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


                                  FORM 10-KSB/A
                                 AMENDMENT NO. 2


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

                  For the fiscal year ended December 31, 2003.

                                       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.)

  8655 East Via De Ventura, Suite E-155                  85258
 ---------------------------------------          -------------------
(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                                                   No X
   ---                                                  ---

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

<PAGE>

The aggregate market value of the Registrant's  issued and outstanding shares of
common stock held by  non-affiliates  of the Registrant as of May 6, 2004 (based
on the average of the bid and asked  prices as reported by the NASD OTC Bulletin
Board as of that date) was approximately $2,309,569.

The number of shares outstanding of Registrant's  Common Stock, par value $0.001
as of May 3, 2004: 27,581,274.

Documents Incorporated by reference:  None

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

                                       2

<PAGE>

                               TABLE OF CONTENTS

                                                                          Page
                                                                          ----

                                     PART I

Item 1.  Description of Business.............................................3


                                    PART III

Item 13. Exhibits and Reports on Form 8-K...................................17

         Signatures.........................................................18


                                       3

<PAGE>


                                INTRODUCTORY NOTE

THE  DISCUSSIONS  IN  THIS  FORM  10-KSB  MAY  CONTAIN  CERTAIN  FORWARD-LOOKING
STATEMENTS  WITHIN THE MEANING OF SECTION 27A OF THE  SECURITIES ACT OF 1933 AND
SECTION 21E OF THE  SECURITIES  EXCHANGE ACT OF 1934. IN ADDITION,  WHEN USED IN
THIS  FORM  10-KSB,  THE  WORDS  "ANTICIPATES,"  "IN THE  OPINION,"  "BELIEVES,"
"EXPECTS,"  AND SIMILAR  EXPRESSIONS  ARE  INTENDED TO IDENTIFY  FORWARD-LOOKING
STATEMENTS.  PLEASE  NOTE THAT THE SAFE  HARBOR FOR  FORWARD-LOOKING  STATEMENTS
UNDER THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT DO NOT APPLY TO
OUR COMPANY.  ACTUAL FUTURE RESULTS COULD DIFFER MATERIALLY FROM THOSE DESCRIBED
IN  THE  FORWARD-LOOKING   STATEMENTS  AS  A  RESULT  OF  FACTORS  DISCUSSED  IN
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS SET FORTH BELOW,  AS WELL AS IN "RISK FACTORS" SET FORTH HEREIN.  THE
COMPANY CAUTIONS THE READER,  HOWEVER, THAT THIS LIST OF RISK FACTORS MAY NOT BE
EXHAUSTIVE.  THE COMPANY  EXPRESSLY  DISCLAIMS ANY  OBLIGATION OR UNDERTAKING TO
RELEASE PUBLICLY ANY UPDATES OR CHANGES TO THESE FORWARD-LOOKING STATEMENTS THAT
MAY BE MADE TO REFLECT ANY ANTICIPATED OR UNANTICIPATED  EVENTS OR CIRCUMSTANCES
AFTER THE DATE OF SUCH STATEMENTS.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Unless the context otherwise  requires,  references to "we," "us," the "Company"
or "ImmuneRegen" mean IR BioSciences Holdings, Inc.

BUSINESS DEVELOPMENT

Our company, IR BioSciences Holdings, Inc., is a Delaware corporation and, until
July 2001,  was engaged in the  business of assisting  unaffiliated  early-stage
development and small to mid-sized  emerging growth companies with financial and
business development  services,  including raising capital in private and public
offerings. During 2001, we failed to meet our revenue targets. On July 27, 2001,
a majority  interest in our company was acquired by a private  investor,  and we
installed new management  and adopted a new business plan. The immediate  action
taken  regarding  this new  business  plan was to  discontinue  our then current
operations effective July 27, 2001.

On July 2, 2003, our company and ImmuneRegen Biosciences, Inc., a privately-held
Delaware corporation ("ImmuneRegen"),  entered into and consummated an Agreement
and Plan of Merger (the  "Merger").  In accordance  with the Merger,  on July 2,
2003, we acquired  ImmuneRegen in exchange for  10,531,585  shares of our common
stock.  The  transaction  contemplated  by the  Agreement  was  intended to be a
"tax-free"  reorganization  pursuant  to  the  provisions  of  Section  351  and
368(a)(1)(A)  of the Internal  Revenue Code of 1986,  as amended.  On August 29,
2003, the Registrant's name was changed from GPN Network, Inc. to IR BioSciences
Holdings, Inc.

CORPORATE STRUCTURE

IR BioSciences  Holdings is a  publicly-traded  entity and has one  wholly-owned
subsidiary:  ImmuneRegen BioSciences,  Inc. ImmuneRegen  BioSciences,  Inc. is a
Delaware Corporation,  and was incorporated on October 30, 2002. Currently,  all
of our Company's operations are conducted by ImmuneRegen BioSciences, Inc.

BUSINESS DESCRIPTION

ImmuneRegen BioSciences, Inc. is a biotechnology company engaged in the research
and  development of  applications  utilizing  modified  substance P, a naturally
occurring immunomodulator. Derived from homeostatic substance P, ImmuneRegen has
named its proprietary  compound  "Homspera."  Currently,  ImmuneRegen  holds two
patents  and  four  provisional  patents  in the  United  States.  Additionally,
ImmuneRegen  holds a patent with the European Union and Australia and is seeking
to extend its patents into Canada and, possibly, Japan.

ImmuneRegen's  initial  areas  of focus  will be in  continuing  development  of
several applications for use in improving pulmonary function and stimulating the
immune system.  These  applications  have been derived from research studies and
positive  results from  laboratory  tests  conducted by management over the past
nine years.

With  the  assistance  of  our  U.S.  Food  and  Drug   Administration   ("FDA")
consultants,  Synergos, Inc., ImmuneRegen plans to apply for Investigational New
Drug ("IND") approval from the FDA. Based on ImmuneRegen's past test results and
continuing studies, ImmuneRegen believes that its IND may be activated, allowing
it to begin its human clinical trials using the Homspera compound as a treatment
for lung injury caused by acute respiratory disease syndrome ("ARDS"),  an often
fatal disease.

ImmuneRegen's  goal is to enter into overseas  licensing and royalty  agreements
for its  applications  while awaiting  approval by the FDA in the Unites States.

                                       4

<PAGE>

Once approval has been obtained by the FDA,  ImmuneRegen hopes to further expand
its sales efforts  internationally  and will attempt to begin to generate  sales
domestically  through the  licensing and the direct sales of its products in the
United   States.   A  goal  is  to   strategically   align  itself  with  larger
pharmaceutical  and other  biotechnology and medical research  companies,  which
ImmuneRegen  believes  may  enhance  its  ability  to succeed  in  reaching  the
objectives of bringing its applications to the  marketplace.  If FDA approval is
granted,  ImmuneRegen  intends  to  seek to  establish  license  agreements  and
relationships domestically that will bring Homspera to those in need of it.

Substance p
-----------

Substance  P, first  isolated in 1931,  is a  bioactive  11-amino  acid  peptide
belonging to a group of neurokinins (small peptides that are broadly distributed
in the central nervous system and peripheral  nervous  system).  Substance P has
been  found  to be  involved  in many  physiological  processes  including  pain
modulation,  smooth muscle contraction,  blood pressure control, kidney function
and water homeostasis. The peptide is widely distributed in numerous tissues and
body   fluids   including   the   central   and   peripheral   nervous   system,
gastrointestinal tract, visual system and circulatory system.

In the 1950s,  substance P was considered to be the neurotransmitter for primary
sensory afferent fibers, or the pain transmitter.  By the 1970s, the biochemical
properties of purified  substance P were found to be a  proteinaceous  substance
composed of amino acids that, subsequently, could be synthetically derived.

Since  then,  substance  P has  been  extensively  studied  by  researchers  and
scientists worldwide because of its many general  physiological  effects (smooth
muscle  contraction,  inflammation,  neurotransmission,  blood vessel  dilation,
histamine release,  and activation of the immune system) including its potential
to stimulate  epithelial  growth;  heal ulcers and ocular wounds;  and, as a new
approach to dulling anxiety and relieving depression and stress.

