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

                                  FORM 10-KSB/A

                                 AMENDMENT NO. 1

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

                  For the fiscal year ended December 31, 2004.

                                       OR

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

                        COMMISSION FILE NUMBER: 33-05384

                          IR BIOSCIENCES HOLDINGS, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)

               DELAWARE                                13-3301899
     -------------------------------              -------------------
    (State or Other Jurisdiction of                (I.R.S. Employer
     Incorporation or Organization)               Identification No.)

  4021 N. 75th Street, Suite 201, Scottsdale, AZ           85251
  ----------------------------------------------         ----------
     (Address of Principal Executive Offices)            (Zip Code)

                            (480) 922-3926
           ------------------------------------------------
           (Issuer's Telephone Number, including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

                                      NONE

      SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:

                   COMMON STOCK, $ 0.001 PAR VALUE PER SHARE
                   -----------------------------------------
                                (Title of class)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 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
   -----        -----

<PAGE>

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is 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 amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $ 0

The aggregate market value of the Registrant's  issued and outstanding shares of
common stock held by non-affiliates of the Registrant as of April 3, 2005 (based
on the average of the bid and asked  prices as reported by the NASD OTC Bulletin
Board as of that date) was approximately $20,377,554.

The number of shares outstanding of Registrant's  Common Stock, par value $0.001
as of April 3, 2005: 70,074,188.

Documents Incorporated by reference:  None.

Transitional Small Business Disclosure Format  Yes X     No
                                                  -----    -----

                                      -2-

<PAGE>



                                EXPLANATORY NOTE

         IR BioSciences Holdings,  Inc. (hereinafter,  "we," "us," "our," or the
"Company") is filing this Amendment No. 1 on Form 10-KSB/A solely to include the
information  required by Part III of Form  10-KSB,  which was  omitted  from our
annual report on Form 10-KSB for the year ended December 31, 2004, as originally
filed on April 19, 2005 (the "Form  10-KSB").  In connection  with the filing of
this Amendment No. 1 and pursuant to Rule 12b-15 under the  Securities  Exchange
Act of 1934, as amended, we are including currently dated certifications. Except
as described above, no other amendments are being made to the Form 10-KSB.  This
Amendment No. 1 does not reflect events  occurring  after the filing of the Form
10-KSB or modify or update  the  disclosure  contained  therein in any way other
than as required to reflect the amendments discussed above.

                                      -3-

<PAGE>

                                    PART III

ITEM 9. DIRECTORS,  PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT

      Our directors and executive officers are:

Name                     Age     Position
--------------------------------------------------------------------------------
Michael K. Wilhelm        38     President, Chief Executive Officer and Director
John N. Fermanis          51     Chief Financial Officer
Mark L. Witten, Ph.D.     51     Director and Research Scientist
Theodore E. Staahl, M.D.  59     Director

      MICHAEL K. WILHELM,  PRESIDENT,  CHIEF EXECUTIVE OFFICER AND DIRECTOR. Mr.
Wilhelm has served as our President and Chief Executive Officer and on our Board
of Directors  since July 2003 and as President  and Chief  Executive  Officer of
ImmuneRegen BioSciences,  Inc. since December 2002 and on its Board of Directors
since November  2002.  Mr.  Wilhelm has been actively  involved in the financial
industry since 1990. After leaving the brokerage  industry,  Mr. Wilhelm founded
Foresight  Capital  Partners in July 1996, a company  designed to identify early
stage companies with above average growth  potential and assist them in reaching
the next stage of development. In working with these companies, Mr. Wilhelm took
an active  role,  provided  advisory  services  and  facilitated  financing  for
continued growth and development. Mr. Wilhelm was Managing Director of Foresight
Capital Partners until December 2002.

      JOHN N. FERMANIS,  CHIEF FINANCIAL OFFICER.  Mr. Fermanis was appointed as
our Chief Financial Officer,  effective as of December 22, 2004. Mr. Fermanis is
a co-founder of AMPS Wireless Data,  Inc., a privately held Arizona  corporation
founded in 1998,  where he served as Chief  Financial  Officer from May, 2001 to
October, 2004. Mr. Fermanis had overall financial responsibility at AMPS and was
instrumental in raising over $5 Million in venture  capital.  From 1997 to 2001,
he held the  position  of  Treasury  Manager  for a  national  restaurant  chain
headquartered in Scottsdale, Arizona where he was responsible for managing a $25
Million  revolving line of credit and cash  concentration and disbursement for a
company with over $100 Million annual sales.  Mr.  Fermanis has over 18 years of
financial  management  experience with both the American Express Corporation and
Citigroup in New York City.  Mr.  Fermanis  holds a Bachelor of Arts degree from
the S.U.N.Y.  at Stony Brook and attended Pace  University's  Graduate School of
Management in New York City.

      MARK L. WITTEN,  PH.D.,  DIRECTOR AND RESEARCH  SCIENTIST.  Dr. Witten has
served as a research  scientist  for our company  and on our Board of  Directors
since July 2003 and as a research  scientist for ImmuneRegen  BioSciences,  Inc.
since  December  2002 and on its Board of Directors  since  November  2002.  Dr.
Witten has served as a Research Professor and Director of the Joan B. and Donald
R. Dr. Witten obtained his Ph.D.  from Indiana  University in 1983 with a double
major in  physiology  and  exercise  physiology.  He  conducted a  post-doctoral
fellowship  in  Respiratory  Sciences at the  University  of Arizona  College of
Medicine from 1983 to 1988. He then spent two years as an Assistant Biologist at
Massachusetts  General  Hospital and  Instructor in Medicine at Harvard  Medical
School.  He returned to The  University of Arizona  College of Medicine in 1990.
Dr.  Witten has  authored  over 200  published  manuscripts,  book  chapters and
abstracts.

      THEODORE E. STAAHL, M.D., DIRECTOR.  Dr. Staahl has served on our Board of
Directors  since April  2003.  Dr.  Staahl  founded  the  Cosmetic,  Plastic and
Reconstructive  Surgery Center in 1978. Dr. Staahl's  professional  training was
received at the  University  of Illinois and the  University of Wisconsin and is
board  certified by the  American  Board of Facial,  Plastic and  Reconstruction
Surgeons, the Board of Cosmetic Surgeons and the American Board of Head and Neck
Surgeons. Dr. Staahl has presented papers at national and international meetings
on hair  transplant,  rhinoplasty and cleft lip deformities.  Additionally,  Dr.
Staahl  is  currently  participating  in the FDA  approval  process  of  another
biotechnology company.

