialty products, such as the Company's first product
line of SOLAR THERM(Trademark) products. These types of specialty products have
large market potential and are unique, which can help to minimize competition.

The Company plans to add other products during the next one-year period, with
a long term strategy of not becoming reliant on any one product or supplier.

The Company will face competition from existing suppliers.  Competition in
herbal and natural medicine products is primarily centered on quality, price,
brand recognition and service, with an emphasis on the service. To gain market
share, the Company must effectively maintain and promote the quality of both
the products and its service to consumers, as well as establishing strong
marketing relationships with manufacturers and distributors of herbal products.
The Company believes the uniqueness of its products and personalized service
will attract customers.

<PAGE>

SOLAR THERM(Trademark)

The Company has entered into an agreement dated January 1, 2002, to distribute
its initial product SOLAR THERM(Trademark).  The agreement grants the Company
the non-exclusive right to distribute the product in the United States, either
through its online store or through traditional retail outlets.  The term of
the agreement is for 5 years.  A copy of the agreement is attached hereto as
an addendum.

The Company intends to add additional products during the next 12 month
period, and not become reliant on SOLAR THERM(Trademark) as its sole source of
revenue.

Because SOLAR THERM(Trademark) is worn as clothing, and does not involve any
drug or medicine, no governmental or regulatory approvals are required prior
to sale of the product in the United States.  For the same reason, the product
liability issues for the Company are minimal.  The owners of SOLAR
THERM(Trademark) have been selling the product in Canada for several years and
have not had any product liability claims.  Under the terms of the agreement
they warrant the product to customers of the Company, to the extent of repair
or replacement in the case of defects.

SOLAR THERM(Trademark) products are elasticized thermal wraps designed for use
on parts of the body that may suffer from aches, sprains or other soft tissue
injuries e.g. the joints. SOLAR THERM(Trademark)'s specially designed thermal
wraps help accelerate the body's own natural healing process and may actually
minimize scarring. Wraps worn during exercise help increase sweating, removal
of lactic acid, and breakdown of fats and toxins.

Athletes previously used wraps made of myelin or rubber to achieve similar
benefits. However since such materials fail to breathe well, skin
inflammations often resulted. In contrast, Far Infra-Red wraps maximize body
sweat, while simultaneously preventing muscles from feeling over-worked. In
time these wraps will noticeably improve muscle tone. By using an assortment
of body thermal wraps during competitions or training, athletes have been able
to eliminate soreness and muscle spasms while reducing the likelihood of
future injuries.

Wraps help mend injured or over-used muscles, tendons and ligaments. According
to SOLAR THERM(Trademark), doctors and physical therapists have long
recommended Far Infra-Red lamps and thermal systems to relieve a variety of
problems.  SOLAR THERM(Trademark) believes their Far Infra-Red thermal wraps
are more convenient for daily use and enable treatment around the clock if
required. When infra-red rays penetrate the skin, they come into contact with
protein, collagen and fats, By stimulating micro-vibrations far infra-red
cause a thermal reaction which elevates tissue temperatures. The human body
then reacts by dilating all the blood vessels regardless of size. Tissues are
revitalized because of the improved (micro & macro) circulation.

SOLAR THERM(Trademark) Product Line

The SOLAR THERM(Trademark) product line is made from 100% poly-ceramic fiber
and manufactured in Canada. Groundwork in bio-ceramics was done by NASA in
1970s and 1980s when they developed various ceramic formulations to protect
the space shuttles. NASA workers noticed the health benefits while working
with ceramic dust. SOLAR THERM(Trademark)'s ceramic dust is embedded within
the poly-propylene thread so will not wash out. The fabric is then woven into
various thickness and elasticity depending on the end product.

<PAGE>

The SOLAR THERM(Trademark) product line is extensive and contains over twenty
different products for various parts of the body. A sample of SOLAR
THERM(Trademark) products includes:

SOLAR THERM(Trademark) T-Shirt for the upper body.
SOLAR THERM(Trademark) Gloves for hands.
SOLAR THERM(Trademark) Arm Bands for the forearm, elbow or bicep.
SOLAR THERM(Trademark) Leg Bands for the calf, knee or quads.
SOLAR THERM(Trademark) Wraps and Socks for ankles and feet.