ImmuneRegen's  patents  and  continued  substance P research  are  derived  from
discoveries  made during  research  funded by the Air Force Office of Scientific
Research in the early 1990s. During this research ImmuneRegen's  founders,  Drs.
Witten and Harris,  observed that the exposure of animals to jet fuels  resulted
in pathological  changes in the lung and immune systems of those exposed. It was
also observed  that such exposure  resulted in depletion of substance P from the
lungs of the animals.  These studies further showed that the  administration  of
substance P may help prevent and reverse the effects of jet fuel exposure in the
lungs, as well as protect and regenerate the immune system.  The immune findings
led to early research on the treatment of exposure to acute radiation and on the
possible reversal of lung damage caused by ARDS and cigarette smoke.

Research & Development
----------------------

Homspera is a proprietary  compound  created by modifying  substance P. Based on
initial findings and ongoing research studies,  ImmuneRegen intends to initially
focus on developing  treatments for acute radiation  syndrome ("ARS"),  ARDS and
hair  replacement  related to loss due to  traditional  anti-cancer  treatments.
Additionally,  management  believes  that  Homspera  may be  proven  to  provide
applications  for: 1) lessening lung damage caused by cigarette  smoke and other
toxicants  related to air pollution;  2) the treatment of  respiratory  diseases
associated with chronic obstructive pulmonary disease ("COPD"); 3) the treatment
of lung and other cancers; 4) hair replacement; and, 5) the treatment of animals
through the development of similar applications for use in veterinary medicine.

In the  future,  ImmuneRegen  believes  that  it may be  able  to  increase  and
strengthen its market  position in the following  ways: (i) working with the FDA
to  obtain  the  approval  of  the  Homspera  and  future   developments;   (ii)
investigating foreign markets for the use of Homspera and future products;  and,
(iii) continuing its current research into developing new applications.

ImmuneRegen  has  established  a  pilot   manufacturing   facility  at  its  lab
headquarters in Tucson,  Arizona for the production of  immune-based  therapies.
ImmuneRegen  expect these  facilities to be adequate to supply limited  clinical
trial quantities for its products under  development.  Additional  manufacturing
capacity will be needed for commercial scale production,  if these therapies are
approved for commercial sale.

For the manufacture of the applications  under  development,  ImmuneRegen obtain
synthetic  peptides from third party  manufacturers.  ImmuneRegen  believes that
synthesized version of substance P is readily available at low cost from several
life  science and  technology  companies  that provide  biochemical  and organic
chemical   products  and  kits  used  in   scientific   and  genomic   research,
biotechnology,  pharmaceutical  development  and the  diagnosis  of disease  and
chemical manufacturing.  ImmuneRegen believes that the synthetic substance P and
other materials necessary to produce Homspera are readily available from various
sources,  and several  suppliers  are capable of  supplying  substance P in both
clinical and  commercial  quantities.  These  suppliers  also store and ship the
product as well.

ImmuneRegen  expects that its products  will use an inhaler  (puffer)  device to
deliver Homspera to the user. To develop, manufacture and test an inhaler device
ImmuneRegen  hopes to partner  with a drug  development  and  chemical  services
company that offers services ranging from pre-clinical and toxicology studies to
clinical trial support and  manufacturing  services.  ImmuneRegen  believes that
such a partnership may enable it to decrease the time-to-market for its products
and to increase its productivity.

                                       5

<PAGE>

Our Products
------------

Based on its initial research  findings,  ImmuneRegen plans to initially develop
applications using Homspera for:

         o  The treatment for ARS;

         o  The treatment of ARDS; and,

         o  Hair loss replacement/attenuation due to its traditional anti-cancer
            treatments.

While  performing the necessary  research  studies and due diligence to gain FDA
approval  of  Homspera,   ImmuneRegen   hopes  to  enter  into  various  license
agreements, joint ventures and perform additional research overseas.

In conjunction with these initial areas  ImmuneRegen  plans to continue research
and data collection,  perform further research studies,  and hopes to enter into
license agreements overseas for:

         o  Therapies that may lessen lung damage caused by cigarette  smoke and
            other toxicants related to air pollution;

         o  Providing a possible solution to the hair replacement industry; and,

         o  The treatment of animals through the possible development of similar
            applications for use in veterinary medicine.

Looking  ahead,  based  on  collected  preliminary  research  data,  ImmuneRegen
believes it may be able to develop applications for:

         o  Reducing the risk of cancer development;

         o  Prevention of the spread and metastasis of cancer;

         o  The treatment of lung and other cancers;

         o  Enhancing an immune response to a viral infection; and,

         o  Boosting a suppressed  or failing  immune  system,  which has direct
            applications  in  the  treatment  of the  common  cold,  AIDS,  food
            poisoning and slowing the effects of aging.


Immuneregen's Strategy
----------------------


ImmuneRegen's  strategy is to develop,  test and obtain regulatory  approval for
various  applications  using  Homspera in a diverse array of  applications.  The
first two  regulatory  approvals  ImmuneRegen  hopes to obtain are in the United
States and Europe.  ImmuneRegen is currently investigating  regulatory and other
requirements  in  these  countries,  as  well  as  others.  ImmuneRegen  is also
evaluating  other  market  for  distribution  of  Homspera  and  hopes to secure
potential strategic partners and licensees in these foreign markets.

ImmuneRegen's strategy is focused on the following major steps:

ESTABLISHING AND FORMALIZING STRATEGIC PARTNERING RELATIONSHIPS.

ImmuneRegen's  aim is to establish  relationships  with industry  leaders in the
pharmaceutical and medical device industries for application-specific  sales and
distribution  of its techniques and products,  both domestic and  international.
ImmuneRegen  believes this may have the effect of  generating  revenues in under
twelve months after funding in the form of license  agreements with companies in
Europe and other  countries,  while awaiting  possible FDA approval for sales in
the United States to begin.

ACCELERATING CURRENT RESEARCH EFFORTS.

ImmuneRegen is working on capturing the full benefit of the Homspera  technology
in applications  relating to the aforementioned  fields.  Further,  the research
that has produced Homspera could be applicable to other processes.

EXPANDING PRODUCTION FACILITY CAPACITY.

ImmuneRegen intends to operate a laboratory facility in Tucson,  Arizona,  which
is equipped with state-of-the-art culture equipment, instrumentation and storage
systems. ImmuneRegen intends to implement expansion plans if it receives its IND
from the FDA.

                                       6

<PAGE>

EXPANDING SALES, PRODUCTION AND ADMINISTRATIVE RESOURCES.

Sales,  increased research, and foreign affiliations will require more resources
by  ImmuneRegen.  ImmuneRegen  hopes these will be supplied  through third party
relationships and increases to staff as necessary.

SUPPLEMENTING AND LEVERAGING EXISTING ADVISORY RELATIONSHIPS.

Pharmaceutical,  biotechnology and corporate companies are a primary channel for
introducing  and  distributing   new  products.   To  facilitate  the  marketing
strategies  outlined above,  ImmuneRegen  intends to supplement and leverage its
existing relationships.

In the  future,  ImmuneRegen  believes  that  it may be  able  to  increase  and
strengthen its market  position in the following  ways: (i) working with the FDA
to  obtain  the  approval  of  the  Homspera  and  future   developments;   (ii)
investigating foreign markets for the use of Homspera and future products;  and,
(iii) continuing its current research into the science of attenuating ailments.

Manufacturing
-------------

ImmuneRegen  has  established  a  pilot   manufacturing   facility  at  its  lab
headquarters in Tucson,  Arizona for the production of  immune-based  therapies.
ImmuneRegen  expects these  facilities to be adequate to supply limited clinical
trial quantities for our products under  development.  Additional  manufacturing
capacity will be needed for commercial scale production,  if these therapies are
approved for commercial sale.

For the manufacture of the applications under development,  ImmuneRegen  obtains
synthetic  peptides  from  third  party  manufacturers.  ImmuneRegen  believes a
synthesized version of substance P is readily available at low cost from several
life  science and  technology  companies  that provide  biochemical  and organic
chemical   products  and  kits  used  in   scientific   and  genomic   research,
biotechnology,  pharmaceutical  development  and the  diagnosis  of disease  and
chemical manufacturing.  ImmuneRegen believes that the synthetic substance P and
other materials necessary to produce Homspera are readily available from various
sources,  and several  suppliers  are capable of  supplying  substance P in both
clinical and  commercial  quantities.  These  suppliers  also store and ship the
product as well.

ImmuneRegen's  products will use an inhaler  (puffer) device to deliver Homspera
to the user. To develop,  manufacture  and test an inhaler  device,  ImmuneRegen
hopes to partner with a  full-service  drug  development  and chemical  services
company that offers services ranging from pre-clinical and toxicology studies to
clinical trial support and manufacturing  services.  ImmuneRegen believes such a
partnership may enable it to decrease the time-to-market for its products and to
increase its productivity.

