UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Securities~~April ~~Exchange~~9, ~~Act of 1934~~2008

Date of Report (Date of earliest event reported)

~~August~~HOLMES 12BIOPHARMA, ~~2004~~INC.

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

Nevada (~~Exact~~State ~~name~~or other jurisdiction of ~~registrant~~incorporation asor ~~specified~~organization) in000-31129 ~~its~~Commission ~~charter~~File No. 88-0412635 (IRS Employer Identification No.)

Nevada	000-31129	88-0412635
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer ID)

8655 East Via De Ventura, Suite G-200, Scottsdale, Arizona 85258

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

~~(Address of principal executive offices and Zip Code)~~866-694-2803

(~~480)~~Issuer's ~~205-6273~~telephone number)

~~(Registrant's~~[ ] Written ~~telephone~~communications pursuant ~~number,~~to ~~including~~Rule ~~area~~425 ~~code~~under the Securities Act (17 CFR 230.425)

~~ITEM~~[ ] Soliciting 1.material ~~CHANGE~~pursuant to INRule ~~CONTROL~~14a-12 OFunder ~~THE~~the ~~REGISTRANT~~Exchange Act (17 CFR 240.14a-12)

~~Not~~[ ] Pre-commencement ~~applicable~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~ITEM~~[ ] Pre-commencement 2.communications ~~ACQUISITION~~pursuant ORto ~~DISPOSITION~~Rule OF13e-4(c) ~~ASSETS~~under the Exchange Act (17 CFR 240.13e-4(c))

~~Not~~SECTION ~~applicable.~~4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

~~ITEM~~Item 34.02 ~~BANKRUPTCY~~Non-reliance ORon ~~RECEIVERSHIP~~Previously Issued Financial Statements or a Related Audit Report or

~~Not~~ Completed ~~applicable.~~Interim Review

~~ITEM~~In 4connection with our audit for the year ended December 31, 2007 management of Holmes Biopharma, Inc. ~~CHANGES~~(“Holmes”) INdiscovered ~~REGISTRANT'S~~that ~~CERTIFYING~~certain equity ~~ACCOUNTANTS~~transactions had been recorded improperly and an error in the calculation of the beneficial conversion features on a convertible debenture for the year ended December 31, 2006. Accordingly, on April 7, 2008 our Chief Financial Officer concluded that previously issued financial statements for the fiscal year ended December 31, 2006 and the interim periods for those years should no longer be relied upon. Investors, potential investors and other readers of our SEC filings are cautioned not to rely on the financial statements that have not been restated for the year ended December 31, 2006 and the interim periods for that fiscal year.

~~David~~The Efacts underlying the conclusion are as follows: During the year ended December 31, 2006 Holmes issued common stock for services that was not recorded properly. As ~~Coffey~~a result, ~~CPA~~we (must make a $934,750 adjustment to the operating expenses and stockholders’ equity for the 2006 year. ~~"Former~~In ~~Accountant")~~addition, ~~has~~the ~~resigned~~beneficial conversion feature of a convertible debt was calculated in error and ~~been~~we ~~replaced~~must asreduce ~~principal~~the ~~independent~~beneficial ~~accountant~~conversion feature offrom ~~Holmes~~$963,716 ~~Herbs~~to $590,000. As ~~Inc~~a result, the related interest expense must be reduced by $118,740. These (corrections will result in a change to our net loss amount for the ~~"Company")~~year onended ~~April~~December 131, ~~2004~~2006.

~~The~~Our ~~Company~~Chief ~~has~~Financial ~~engaged~~Officer ~~Kyle~~discussed ~~Tingle~~with our independent accountant, ~~CPA~~Chisholm asBierwolf ~~its~~and ~~principal~~Nilson, ~~independent~~LLC, ~~accountant~~the ~~effective~~matters ~~April~~disclosed in 1,this ~~2004~~current report. ~~The~~These ~~Company~~adjustments ~~did~~will ~~not~~appear ~~consult~~in the ~~new~~financial statements ~~accountant~~for ~~with~~the ~~respect~~years toended ~~any~~December of31, ~~the~~2007 ~~matters~~and ~~described~~2006, included in ~~Item~~our annual ~~304~~report ~~(a)(2)~~on ofForm ~~Regulation~~10-K Sfor the year ended December 31, 2007. We will prepare an amendment to the Form 10-BKSB for the year ended December 31, 2006 and will file it as soon as practicable.

~~The decision to change principal independent accountant has been approved by the Company’s board of directors.~~SIGNATURES

InPursuant ~~connection~~to ~~with~~ the ~~audits~~requirements of the ~~years~~Exchange ~~ended~~Act ~~December 31, 2002 and December 31, 2003, and the subsequent interim period through March 31, 2004, there were no disagreements with the Former Accountant on any matter~~ of ~~accounting principles or practices~~1934, ~~financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to~~ the ~~satisfaction~~registrant ofhas ~~the~~duly ~~Former Accountant would have~~ caused ~~him~~this report to ~~make~~be ~~reference~~signed ~~thereto~~on inits ~~his~~behalf ~~report~~by on the undersigned ~~financial~~hereunto ~~statements~~duly ~~for such periods~~authorized.

InDate: ~~connection~~April ~~with the audits of the years ended December 31~~9, ~~2002~~2008 ~~and~~HOLMES ~~December 31~~BIOPHARMA, ~~2003,~~INC. ~~and~~By: ~~the~~/s/ ~~subsequent~~John ~~interim~~F. ~~period~~Metcalfe ~~through~~John toF. ~~March 31~~Metcalfe, ~~2004, the Former Accountant did not advise the Company with respect to any of the matters described in paragraphs (a)(1)(iv)(B)(1) through (3) of Item 304 of Regulation S-B.~~President

The Company has provided the Former Accountant with a copy of the foregoing disclosures and has requested in writing that the Former Accountant furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements

Not applicable.

Exhibits

16. Letter from David Coffey dated August 12, 2004 agreeing with disclosures in the Form 8-K.

SIGNATURES

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

DATED: August 12, 2004

Holmes Herbs, Inc.

/s/ John F. Metcalfe

By: John F. Metcalfe

President and Director

David E. Coffey 6767 W. Tropicana Ave., Suite 216, Las Vegas, NV 89103

___________________________________________________________________________________________

Certified Public Accountant Phone (702) 871-3979 FAX (702) 871-6769

August 12, 2004.

Office of the Chief Accountant

Securities and Exchange Commission

450 West Fifth Street N.W.

WASHINGTON, DC 20549

Dear Sir or Madam:

Re: Holmes Herbs Inc.

File No. 000-31129

We have read item 4 of the Form 8-K of Holmes Herbs Inc. dated August 12, 2004. and agree with the statements concerning our Firm contained therein.

Yours very truly,

/signed/

David E. Coffey

CHARTERED ACCOUNTANT

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