MARKETING STRATEGY

The Company is initially engaged in e-commerce marketing and sales.  It
intends to expand into radio infomercials, an "800" telephone order system,
and eventually retail store distribution of herbal and alternative medicine
products. The Company expects to initially attract customers via various
Internet search engines and the distribution of an online newsletter and
message board offering free advice from a registered homeopath.

The Company's marketing strategy is to:

o  establish an audience for its products through its free homeopathic
   advice found on the message board and in the online newsletter;
o  create a customer base through establishing links and to its web site;
o  expand its customer base through Radio advertising and an "800" telephone
   ordering system;
o  distribute its products through relationships with retail outlets.

An important feature of the web site is the ability for consumers to
interact with the Company's resident Homeopath in on a message board
format.  As a result, the Company anticipates that word of mouth (viral)
advertising will drive friends and family of consumers to the web site.

The Company also plans to undertake a Radio advertising campaign using 1/2
hour to one-hour radio talk show interview format.  This format has proven
sales results over print and other media.  The Company's web site and "800"
number will be introduced on air and it will be possible to not only use
pre-recorded testimonials, but also to receive open-line questions where
available.  Frequent mention will be made of the SOLAR THERM(Trademark)
brand, and the immediate response from customers wanting the product can be
measured.

The Company plans to further develop its website at www.holmesherbs.com which
now provides information on SOLAR THERM(Trademark), other new products
selected by the Company and endorsed on the resident Homeopath's message board.
It has been indexed with search engines to target people looking for pain
relief.  Other search engine links, newsletter and e-mail marketing campaigns
will be introduced to solicit customers, as well as manufacturers and
retailers of products.

The Company is not required to purchase any inventory at this time, relying on
a twenty percent (20%) commission on all SOLAR THERM(Trademark) and other
product sales from its website.  If sufficient funding is obtained, the Company
may purchase inventory of SOLAR THERM(Trademark) and other products from
manufacturers principally in North American and the Orient.

<PAGE>

The Company does not anticipate being dependent upon one major or a few major
customers, as it will supply to the general public and retailers.

ITEM 2.   DESCRIPTION OF PROPERTY.

The Company's principal executive and administrative offices are temporarily
located at 4400 North Scottsdale Rd., #9-197, Scottsdale, Arizona 85251.  The
cost to the Company is $1,000 per month, including office, long distance
telephone calls and other miscellaneous secretarial, photocopying, and similar
services. The rental for 2003 is on a month-to-month basis.

The Company does not anticipate adding additional offices or warehouse space
in the next one-year period.

ITEM 3.   LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings and, to
the best of its knowledge, no such action by or against the Company has been
threatened.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the fourth quarter of the year ended December
31, 2002 to a vote of security holders, through the solicitation of
proxies or otherwise.


                         PART II


ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's common stock is not yet quoted on any market or quotation system
in the United States. Management has not undertaken any discussions,
preliminary or otherwise, with any prospective market maker concerning the
participation of such market maker in the after-market for the Company's
securities.

Market Price

The Registrant's Common Stock is not quoted at the present time.

The National Association of Securities Dealers, Inc. (the "NASD"), administers
the OTC Bulletin Board Exchange.  Management intends to apply to have the
Company's shares traded on the NASD OTC BB exchange during the next year.
However, there can be no assurances that the Company will qualify its
securities for listing on NASD OTC BB or some other national exchange, or be
able to maintain the maintenance criteria necessary to insure continued
listing.

Shareholders

As of December 31, 2002, there are 51 holders of the Company's Common Stock.

The Company issued 100,000 shares of Common Stock on December 31, 1998, 30,000
shares of Common Stock on November 12, 1999, 20,000 shares of Common Stock on
August 8, 2000, 15,000 shares of Common Stock on May 22, 2001, 10,000 shares
of Common Stock on July 31, 2001, and 12,000 shares of common stock on March

<PAGE>

28,2002. The Company also issued and sold 100,000 shares on March 23, 1999,
pursuant to a Rule 504 of Regulation D Offering promulgated under the
Securities Act.  These shares were issued for a price of  $0.10 per share
pursuant to an exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended  (the "Securities Act").