Government Regulation
---------------------

Our  development,  manufacture and potential sale of therapeutics are subject to
extensive regulation by United States and foreign governmental  authorities.  In
particular,  pharmaceutical  products  are subject to rigorous  preclinical  and
clinical  testing and to other  approval  requirements  by the FDA in the United
States under the Food, Drug and Cosmetic Act, and by comparable agencies in most
foreign countries.

As an initial step in the FDA regulatory  approval process,  preclinical studies
are typically  conducted in animals to identify  potential safety problems.  For
certain  diseases,  animal  models exist that are believed to be  predictive  of
human  efficacy.  For such  diseases,  a drug  candidate  is tested in an animal
model.  The  results of the studies  are  submitted  to the FDA as a part of the
Investigational  New Drug  application  (IND)  that is filed to comply  with FDA
regulations  prior to  commencement  of human  clinical  testing in the U.S. For
diseases for which no  appropriately  predictive  animal model  exists,  no such
results can be filed.  As a result,  no IN VIVO  evidence  of efficacy  would be
available until such compounds progress to human clinical trials.

Clinical trials are typically conducted in three sequential phases, although the
phases  may  overlap.  In Phase I,  which  frequently  begins  with the  initial
introduction of the drug into healthy human subjects prior to introduction  into
patients, the compound will be tested for safety, dosage tolerance,  absorption,
bioavailability,  biodistribution,  metabolism, excretion, clinical pharmacology
and, if possible,  for early  information on  effectiveness.  Phase II typically
involves studies in a small sample of the intended patient  population to assess
the efficacy and  duration of the drug for a specific  indication,  to determine
dose tolerance and the optimal dose range and to gather  additional  information
relating  to  safety  and  potential  adverse  effects.  Phase  III  trials  are
undertaken  to further  evaluate  clinical  safety and  efficacy  in an expanded
patient  population at  geographically  dispersed  study sites, to determine the
overall  risk-benefit  ratio of the drug and to  provide an  adequate  basis for
physician labeling. Each trial is conducted in accordance with certain standards
under  protocols that detail the  objectives of the study,  the parameters to be
used to monitor safety and the efficacy criteria to be evaluated.  Each protocol
must be submitted to the FDA as part of the IND.  Further,  each clinical  study
must  be  evaluated  by  an  independent   Institutional  Review  Board  at  the
institution at which the study will be conducted. The Institutional Review Board
will consider, among other things, ethical factors, the safety of human subjects
and the possible liability of the institution.

Data from preclinical  testing and clinical trials are submitted to the FDA in a
New Drug  Application  (NDA) for marketing  approval.  The process of completing
clinical  testing and  obtaining FDA approval for a new drug is likely to take a
number of years and require the expenditure of substantial resources.  Preparing
an  NDA  involves  considerable  data  collection,  verification,  analysis  and


                                       7
<PAGE>

expense, and there can be no assurance that approval will be granted on a timely
basis,  if at all.  The  approval  process is  affected  by a number of factors,
including  the  severity  of  the  disease,   the  availability  of  alternative
treatments and the risks and benefits  demonstrated in clinical trials.  The FDA
may deny an NDA if  applicable  regulatory  criteria  are not  satisfied  or may
require  additional  testing or information.  Among the conditions for marketing
approval is the requirement that the prospective  manufacturer's quality control
and manufacturing  procedures conform to the FDA's CGMP regulations,  which must
be  followed  at all  times.  In  complying  with  standards  set forth in these
regulations,  manufacturers  must continue to expend time,  monies and effort in
the area of production and quality control to ensure full mechnical  compliance.
Manufacturing  establishments,  both foreign and  domestic,  also are subject to
inspections  by or under the  authority of the FDA and by or under the authority
of other federal, state or local agencies.

Even after initial FDA approval has been obtained,  further  studies,  including
post-marketing studies, may be required to provide additional data on safety and
will be required to gain  approval  for the use of a product as a treatment  for
clinical  indications  other  than  those for which the  product  was  initially
tested. Also, the FDA will require post-marketing  reporting to monitor the side
effects of the drug.  Results  of  post-marketing  programs  may limit or expand
further marketing of the drug products.  Further, if there are any modifications
to the drug, including changes in indication, manufacturing process, labeling or
manufacturing  facilities,  an NDA supplement may be required to be submitted to
the FDA.

The Orphan Drug Act provides  incentives  to drug  manufacturers  to develop and
manufacture  drugs for the treatment of diseases or conditions that affect fewer
than 200,000  individuals in the United  States.  Orphan drug status can also be
sought for diseases or conditions  that affect more than 200,000  individuals in
the United States if the sponsor does not  realistically  anticipate its product
becoming profitable from sales in the United States.  Under the Orphan Drug Act,
a manufacturer  of a designated  orphan  product can seek tax benefits,  and the
holder of the first FDA approval of a designated  orphan product will be granted
a  seven-year  period of marketing  exclusivity  for that product for the orphan
indication.  While the  marketing  exclusivity  of an orphan drug would  prevent
other  sponsors  from  obtaining  approval  of the  same  compound  for the same
indication,  it would not prevent  other types of drugs from being  approved for
the same use. We may apply for orphan  drug  status for the use of Homspera  for
certain indications.

Under the Drug Price  Competition  and Patent Term  Restoration  Act of 1984,  a
sponsor may be granted marketing  exclusivity for a period of time following FDA
approval of certain drug  applications  if FDA  approval is received  before the
expiration of the patent's  original  term.  This  marketing  exclusivity  would
prevent a third party from  obtaining  FDA  approval  for a similar or identical
drug through an Abbreviated New Drug Application,  which is the application form
typically used by manufacturers  seeking approval of a generic drug. The statute
also allows a patent  owner to extend the term of the patent for a period  equal
to  one-half  the period of time  elapsed  between  the filing of an IND and the
filing of the  corresponding  NDA plus the period of time  between the filing of
the NDA and FDA approval.  We may seek the benefits of this  statute,  but there
can be no assurance that we will be able to obtain any such benefits.

Whether or not FDA  approval  has been  obtained,  approval of a drug product by
regulatory  authorities  in  foreign  countries  must be  obtained  prior to the
commencement of commercial sales of the product in such countries. Historically,
the requirements governing the conduct of clinical trials and product approvals,
and the time required for approval, have varied widely from country to country.

In addition to the statutes and regulations described above, we are also subject
to regulation  under the Occupational  Safety and Health Act, the  Environmental
Protection Act, the Toxic Substances Control Act, the Resource  Conservation and
Recovery Act and other present and  potential  future  federal,  state and local
regulations.

FACILITIES

The  Company has a lease  agreement  for 1,440  square  feet of office  space in
Scottsdale,  Arizona.  The lease expires August 31, 2004. Rent expense is $2,734
per month.

EMPLOYEES

As of December  31,  2003,  ImmuneRegen  had one  full-time  employee  and three
contract employees.  Our sole full time employee is our Chief Executive Officer,
Michael K. Wilhelm. None of its employees are covered by a collective bargaining
agreement.

RISK FACTORS

In evaluating  our business,  you should  consider the following  discussions of
risks, in addition to other information  contained in this report as well as our
other public  filings with the Securities  and Exchange  Commission.  Any of the
following  risks  could  materially  adversely  affect our  business,  financial
condition, results of operations and prospects.


WE HAVE  LIMITED CASH  RESOURCES,  AN  ACCUMULATED  DEFICIT,  ARE NOT  CURRENTLY
PROFITABLE AND EXPECT TO INCUR SIGNIFICANT EXPENSES IN THE NEAR FUTURE.

As December 31, 2003, our working capital totaled approximately  $(866,040).  We
have  incurred a  substantial  net loss for the  period  from our  inception  in

                                      8

<PAGE>

October 2002 to December 31, 2003,  and  currently  experiencing  negative  cash
flow.  We expect to  continue to  experience  negative  cash flow and  operating
losses through at least 2004 and possibly thereafter.  As a result, we will need
to generate significant revenues to achieve profitability.  If our revenues grow
more  slowly  than  we  anticipate,  or if our  operating  expenses  exceed  our
expectations, we may experience reduced profitability.

WE MAY FAIL TO  BECOME  AND  REMAIN  PROFITABLE  OR WE MAY BE UNABLE TO FUND OUR
CONTINUING LOSSES, IN WHICH CASE OUR BUSINESS MAY FAIL.

