Holmes Biopharma, Inc. – ‘S-8’ on 5/26/05

On:  Thursday, 5/26/05, at 2:35pm ET   ·   Effective:  5/26/05   ·   Accession #:  1023175-5-117   ·   File #:  333-125265

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            4     25K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.1      The 2005 Stock Equity Incentive Plan                   4±    20K 
 3: EX-5.1      Opinion of Cindy Shy Pc                                2±    10K 
 4: EX-23.1     Consent of Kyle L. Tingle CPA LLC                      1      7K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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      As filed with the Securities and Exchange Commission on May 26, 2005
                                          Registration No.  333-__________

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

FORM S-8              

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               

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

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

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

The 2005 Equity Incentive Plan of Holmes Herbs, Inc.              
-------------------------------------------------------------               
(Full title of the plan)              

John F. Metcalfe, President               
4400 North Scottsdale Rd., #9-197, Scottsdale, Arizona 85251              
-------------------------------------------------------------               
(Name, address, including zip code, of agent for service)               

(480) 205-6273              
-------------------------------------------------------------               
Telephone number, including area code, of agent for service               

---------------------------               

CALCULATION OF REGISTRATION FEE               

        Proposed      Proposed
       maximum       maximum
Title of                         offering      aggregate      Amount of         
securities to    Amounts to      price per     offering       registration      
be registered    be registered   share(1)      price          fee               
------------------------------------------------------------------------------  
Common Stock      5,000,000       $0.001       $  5,000         $ 0.59        
==============================================================================  

(1)  Bona fide estimate of maximum offering price solely for calculating the    
 registration fee pursuant to Rule 457(h) of the Securities Act of 1933.
The registrant does not have an active market and has a negative book 
 value.  The offering price is  based on the par value of $0.001 for the
common stock to be granted under the plan.                            

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PART I              

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS              

Information required by Part I of Form S-8 to be contained in a       
prospectus meeting the requirements of Section 10(a) of the Securities Act of   
1933, as amended, is not required to be filed with the Securities and Exchange  
Commission (the "Commission") and is omitted from this registration statement   
in accordance with the explanatory note to Part I of Form S-8 and Rule 428      
under the Securities Act.                                                       

PART II               
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT              

Item 3.  Incorporation of Documents by Reference                                

The following documents filed by Holmes Herbs, Inc., a Nevada corporation (the  
"Company"), with the Commission are hereby incorporated by reference:           

1.    The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2004, filed April 15, 2005.          

2.    The Company's Quarterly Report on Form 10-QSB for the quarter 
ended March 31, 2005, filed May 18, 2005.               

3.    The description of the Company's common stock contained in the
     Company's Form 10-SB12G filed with the Commission on July 24,
2000.                                                   

Prior to the filing, if any, of a post-effective amendment that indicates that  
all securities covered by this Registration Statement have been sold or that    
de-registers all such securities then remaining unsold, all reports and other   
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),  
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by          
reference herein and to be a part hereof from the date of the filing of such    
reports and documents.                                                          

Item 4.  Description of Securities                                              

Not applicable.                                                                 

Item 5.  Interests of Named Experts and Counsel                                 

No expert is named as preparing or certifying all or part of the registration   
statement to which this prospectus pertains, and no counsel for the Company     
who is named in this prospectus as having given an opinion on the validity of   
the securities being offered hereby was hired on a contingent basis or has or   
is to receive, in connection with this offering, a substantial interest,        
direct or indirect, in the Company.                                             

We have incorporated by reference the financial statements for the Company in   
reliance on the reports provided by Kyle L. Tingle, CPA, LLC, given on its      
authority as experts in accounting and auditing.                                

Item 6.  Indemnification of Directors and Officers                              

Pursuant to Nevada Revised Statutes Sections 78.7502 and 78.751 the Company's   
Articles of Incorporation and bylaws provide for the indemnification of         
present and former directors and officers and                                   

2               

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each person who serves at the Company's request as an officer or director.      
The Company may indemnify a director, officer, agent or employee against all    
expenses, judgments, fines and amounts paid in settlement, and fees actually    
and reasonably incurred by him in connection with the defense or settlement of  
the action or suit.  The individual may be indemnified only if such individual  
conducted himself in good faith and reasonably believed that his conduct was    
in, or not opposed to, the Company's best interest.  In a criminal action the   
individual must not have had a reasonable cause to believe his conduct was      
unlawful.                                                                       

