SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549

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


For the year ended December 31, 2001
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, 2001:  $0

As of December 31, 2001, the registrant had 3,300,000 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,
2001:     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") is a Nevada company formed under the laws
of the State of Nevada December 3,1998 to engage in the development of a
business in wholesale herbal remedies in the US. 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, and has commenced
corporate strategic planning regarding potential viable operations. The
Company current address is 4400 North Scottsdale Road, #9-197, Scottsdale,
Arizona. It has no subsidiaries and no affiliated companies.

Business of Issuer

The Company is engaged in distribution of herbal and homeopathic products,
beginning with e-commerce transactions and then expanding through retail
outlets in the Southwestern USA. The demand for herbal products is increasing,
as the aging population has a growing interest in homeopathic remedies to heal
ailments. To attract customers, the Company will initially rely on e-commerce
through its web site, which will subsequently be supplemented by radio
advertisements to implement its marketing objectives. The web site features
homeopathic informational content, including a message board section with the
Company's resident Homeopath.  It also offers the consumer the ability to
place a secure order. Other than the design of its website, the Company has no
intellectual property rights.

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  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 homeopathic 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. While the Company believes that it can compete effectively, many
competitors have substantially greater resources and well recognized business
names. However, the Company believes the uniqueness of its products and
personalized service will attract customers.

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

<PAGE>

outlets.  The term of the agreement is for 5 years.  A copy of the agreement
is attached hereto as an addendum.

Holmes Herbs Inc. is the first distributor of SOLAR THERM(Trademark) in the
United States, and will spend the first year of the agreement evaluating sales
to determine if a more exclusive agreement is desired.  The Company also
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) believes that clinical tests show thermal wraps relieve
pain from:

o    Arthritis or rheumatism
o    Knee pain
o    Circulatory problems
o    Sports injuries
o    Carpal tunnel syndrome
o    Varicose veins
o    Lower back pain
o    Leg cramps
o    Numbness of extremities

<PAGE>

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.

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 with Short Sleeves: clinical tests have shown
that SOLAR THERM(Trademark) products can relieve pain associated with many
ailments such as arthritis, circulatory problems and carpel tunnel syndrome.

SOLAR THERM(Trademark) Glove: used for arthritis, stiffness and swelling of
hands and fingers. Perfect for problems due to poor circulation.

SOLAR THERM(Trademark) Arm Bands: arm sleeve extending above and below the
elbow.

SOLAR THERM(Trademark) Calf Band: infrared sleeve for painful, swollen calves,
leg cramps and varicose veins.

SOLAR THERM(Trademark) Shoulder Wrap: for pain and inflammation of shoulders,
lower neck, upper back.

MARKETING STRATEGY

The Company intends to engage in e-commerce initially, and to subsequently
expand its operations to include the distribution of herbal and homeopathic
products. The Company expects to attract customers via various Internet search
engines, and through radio advertisements. There is, however, no guarantee
that the Company's web site will succeed in attracting customers or that its
marketing strategies will succeed.

The Company's marketing strategy is to

    i.  Establish and expand a clientele initially through
        its web site;
   ii.  Establish links from its web sites to search engine
        sites;
  iii.  Expand its clientele through radio advertisements;
        and
   iv.  Acquire or establish relationships with major
        manufacturers, businesses, companies, or
        technologies.

An important feature of the web site will be 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 (free) 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 will be
introduced on air and it will be possible to not only use pre-recorded

<PAGE>

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 is developing an e-commerce website at www.holmesherbs.com, that
will provide information on SOLAR THERM(Trademark) material and the resident
Homeopath's message board.  It will be indexed with search engines to target
people looking for pain relief. Other search engine links and e-mail marketing
campaigns will be introduced to solicit customers, as well as manufacturers
and retailers of products.

The Company also intends to utilize direct mailing and e-mail to solicit
manufacturers and retailers of products. To date, SOLAR THERM(Trademark) is
the only distribution contract executed.

The Company is not required to purchase any inventory at this time, relying on
a twenty percent (20%) commission on all SOLAR THERM(Trademark) 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.  Orders are filled directly by
SOLAR THERM(Trademark), allowing the Company to maintain a low overhead.

The Company has no employees at this time outside of management, and intends
to contract out most sales and e-commerce operations until sales warrant the
hiring of employees.

The Company does not anticipate being dependent upon one major or a few major
customers, as it will supply to the general public and herbal 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 2002 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 such matters were submitted during the most recent quarter.

<PAGE>

                         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, 2001, there are 47 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 24, 2000, 15,000 shares of Common Stock on May 22, 2001, and 10,000
shares of Common Stock on July 31, 2001. 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. Our 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

<PAGE>

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 homeopathic products,
beginning with e-commerce transactions and then with plans to expand through
retail outlets in the Southwestern 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.  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.

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.  Consideration for this position is limited to the issue of
25,000 common shares in the Company, until such time as revenues warrant a
salary.

In January, 2002 the Company entered into a non-exclusive agreement to
distribute its initial product SOLAR THERM(Trademark).  The agreement grants
the Company the right to distribute the product in the United States, either
through its online store or through traditional retail outlets.

In February, 2002 the Company entered into an agreement to build and maintain
a commercial website at www.holmesherbs.com. This website will include 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.

Additional funding through debt or private placement will be necessary to
enable the Company to market SOLAR THERM(Trademark) and other products and to
secure contracts with suppliers and buyers of the products.

Liquidity

The Company will have to raise additional capital in the next twelve months.
As of December 31, 2001, 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.

The Company has only engaged in limited activity as of the date of this plan
of operation. Management therefore 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

<PAGE>

capital in a timely manner, its subsequent focus will be to expand as a
distributor of herbal and homeopathic products in the Southwestern US.