We are  focused on product  development  and have not  generated  any revenue to
date. We have incurred  operating  losses since our inception.  Our net loss for
the twelve  months ended  December 31, 2003 was  $1,856,702.  As of December 31,
2003, we had an accumulated deficit of $1,902,620.

We currently have no product  candidates  for sale in the United States,  and we
cannot  guarantee  that we will  ever have  marketable  products  in the  United
States.  We must  demonstrate  that  our  product  candidates  satisfy  rigorous
standards of safety and efficacy before the FDA and other regulatory authorities
in the  United  States and abroad  will  approve  the  products  for  commercial
marketing. We will need to conduct significant additional research,  preclinical
testing and clinical  testing before we can file  applications  with the FDA for
approval of our product candidates.  In addition,  to compete  effectively,  our
future  products  must  be  easy  to  use,   cost-effective  and  economical  to
manufacture on a commercial scale. We may not achieve any of these objectives.

We expect to incur losses as we research,  develop and seek regulatory approvals
for our  products.  If our  products  fail in  clinical  trials  or do not  gain
regulatory  approval,  or if our products do not achieve market  acceptance,  we
will not be profitable. If we fail to become and remain profitable, or if we are
unable to fund our continuing losses, our business may fail.

OUR INDEPENDENT OUTSIDE AUDITORS HAVE RAISED SUBSTANTIAL DOUBT ABOUT OUR ABILITY
TO CONTINUE AS A GOING CONCERN.

Our  independent  certified  public  accountants  have  stated  in their  report
included  in this Form  10-KSB  that the  Company  has  incurred  a net loss and
negative cash flows from  operations of $1,856,702  and $996,890,  respectively,
for the year ended December 31, 2003, and a lack of operational  history,  among
other matters,  that raise  substantial doubt about its ability to continue as a
going concern, which contemplates, among other things, the realization of assets
and satisfaction of liabilities in the normal course of business.  The effect of
this going concern would  materially  and adversely  affect our ability to raise
capital, our relationship with potential suppliers and customers, and have other
unforeseen effects.

OUR  OPERATING  EXPENSES  ARE  UNPREDICTABLE,  WHICH MAY  ADVERSELY  AFFECT  OUR
BUSINESS, OPERATIONS AND FINANCIAL CONDITION.

As a result of our limited  operating history and because of the emerging nature
of the markets in which we will compete,  our financial data is of limited value
in planning  future  operating  expenses.  To the extent our operating  expenses
precede or are not rapidly followed by increased revenue, our business,  results
of operations and financial condition may be materially adversely affected.  Our
expense  levels  will be based  in part on our  expectations  concerning  future
revenues. A significant portion of our revenue is anticipated to be derived from
Homspera; however the size and extent of such revenues are wholly dependent upon
the  choices  and  demand  of  individuals,  which  are  difficult  to  forecast
accurately.  We may be unable to adjust  our  operations  in a timely  manner to
compensate  for  any  unexpected  shortfall  in  revenues.   Further,   business
development and marketing  expenses may increase  significantly as we expand our
operations.


IF OUR PLAN IS NOT SUCCESSFUL OR MANAGEMENT IS NOT  EFFECTIVE,  THE VALUE OF OUR
COMMON STOCK MAY DECLINE.


Our operating subsidiary,  ImmuneRegen BioSciences, Inc., was founded in October
2002. As a result,  we are a development  stage company with a limited operating
history that makes it impossible to reliably predict future growth and operating
results. Our business and prospects must be considered in light of the risks and
uncertainties  frequently  encountered  by  companies  in their early  stages of
development. In particular, we have not demonstrated that we can:

         o  ensure that our  products  function  as  intended in human  clinical
            applications;

         o  obtain the regulatory approvals necessary to commercialize  products
            that we may develop in the future;

         o  manufacture,  or arrange for  third-parties  to manufacture,  future
            products in a manner that will enable us to be profitable;

         o  establish  many of the  business  functions  necessary  to  operate,
            including sales, marketing,  administrative and financial functions,
            and establish appropriate financial controls;

         o  make,  use, and sell future products  without  infringing upon third
            party  intellectual  property rights;  or,

         o  respond effectively to competitive pressures.

                                       9

<PAGE>

We cannot be sure that we will be  successful in meeting  these  challenges  and
addressing  these  risks  and  uncertainties.  If we are  unable  to do so,  our
business will not be successful.

WE WILL BE REQUIRED TO RAISE  ADDITIONAL  CAPITAL TO FUND OUR OPERATIONS.  IF WE
CANNOT RAISE  NEEDED  ADDITIONAL  CAPITAL IN THE FUTURE,  WE WILL BE REQUIRED TO
CEASE OPERATIONS.

We require substantial  working capital to fund our operations.  Since we do not
expect to generate  significant  revenues in the foreseeable future, in order to
fund operations,  we will be completely  dependent on additional debt and equity
financing  arrangements.  As of December 31, 2003, our cash and cash equivalents
totaled  approximately  $10,534.  Based on our current  plans,  we believe these
financial resources, and interest earned thereon, will be sufficient to meet our
operating expenses and capital requirements for at least the next 30 days. There
is no  assurance  that any  financing  will be  sufficient  to fund our  capital
expenditures,  working capital and other cash  requirements  for the fiscal year
ending  December 31, 2004.  No assurance  can be given that any such  additional
funding  will be  available  or that,  if  available,  can be  obtained on terms
favorable to us. If we are unable to raise needed funds on acceptable  terms, we
will not be able to develop or enhance our  products,  take  advantage of future
opportunities or respond to competitive pressures or unanticipated requirements.
A material  shortage of capital will  require us to take  drastic  steps such as
reducing our level of  operations,  disposing  of selected  assets or seeking an
acquisition  partner.  If cash is insufficient,  we will not be able to continue
operations.

We expect to require  substantial  additional funds in order to finance our drug
discovery and development programs,  fund operating expenses,  pursue regulatory
clearances,  develop  manufacturing,   marketing  and  sales  capabilities,  and
prosecute and defend our intellectual  property  rights.  We may seek additional
funding   through   public  or  private   financing  or  through   collaborative
arrangements with strategic partners.

You should be aware that in the future:

         o  we may not obtain additional  financial  resources when necessary or
            on terms favorable to us, if at all; and,

         o  any available additional financing may not be adequate.

If we cannot raise additional funds when needed, or on acceptable terms, we will
not be able to continue to develop our drug candidates.  We require  substantial
working  capital  to fund our  operations.  Since we do not  expect to  generate
significant revenues in the foreseeable future, in order to fund operations,  we
will  be  completely   dependent  on  additional   debt  and  equity   financing
arrangements.  There is no assurance  that any  financing  will be sufficient to
fund our capital  expenditures,  working capital and other cash requirements for
the next 12 months.  Our working capital as of December 31, 2004 was $(866,040).
No assurance can be given that any such additional  funding will be available or
that, if available,  can be obtained on terms  favorable to us. If we are unable
to raise needed  funds on  acceptable  terms,  we will not be able to develop or
enhance our  products,  take  advantage  of future  opportunities  or respond to
competitive  pressures or  unanticipated  requirements.  A material  shortage of
capital  will  require us to take  drastic  steps such as reducing  our level of
operations,  disposing of selected assets or seeking an acquisition  partner. If
cash is insufficient, we will not be able to continue operations.


ALL OUR APPLICATIONS ARE ALL DERIVED FROM THE USE OF HOMSPERA. IF HOMSPERA IS
FOUND TO BE UNSAFE OR INEFFECTIVE, WE WOULD HAVE NO POTENTIAL SOURCE OF REVENUES
AND MAY BE REQUIRED TO CEASE OPERATIONS.

All  our  potential  applications  are  derived  from  the use of  Homspera.  In
addition,  we  expect to  utilize  Homspera  in the  development  of any  future
products we market. If these current or future Homspera-based products are found
to be unsafe or ineffective due to the use of Homspera, we may have to modify or
cease  production of the products.  As all of our  applications  utilize or will
utilize  Homspera,  any findings  that Homspera is unsafe or  ineffective  would
severely harm our Homspera-based  business operations,  since all of our primary
revenue sources would be negatively affected by such findings. In such an event,
we may be required to cease operations.


IF WE FAIL TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE  PRODUCTS,  WE WILL HAVE TO
CEASE OPERATIONS.

Our failure to develop and commercialize  products successfully will cause us to
cease  operations.  Our  potential  therapies  utilizing  Homspera  will require
significant additional research and development efforts and regulatory approvals
prior to potential commercialization in the future. We cannot guarantee that we,
or our  corporate  collaborators,  if  any,  will  ever  obtain  any  regulatory
approvals of  Homspera.  We currently  are  focusing  our core  competencies  on
Homspera  although  there may be no assurance  that we will be  successful in so
doing.

