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


                           FORM 10-KSB


                            (mark one)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
               For the year ended December 31, 2003

                               OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
               For the transition period from           to


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

                               Nevada
           (State or other jurisdiction of incorporation)

           000-31129                      88-0412635
      (Commission File No.)            (IRS Employer ID)


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

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

Securities registered under Section 12(g) of the Exchange Act: Common stock,
no par value

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 [X] No [  ]

Issuer's revenue during the year ended December 31, 2003: nil

As of December 31, 2003, 3,312,000 shares of Common Stock were 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, 2003:  N/A

<PAGE>

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

Transitional Small Business Disclosure Format (Check one):
Yes [ ]  No [X]


                                  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(tm) 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.

<PAGE>

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.

SOLAR THERM(tm)

The Company has entered into an agreement dated January 1, 2002, to distribute
its initial product SOLAR THERM(tm).  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(tm) as its sole source of revenue.

Because SOLAR THERM(tm) 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(tm)
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(tm) 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(tm)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(tm), doctors and physical therapists have long recommended Far
Infra-Red lamps and thermal systems to relieve a variety of problems.  SOLAR
THERM(tm) 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(tm) Product Line

The SOLAR THERM(tm) 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

<PAGE>

developed various ceramic formulations to protect the space shuttles. NASA
workers noticed the health benefits while working with ceramic dust. SOLAR
THERM(tm)'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(tm) product line is extensive and contains over twenty
different products for various parts of the body. A sample of SOLAR THERM(tm)
products includes:

SOLAR THERM(tm) T-Shirt for the upper body.
SOLAR THERM(tm) Gloves for hands.
SOLAR THERM(tm) Arm Bands for the forearm, elbow or bicep.
SOLAR THERM(tm) Leg Bands for the calf, knee or quads.
SOLAR THERM(tm) 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:

* establish an audience for its products through its free homeopathic advice
  found on the message board and in the online newsletter;
* create a customer base through establishing links and to its web site;
* expand its customer base through Radio advertising and an "800" telephone
  ordering system;
* 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(tm) 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(tm), 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(tm) and other product
sales from its website.  If

<PAGE>

sufficient funding is obtained, the Company may purchase inventory of SOLAR
THERM(tm) and other products from manufacturers principally in North American
and the Orient.

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, 2003 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, 2003, there are 51 holders of the Company's Common Stock.

<PAGE>

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
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 DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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(tm).  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
Nutritionalist, 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(tm).  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, 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

<PAGE>

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, 2003, 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 entered into a Convertible Debenture Agreement dated September 29,
2003 providing the Company with up to $100,000 in working capital financing.
The loan bears interest at 10% per annum and is convertible to common stock
in the Company at a value of $0.50 per share.

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.

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.

<PAGE>

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

Except for historical information contained herein, this Form 10-QSB 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 intend
that such forward-looking statements be subject to the safe harbors created
thereby.  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-QSB.

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.

ITEM 7.   FINANCIAL STATEMENTS

The Audited Financial Statements as of December 31, 2003, are attached hereto
as an exhibit.

<PAGE>

                          HOLMES HERBS, INC.

                    ( A DEVELOPMENT STAGE COMPANY )

                         FINANCIAL STATEMENTS

                DECEMBER 31, 2003 AND DECEMBER 31, 2002


<PAGE>

                           TABLE OF CONTENTS


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

INDEPENDENT AUDITOR'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...................             6-8





<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 AUDITOR'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, 2003 and December 31, 2002 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, 2003.  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 auditing standards generally
accepted in the United States of America.  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
audits provide 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, 2003 and December 31, 2002 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 accounting
principles generally accepted in the United States of America.