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.  The Company believes it will need to raise additional funds
in order to maintain its operations, and its continued operations will
therefore depend upon its ability to raise additional funds through bank
borrowings, equity or debt financing.  There is no assurance that the Company
will be able to obtain additional funding when needed, or that such funding,
if available, can be obtained on terms acceptable to the Company.  If the
Company cannot obtain needed funds, it may be forced to curtail or cease its
activities.

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.

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, 2001.

<PAGE>

                          HOLMES HERBS, INC.

                    ( A DEVELOPMENT STAGE COMPANY )

                         FINANCIAL STATEMENTS

                DECEMBER 31, 2001 AND DECEMBER 31, 2000


<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           3651 Lindell Road, Suite I, 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, 2001 and December 31, 2000 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, 2001.  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, 2001 and December 31, 2000 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.



David E. Coffey, C. P. A.
Las Vegas, Nevada
February 20, 2002


<PAGE>

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

                                             December 31,       December 31,
                                                 2001               2000
ASSETS                                     --------------    ---------------

Cash                                       $       23,141    $        20,041
                                           --------------    ---------------
     Total Assets                          $       23,141    $        20,041
                                           ==============    ===============

LIABILITIES & STOCKHOLDERS' EQUITY

Accounts payable                           $        1,700    $         6,400
                                           --------------    ---------------
     Total Liabilities                              1,700              6,400

Stockholders' Equity
     Common stock, authorized
     50,000,000 shares at .001 par value,
     issued and outstanding 3,300,000
     shares and 250,000 shares,
     respectively, after giving effect
     to a 12 for 1 stock split effective
     December 14, 2001                              3,300                250
     Additional paid-in capital                    45,550             23,600
     Deficit accumulated during the
     development stage                            (27,409)           (10,209)
                                           --------------    ---------------
          Total Stockholders' Equity               21,441             13,641


     Total Liabilities and Stockholders'
     Equity                                $       23,141    $        20,041
                                           ==============    ===============

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
                                             2001          2000      Dec. 31, 2001
                                        ------------   ------------   ------------
<S>                                     <C>            <C>            <C>
Income                                  $          0   $          0   $          0

Expenses
     Office and administrative expenses            0              0          3,809
     Professional fees                        17,000          6,000         23,000
     Licenses and fees                           200              0            200
     Organizational costs                          0              0            400
                                        ------------   ------------   ------------
Total expenses                                17,200          6,000         27,409

Net loss                                     (17,200)        (6,000)  $    (27,409)
                                                                      ============

Retained earnings, beginning of period       (10,209)        (4,209)
                                        ------------   ------------
Deficit accumulated during the
development stage                       $    (27,409)  $    (10,209)
                                        ============   ============

Earnings ( loss ) per share, assuming
dilution, after giving effect to a
12 for 1 stock split effective
December 14, 2001:
Net loss                                $     (0.03)   $     (0.03)   $     (0.09)
                                        ============   ============   ============

Weighted average shares outstanding          517,083        236,667        302,838
                                        ============   ============   ============

</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, 2001

<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

Issuance of common stock
for cash,  Nov. 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

Issuance of common stock
for cash, 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
                                       =========  =======  ===========  =============  ========

</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
                                             2001          2000      Dec. 31, 2001
                                        ------------   ------------   ------------
<S>                                     <C>            <C>            <C>
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES
Net Loss                                $    (17,200)  $     (6,000)  $    (27,409)
Non-cash items included in net loss
Adjustments to reconcile net loss to
   cash used by operating activity
     Accounts payable                         (4,700)         6,000          1,700
                                        ------------   ------------   ------------
          NET CASH PROVIDED BY
          OPERATING ACTIVITIES               (21,900)             0        (25,709)

CASH FLOWS FROM INVESTING ACTIVITIES               0              0              0

CASH FLOWS FROM FINANCING ACTIVITIES
     Sale of common stock                      3,050             20          3,300
     Paid-in capital                          21,950         19,980         54,800
     Less offering costs                           0              0         (9,250)
                                        ------------   ------------   ------------
          NET CASH PROVIDED BY
          FINANCING ACTIVITIES                25,000         20,000         48,850

          NET INCREASE IN CASH                 3,100         20,000   $     23,141
                                                                      ============
CASH AT BEGINNING OF PERIOD                   20,041             41
                                        ------------   ------------
          CASH AT END OF PERIOD         $     23,141   $     20,041
                                        ============   ============

</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, 2001 AND DECEMBER 31, 2000

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 public
          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 ISSUES

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

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


                                      - 6 -

<PAGE>

HOLMES HERBS, INC.
( A DEVELOPMENT STAGE COMPANY )
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND DECEMBER 31, 2000
(continued)

NOTE D   COMMON STOCK ISSUES (continued)

         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 to be
         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 to be
         used for retirement of debt.

         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.










                                   - 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.

<PAGE>

                                  PART III


ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

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.


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.

                   SUMMARY COMPENSATION TABLE
=================================================================
|  Name and         |          |   Long Term Compensation       |
|  Principal        |          |          Awards                |
|  Position         |   Year   |    Restricted Stock Awards     |
=================================================================
|  John Metcalfe    |    2002  |       $50.00                   |
|  President        |          |                                |
-----------------------------------------------------------------

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)
-----------------------------------------------------------------

<PAGE>

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.

10.0 The Distribution Agreement dated January 1, 2002 with NMC Inc.
     relating to SOLAR THERM(Trademark) is included herein.

10.1 The Company's employment (management) agreement with its sole
     officer and director is included herein.

<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:   March 31, 2002