Dividends

Holmes Herbs has not paid any dividends on its common stock. The company
currently intends to retain any earnings for use in its business, and does not
anticipate paying cash dividends in the foreseeable future.

There are no outstanding options, warrants or other rights to acquire the
Company's stock.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This statement includes projections of future results and "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of
1933 as amended  (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934 as amended (the "Exchange Act").  All statements that are
included in this filing, other than statements of historical fact, are
forward-looking statements. Although Management believes that the expectations
reflected in these forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct.  Important
factors that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without limitation,
in conjunction with those forward-looking statements contained in this
Statement.

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, new management was appointed to facilitate the distribution
of a product line know as SOLAR THERM(Trademark).  John F. Metcalfe was
appointed President, Secretary and Director.  Mr. Metcalfe has a background in
business development and marketing.  A management agreement for two years
commencing January 1, 2002 has been signed with Mr. Metcalfe.  Compensation
for this appointment is limited to the issue of 50,000 common shares in the
Company, until such time as revenues warrant a salary.  This share
compensation has not yet been authorized or issued by the Company.

The Company also formed an advisory board to provide management with
information relating to herbal products and homeopathic advice.  Ms. Tisha
Creed was appointed to the advisory board.  She is both a certified Homeopath
and Nutritionist, and has experience in marketing herbal products. A
consulting agreement for two years commencing January 1, 2002 has been signed
with Ms. Creed.  Compensation for this position is limited to the issue of
25,000 common shares in the Company, until such time as revenues warrant a
salary.  This share compensation has not yet been authorized or issued by the
Company.

In January, 2002 the Company entered into a non-exclusive agreement to
distribute its initial product SOLAR THERM(Trademark).  The agreement grants
the

<PAGE>

Company the right to distribute the product in the United States, either
through its online store or through traditional retail outlets.

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
message board allowing customers to post questions for the Company's resident
Homeopath.

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.

Liquidity

The Company will have to raise additional capital in the next twelve months.
As of December 31, 2002, the Company had nominal working capital and results.
In order to satisfy the liquidity needs of the Company for the following
twelve months, the Company will be primarily dependent upon proceeds from the
sale of the Company's common stock and possible cash flow from operations.


Management believes the business should concentrate on financing its own
self-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.

The proceeds of any immediate funding received will finance the Company's
initial proposed business operations.  No provision has been made for
escrowing any of the funds received from any funding or subscriptions for
Company.  All funds received by the Company from such private placement
subscriptions will be immediately available to the Company for the purposes
set forth herein.

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.

<PAGE>

The Company has issued shares of its Common Stock from time to time in
the past to satisfy certain obligations and 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. 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.

ITEM 7.   FINANCIAL STATEMENTS.

The Audited Financial Statements as of December 31, 2002, attached hereto
as an exhibit.

<PAGE>

                          HOLMES HERBS, INC.

                    ( A DEVELOPMENT STAGE COMPANY )

                         FINANCIAL STATEMENTS

                DECEMBER 31, 2002 AND DECEMBER 31, 2001


<PAGE>

                           TABLE OF CONTENTS


                                                               Page Number
                                                               -----------

INDEPENDENT ACCOUNTANT'S REPORT..........................             1

FINANCIAL STATEMENT

     Balance Sheets......................................             2

     Statements of Operations and Deficit
       Accumulated During the Development Stage..........             3

     Statement of Changes in Stockholders' Equity........             4

     Statements of Cash Flows............................             5

     Notes to the Financial Statements...................             6-7





<PAGE>

David E. Coffey       6767 W. Tropicana Ave., Suite 216, Las Vegas, NV 89103
----------------------------------------------------------------------------
Certified Public Accountant        Phone (702) 871-3979  FAX (702) 871-6769


                      INDEPENDENT ACCOUNTANT'S REPORT



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


     I have audited the accompanying balance sheets of Holmes Herbs, Inc. (a
development stage company) as of December 31, 2002 and December 31, 2001 and
the related statements of operations, cash flows, and changes in stockholders'
equity for the years then ended, as well as the cumulative period from
December 3, 1998 (date of inception) to December 31, 2002.  These statements
are the responsibility of Holmes Herbs, Inc.'s management.  My responsibility
is to express an opinion on these financial statements based on my audit.