Our  therapies  and  technologies  utilizing  Homspera  is at  early  stages  of
development  and may not be shown to be safe or effective  and may never receive
regulatory  approval.  Our  technologies  utilizing  Homspera  have not yet been
tested in  humans.  Regulatory  authorities  may not  permit  human  testing  of
potential  products  based  on these  technologies.  Even if  human  testing  is
permitted,  any  potential  products  based on Homspera may not be  successfully
developed or shown to be safe or effective.

The results of our preclinical studies and clinical trials may not be indicative
or future  clinical  trial  results.  A commitment of  substantial  resources to
conduct time-consuming research, preclinical studies and clinical trials will be


                                       10

<PAGE>

required if we are to develop any products. Delays in planned patient enrollment
in our clinical  trials may result in increased  costs,  program delays or both.
None of our  potential  products  may prove to be safe or  effective in clinical
trials. Approval of the Unites States Food and Drug Administration,  the FDA, or
other regulatory  approvals,  including export license  permissions,  may not be
obtained and even if successfully developed and approved, our potential products
may not achieve market acceptance.  Any products resulting from our programs may
not be successfully  developed or commercially  available for a number of years,
if at all.

Moreover,  unacceptable  toxicity or side effects could occur at any time in the
course of human clinical trials or, if any products are  successfully  developed
and  approved  for  marketing,  during  commercial  use of  any of our  proposed
products.  The  appearance  of any  unacceptable  toxicity or side effects could
interrupt, limit, delay or abort the development of any of our proposed products
or, if previously approved, necessitate their withdrawal from the market.


THE MARKET FOR TREATING  ACUTE  RADIATION  SYNDROME IS  UNCERTAIN  AND IF WE ARE
UNABLE  TO  SUCCESSFULLY   COMMERCIALIZE   RADILEX,  WE  WILL  NOT  RECOGNIZE  A
SIGNIFICANT PORTION OF OUR PLANNED REVENUES.


We do not believe any drug has ever been  approved  and  commercialized  for the
treatment of severe  acute  radiation  injury.  In  addition,  the  incidence of
large-scale   exposure  to  nuclear  or   radiological   events  has  been  low.
Accordingly,  even if Radilex,  our lead drug candidate to treat Acute Radiation
Syndrome (ARS), is approved by the FDA, we cannot predict with any certainty the
size of this market.  The potential  market for Radilex is largely  dependent on
the  size of  stockpiling  orders,  if any,  procured  by the U.S.  and  foreign
governments. While a number of governments have historically stockpiled drugs to
treat  indications such as smallpox,  anthrax  exposure,  plague,  tularemia and
certain  long-term  effects  of  radiation  exposure,  we  are  unaware  of  any
significant  stockpiling  orders for drugs to treat  ARS.  While we have filed a
formal response to the U.S.  Department of Health and Human Services Request for
Information  (RFI) for therapeutics to treat ARS, at least one other company has
responded  to this RFI,  and we cannot  guarantee  that our response to this RFI
will  result in a U.S.  Department  of Health  and Human  Services  Request  for
Proposal (RFP) or any stockpiling  orders. A decision by the U.S.  Government to
enter into a commitment to purchase Radilex prior to FDA approval is largely out
of our control.  Our  development  plans and  timelines  may vary  substantially
depending  on  whether  we  receive  such a  commitment  and  the  size  of such
commitment,  if any. In  addition,  even if Radilex is  approved  by  regulatory
authorities, we cannot guarantee that we will receive any stockpiling orders for
Radilex,  that any such order would be  profitable  to us or that  Radilex  will
achieve market acceptance by the general public.


THE LENGTHY PRODUCT  APPROVAL  PROCESS AND UNCERTAINTY OF GOVERNMENT  REGULATORY
REQUIREMENTS MAY DELAY OR PREVENT US FROM COMMERCIALIZING PROPOSED PRODUCTS, AND
THEREFORE ADVERSELY AFFECT THE TIMING AND LEVEL OF FUTURE REVENUES, IF ANY.

The process of obtaining FDA and other  regulatory  approvals is time consuming,
expensive and difficult to design and  implement.  Clinical  trials are required
and the marketing and  manufacturing of our applications are subject to rigorous
testing  procedures.  Significant  delays in  clinical  trials  will  impede our
ability  to  commercialize  our  applications  and  generate  revenue  and could
significantly increase our development costs. The commencement and completion of
clinical trials for our  Homspera-based  applications or any of our applications
could be delayed or prevented by a variety of factors, including:

         o  delays in obtaining regulatory approvals to commence a study;

         o  delays in  identifying  and reaching  agreement on acceptable  terms
            with prospective clinical trial sites;

         o  delays in the enrollment of patients;

         o  lack of efficacy during clinical trials; or,

         o  unforeseen safety issues.

     Even if marketing  approval  from the FDA is  received,  the FDA may impose
     post-marketing requirements, such as:

         o  labeling and advertising requirements,  restrictions or limitations,
            including the inclusion of warnings, precautions, contra-indications
            or use  limitations  that could have a material impact on the future
            profitability of our applications;

         o  testing and  surveillance  to monitor our future  products and their
            continued compliance with regulatory requirements;


                                       11
<PAGE>


         o  submitting  products for inspection  and, if any inspection  reveals
            that the product is not in compliance,  prohibiting  the sale of all
            products;

         o  suspending manufacturing; or

         o  withdrawing marketing clearance.

         Additionally,  the FDA's policies may change and additional  government
regulations may be enacted,  which could prevent or delay regulatory approval of
our applications.  We cannot predict the likelihood, nature or extent of adverse
government  regulation that may arise from future  legislation or administrative
action,  either in the United  States or abroad.  If we are not able to maintain
regulatory  compliance,  we might not be permitted to market our future products
and our business could suffer.


Even if human  clinical  trials  of  Homspera  are  initiated  and  successfully
completed,  the  FDA  may not  approve  Homspera  for  commercial  sale.  We may
encounter  significant  delays  or  excessive  costs in our  efforts  to  secure
necessary approvals.  Regulatory requirements are evolving and uncertain. Future
United States or foreign  legislative or administrative  acts could also prevent
or delay regulatory  approval of our products.  We may not be able to obtain the
necessary  approvals for clinical  trials,  manufacturing or marketing of any of
our products  under  development.  Even if commercial  regulatory  approvals are
obtained,  they may include  significant  limitations  on the indicated uses for
which a product may be marketed.

The FDA has not designated expanded access protocols for Homspera as "treatment"
protocols.  The FDA may not  determine  that  Homspera  meets  all of the  FDA's
criteria for use of an investigational  drug for treatment use. Even if Homspera
is allowed for treatment use,  third party payers may not provide  reimbursement
for the costs of treatment with Homspera. The FDA also may not consider Homspera
to be an appropriate  candidate for accelerated  approval,  expedited  review or
fast track designation.


IF WE FAIL TO OBTAIN APPROVAL FROM FOREIGN REGULATORY  AUTHORITIES,  WE WILL NOT
BE  ALLOWED  TO MARKET OR SELL OUR  PRODUCTS  IN OTHER  COUNTRIES,  WHICH  WOULD
ADVERSELY AFFECT OUR LEVELS OF FUTURE REVENUES, IF ANY.


Marketing  any drug  products  outside of the United  States will  subject us to
numerous and varying foreign  regulatory  requirements  governing the design and
conduct of human  clinical  trials and  marketing  approval.  Additionally,  our
ability to export  drug  candidates  outside the United  States on a  commercial
basis will be subject to the receipt  from the FDA of export  permission,  which
may not be available on a timely basis, if at all.

Approval procedures vary among countries and can involve additional testing, and
the time required to obtain approval may differ from that required to obtain FDA
approval.  Foreign  regulatory  approval  processes  include  all of  the  risks
associated with obtaining FDA approval set forth above,  and approval by the FDA
does not ensure approval by the health authorities of any other country.


CLINICAL  TRIALS  MAY  FAIL  TO  DEMONSTRATE  THE  SAFETY  AND  EFFICACY  OF OUR
APPLICATIONS, WHICH COULD PREVENT OR SIGNIFICANTLY DELAY REGULATORY APPROVAL.