                                      -4-

<PAGE>

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  directors  and  executive  officers and persons who own more than ten
percent of a registered  class of the Company's  equity  securities to file with
the SEC initial  reports of  ownership  and reports of changes in  ownership  of
Common Stock and other equity  securities of the Company.  Officers,  directors,
and greater than ten percent  stockholders  are required by SEC  regulations  to
furnish the Company  with  copies of all Section  16(a) forms they file.  To the
Company's  knowledge,  based  solely  on review  of the  copies of such  reports
furnished  to us during the fiscal year ended  December  31,  2004,  all Section
16(a) filing requirements  applicable to the Company's  officers,  directors and
greater than ten percent stockholders were satisfied by such persons.

COMMITTEES OF THE BOARD OF DIRECTORS

         Our board of directors does not maintain a separate  audit,  nominating
or compensation  committee.  Functions  customarily performed by such committees
are  performed  by our board of  directors  as a whole.  We are not  required to
maintain such  committees  under the  applicable  rules of the  Over-the-Counter
Bulletin Board. None of our independent directors qualify as an "audit committee
financial expert" as that term is defined in Item 401(e) of Regulation S-B.

CODE OF ETHICS

         We  have  adopted  a code  of  ethics  that  applies  to our  principal
executive officer,  principal financial officer, principal accounting officer or
controller,  or  persons  performing  similar  functions.  The code of ethics is
designed to deter wrongdoing and to promote:

         -  Honest and ethical conduct, including the ethical handling of actual
            or apparent  conflicts of interest between personal and professional
            relationships;

         -  Full,  fair,  accurate,  timely,  and  understandable  disclosure in
            reports and  documents  that we file with, or submit to, the SEC and
            in other public communications made by us;

         -  Compliance with applicable governmental laws, rules and regulations;

         -  The  prompt  internal  reporting  of  violations  of the  code to an
            appropriate person or persons identified in the code; and

         -  Accountability for adherence to the code.

            A copy  of our  code  of  ethics  is  filed  as an  exhibit  to this
Amendment No. 1.

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth information  concerning all compensation
awarded to, earned by, or paid to (1) our Chief Executive Officer and President,
(2) our  former  Chief  Executive  Officer  and  President  who  served  in such
capacities  until  July  2003  when  ImmuneRegen  BioSciences,   Inc.  became  a
wholly-owned  subsidiary of IR BioSciences,  Inc. (the "Reorganization") and (3)
each of the other executive  officers whose annual salary and bonus during 2002,
2003 and 2004 exceeded $100,000 (the "Named Executive Officers").

                                      -5-

<PAGE>

<TABLE>
<CAPTION>

                                                                                 ANNUAL COMPENSATION
                                                                          -------------------------------

                  NAME AND PRINCIPAL POSITION                  YEAR        SALARY ($)          BONUS ($)
-----------------------------------------------------------------------------------------------------------
<S>                                                            <C>          <C>               <C>
                                                               2004         175,000           247,301(2)
     Michael K. Wilhelm                                        2003         125,000                 0
        Chief Executive Officer and President(1)...........    2002           5,208                 0

     Todd M. Ficeto                                            2004               0                 0
        Chief Executive Officer, Chief Financial Officer,      2003               0                 0
        President and Secretary(3).........................    2002               0                 0
</TABLE>
----------

(1)  Michael K. Wilhelm has served as Chief  Executive  Officer and President of
     IR BioSciences  Holdings,  Inc. since July 2003 when the Reorganization was
     completed.  Prior to the  completion  of the  Reorganization,  Mr.  Wilhelm
     served as Chief Executive Officer and President of ImmuneRegen BioSciences,
     Inc. since December 2002.  Mr.  Wilhelm's  compensation  is reported in the
     table with respect to his positions at both IR BioSciences  Holdings,  Inc.
     and ImmuneRegen BioSciences, Inc. for the years ended December 31, 2003 and
     2004.

(2)  Reflects  the value of 948,980  warrants  granted to Michael K.  Wilhelm as
     performance  bonuses.  In May 2004,  the  Company  issued a warrant  to Mr.
     Wilhelm to purchase 500,000 shares  (post-split) of common stock at a price
     of $0.25 per share  (post-split).  The warrants were issued as  performance
     bonuses.  The Company valued these warrants using the Black-Scholes  model,
     and charged the amount of $134,604 to  operations  during the twelve months
     ended  December 31, 2004. In October 2004,  the Company issued a warrant to
     Mr. Wilhelm to purchase  448,980 shares  (post-split)  at a price of $0.125
     per  share  (post-split)  as a  performance  bonus  for  achieving  certain
     objectives.  The  Company  valued  this  warrant  using  the  Black-Scholes
     valuation  model,  and charged the amount of $112,697 to operations  during
     the twelve months ended December 31, 2004.

(3)  Todd M.  Ficeto  served as Chief  Financial  Officer and  Secretary  of GPN
     Network,  Inc. from July 2001 until the completion of the Reorganization in
     July 2003 and as Chief Executive Officer and President of GPN Network, Inc.
     from August 2001 until the completion of the Reorganization in July 2003.

COMPENSATION OF DIRECTORS

         STANDARD ARRANGEMENTS. Directors currently receive no cash compensation
from IR BioSciences Holdings, Inc. for their services as members of the Board or
for  attendance at committee  meetings.  Members of the Board are reimbursed for
some expenses in connection with attendance at Board and committee meetings.

         OTHER  ARRANGEMENTS.  We may  from  time  to  time  issue  warrants  to
executives and directors for fulfilling certain performance goals.

         On December 16, 2002 we entered into consulting agreements Mark Witten,
our chief  research  scientist and director.  The  consulting  agreement is on a
month-to-month  basis.  Under the terms of this agreement,  Dr. Witten agrees to
place at the disposal of us his judgment and expertise in the area of acute lung
injury.  In  consideration  for  these  services,  we agree to pay Dr.  Witten a
non-refundable fee of $5,000 per month.