     I conducted my audit in accordance with generally accepted auditing
standards.  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 accompanying financial statements present fairly, in
all material respects, the financial position of Holmes Herbs, Inc. as of
December 31, 2002 and December 31, 2001 and the results of operations, cash
flows, and changes in stockholders' equity for the years then ended, as well
as the cumulative period from December 3, 1998, in conformity with generally
accepted accounting principles.

     The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  The Company has not generated
revenues from operations which raises substantial doubt about its ability
to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


/s/ DAVID E. COFFEY
David E. Coffey, C. P. A.
Las Vegas, Nevada
February 19, 2002


<PAGE>

HOLMES HERBS, INC.
( A DEVELOPMENT STAGE COMPANY )
BALANCE SHEETS

                                             December 31,       December 31,
                                                 2002               2001
ASSETS                                     --------------    ---------------

Cash                                       $          165    $        23,141
                                           --------------    ---------------
     Total Assets                          $          165    $        23,141
                                           ==============    ===============

LIABILITIES & STOCKHOLDERS' EQUITY

Accounts payable                           $        8,270    $         1,700
Notes payable                                      11,275                  0
Interest payable                                    1,001                  0
                                           --------------    ---------------
     Total Liabilities                             20,546              1,700

Stockholders' Equity
     Common stock, authorized
     50,000,000 shares at .001 par value,
     issued and outstanding 3,312,000
     shares and 3,300,000 shares,
     respectively, after giving effect
     to a 12 for 1 stock split effective
     December 14, 2001                              3,312              3,300
     Additional paid-in capital                    57,538             45,550
     Deficit accumulated during the
     development stage                            (81,231)           (27,409)
                                           --------------    ---------------
          Total Stockholders' Equity              (20,381)            21,441


     Total Liabilities and Stockholders'
     Equity                                $          165    $        23,141
                                           ==============    ===============

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

                                     -  2  -

<PAGE>

HOLMES HERBS, INC.
( A DEVELOPMENT STAGE COMPANY )
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
( With Cumulative Figures From Inception )

<TABLE>
<CAPTION>

                                         Year ending December 31,  From Inception,
                                                                   Dec. 3, 1998 to
                                             2002         2001     Dec. 31, 2002
                                        ------------   ------------   ------------
<S>                                     <C>            <C>            <C>
Income                                  $          0   $          0   $          0

Expenses
     Office and administrative expenses          251              0          4,060
     Professional fees                         9,000         17,000         32,000
     Consulting                               41,220              0         41,220
     Licenses and fees                         2,350            200          2,550
     Interest expense                          1,001              0          1,001
     Organizational costs                          0              0            400
                                        ------------   ------------   ------------
Total expenses                                53,822         17,200         81,231

Net loss                                     (53,822)       (17,200)  $    (81,231)
                                                                      ============

Retained earnings, beginning of period       (27,409)       (10,209)
                                        ------------   ------------
Deficit accumulated during the
development stage                       $    (81,231)  $    (27,409)
                                        ============   ============

Earnings ( loss ) per share, assuming
dilution, after giving effect to a
12 for 1 stock split effective
December 14, 2001:
Net loss                                $     (0.02)   $     (0.01)   $     (0.03)
                                        ============   ============   ============

Weighted average shares outstanding        3,310,000      3,108,000      2,813,878
                                        ============   ============   ============

</TABLE>
The accompanying notes are an integral part of
these financial statements.