Prior  to  receiving  approval  to  commercialize  any  of our  applications  or
therapies,  we must demonstrate with substantial  evidence from  well-controlled
clinical  trials,  and to the  satisfaction  of the  FDA  and  other  regulatory
authorities in the United States and abroad, that our applications are both safe
and  effective.  We will need to  demonstrate  our  applications'  efficacy  and
monitor their safety  throughout the process.  If any future clinical trials are
unsuccessful,  our business and  reputation  would be harmed and our stock price
would be adversely affected.

All of our  applications  are prone to the risks of failure inherent in biologic
development.  The results of early-stage  clinical trials of our applications do
not necessarily predict the results of later-stage clinical trials. Applications
in  later-stage  clinical  trials may fail to show  desired  safety and efficacy
traits despite having progressed  through initial clinical  testing.  Even if we
believe  the  data  collected  from  clinical  trials  of  our  applications  is
promising, this data may not be sufficient to support approval by the FDA or any
other U.S. or foreign regulatory approval.  Preclinical and clinical data can be
interpreted in different ways.  Accordingly,  FDA officials could interpret such
data  in  different  ways  than we do,  which  could  delay,  limit  or  prevent
regulatory approval. The FDA, other regulatory authorities, or we may suspend or
terminate  clinical  trials at any time.  Any  failure or  significant  delay in
completing  clinical  trials for our  applications,  or in receiving  regulatory
approval  for the sale of any  products  resulting  from our  applications,  may
severely harm our business and reputation.

                                       12

<PAGE>

DELAYS IN THE CONDUCT OR COMPLETION OF OUR  PRECLINICAL  OR CLINICAL  STUDIES OR
THE ANALYSIS OF THE DATA FROM OUR PRECLINICAL OR CLINICAL  STUDIES MAY RESULT IN
DELAYS IN OUR PLANNED FILINGS FOR REGULATORY APPROVALS,  OR ADVERSELY AFFECT OUR
ABILITY TO ENTER INTO COLLABORATIVE ARRANGEMENTS.

We may encounter  problems with some or all of our completed or ongoing  studies
that may cause us or  regulatory  authorities  to delay or suspend  our  ongoing
studies or delay the analysis of data from our completed or ongoing studies.  If
the results of our ongoing and planned  studies for our drug  candidates are not
available  when we expect or if we  encounter  any delay in the  analysis of the
results of our studies for our drug candidates:

         o  we may not have the  financial  resources  to continue  research and
            development of any of our drug candidates; and,

         o  we may not be able to enter into collaborative arrangements relating
            to any drug candidate subject to delay in regulatory filing.

Any of  the  following  reasons,  among  others,  could  delay  or  suspend  the
completion of our ongoing and future studies:

         o  delays in enrolling volunteers;

         o  interruptions  in the  manufacturing of our drug candidates or other
            delays in the delivery of materials  required for the conduct of our
            studies;

         o  lower than anticipated retention rate of volunteers in a trial;

         o  unfavorable efficacy results;

         o  serious side effects  experienced by study participants  relating to
            the drug candidate;

         o  new  communications  from  regulatory  agencies about how to conduct
            these studies; or,

         o  failure to raise additional funds.


IF  THE   MANUFACTURERS  OF  OUR  PRODUCTS  DO  NOT  COMPLY  WITH  CURRENT  GOOD
MANUFACTURING PRACTICES REGULATIONS, OR CANNOT PRODUCE THE AMOUNT OF PRODUCTS WE
NEED  TO  CONTINUE  OUR  DEVELOPMENT,  WE  WILL  FALL  BEHIND  ON  OUR  BUSINESS
OBJECTIVES.

Manufacturers   producing  our  drug   candidates   must  follow   current  Good
Manufacturing  Practices,  or GMP,  regulations  enforced by the FDA and foreign
equivalents.  If a manufacturer  of our drug  candidates does not conform to the
GMP regulations and cannot be brought up to such a standard, we will be required
to find  alternative  manufacturers  that do  conform.  This  may be a long  and
difficult  process,  and  may  delay  our  ability  to  receive  FDA or  foreign
regulatory approval of our products.

We also rely on our manufacturers to supply us with a sufficient quantity of our
drug candidates to conduct clinical trials.  If we have difficulty in the future
obtaining  our  required  quantity  and quality of supply,  we could  experience
significant delays in our development programs and regulatory process.


OUR  LACK  OF  COMMERCIAL  MANUFACTURING,   SALES,  DISTRIBUTION  AND  MARKETING
EXPERIENCE  MAY PREVENT US FROM  SUCCESSFULLY  COMMERCIALIZING  PRODUCTS,  WHICH
WOULD ADVERSELY AFFECT OUR LEVEL OF FUTURE REVENUES, IF ANY.


The  manufacturing  process of our  proposed  products  is expected to involve a
number  of  steps  and  requires   compliance  with  stringent  quality  control
specifications imposed by us and by the FDA. We have no experience in the sales,
marketing and distribution of pharmaceutical or biotechnology  products. We have
not  manufactured  any of our  products  in  commercial  quantities.  We may not
successfully make the transition from manufacturing clinical trial quantities to
commercial   production   quantities   or  be  able  to  arrange  for   contract
manufacturing and this could prevent us from  commercializing  products or limit
our profitability from our products.

WE RELY ON THIRD  PARTY  MANUFACTURERS  FOR THE  MANUFACTURE  OF  HOMSPERA.  OUR
INABILITY TO MANUFACTURE HOMSPERA, AND OUR DEPENDENCE ON SUCH MANUFACTURERS, MAY
DELAY OR IMPAIR OUR  ABILITY  TO  GENERATE  REVENUES,  OR  ADVERSELY  AFFECT OUR
PROFITABILITY.

We may enter into arrangements with contract manufacturing companies in order to
meet  requirements  for our  products  or to attempt  to  improve  manufacturing
efficiency.  If we  choose  to  contract  for  manufacturing  services,  we  may
encounter costs,  delays and/or other  difficulties in producing,  packaging and
distributing  our  clinical  trials  and  finished  product.  Further,  contract
manufacturers must also operate in compliance with the GMP requirements; failure
to do so could  result in, among other  things,  the  disruption  of our product
supplies. Our potential dependence upon third parties for the manufacture of our
proposed  products may  adversely  affect our profit  margins and our ability to
develop and deliver proposed products on a timely and competitive basis. For the
manufacture of the applications under development,  we obtain synthetic peptides
from third party  manufacturers.  A  synthesized  version of Homspera is readily
available at low cost from several life science and  technology  companies  that
provide  biochemical and organic  chemical  products and kits used in scientific
and  genomic  research,   biotechnology,   pharmaceutical  development  and  the
diagnosis  of  disease  and  chemical  manufacturing.  If any of these  proposed


                                       13

<PAGE>

manufacturing  operations prove  inadequate,  there may be no assurance that any
other  arrangements  may be  established  on a  timely  basis  or that we  could
establish other manufacturing  capacity on a timely basis.  Although, we believe
that the synthetic substance P and other materials necessary to produce Homspera
are readily available from various sources, and several suppliers are capable of
supplying substance P in both clinical and commercial quantities, our dependence
on such manufacturers,  may delay or impair our ability to generate revenues, or
adversely affect our profitability.


ADVERSE  DETERMINATIONS  CONCERNING  PRODUCT PRICING,  REIMBURSEMENT AND RELATED
MATTERS COULD PREVENT US FROM SUCCESSFULLY COMMERCIALIZING HOMSPERA, WHICH WOULD
ADVERSELY AFFECT OUR LEVEL OF FUTURE REVENUES, IF ANY.


Our  ability  to earn  sufficient  revenue  on  Homspera  or any other  proposed
products will depend in part on the extent to which  reimbursement for the costs
of such products and related treatments will be available from government health
administration  authorities,  private  health  coverage  insurers,  managed care
organizations   and  other   organizations.   Failure   to  obtain   appropriate
reimbursement may prevent us from successfully  commercializing  Homspera or any
proposed products. Third-party payers are increasingly challenging the prices of
medical  products and  services.  If purchasers or users of Homspera or any such
other proposed  products are not able to obtain adequate  reimbursement  for the
cost of using such  products,  they may forego or reduce their use.  Significant
uncertainty exists as to the reimbursement  status of newly approved health care
products and whether adequate third party coverage will be available.


THE MEDICAL COMMUNITY MAY NOT ACCEPT AND UTILIZE  HOMSPERA,  THE EFFECT OF WHICH
WOULD PREVENT US FROM SUCCESSFULLY  COMMERCIALIZING  THE PRODUCT,  AND ADVERSELY
AFFECT OUR LEVEL OF FUTURE REVENUE, IF ANY.