EMPLOYMENT AGREEMENTS

                                      -6-

<PAGE>

         On December 16, 2002, we entered into an employment  agreement with our
President and CEO, Michael Wilhelm,  for a period of three years  terminating on
December 16, 2005.  The employment  agreement  calls for a salary at the rate of
$125,000  per  annum for the first  year,  $175,000  for the  second  year,  and
$250,000 for the third year.  This  agreement  also  provides for the  following
various bonus incentives:

         i)       A quarterly  discretionary bonus based upon our performance in
                  the previous quarter.  This discretionary bonus will be in the
                  form of stock options.

         ii)      A quarterly  five-year  warrant to purchase up to 4,490 shares
                  of our  common  stock at 75% of the fair  market  value of the
                  stock on the date the warrant is granted.

         iii)     At such time as Mr. Wilhelm  introduces a financial partner to
                  our  company  through  which we raise at least  $1,500,000  in
                  equity or debt  financing,  he shall be  granted  a  five-year
                  warrant to purchase 224,490 shares (post reverse-split) of our
                  common stock.

         On February 15, 2005, we entered into an employment agreement with John
N. Fermanis,  our Chief Financial Officer.  The employment  agreement expires on
December  31,  2007,  unless  terminated  earlier  pursuant  to the terms of the
agreement. Under the terms of the employment agreement, Mr. Fermanis is entitled
to a base salary of $60,000 until the company completed a funding of $500,000 or
more  which  occurred  on  March 4,  2005,  at which  time the base  salary  was
increased to $85,000 until December 31, 2005. Thereafter, the second year salary
will be  $98,000  per annum  and the third  year  will be  $112,000  per  annum.
...Severance  provisions  include two months salary for Termination For Cause and
six months salary for Constructive Termination. This agreement also provides for
the following various bonus incentives:

         i)       A quarterly  discretionary bonus based upon our performance in
                  the previous quarter.  This discretionary bonus will be in the
                  form of stock options.

         ii)      A quarterly  five-year warrant to purchase up to 12,500 shares
                  of our  common  stock at 75% of the fair  market  value of the
                  stock on the date the warrant is granted.

A copy of Mr.  Fermanis's  employment  agreement  is filed as an exhibit to this
Amendment No. 1.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

         We did not grant stock options to any of the Named  Executive  Officers
during the year ended December 31, 2004.

AGGREGATE OPTION EXERCISED IN LAST FISCAL YEAR AND FY-END OPTION VALUES

         None of the Named Executive Officers exercised any stock options during
2004.  As of December 31, 2004 none of the Named  Executive  Officers held stock
options.

STOCK OPTIONS

         We did not issue options to any of our employees during the years ended
December 31, 2003 and 2004.

2003 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN

         We adopted the 2003 Stock Option,  Deferred Stock and Restricted  Stock
Plan (the "Plan") which authorizes the Board of Directors in accordance with the
terms of the Plan,  among other things,  to grant

                                      -7-

<PAGE>

incentive  stock options,  as defined by Section 422(b) of the Internal  Revenue
Code, nonstatutory stock options (collectively,  the "Stock Options") and awards
of restricted stock and deferred stock and to sell shares of common stock of the
Company  ("Common  Stock") pursuant to the exercise of such stock options for up
to an aggregate of 3,600,000 shares . The options will have a term not to exceed
ten years from the date of the grant.  There have been no options  granted under
this Plan.

         Through  December  31, 2003,  we had granted,  prior to the merger with
ImmuneRegen  BioSciences,  Inc., options to purchase 63,212 shares of our common
stock at a  weighted  average  exercise  price of $25.00  per  share to  certain
employees and  consultants  that are  exercisable  over various  periods through
March 2010.  These stock options were granted  outside of our 2003 Stock Option,
Deferred Stock and Restricted Stock Plan.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The following table sets forth information  regarding the beneficial
ownership  of our common stock as of April 3, 2005 by: (i) all those known by IR
BioSciences Holdings,  Inc. to be beneficial owners of more than five percent of
its common stock,  (ii) each director and  executive  officer of IR  BioSciences
Holdings, Inc., and (iii) all executive officers and directors of IR BioSciences
Holdings,  Inc. as a group.  Unless indicated below, the address for each listed
stockholder is c/o IR BioSciences Holdings,  Inc., 4021 North 75th Street, Suite
201, Scottsdale, Arizona 85251.

Name                               Beneficial Ownership (1)   % of Shares (2)
--------------------------------------------------------------------------------
Michael K. Wilhelm                         7,564,758(3)            10.5
John N. Fermanis                             100,000                  *
Mark L. Witten                            10,793,138(4)            15.2
Theodore Staahl                            3,481,301(5)             5.0
David T. Harris                            5,106,138                7.3
All executive officers and
  directors as a group (4 persons)        21,829,197               30.1
                                          ==========               ====

* Less than one percent.

1.    Beneficial  ownership is determined  in  accordance  with the rules of the
      Securities and Exchange  Commission.  In general,  a person who has voting
      power or  investment  power  with  respect  to  securities  is  treated as
      beneficial owner of those securities. Common shares subject to options and
      warrants  currently  exercisable or exercisable within 60 days of April 3,
      2005 count as outstanding for computing the percentage  beneficially owned
      by the person holding these options or warrants.

2.    Percentages are based on 70,074,188  shares of common stock outstanding as
      of April 3, 2005.

3.    Includes: Common stock ownership of 2,050,428
                   1,634,330 common stock purchase warrants

                   3,880,000 common stock purchase  warrants issued to Foresight
                   Capital  Partners,  a company  controlled by Michael Wilhelm

4.    Includes warrants to purchase 892,000 shares of common stock.

5.    Includes warrants to purchase 229,837 shares of common stock.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

                                      -8-

<PAGE>

         The  following  table  provides  information  as of  December  31, 2004
regarding  compensation plans (including individual  compensation  arrangements)
under which equity  securities of our company are authorized  for issuance.  All
share information  included in this table has been adjusted to reflect a 2-for-1
forward stock split of our common stock that was effected in April 2004.

<TABLE>
<CAPTION>
                                                                                  Number of securities
                                                                                 remaining available for
                           Number of Securities to be     Weighted- average    future issuance under equity
                            issued upon exercise of      exercise price of         compensation plans
                             outstanding options,      outstanding options,       (excluding securities
      Plan Category           warrants and rights       warrants and rights      reflected in column (a)
                                      (a)                       (b)                        (c)
-----------------------------------------------------------------------------------------------------------
<S>                               <C>                           <C>                    <C>
Equity compensation
plans approved by
security holders........             0(1)                       N/A                    295,996(3)

Equity compensation
plans not approved by
security holders........          17,729,422(2)                 $0.56                       --

Total...................          17,729,422                                           295,996
                                  ==========                                           =======
</TABLE>

(1) Represents stock options  outstanding under our 2003 Stock Option,  Deferred
    Stock and Restricted Stock Plan.