                                      - 3 -

<PAGE>

HOLMES HERBS, INC.
( A DEVELOPMENT STAGE COMPANY )
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM DECEMBER 3, 1998  ( Date of Inception ) TO DECEMBER 31, 2002

<TABLE>
<CAPTION>

                                          Common Stock     Additional   Deficit accumul- Total
                                       Shares     Amount   Paid-in      ated during the
                                                           Capital      development
                                                                        stage
                                       ---------  -------  -----------  -------------  --------
<S>                                    <C>        <C>      <C>          <C>            <C>
                                                  $        $            $              $
Balance, December 3, 1998                  --       ---         ---           ---         ---

Issuance of common stock
for cash, Dec. 31, 1998                  100,000      100            0              0       100

Less net loss                                  0        0            0           (400)     (400)
                                       ---------  -------  -----------  -------------  --------
Balance, December 31, 1998               100,000  $   100  $         0  $        (400) $   (300)

Issuance of common stock
for cash, March 23, 1999                 100,000      100        9,900              0    10,000
          November 10, 1999               30,000       30        2,970              0     3,000

Less offering costs                            0        0       (9,250)             0    (9,250)

Less net loss                                  0        0            0         (3,809)   (3,809)
                                       ---------  -------  -----------  -------------  --------
Balance, December 31, 1999               230,000      230        3,620         (4,209)     (359)

Issuance of common stock
for cash, August 24, 2000                 20,000       20       19,980              0    20,000

Less net loss                                  0        0            0         (6,000)   (6,000)
                                       ---------  -------  -----------  -------------  --------
Balance, December 31, 2000               250,000      250       23,600        (10,209)   13,641

Issuance of common stock
for cash, May 22, 2001                    15,000       15       14,985              0    15,000
          July 31, 2001                   10,000       10        9,990              0    10,000

Stock split 12 for 1, effective
December 14, 2001                      3,025,000    3,025       (3,025)             0         0

Less net loss                                  0        0            0        (17,200)  (17,200)
                                       ---------  -------  -----------  -------------  --------
Balance, December 31, 2001             3,300,000  $ 3,300  $    45,550  $     (27,409) $ 21,441

Issuance of common stock
for services, March 28, 2002              12,000       12       11,988              0    12,000

Less net loss                                  0        0            0        (53,822)  (53,822)
                                       ---------  -------  -----------  -------------  --------
Balance, December 31, 2002             3,312,000  $ 3,312  $    57,538  $     (81,231) $(20,381)
                                       =========  =======  ===========  =============  ========

</TABLE>
The accompanying notes are an integral part of these financial statements.
                                     - 4 -


<PAGE>
HOLMES HERBS, INC.
( A DEVELOPMENT STAGE COMPANY )
STATEMENTS OF CASH FLOWS
( With Cumulative Figures From Inception )

<TABLE>
<CAPTION>
                                         Year ending December 31,  From Inception,
                                                                   Dec. 3, 1998 to
                                             2002          2001      Dec. 31, 2002
                                        ------------   ------------   ------------
<S>                                     <C>            <C>            <C>
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES
Net Loss                                $    (53,822)  $    (17,200)  $    (81,231)
Non-cash items included in net loss
Adjustments to reconcile net loss to
   cash used by operating activity
     Accounts payable increase (decrease)      6,570         (4,700)         8,270
     Note payable increase                    11,275              0         11,275
     Interest payable increase                 1,001              0          1,001
     Issuance of stock for services           12,000              0         12,000
                                        ------------   ------------   ------------
          NET CASH PROVIDED BY
          OPERATING ACTIVITIES               (22,976)       (21,900)       (48,686)

CASH FLOWS FROM INVESTING ACTIVITIES               0              0              0

CASH FLOWS FROM FINANCING ACTIVITIES
     Sale of common stock                          0          3,050          3,300
     Paid-in capital                               0         21,950         54,800
     Less offering costs                           0              0         (9,250)
                                        ------------   ------------   ------------
          NET CASH PROVIDED BY
          FINANCING ACTIVITIES                     0         25,000         48,850

          NET INCREASE (DECREASE)
          IN CASH                            (22,976)         3,100   $        165
                                                                      ============
CASH AT BEGINNING OF PERIOD                   23,141         20,041
                                        ------------   ------------
          CASH AT END OF PERIOD         $        165   $     23,141
                                        ============   ============
SUPPLEMENTAL INFORMATION:
                                                       Common Stock   Paid-in Capital
     Common Stock sold for cash                        $      3,300   $     45,550
     Common Stock issued for services                            12         11,988
                                                       ------------   ------------

        Common Stock totals in the Balance Sheet       $      3,312   $     57,538
                                                       ============   ============

</TABLE>
The accompanying notes are an integral part of
these financial statements.