Our ability to market and  commercialize  Homspera depends on the acceptance and
utilization  of  Homspera  by the  medical  community.  We will need to  develop
commercialization  initiatives  designed  to  increase  awareness  about  us and
Homspera  among  targeted  audiences,  including  public  health  activists  and
community-based outreach groups in addition to the investment community.

Currently,  we have not developed any such initiatives.  Without such acceptance
of Homspera, the product upon which we expect to be substantially  dependent, we
may not be able to successfully commercialize Homspera or generate revenue.


PRODUCT  LIABILITY  EXPOSURE  MAY EXPOSE US TO  SIGNIFICANT  LIABILITY OR COSTS,
WHICH WOULD ADVERSELY IMPART OUR FUTURE OPERATING  RESULTS AND DIVERT FUNDS FROM
THE OPERATION OF OUR BUSINESS.


We face an inherent  business  risk of exposure to product  liability  and other
claims and lawsuits in the event that the  development  or use of our technology
or prospective  products is alleged to have resulted in adverse effects.  We may
not be able to avoid significant  liability exposure. We may not have sufficient
insurance  coverage  and we may not be able to obtain  sufficient  coverage at a
reasonable  cost.  An  inability  to  obtain  product  liability   insurance  at
acceptable cost or to otherwise  protect  against  potential  product  liability
claims could prevent or inhibit the commercialization of our products. A product
liability  claim  could  hurt  our  financial  performance.  Even  if we  avoids
liability  exposure,  significant  costs could be  incurred  that could hurt our
financial performance.


WE MAY FAIL TO PROTECT ADEQUATELY OUR PROPRIETARY TECHNOLOGY,  WHICH WOULD ALLOW
COMPETITORS  TO TAKE  ADVANTAGE  OF OUR RESEARCH AND  DEVELOPMENT  EFFORTS,  THE
EFFECT OF WHICH COULD ADVERSELY AFFECT ANY COMPETITIVE ADVANTAGE WE MAY HAVE.


We own or have  obtained a license to 4 issued U.S.  and  foreign  patents and 8
pending U.S. and foreign patent applications. Our success will depend in part on
our ability to obtain additional United States and foreign patent protection for
our drug  candidates  and  processes,  preserve  our trade  secrets  and operate
without   infringing  the  proprietary   rights  of  third  parties.   We  place
considerable  importance on obtaining  patent  protection  for  significant  new
technologies, products and processes.

Our long-term  success largely depends on our ability to market  technologically
competitive  processes  and  products.  If we fail to obtain or  maintain  these
protections  we may  not be  able  to  prevent  third  parties  from  using  our
proprietary  rights. Our currently pending or future patent applications may not
result  in  issued  patents.  In the  United  States,  patent  applications  are
confidential  until patent  applications  are published or the patent is issued,
and because  third  parties may have filed patent  applications  for  technology
covered by our  pending  patent  applications  without  us being  aware of those
applications,  our patent  applications  may not have  priority  over any patent
applications of others.  In addition,  our issued patents may not contain claims
sufficiently broad to protect us against third parties with similar technologies
or  products  or provide us with any  competitive  advantage.  If a third  party
initiates  litigation  regarding our patents,  and is successful,  a court could
revoke  our  patents or limit the scope of  coverage  for those  patents.  Legal
standards  relating  to the  validity  of patents  covering  pharmaceutical  and
biotechnology  inventions  and the scope of claims  made under such  patents are
still  developing.  In some of the  countries  in which we intend to market  our
products, pharmaceuticals are either not patentable or have only recently become


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patentable.  Past  enforcement of intellectual  property rights in many of these
countries has been limited or  non-existent.  Future  enforcement of patents and
proprietary  rights in many other countries may be problematic or unpredictable.
Moreover,  the  issuance of a patent in one country does not assure the issuance
of a similar patent in another country.  Claim  interpretation  and infringement
laws vary by nation, so the extent of any patent protection is uncertain and may
vary in different jurisdictions.

The U.S. Patent and Trademark Office, commonly referred to as the USPTO, and the
courts  have  not  consistently   treated  the  breadth  of  claims  allowed  in
biotechnology patents. If the USPTO or the courts begin to allow broader claims,
the  incidence  and  cost of  patent  interference  proceedings  and the risk of
infringement litigation will likely increase. On the other hand, if the USPTO or
the courts begin to allow narrower claims,  the value of our proprietary  rights
may be limited. Any changes in, or unexpected interpretations of the patent laws
may adversely affect our ability to enforce our patent position.

We  also  rely  upon  trade   secrets,   proprietary   know-how  and  continuing
technological innovation to remain competitive. We protect this information with
reasonable  security measures,  including the use of confidentiality  agreements
with our employees, consultants and corporate collaborators. It is possible that
these  individuals  will breach  these  agreements  and that any  remedies for a
breach will be insufficient to allow us to recover our costs.  Furthermore,  our
trade secrets,  know-how and other  technology may otherwise  become known or be
independently discovered by our competitors.

OUR PATENTS AND  PROPRIETARY  TECHNOLOGY MAY NOT BE ENFORCEABLE  AND THE PATENTS
AND  PROPRIETARY  TECHNOLOGY  OF  OTHERS  MAY  PREVENT  US FROM  COMMERCIALIZING
PRODUCTS.

Although we believe our inventions to be protected and our patents  enforceable,
the failure to obtain meaningful patent protection  products and processes would
greatly diminish the value of our potential products and processes.

In addition,  whether or not our applications are issued, or issued with limited
coverage,  others may receive  patents,  which contain claims  applicable to our
products.  Patents  we are not aware of may  adversely  affect  our  ability  to
develop and commercialize products.

The patent positions of  biotechnology  and  pharmaceutical  companies are often
highly uncertain and involve complex legal and factual questions. Therefore, the
breadth of claims allowed in biotechnology and pharmaceutical  patents cannot be
predicted. We also rely upon non-patented trade secrets and know how, and others
may independently develop substantially equivalent trade secrets or know how. We
also  rely  on   protecting   our   proprietary   technology   in  part  through
confidentiality  agreements with our current and former corporate collaborators,
employees,   consultants  and  certain  contractors.  These  agreements  may  be
breached,  and  we may  not  have  adequate  remedies  for  any  such  breaches.
Litigation may be necessary to defend against claims of infringement, to enforce
our patents or to protect trade secrets.  Litigation or other disputes regarding
patents and other proprietary rights may be expensive,  cause delays in bringing
products  to market and harm our  ability to operate.  In  addition,  litigation
could result in substantial costs and diversion of management efforts regardless
of the results of the litigation.  An adverse result in litigation could subject
us to significant  liabilities to third parties,  require  disputed rights to be
licensed or require us to cease using certain technologies.

Our products could infringe on the intellectual property rights of others, which
may cause us to engage in costly litigation and, if not successful,  could cause
us to pay substantial damages and prohibit us from selling our products. Because
patent  applications  in the United States are not publicly  disclosed until the
patent  application is published or the patent is issued,  applications may have
been filed which  relate to products  similar to those  offered by us. We may be
subject to legal proceedings and claims from time to time in the ordinary course
of our business,  including claims of alleged infringement of the trademarks and
other intellectual property rights of third parties.

If our products violate  third-party  proprietary  rights,  we cannot assure you
that we would be able to  arrange  licensing  agreements  or other  satisfactory
resolutions on commercially reasonable terms, if at all. Any claims made against
us relating to the infringement of third-party  propriety rights could result in
the   expenditure  of  significant   financial  and  managerial   resources  and
injunctions preventing us from developing and commercializing our products. Such
claims could severely harm our financial condition and ability to compete.

In addition,  if another party claims the same subject  matter or subject matter
overlapping  with the  subject  matter that we have  claimed in a United  States
patent  application  or patent,  we may decide or be required to  participate in
interference  proceedings  in the United States  Patent and Trademark  Office in
order to  determine  the  priority of  invention.  Loss of such an  interference
proceeding would deprive us of patent protection  sought or previously  obtained
and could prevent us from  commercializing  our products.  Participation in such
proceedings  could  result in  substantial  costs,  whether or not the  eventual
outcome  is  favorable.  These  additional  costs  could  adversely  affect  our
financial results.


FAILURE TO COMPLY WITH  ENVIRONMENTAL  LAWS OR  REGULATIONS  COULD  EXPOSE US TO
SIGNIFICANT  LIABILITY  OR COSTS  WHICH  WOULD  ADVERSELY  IMPART OUR  OPERATING
RESULTS AND DIVERT FUNDS FROM THE  OPERATION OF OUR BUSINESS AND HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS.