(2) Represents 17,666,210 stock purchase warrants at a weighted average price of
    $0.49 and 63,212, options at a weighted average exercise price of $20.00.

(3) Represents  295,996 shares are available for future  issuance under our 2003
    Stock Option, Deferred Stock and Restricted Stock as of the date hereof.

WARRANTS

         The  following  table  summarizes  the changes in warrants  outstanding
issued to non-employees  of the Company.  These warrants were granted in lieu of
cash compensation for services performed or financing expenses and in connection
with placement of convertible debentures.

                                                            Weighted Average
                                        Number of Shares    Price Per Share
                                          (post-split)        (post-split)
                                        ------------------------------------
Outstanding at January 1, 2003                 26,938            $0.84
Granted                                       805,572             0.89
Exercised                                          --               --
Canceled or expired                                --               --
                                           ----------            -----
Outstanding at December 31, 2003              832,510             0.89
Granted                                    16,833,699             0.47
Exercised                                          --               --
Canceled or expired                                --               --
Outstanding at December 31, 2004           17,666,210            $0.49
                                           ==========            =====

         A description of our warrant  arrangements and issuances is included in
our financial  statements  for the year ended  December 31, 2004 under "Note H -
Stock Options and Warrants,"  These  financial  statements  were included in our
annual report on Form 10-KSB for the year ended December 31, 2004, as

                                      -9-

<PAGE>

originally filed on April 19, 2005.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

OFFICE LEASE

         During the period from  December 1, 2002 through  August 31, 2004,  the
Company  leased office space from an entity  controlled  by the Company's  Chief
Executive  Officer  under a sub-let  agreement  . The rental  cost of $2,734 per
month was passed  through to the Company at the same rental rate  charged by the
facility's primary landlord.

INONE CONTRACT

         We have  entered into a series of contracts  with InOne  Advertising  &
Design,  Inc. ("InOne").  At the time of the initiation of the contracts,  InOne
employed the spouse of Michael  Wilhelm,  the  Company's  CEO.  These  contracts
include (i) a three-year  agreement  dated  January 13, 2003 whereby  InOne will
design and create certain corporate identity and marketing materials in exchange
for 72,000 shares (post split) of our common stock and $15,000.  This  Agreement
also  provides  that  InOne  will  bill us on an  hourly  basis  for  additional
services,  as well as a $100,000  termination fee if the agreement is terminated
as a result of a merger or acquisition of the Company;  (ii) an Agreement  dated
March 14, 2003 whereby InOne will design, create, maintain, and host our website
for one year in exchange for 140,000 shares (post split) of our common stock and
$4,200;  (iii) an Agreement  dated December 30, 2003 whereby InOne will name and
design a logo for our new product for SARS  application  in exchange  for $5,000
and a warrant to purchase  20,000 shares  (post-split) of tour common stock at a
price of $0.125;  (iv) an Agreement  dated  December 31, 2003 whereby InOne will
name and design a logo for our new product for ARDS  application in exchange for
$5,000 and a warrant to purchase 20,000 shares  (post-split) of our common stock
at a price of $0.125.

         At  December  31,  2004,  InOne no longer  employs or has any  business
relationship with the spouse of Mr. Wilhelm.

         The  amounts  due InOne at  December  31,  2004 and 2003 are $2,700 and
$19,565, respectively.

RELATED PARTY LOANS

         In October  2003,  we were  loaned  $30,000 by the father of one of our
founders.  Pursuant to the terms of this  transaction,  we provided  this lender
with a warrant to purchase 15,000 shares of our common stock at a price of $2.00
per share.  The  original  duration of the loan was 180 days and was extended to
one year.  The interest  rate was 8% per annum.  This loan was repaid in October
2004.

         In October  2003,  we were loaned  $40,000 by a company  controlled  by
Michael  Wilhelm,  our  President  and  CEO.  Pursuant  to  the  terms  of  this
transaction, we provided this lender with a warrant to purchase 20,000 shares of
our  common  stock at a price of $2.00  per  share.  The loan was  payable  upon
funding of  $150,000 in debt or equity and bore  interest at 8% per annum.  This
loan was repaid in October 2004.

         In  December  2003,  we were  loaned  $20,000 by the  mother-in-law  of
Michael  Wilhelm,  our  President  and  CEO.  Pursuant  to  the  terms  of  this
transaction, we provided this lender with a warrant to purchase 10,000 shares of
our common  stock at a price of $2.00 per share.  The  original  duration of the
loan was 180 days and was  extended to one year.  The  interest  rate was 8% per
annum. This loan was repaid in October 2004.

         As of August 15, 2004, we had accrued payables due to our President and
CEO,  Michael  Wilhelm,  of $109,374.  In connection with our completed  private
offering in October  2004,  $89,500 of such amount

                                      -10-

<PAGE>

was  converted  into  716,000  shares of common  stock and  warrants to purchase
358,000 shares of common stock.

IMMUNEREGEN BIOSCIENCES ASIA PTE. LTD.

         ImmuneRegen  BioSciences Asia PTE. LTD., a Singaporean  company,  is an
affiliate of IR BioSciences Holdings,  Inc.  Approximately 99% of the company is
owned  equally  between our Chief  Executive  Officer and  Chairman,  Michael K.
Wilhelm,  and our  Chief  Research  Scientist  and  Director,  Mark  Witten.  IR
BioSciences Holdings, Inc. holds less than 1% ownership in the company. In 2004,
we   incurred   expenses   totaling   approximately   $45,000,   $43,307   on  a
Singapore-based  consultant  and $1,700 on legal and  accounting  related to the
formation of the company.

LICENSE AGREEMENT

         In December 2002, we entered into a royalty-free license agreement with
David Harris and Mark Witten, who are our two founders and largest shareholders.
Under the terms of the license agreement,  Messrs.  Harris and Witten granted to
us  an  exclusive  license  to  use  and  sublicense  certain  patents,  medical
applications,  and other  technologies  developed by them. Our obligations under
this agreement include (i) reasonable efforts to protect any licensed patents or
other  associated   property  rights;   (ii)  reasonable   efforts  to  maintain
confidentiality of any proprietary  information;  (iii) upon the granting by the
U. S. Food and Drug  Administration to us the right to market a product, we will
maintain a broad form general liability and product liability insurance.