                                  - 5 -

<PAGE>

HOLMES HERBS, INC.
( A DEVELOPMENT STAGE COMPANY )
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND DECEMBER 31, 2001

NOTE A    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          The Company was incorporated on December 3, 1998, under the laws of
          the State of Nevada.  The business purpose of the Company is to
          procure and resell herbal remedies.

          The Company will adopt accounting policies and procedures based upon
          the nature of future transactions.

NOTE B    OFFERING COSTS

          Offering costs were deducted from the proceeds of the offering.

NOTE C    EARNINGS (LOSS) PER SHARE

          Basic EPS is determined using net income divided by the weighted
          average shares outstanding during the period.  Diluted EPS is
          computed by dividing net income by the weighted average shares
          outstanding, assuming all dilutive potential common shares were
          issued.  Since the Company has no common shares that are potentially
          issuable, such as stock options, convertible securities or warrants,
          basic and diluted EPS are the same.

NOTE D    COMMON STOCK SALES

          On March 23, 1999, the Company completed the sale of 100,000 shares
          of its common stock at $.10 per share for total proceeds of
          $10,000.  The net proceeds were to be used for working capital and
          marketing of herbal remedies.

          On November 10, 1999, the Company sold by private placement 30,000
          shares of its common stock at $.10 per share for a total of $3,000.
          The proceeds were used for working capital.

          On August 24, 2000, the Company completed a private placement
          offering and sold 20,000 shares of its common stock at $1.00 per
          share for a total of $20,000.  The proceeds were to be used to
          purchase and resell herbal remedies and for working capital.

          On May 22, 2001, the Company sold 15,000 shares of its common
          stock at $1.00 per share for a total of $15,000.  The proceeds
          were used for working capital.

          On July 31, 2001, the Company sold 10,000 shares of its common
          stock at $1.00 per share for a total of $10,000.  The proceeds
          were used to retire debt.

                                      - 6 -

<PAGE>

HOLMES HERBS, INC.
( A DEVELOPMENT STAGE COMPANY )
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND DECEMBER 31, 2001
(continued)

NOTE D   COMMON STOCK SALES (continued)

         All of the above shares were issued pursuant to an exemption from
         registration requirements under Section 4 (2) of the Securities Act.

NOTE E   COMMON STOCK SPLIT

         On December 14, 2001 the Company approved a split of its common stock
         at a ratio of 12 for 1 at $.001 par value.  The 275,000 shares
         outstanding at $.001 par value increased to 3,300,000 shares at $.001
         par value issued and outstanding.  The number of shares of common
         stock authorized was unchanged at 50,000,000 shares with a par value
         of $.001 per share.

NOTE F   COMMON STOCK ISSUES FOR SERVICES

         On March 28, 2002, the Company issued 12,000 shares of its common
         stock to two vendors for services valued at $1 per share, a total
         of $12,000.

NOTE G   NOTES PAYABLE

         On February 1, 2002, the Company borrowed $10,000 on an unsecured
         promissory note, payable on demand, plus interest at the rate of
         10% per annum.  The proceeds were used for working capital.

         On May 21, 2002, the Company borrowed $1,000 on an unsecured
         promissory note, payable on demand, plus interest at the rate
         of 10% per annum.  The proceeds were used for working capital.

         On October 10, 2002, the Company borrowed $275 on an unsecured
         promissory note, payable on demand, plus interest at the rate
         of 10% per annum.  The proceeds were used for working capital.

NOTE H   GOING CONCERN

         The Company's financial statements are prepared using generally
         accepted accounting principles applicable to a going concern,
         which contemplates realization of assets and liquidation of
         liabilities in the normal course of business.  However, the
         Company has not generated any revenues from its planned
         principal operations through December 31, 2002.  Without
         realization of additional capital, it would be unlikely for the
         Company to continue as a going concern.