     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
March 15, 2004


<PAGE>

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

                                             December 31,       December 31,
                                                 2003               2002
ASSETS                                     --------------    ---------------

Cash                                       $          280    $           165
                                           --------------    ---------------
     Total Assets                          $          280    $           165
                                           ==============    ===============

LIABILITIES & STOCKHOLDERS' EQUITY

Accounts payable                           $        6,420    $         8,270
Notes payable                                      13,775             11,275
Interest payable                                    2,317              1,001
                                           --------------    ---------------
     Total Liabilities                             22,512             20,546

Stockholders' Equity
     Common stock, authorized
     50,000,000 shares at .001 par value,
     issued and outstanding 3,362,000
     shares and 3,312,000 shares,
     respectively, after giving effect
     to a 12 for 1 stock split effective
     December 14, 2001                              3,362              3,312
     Additional paid-in capital                    69,988             57,538
     Deficit accumulated during the
     development stage                            (95,582)           (81,231)
                                           --------------    ---------------
          Total Stockholders' Equity              (22,232)           (20,381)


     Total Liabilities and Stockholders'
     Equity                                $          280    $           165
                                           ==============    ===============

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>

                                  Twelve months ending December 31,   From Inception,
                                                                      Dec. 3, 1998 to
                                             2003          2002       Dec. 31, 2003
                                        ------------   ------------   ------------
<S>                                     <C>            <C>            <C>
Income                                  $          0   $          0   $          0

Expenses
     Office and administrative expenses          294            251          4,354
     Professional fees                         8,125          9,000         40,125
     Consulting                                  225         41,220         41,445
     Service fees                              1,890              0          1,890
     Licenses and fees                           751          2,350          3,301
     Website expenses                          1,750              0          1,750
     Interest expense                          1,316          1,001          2,317
     Organizational costs                          0              0            400
                                        ------------   ------------   ------------
Total expenses                                14,351         53,822         95,582

Net loss                                     (14,351)       (53,822)  $    (95,582)
                                                                      ============

Retained earnings, beginning of period       (81,231)       (27,409)
                                        ------------   ------------
Deficit accumulated during the
development stage                       $    (95,582)  $    (81,231)
                                        ============   ============

Earnings ( loss ) per share, assuming
dilution, after giving effect to a
12 for 1 stock split effective
December 14, 2001:
Net loss                                $      0.00    $     (0.02)   $     (0.03)
                                        ============   ============   ============

Weighted average shares outstanding        3,362,000      3,310,000      2,921,705
                                        ============   ============   ============

</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, 2003

<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)

Issuance of common stock for
cash, January 27, 2003                    50,000       50       12,450              0    12,500
Less net loss                                  0        0            0        (14,351)  (14,351)
                                       ---------  -------  -----------  -------------  --------
Balance, December 31, 2003             3,362,000  $ 3,362  $    69,988  $     (95,582) $(22,232)
                                       =========  =======  ===========  =============  ========

</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>
                                 Twelve months ending December 31,    From Inception,
                                                                      Dec. 3, 1998 to
                                             2003          2002       Dec. 31, 2003
                                        ------------   ------------   ------------
<S>                                     <C>            <C>            <C>
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES
Net Loss                                $    (14,351)  $    (53,822)  $    (95,582)
Non-cash items included in net loss
Adjustments to reconcile net loss to
   cash used by operating activity
     Accounts payable increase (decrease)     (1,850)         6,570          6,420
     Note payable increase                     2,500         11,275         13,775
     Interest payable increase                 1,316          1,001          2,317
     Issuance of stock for services                0         12,000         12,000
                                        ------------   ------------   ------------
          NET CASH PROVIDED BY
          OPERATING ACTIVITIES               (12,385)       (22,976)       (61,070)

CASH FLOWS FROM INVESTING ACTIVITIES               0              0              0

CASH FLOWS FROM FINANCING ACTIVITIES
     Sale of common stock                         50              0          3,350
     Paid-in capital                          12,450              0         67,250
     Less offering costs                           0              0         (9,250)
                                        ------------   ------------   ------------
          NET CASH PROVIDED BY
          FINANCING ACTIVITIES                12,500              0         61,350

          NET INCREASE (DECREASE)
          IN CASH                                115        (22,976)  $        280
                                                                      ============
CASH AT BEGINNING OF PERIOD                      165         23,141
                                        ------------   ------------
          CASH AT END OF PERIOD         $        280   $        165
                                        ============   ============
SUPPLEMENTAL INFORMATION:
                                                       Common Stock   Paid-in Capital
     Common Stock sold for cash                        $      3,350   $     58,000
     Common Stock issued for services                            12         11,988
                                                       ------------   ------------

        Common Stock totals in the Balance Sheet       $      3,362   $     69,988
                                                       ============   ============

</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, 2003 AND DECEMBER 31, 2002

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, 2003 AND DECEMBER 31, 2002
(continued)

NOTE D   COMMON STOCK SALES (continued)

         On January 27,2003, the Company sold 50,000 shares of common stock
         at $.25 per share for a total of $12,500.  The proceeds were used
         for working capital.