CONSULTING AGREEMENTS

         On December 16, 2002 we entered into  consulting  agreements with David
Harris and Mark Witten, who were our two founders and research  scientists.  The
consulting  agreements are on a month-to-month  basis.  Under the terms of these
agreements,  Messrs.  Harris and Witten  agreed to place at the  disposal  of us
their judgment and expertise in the area of acute lung injury.  In consideration
for these services, we agreed to pay each of them a non-refundable fee of $5,000
per month.

         Pursuant to  consulting  agreements  entered into with David Harris and
Mark Witten, who are our two founders and chief research scientists,  during the
period from October 30, 2002 (inception) to December 31, 2002, we accrued $5,000
in consulting fees. During the period from January 1, 2003 to December 31, 2003,
we accrued an additional  $120,000 in consulting  fees. We had accrued  payables
collectively due to Drs. Harris and Witten of $125,000 and $5,000 as of December
31, 2003 and 2002,  respectively.  In  connection  with our  recently  completed
private  offering in October  2004,  $90,500 of such  amount owed to Dr.  Witten
converted  into  724,000  shares of our common  stock and  warrants  to purchase
362,000  shares of common  stock.  In October  2004,  because Dr. Harris had not
taken an active role in the  management of the Company,  he agreed that he would
forgive the amount  accrued to him under the  Consulting  agreement of $107,500.
The Company accounted for the transaction as a forgiveness of indebtedness under
FAS No. 140 during the period ended December 31, 2004.

ITEM 13. EXHIBITS

NUMBER                                  DESCRIPTION
--------------------------------------------------------------------------------
2.1      Agreement  and Plan of Merger dated July 2, 2003 among the  Registrant,
         GPN  Acquisition   Corporation  and   ImmuneRegen   BioSciences,   Inc.
         (incorporated  by  reference to exhibit 2 of the  Registrant's  current
         report on Form 8-k filed with the Securities and Exchange Commission on
         July 7, 2003).

3.1      Certificate of Incorporation filed with the Delaware Secretary of State
         on  June  4,  1985   (incorporated  by  reference  to  exhibit  of  the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

                                      -11-

<PAGE>

NUMBER                             DESCRIPTION
--------------------------------------------------------------------------------
3.1(a)   Certificate of Amendment filed with the Delaware  Secretary of State on
         July 16,  1987  (incorporated  by  reference  to exhibit  3.1(a) of the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.1(b)   Certificate of Amendment filed with the Delaware  Secretary of State on
         February 3, 1992  (incorporated  by reference to exhibit  3.1(b) of the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.1(c)   Certificate of Amendment filed with the Delaware  Secretary of State on
         November 23, 1992  (incorporated  by reference to exhibit 3.1(C) of the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.1(d)   Certificate of Amendment filed with the Delaware  Secretary of State on
         December 15, 1994  (incorporated  by reference to exhibit 3.1(d) of the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.1(e)   Certificate of Amendment filed with the Delaware  Secretary of State on
         November 7, 1995  (incorporated  by reference to exhibit  3.1(e) of the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.1(f)   Certificate of Amendment filed with the Delaware  Secretary of State on
         December 30, 1996  (incorporated  by reference to exhibit 3.1(f) of the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.1(g)   Certificate of Amendment filed with the Delaware  Secretary of State on
         November 8, 2000  (incorporated  by reference to exhibit  3.1(h) of the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.2      Amended and Restated  Bylaws of the  Registrant  dated as of January 1,
         2002  (incorporated  by reference  to exhibit 3(b) of the  Registrant's
         annual report on Form 10-KSB for the year ended December 31, 2001 filed
         with the Securities and Exchange Commission on April 16, 2002).

4.1      Specimen Stock Certificate (incorporated by reference to exhibit 4.1 of
         the  Registrant's   registration  statement  on  Form  SB-2  (File  No.
         333-120784)  filed  with the  Securities  and  Exchange  Commission  on
         November 24, 2004).

4.2      2003  Stock  Option,   Deferred   Stock  and   Restricted   Stock  Plan
         (incorporated   by  reference  to  exhibit  4.1  of  the   Registrant's
         registration statement on Form S-8 (File No. 333-113511) filed with the
         Securities and Exchange Commission on March 11, 2004).

4.3      Form of Warrant by and between the Registrant and each of the Investors
         or Creditors,  as the case may be, who entered into an Agreement  filed
         as Exhibit 10.6, 10.7, 10.8 or 10.9 herewith (incorporated by reference
         to exhibit  4.1 of the  Registrant's  current  report on Form 8-K filed
         with the Securities and Exchange Commission on October 19, 2004).

4.4      Form of Registration Rights (Annex A to Subscription  Agreement) by and
         between the  Registrant  and each of the Investors who entered into the
         Agreements  filed as Exhibits 10.6 and 10.8 herewith  (incorporated  by
         reference to exhibit 4.2 of the Registrant's current report on Form 8-K
         filed with the Securities and Exchange Commission on October 19, 2004).

                                      -12-

<PAGE>

NUMBER                             DESCRIPTION
--------------------------------------------------------------------------------
4.5      Form of Anti-Dilution Rights (Annex B to Subscription Agreement) by and
         between the  Registrant  and each of the Investors who entered into the
         Agreements  filed as Exhibits 10.6 and 10.8 herewith  (incorporated  by
         reference to exhibit 4.3 of the Registrant's current report on Form 8-K
         filed with the Securities and Exchange Commission on October 19, 2004).

4.6      Promissory Note issued from the Registrant to SBM  Certificate  Company
         as of April 28, 2004  (incorporated  by reference to exhibit 4.6 of the
         Registrant's  registration statement on Form SB-2 (File No. 333-120784)
         filed with the  Securities  and  Exchange  Commission  on November  24,
         2004).

10.1     Employment  Agreement  dated  December  16,  2002  between  ImmuneRegen
         BioSciences,  Inc., a subsidiary of the Registrant, and Michael Wilhelm
         (incorporated   by  reference  to  exhibit  10.1  of  the  Registrant's
         registration  statement on Form SB-2 (File No.  333-120784)  filed with
         the Securities and Exchange Commission on November 24, 2004).

10.2     Consulting  Agreement  dated  December  16,  2002  between  ImmuneRegen
         BioSciences,  Inc., a subsidiary  of the  Registrant,  and David Harris
         (incorporated   by  reference  to  exhibit  10.2  of  the  Registrant's
         registration  statement on Form SB-2 (File No.  333-120784)  filed with
         the Securities and Exchange Commission on November 24, 2004).