                                - 7 -










                                   - 7 -

<PAGE>

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

Since the inception of Holmes Herbs, Inc. on December 3, 1998, the principal
independent accountant for the Company has neither resigned nor been
dismissed.


                                  PART III


ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The members of the Board of Directors of the Company serve until the next
annual meeting of the stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.

There are no agreements for any officer or director to resign at the request
of any other person, and none of the officers or directors named below are
acting on behalf of, or at the direction of, any other person.

The Company's officers and directors will devote their time to the business on
an "as-needed" basis, which is expected to require 20-40 hours per month.

Information as to the directors and executive officers of the Company is as
follows:

Name/Address             Age    Position

John F. Metcalfe          52    President, Secretary,
                                Treasurer and Director

John F. Metcalfe; President, Secretary, Treasurer and Director

Mr. Metcalfe has been the President, Secretary, Treasurer and Director of the
Company since January 1, 2002. Mr. Metcalfe has a background in business
development and marketing. He spent five years with Moore Corporation, the
world's largest designer and supplier of business forms and related office
solutions where he held positions including Director of Marketing and
Consulting Services. In addition, John has served as President and a Director
of an anti-virus software company with proprietary software.

The Company does not have an audit committee financial expert serving on its
audit committee because the Company does not yet have any significant revenue
and there are no complex accounting issues to be dealt with in its financial
statements.

<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

A management agreement for two years commencing January 1, 2002 has been
signed with John F. Metcalfe.  Consideration for this appointment is limited
to the issue of 50,000 common shares in the Company, until such time as
revenues warrant a salary.

No other compensation has been paid to any officer and/or director for his
services rendered to the Company, nor has any received such compensation in
the past.

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.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

There are no persons known to the Company, as of March 31, 2002, to be a
beneficial owner of five percent (5%) or more of the Company's common stock.


Title of    Name and Address       Amount & Nature     Percent of
Class       of Beneficial Owner    of Beneficial Owner  Class
---------------------------------------------------------------

Common     John F. Metcalfe(1)     50,000               1.5%
           72 Blackdome Cres.
	   Kanata, Ontario  K2T1B1


Common     Officers and Directors  50,000               1.5%
           Of the Company as a
           Group (1 Person)
-----------------------------------------------------------------



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There have been no material transactions in the past two years or proposed
transactions to which the Company has been or is proposed to be a party in
which any officer, director, nominee for officer or director, or security
holder of more than 5% of the Company's outstanding securities is involved.

The Company has no promoters. There have been no transactions that have
benefited or will benefit its officers or directors either directly or
indirectly.


ITEM 13.  EXHIBITS.


EXHIBITS

No.  Description
---  -----------
3.0  The exhibit consisting of the Company's Articles of Incorporation is
     attached to the Company's Form 10-SB, filed on July 24, 2000. This
     exhibit is incorporated by reference to that Form.

3.1  The exhibit consisting of the Company's Bylaws is attached to the
     Company's Form 10-SB, filed on July 24, 2000.  This exhibit is
     incorporated by reference to that Form.



<PAGE>

                                   SIGNATURES

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


Holmes Herbs, Inc.




By: /s/ John F. Metcalfe
President and sole director
Date:   August 15, 2003

<PAGE>

                CERTIFICATION PURSUANT TO SECTION 302
                  OF THE SARBANES-OXLEY ACT OF 2002

I, John F. Metcalfe, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Holmes Herbs Inc.
for the year ended December 31, 2002;

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

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

4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

a)  designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;

b)  evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

c)  presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

a)  all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and

b)  any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6.  The registrant's other certifying officers and I have indicated
in this annual report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


Date: December 31, 2002


/s/ JOHN F. METCALFE
_______________________
John F. Metcalfe,
President


<PAGE>

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)

In connection with the Annual Report of Holmes Herbs, Inc., a Nevada
corporation (the "Company"), on Form 10-KSB for the year ending
December 31, 2002, as filed with the Securities and Exchange Commission (the
"Report"), I, John Metcalfe, President and Chief Financial Officer of the
Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. Section 1350), that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.

/s/ John Metcalfe
-----------------
By: John Metcalfe,
President and Chief Financial Officer