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
April 9, 2008
Date of Report (Date of earliest event
reported)
HOLMES BIOPHARMA, INC.
(Exact name of small business issuer as
specified in its charter)
|
|
|
Nevada
(State or
other jurisdiction of incorporation or organization)
|
000-31129
Commission
File No.
|
88-0412635
(IRS Employer
Identification No.)
|
8655 East Via De Ventura, Suite G-200,
Scottsdale, Arizona 85258
(Address of principal executive offices)
866-694-2803
(Issuer's telephone number)
[ ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 4
MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.02 Non-reliance on Previously
Issued Financial Statements or a Related Audit Report or
Completed Interim Review
In connection with our audit for the year ended December
31, 2007 management of Holmes Biopharma, Inc. (Holmes) discovered that certain
equity 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.
The facts 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 a result, we must make a
$934,750 adjustment to the operating expenses and stockholders equity for the
2006 year. In addition, the beneficial conversion feature of a convertible
debt was calculated in error and we must reduce the beneficial conversion
feature from $963,716 to $590,000. As 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 year ended December 31, 2006.
Our Chief Financial Officer discussed with our
independent accountant, Chisholm Bierwolf and Nilson, LLC, the matters disclosed
in this current report. These adjustments will appear in the financial
statements for the years ended December 31, 2007 and 2006, included in our
annual report on Form 10-K for the year ended December 31, 2007. We
will prepare an amendment to the Form 10-KSB for the year ended December 31,
2006 and will file it as soon as practicable.
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
Date: April 9, 2008
|
HOLMES BIOPHARMA,
INC.
By:
/s/ John F. Metcalfe
John
F. Metcalfe, President
|