10.2(a)  First  Amendment to  Consulting  Agreement  dated  January 2003 between
         ImmuneRegen  BioSciences,  Inc., a subsidiary  of the  Registrant,  and
         David  Harris  (incorporated  by  reference  to exhibit  10.2(a) of the
         Registrant's  registration statement on Form SB-2 (File No. 333-120784)
         filed with the  Securities  and  Exchange  Commission  on November  24,
         2004).

10.3     Consulting  Agreement  dated  December  16,  2002  between  ImmuneRegen
         BioSciences,  Inc., a  subsidiary  of the  Registrant,  and Mark Witten
         (incorporated   by  reference  to  exhibit  10.3  of  the  Registrant's
         registration  statement on Form SB-2 (File No.  333-120784)  filed with
         the Securities and Exchange Commission on November 24, 2004).

10.3(a)  First  Amendment to  Consulting  Agreement  dated  January 2003 between
         ImmuneRegen BioSciences, Inc., a subsidiary of the Registrant, and Mark
         Witten   (incorporated   by  reference   to  exhibit   10.3(a)  of  the
         Registrant's  registration statement on Form SB-2 (File No. 333-120784)
         filed with the  Securities  and  Exchange  Commission  on November  24,
         2004).

10.4     License   Agreement   dated   December   16,  2002  among   ImmuneRegen
         BioSciences,  Inc., a subsidiary  of the  Registrant,  David Harris and
         Mark  Witten   (incorporated  by  reference  to  exhibit  10.4  of  the
         Registrant's  registration  statement on Form SB-2 File No. 333-120784)
         filed with the  Securities  and  Exchange  Commission  on November  24,
         2004).

10.4(a)  First  Amendment  to License  Agreement  dated  December 20, 2002 among
         ImmuneRegen  BioSciences,  Inc., a subsidiary of the Registrant,  David
         Harris and Mark Witten (incorporated by reference to exhibit 10.4(a) of
         the  Registrant's   registration  statement  on  Form  SB-2  (File  No.
         333-120784)  filed  with the  Securities  and  Exchange  Commission  on
         November 24, 2004).

10.4(b)  Second  Amendment  to  License  Agreement  dated  June 26,  2003  among
         ImmuneRegen  BioSciences,  Inc., a subsidiary of the Registrant,  David
         Harris and Mark Witten (incorporated by reference to exhibit 10.4(b) of
         the  Registrant's   registration  statement  on  Form  SB-2  (File  No.
         333-120784)  filed  with the  Securities  and  Exchange  Commission  on
         November 24, 2004).

10.5     Lease  Agreement  dated July 1, 2004 between  ImmuneRegen  BioSciences,
         Inc.,  a  subsidiary  of the  Registrant,  and  The  Clayton  Companies
         (incorporated   by  reference  to  exhibit  10.5  of  the  Registrant's
         registration  statement on Form SB-2 (File No.  333-120784)  filed with
         the Securities and Exchange Commission on November 24, 2004).

10.6     Form of  Subscription  Agreement  entered  into as of October  13, 2004
         between  the  Registrant  and each of the  Investors  set  forth on the
         Schedule of  Investors  thereto  (incorporated  by reference to exhibit
         10.1 of the  Registrant's  current  report on Form 8-K  filed  with the
         Securities and Exchange Commission on October 19, 2004).

                                      -13-

<PAGE>

NUMBER                             DESCRIPTION
--------------------------------------------------------------------------------
10.7     Form of  Settlement  Agreement  entered  into as of  October  13,  2004
         between  the  Registrant  and each of the  Creditors  set  forth on the
         Schedule of  Creditors  thereto  (incorporated  by reference to exhibit
         10.2 of the  Registrant's  current  report on Form 8-K  filed  with the
         Securities and Exchange Commission on October 19, 2004).

10.8     Form of  Subscription  Agreement  entered  into as of October  26, 2004
         between  the  Registrant  and each of the  Investors  set  forth on the
         Schedule of  Investors  thereto  (incorporated  by reference to exhibit
         10.1 of the  Registrant's  current  report on Form 8-K  filed  with the
         Securities and Exchange Commission on October 27, 2004).

10.9     Form of  Settlement  Agreement  entered  into as of  October  26,  2004
         between  the  Registrant  and each of the  Creditors  set  forth on the
         Schedule of  Creditors  thereto  (incorporated  by reference to exhibit
         10.2 of the  Registrant's  current  report on Form 8-K  filed  with the
         Securities and Exchange Commission on October 27, 2004).

10.10    Employment Agreement dated February 15, 2005 between the Registrant and
         John N. Fermanis.

14.1     Code of Ethics.

21.1     Subsidiaries  of the Registrant  (incorporated  by reference to exhibit
         21.1 of the Registrant's  registration statement on Form SB-2 (File No.
         333-120784)  filed  with the  Securities  and  Exchange  Commission  on
         November 24, 2004).

23.1*    Consent of Russell Bedford Stefanou Mirchandani LLP.

31.1     Certification of Chief Executive Officer pursuant to Item 601(b)(31) of
         Regulation   S-B,   as  adopted   pursuant   to  Section   302  of  the
         Sarbanes-Oxley Act of 2002.

31.2     Certification of Chief Financial Officer pursuant to Item 601(b)(31) of
         Regulation   S-B,   as  adopted   pursuant   to  Section   302  of  the
         Sarbanes-Oxley Act of 2002.

32.1*    Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section
         1350 as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
         2002.*

32.2*    Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section
         1350 as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
         2002.*

*        This exhibit shall not be deemed  "filed" for purposes of Section 18 of
         the  Securities  Exchange  Act of  1934  or  otherwise  subject  to the
         liabilities  of that section,  nor shall it be deemed  incorporated  by
         reference  in any  filing  under  the  Securities  Act of  1933  or the
         Securities  Exchange Act of 1934, whether made before or after the date
         hereof and  irrespective of any general  incorporation  language in any
         filings.

*        Previously  filed  with the annual  report on Form  10-KSB for the year
         ended  December  31,  2004 as filed with the  Securities  and  Exchange
         Commission on April 19, 2005.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The following table sets forth fees billed to us by our auditors during
the fiscal years ended December 31, 2004 and December 31, 2003 for: (i) services
rendered for the audit of our annual financial

                                      -14-

<PAGE>

statements and the review of our quarterly financial  statements,  (ii) services
by our auditor that are  reasonably  related to the  performance of the audit or
review of our  financial  statements  and that are not  reported  as Audit Fees,
(iii) services  rendered in connection with tax  compliance,  tax advice and tax
planning, and (iv) all other fees for services rendered.