         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.  275,000 shares
         outstanding at $.001 par increased to 3,300,000 shares at $.001
         par value issued and outstanding.  The shares of common stock
         authorized remained 50,000,000 shares at $.001 par.

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
         note, payable on demand, plus interest at 10% per annum, used
         for working capital.  On May 21, 2002, the Company borrowed
         $1,000 on an unsecured note, payable on demand, plus interest at
         10% per annum, used for working capital. On October 10, 2002,
         the Company borrowed $275 on an unsecured note, payable on demand,
         with interest at 10% per annum, used for working capital.  On
         September 3, 2003 the Company borrowed $750 on an unsecured note
         payable on demand, plus interest at 10% per annum, used for
         working capital.

NOTE H   CONVERTIBLE DEBENTURE AGREEMENT

         On September 29, 2003 the Company entered into an agreement with
         the holder of its existing notes payable that the Company may
         borrow up to $100,000 at 10%, compounded annually.  Any unpaid
         principal and interest at September 29, 2005 is convertible to
         the Company's common stock at $.50 per share.  The unpaid
         principal subject to the terms of the agreement as of December
         31, 2003 was $13,775 and the accrued interest was $2,316.


                                - 7 -

<PAGE>

HOLMES HERBS, INC.
( A DEVELOPMENT STAGE COMPANY )
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND DECEMBER 31, 2002
(continued)

NOTE I   GOING CONCERN

         The Company's financial statements are prepared using accounting
         principles generally accepted in the United States of America
         and 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 September 30, 2003.  Without realization of additional
         capital, it would be unlikely for the Company to continue as a
         going concern.


























                                - 8 -

<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.

ITEM 8A. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's filings
under the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the periods specified in the rules and forms of the
Securities and Exchange Commission.  Such information is accumulated and
communicated to the Company's management, including its Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. The Company's management, including the Chief
Executive Officer and the Chief Financial Officer, recognizes that any set of
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives.

Within 90 days prior to the filing date of this annual report on Form 10KSB,
the Company has carried out an evaluation, under the supervision and with the
participation of the Company's

<PAGE>

management, including the Company's Chief Executive officer and the Company's
Chief Financial Officer, of  the effectiveness of  the design  and  operation
of the Company's disclosure  controls and procedures.  Based on such evaluation,
the Company's Chief Executive Officer and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective.


                                  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.

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.

<PAGE>

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.

Currently there are no agreements or understanding for any officer or director
to resign at the request of another person and that none of the officers or
directors are acting on behalf of or will act at the direction of any other
person.

The Company does not have an audit committee financial expert serving on its
audit committee.  The Company's does not have any revenue from operations and
as a result its financial accounting issues have been streamlined and
simplified.  As the Company generates revenue in the future, it intends to
identify and appoint a financial expert to serve on its audit committee.

The Company has not adopted a code of ethics applicable to principal executive
officers.  The current President has been an executive officer of the Company
for more than two (2) years.  As new executive officers are appointed in the
future, the Company intends to adopt a code of ethics and post the same on its
website.

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

There are no persons known to the Company, as of December 31, 2003, 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%




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.

<PAGE>

ITEM 13.  EXHIBITS

EXHIBITS

1.   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.

2.   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.

3.     The consent of the auditor is attached.

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, hereunto duly authorized.

Holmes Herbs, Inc.


/s/ John F. Metcalfe
----------------------
By:  John F. Metcalfe
President and Director

<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, 2003;

2.  Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report.

4.  The registrant's other certifying offering 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 we 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 quarterly 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 quarterly report (the
"Evaluation  Date");  and c) presented in this quarterly 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 function): 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
quarterly report whether or not 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, 2003.


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

<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 Rival Technologies, Inc., a British
Columbia corporation (the "Company"), on Form 10-KSB for the year ending
December 31, 2003, as filed with the Securities and Exchange Commission
(the "Report"), I, , 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 F.  Metcalfe
---------------------
By:  John F. Metcalfe
President and Chief Financial Officer