If the individual is successful on the merits or otherwise then the Company     
must indemnify him.  If indemnification is not ordered by a court of law, then  
the stockholders, the board of directors or a written opinion of legal counsel  
must authorize the indemnification.                                             

Our Articles of Incorporation provide that officer and directors may receive    
advances for expenses if the individual provides a written affirmation he will  
repay the advance if he is judged not to have met the standard of conduct.      
This right of indemnification shall not be exclusive of other rights the        
individual is entitled to as a matter of law or otherwise. Also, the Company    
is authorized to enter into indemnification contracts and purchase insurance    
on behalf of an individual for potential liabilities.                           

Item 7.  Exemption from Registration Claimed                                    

Not applicable.                                                                 

Item 8.  Exhibits                                                               

Exhibit                                                                         
No.      Description of Exhibit                                                 
-------------------------------                                                 
4.1      The 2005 Stock Equity Incentive Plan of Holmes Herbs, Inc.             
5.1      Opinion of Cindy Shy, P.C.                                             
23.1     Consent of Kyle L. Tingle, CPA, LLC                                    
23.2     Consent of Cindy Shy, P.C. is contained in Exhibit 5.1 to this         
registration statement                                        

Item 9.  Undertakings                                                           

The undersigned registrant hereby undertakes:                                   

(1)   To file, during any period in which offers or sales are being made, a     
post-effective amendment to this registration statement to include any          
material information with respect to the plan of distribution not previously    
disclosed in the registration statement or any material change to such          
information in the registration statement.                                      

(2)   To treat, for the purpose of determining any liability under the          
Securities Act of 1933 (the "Securities Act"), each such post-effective         
amendment as a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time shall be deemed to    
be the initial bona fide offering thereof.                                      

(3)   To remove from registration by means of a post-effective amendment any    
of the securities being registered which remain unsold at the termination of    
the offering.                                                                   

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The undersigned registrant hereby undertakes that, for purposes of determining  
any liability under the Securities Act, each filing of the registrant's annual  
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,     
where applicable, each filing of an employee benefit plan's annual report       
pursuant to Section 15(d) of the Exchange Act) that is incorporated by          
reference in this registration statement shall be deemed to be a new            
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial      
bona fide offering thereof.                                                     

Insofar as indemnification for liabilities arising under the Securities Act     
may be permitted to directors, officers and controlling persons of the          
registrant pursuant to the foregoing provisions, or otherwise, the registrant   
has been advised that in the opinion of the Commission such indemnification is  
against public policy as expressed in the Securities Act and is, therefore,     
unenforceable.  In the event that a claim for indemnification against such      
liabilities (other than the payment by the registrant of expenses incurred or   
paid by a director, officer or controlling person of the registrant in the      
successful defense of any action, suit or proceeding) is asserted by such       
director, officer or controlling person in connection with the securities       
being registered, the registrant will, unless in the opinion of its counsel     
the matter has been settled by controlling precedent, submit to a court of      
appropriate jurisdiction the question whether such indemnification by it is     
against public policy as expressed in the Securities Act and will be governed   
by the final adjudication of such issue.                                        

SIGNATURES              

Pursuant to the requirements of the Securities Act of 1933, the registrant      
certifies that it has reasonable grounds to believe that it meets all of the    
requirements for filing on Form S-8 and has duly caused this registration       
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Scottsdale, State of Arizona, on May 21, 2005.       

                    HOLMES HERBS, INC.

                                /s/ John F. Metcalfe
                                      By:_________________________________
                                   John F. Metcalfe, President

Pursuant to the requirements of the Securities Act of 1933, this registration   
statement has been signed by the following person in the capacities and on the  
date indicated.                                                                 

                                /s/ John F. Metcalfe
Date: May 21, 2005                          _________________________________   
                                 John F. Metcalfe, President
                                 Principal Executive Officer
                                        Principal Financial and Accounting
                          Officer and Director

4               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		5/26/05		1
		5/21/05		4
		5/18/05		2					10QSB,  4
		4/15/05		2					10KSB
		3/31/05		2					10QSB,  NT 10-K,  NT 10-Q
		12/31/04		2					10KSB,  10KSB/A,  NT 10-K
		7/24/00		2					10SB12G
									List all Filings