                           December 31, 2004    December 31, 2003
                           --------------------------------------
(i)   Audit Fees                 $75,341              $49,676
(ii)  Audit Related Fees              --                   --
(iii) Tax Fees                        --                   --
(iv)  All Other Fees                  --                   --
                           ------------------         -------
      Total fees                 $75,341              $49,676
                           ==================         =======


AUDIT FEES.  Consists of fees billed for professional  services rendered for the
audit of the  Company's  consolidated  financial  statements  and  review of the
interim  consolidated  financial  statements  included in quarterly  reports and
services that are normally  provided by the Company's  certifying  accountant in
connection with statutory and regulatory filings or engagements.

POLICY  ON AUDIT  COMMITTEE  PRE-APPROVAL  OF AUDIT  AND  PERMISSIBLE  NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

         We currently do not have a designated Audit Committee, and accordingly,
the our Board of Directors'  policy is to pre-approve  all audit and permissible
non-audit  services  provided by the  independent  auditors.  These services may
include audit services, audit-related services, tax services and other services.
Pre-approval  is generally  provided for up to one year and any  pre-approval is
detailed as to the  particular  service or category of services and is generally
subject to a specific  budget.  The  independent  auditors  and  management  are
required to periodically  report to our Board of Directors  regarding the extent
of  services  provided  by the  independent  auditors  in  accordance  with this
pre-approval,  and the fees for the  services  performed  to date.  The Board of
Directors may also pre-approve particular services on a case-by-case basis.

                                      -15-

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on May 2, 2005.

                                IR BIOSCIENCES HOLDINGS, INC.

                                BY:   /S/ MICHAEL K. WILHELM
                                   ---------------------------------------------
                                      MICHAEL K. WILHELM
                                      PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                      -16-

<PAGE>


                                  EXHIBIT INDEX

NUMBER                             DESCRIPTION
--------------------------------------------------------------------------------
2.1      Agreement  and Plan of Merger dated July 2, 2003 among the  Registrant,
         GPN  Acquisition   Corporation  and   ImmuneRegen   BioSciences,   Inc.
         (incorporated  by  reference to exhibit 2 of the  Registrant's  current
         report on Form 8-k filed with the Securities and Exchange Commission on
         July 7, 2003).

3.1      Certificate of Incorporation filed with the Delaware Secretary of State
         on  June  4,  1985   (incorporated  by  reference  to  exhibit  of  the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.1(a)   Certificate of Amendment filed with the Delaware  Secretary of State on
         July 16,  1987  (incorporated  by  reference  to exhibit  3.1(a) of the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.1(b)   Certificate of Amendment filed with the Delaware  Secretary of State on
         February 3, 1992  (incorporated  by reference to exhibit  3.1(b) of the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.1(c)   Certificate of Amendment filed with the Delaware  Secretary of State on
         November 23, 1992  (incorporated  by reference to exhibit 3.1(C) of the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.1(d)   Certificate of Amendment filed with the Delaware  Secretary of State on
         December 15, 1994  (incorporated  by reference to exhibit 3.1(d) of the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.1(e)   Certificate of Amendment filed with the Delaware  Secretary of State on
         November 7, 1995  (incorporated  by reference to exhibit  3.1(e) of the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.1(f)   Certificate of Amendment filed with the Delaware  Secretary of State on
         December 30, 1996  (incorporated  by reference to exhibit 3.1(f) of the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.1(g)   Certificate of Amendment filed with the Delaware  Secretary of State on
         November 8, 2000  (incorporated  by reference to exhibit  3.1(h) of the
         Registrant's  annual report on Form 10-KSB for the year ended  December
         31, 2001 filed with the Securities and Exchange Commission on April 16,
         2002).

3.2      Amended and Restated  Bylaws of the  Registrant  dated as of January 1,
         2002  (incorporated  by reference  to exhibit 3(b) of the  Registrant's
         annual report on Form 10-KSB for the year ended December 31, 2001 filed
         with the Securities and Exchange Commission on April 16, 2002).

4.1      Specimen Stock Certificate (incorporated by reference to exhibit 4.1 of
         the  Registrant's   registration  statement  on  Form  SB-2  (File  No.
         333-120784)  filed  with the  Securities  and  Exchange  Commission  on
         November 24, 2004).

                                      -17-

<PAGE>

NUMBER                             DESCRIPTION
--------------------------------------------------------------------------------
4.2      2003  Stock  Option,   Deferred   Stock  and   Restricted   Stock  Plan
         (incorporated   by  reference  to  exhibit  4.1  of  the   Registrant's
         registration statement on Form S-8 (File No. 333-113511) filed with the
         Securities and Exchange Commission on March 11, 2004).

4.3      Form of Warrant by and between the Registrant and each of the Investors
         or Creditors,  as the case may be, who entered into an Agreement  filed
         as Exhibit 10.6, 10.7, 10.8 or 10.9 herewith (incorporated by reference
         to exhibit  4.1 of the  Registrant's  current  report on Form 8-K filed
         with the Securities and Exchange Commission on October 19, 2004).

4.4      Form of Registration Rights (Annex A to Subscription  Agreement) by and
         between the  Registrant  and each of the Investors who entered into the
         Agreements  filed as Exhibits 10.6 and 10.8 herewith  (incorporated  by
         reference to exhibit 4.2 of the Registrant's current report on Form 8-K
         filed with the Securities and Exchange Commission on October 19, 2004).

4.5      Form of Anti-Dilution Rights (Annex B to Subscription Agreement) by and
         between the  Registrant  and each of the Investors who entered into the
         Agreements  filed as Exhibits 10.6 and 10.8 herewith  (incorporated  by
         reference to exhibit 4.3 of the Registrant's current report on Form 8-K
         filed with the Securities and Exchange Commission on October 19, 2004).

4.6      Promissory Note issued from the Registrant to SBM  Certificate  Company
         as of April 28, 2004  (incorporated  by reference to exhibit 4.6 of the
         Registrant's  registration statement on Form SB-2 (File No. 333-120784)
         filed with the  Securities  and  Exchange  Commission  on November  24,
         2004).

10.1     Employment  Agreement  dated  December  16,  2002  between  ImmuneRegen
         BioSciences,  Inc., a subsidiary of the Registrant, and Michael Wilhelm
         (incorporated   by  reference  to  exhibit  10.1  of  the  Registrant's
         registration  statement on Form SB-2 (File No.  333-120784)  filed with
         the Securities and Exchange Commission on November 24, 2004).

10.2     Consulting  Agreement  dated  December  16,  2002  between  ImmuneRegen
         BioSciences,  Inc., a subsidiary  of the  Registrant,  and David Harris
         (incorporated   by  reference  to  exhibit  10.2  of  the  Registrant's
         registration  statement on Form SB-2 (File No.  333-120784)  filed with
         the Securities and Exchange Commission on November 24, 2004).

10.2(a)  First  Amendment to  Consulting  Agreement  dated  January 2003 between
         ImmuneRegen  BioSciences,  Inc., a subsidiary  of the  Registrant,  and
         David  Harris  (incorporated  by  reference  to exhibit  10.2(a) of the
         Registrant's  registration statement on Form SB-2 (File No. 333-120784)
         filed with the  Securities  and  Exchange  Commission  on November  24,
         2004).

10.3     Consulting  Agreement  dated  December  16,  2002  between  ImmuneRegen
         BioSciences,  Inc., a  subsidiary  of the  Registrant,  and Mark Witten
         (incorporated   by  reference  to  exhibit  10.3  of  the  Registrant's
         registration  statement on Form SB-2 (File No.  333-120784)  filed with
         the Securities and Exchange Commission on November 24, 2004).

10.3(a)  First  Amendment to  Consulting  Agreement  dated  January 2003 between
         ImmuneRegen BioSciences, Inc., a subsidiary of the Registrant, and Mark
         Witten   (incorporated   by  reference   to  exhibit   10.3(a)  of  the
         Registrant's  registration statement on Form SB-2 (File No. 333-120784)
         filed with the  Securities  and  Exchange  Commission  on November  24,
         2004).

10.4     License   Agreement   dated   December   16,  2002  among   ImmuneRegen
         BioSciences,  Inc., a subsidiary  of the  Registrant,  David Harris and
         Mark  Witten   (incorporated  by  reference  to  exhibit  10.4  of  the
         Registrant's  registration  statement on Form SB-2 File No. 333-120784)
         filed with the  Securities  and  Exchange  Commission  on November  24,
         2004).

10.4(a)  First  Amendment  to License  Agreement  dated  December 20, 2002 among
         ImmuneRegen  BioSciences,  Inc., a subsidiary of the Registrant,  David
         Harris and Mark Witten (incorporated by reference to exhibit 10.4(a) of
         the  Registrant's   registration  statement  on  Form  SB-2  (File  No.
         333-120784)  filed  with the  Securities  and  Exchange  Commission  on
         November 24, 2004).

                                      -18-

<PAGE>

NUMBER                             DESCRIPTION
--------------------------------------------------------------------------------
10.4(b)  Second  Amendment  to  License  Agreement  dated  June 26,  2003  among
         ImmuneRegen  BioSciences,  Inc., a subsidiary of the Registrant,  David
         Harris and Mark Witten (incorporated by reference to exhibit 10.4(b) of
         the  Registrant's   registration  statement  on  Form  SB-2  (File  No.
         333-120784)  filed  with the  Securities  and  Exchange  Commission  on
         November 24, 2004).

10.5     Lease  Agreement  dated July 1, 2004 between  ImmuneRegen  BioSciences,
         Inc.,  a  subsidiary  of the  Registrant,  and  The  Clayton  Companies
         (incorporated   by  reference  to  exhibit  10.5  of  the  Registrant's
         registration  statement on Form SB-2 (File No.  333-120784)  filed with
         the Securities and Exchange Commission on November 24, 2004).

10.6     Form of  Subscription  Agreement  entered  into as of October  13, 2004
         between  the  Registrant  and each of the  Investors  set  forth on the
         Schedule of  Investors  thereto  (incorporated  by reference to exhibit
         10.1 of the  Registrant's  current  report on Form 8-K  filed  with the
         Securities and Exchange Commission on October 19, 2004).

10.7     Form of  Settlement  Agreement  entered  into as of  October  13,  2004
         between  the  Registrant  and each of the  Creditors  set  forth on the
         Schedule of  Creditors  thereto  (incorporated  by reference to exhibit
         10.2 of the  Registrant's  current  report on Form 8-K  filed  with the
         Securities and Exchange Commission on October 19, 2004).

10.8     Form of  Subscription  Agreement  entered  into as of October  26, 2004
         between  the  Registrant  and each of the  Investors  set  forth on the
         Schedule of  Investors  thereto  (incorporated  by reference to exhibit
         10.1 of the  Registrant's  current  report on Form 8-K  filed  with the
         Securities and Exchange Commission on October 27, 2004).

10.9     Form of  Settlement  Agreement  entered  into as of  October  26,  2004
         between  the  Registrant  and each of the  Creditors  set  forth on the
         Schedule of  Creditors  thereto  (incorporated  by reference to exhibit
         10.2 of the  Registrant's  current  report on Form 8-K  filed  with the
         Securities and Exchange Commission on October 27, 2004).



10.10    Employment Agreement dated February 15, 2005 between the Registrant and
         John N. Fermanis.

14.1     Code of Ethics.



21.1     Subsidiaries  of the Registrant  (incorporated  by reference to exhibit
         21.1 of the Registrant's  registration statement on Form SB-2 (File No.
         333-120784)  filed  with the  Securities  and  Exchange  Commission  on
         November 24, 2004).

23.1*    Consent of Russell Bedford Stefanou Mirchandani LLP.

31.1     Certification of Chief Executive Officer pursuant to Item 601(b)(31) of
         Regulation   S-B,   as  adopted   pursuant   to  Section   302  of  the
         Sarbanes-Oxley Act of 2002.

31.2     Certification of Chief Financial Officer pursuant to Item 601(b)(31) of
         Regulation   S-B,   as  adopted   pursuant   to  Section   302  of  the
         Sarbanes-Oxley Act of 2002.

32.1*    Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section
         1350 as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
         2002.*

32.2*    Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section
         1350 as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
         2002.*

                                      -19-

<PAGE>

* This  exhibit  shall not be deemed  "filed" for  purposes of Section 18 of the
Securities  Exchange Act of 1934 or otherwise subject to the liabilities of that
section,  nor shall it be deemed  incorporated  by reference in any filing under
the Securities Act of 1933 or the Securities  Exchange Act of 1934, whether made
before or after the date hereof and  irrespective  of any general  incorporation
language in any filings.

*        Previously  filed  with the annual  report on Form  10-KSB for the year
         ended  December  31,  2004 as filed with the  Securities  and  Exchange
         Commission on April 19, 2005.

                                      -20-