We may be required to incur  significant  costs to comply with current or future
environmental  laws and  regulations.  Although we do not currently  manufacture
commercial quantities of our proposed products, we do produce limited quantities


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<PAGE>

of these  products for our clinical  trials.  Our research and  development  and
manufacturing  processes  involve the  controlled  storage,  use and disposal of
hazardous materials,  biological hazardous materials and radioactive  compounds.
We are subject to federal,  state and local laws and  regulations  governing the
use,  manufacture,  storage,  handling and disposal of these  materials and some
waste products.  Although we believe that our safety procedures for handling and
disposing of these materials comply with the standards  prescribed by these laws
and regulations, the risk of contamination or injury from these materials cannot
be completely eliminated. In the event of an incident,  ImmuneRegen BioSciences,
Inc. could be held liable for any damages that result,  and any liability  could
exceed our resources.  Current or future  environmental  laws or regulations may
have a material adverse effect on our operations, business and assets.

WE DEPEND ON THE CONTINUED  SERVICES OF OUR EXECUTIVE OFFICERS AND THE LOSS OF A
KEY EXECUTIVE COULD SEVERELY IMPACT OUR OPERATIONS.

The execution of our present business plan depends on the continued  services of
Michael K. Wilhelm,  our Chief Executive Officer and President,  Mark L. Witten,
Ph.D., our acting Chief Scientific Officer. We do not currently maintain key-man
insurance on their lives. While we have entered into employment  agreements with
each of them,  the loss of any of their  services would be detrimental to us and
could have a material  adverse effect on our business,  financial  condition and
results of operations.

OUR  COMPLIANCE  WITH  SECURITIES  LAWS,  RULES AND  REGULATIONS TO WHICH WE ARE
SUBJECT  COULD   SUBSTANTIALLY   INCREASE  OUR  OPERATING  EXPENSES  AND  DIVERT
MANAGEMENT'S ATTENTION FROM THE OPERATION OF OUR BUSINESS.

Because  our common  stock is  publicly  traded,  we are subject to a variety of
rules and regulations of federal,  state and financial market exchange  entities
charged with the  protection of investors  and the oversight of companies  whose
securities are publicly  traded.  These entities,  including the SEC, the Public
Company  Accounting  Oversight  Board  and the NASD  OTC  Bulletin  Board,  have
recently issued new  requirements  and regulations and are currently  developing
additional  regulations  and  requirements in response to recent laws enacted by
Congress,  most notably the Sarbanes-Oxley Act of 2002. As certain rules are not
yet  finalized,  we do not know the level of resources we will have to commit in
order to be in  compliance.  Our  compliance  with current and proposed rules is
likely to  require  the  commitment  of  significant  financial  and  managerial
resources.  As a result, our management's attention might be diverted from other
business concerns, which could negatively affect our business.

OUR  EXECUTIVE  OFFICERS,  DIRECTORS  AND  PRINCIPAL  STOCKHOLDERS  CONTROL  OUR
BUSINESS AND MAY MAKE DECISIONS THAT ARE NOT IN OUR BEST INTERESTS.

Our officers, directors and principal stockholders, and their affiliates, in the
aggregate, own over a majority of the outstanding shares of our common stock. As
a result,  such  persons,  acting  together,  have the ability to  substantially
influence all matters submitted to our stockholders for approval,  including the
election and removal of directors and any merger,  consolidation  or sale of all
or substantially  all of our assets,  and to control our management and affairs.
Accordingly,  such  concentration  of ownership may have the effect of delaying,
deferring  or  preventing a change in  discouraging  a potential  acquirer  form
making a tender offer or otherwise attempting to obtain control of our business,
even if such a transaction would be beneficial to other stockholders.

TRADING IN OUR SECURITIES  COULD BE SUBJECT TO EXTREME PRICE  FLUCTUATIONS  THAT
COULD ADVERSELY AFFECT YOUR INVESTMENT.

The market prices for securities of life sciences companies,  particularly those
that  are not  profitable,  have  been  highly  volatile,  especially  recently.
Publicized events and announcements may have a significant  impact on the market
price of our common stock. For example:

         o  biological or medical discoveries by competitors;

         o  public concern about the safety of our drug candidates;

         o  delays in the  conduct or analysis  of our  preclinical  or clinical
            studies;

         o  unfavorable results from preclinical or clinical studies;

         o  unfavorable  developments  concerning  patents or other  proprietary
            rights; or

         o  unfavorable domestic or foreign regulatory developments;

may have the effect of temporarily or permanently  driving down the price of our
common  stock.  In  addition,  the stock  market  from time to time  experiences
extreme  price and  volume  fluctuations  which  particularly  affect the market
prices for emerging and life  sciences  companies,  such as ours,  and which are
often  unrelated to the operating  performance  of the affected  companies.  For
example,  our stock price has ranged from $0.01 to $4.50 between January 1, 2003
and December 31, 2003.

These  broad  market   fluctuations  may  adversely  affect  the  ability  of  a
stockholder  to dispose of his shares at a price  equal to or above the price at
which the shares were purchased.  In addition, in the past, following periods of
volatility   in  the  market  price  of  a  company's   securities,   securities
class-action  litigation  has often been  instituted  against that company.  Any
litigation against our company, including this type of litigation,  could result
in substantial  costs and a diversion of  management's  attention and resources,
which could materially  adversely affect our business,  financial  condition and
results of operations.

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<PAGE>


A LIMITED  PRIOR PUBLIC  MARKET AND TRADING  MARKET MAY CAUSE  VOLATILITY IN THE
PRICE  OF OUR  COMMON  STOCK,  AND  THUS  ADVERSELY  AFFECT  THE  VALUE  OF YOUR
INVESTMENT.


Our common  stock is  currently  traded on a limited  basis on the OTC  Bulletin
Board (the  "OTCBB")  under the  symbol  "IRBO".  The OTCBB is an  inter-dealer,
Over-The-Counter  market that provides  significantly  less  liquidity  than the
NASDAQ Stock Market.  Quotes for stocks  included on the OTCBB are not listed in
the  financial  sections of newspapers as are those for the NASDAQ Stock Market.
Therefore,  prices for securities traded solely on the OTCBB may be difficult to
obtain and holders of common stock may be unable to resell their  securities  at
or near their  original  offering  price or at any price.  The NASD has  enacted
recent changes that limit  quotations on the OTC Bulletin Board to securities of
issuers that are current in their reports filed with the Securities and Exchange
Commission. The effect on the OTC Bulletin Board of these rule changes and other
proposed changes cannot be determined at this time.

The  quotation  of our  common  stock  on  the  OTCBB  does  not  assure  that a
meaningful, consistent and liquid trading market currently exists, and in recent
years such market has  experienced  extreme price and volume  fluctuations  that
have particularly  affected the market prices of many smaller companies like us.
Our common stock is thus subject to this volatility.


SALES OR ISSUANCES OF ADDITIONAL  EQUITY  SECURITIES  MAY  ADVERSELY  AFFECT THE
MARKET PRICE OF OUR COMMON STOCK AND YOUR RIGHTS IN US MAY BE REDUCED.


We expect to continue to incur  product  development  and  selling,  general and
administrative costs, and in order to satisfy our funding requirements,  we will
need to sell  additional  equity  securities,  which may be  subject  to similar
registration rights. The sale or the proposed sale of substantial amounts of our
common stock in the public markets may adversely  affect the market price of our
common stock.

From time to time,  certain  stockholders of our company may be eligible to sell
all or some of their  shares  of  common  stock by means of  ordinary  brokerage
transactions in the open market pursuant to Rule 144,  promulgated under the Act
("Rule 144"), subject to certain limitations.  In general, pursuant to Rule 144,
a stockholder (or stockholders  whose shares are aggregated) who has satisfied a
one-year  holding  periods may,  under  certain  circumstances,  sell within any
three-month  period a number of securities  which does not exceed the greater of
1% of the then  outstanding  shares of our common  stock or the  average  weekly
trading  volume of the class during the four calendar  weeks prior to such sale.
Rule 144 also permits,  under  certain  circumstances,  the sale of  securities,
without any  limitations,  by a non-affiliate of our company who has satisfied a
two-year  holding period.  Any substantial  sale of our common stock pursuant to
Rule 144 or pursuant to any resale  prospectus may have an adverse effect on the
market price of our securities.

Our  stockholders  may  experience  substantial  dilution and a reduction in the
price  that they are able to obtain  upon sale of their  shares.  Also,  any new
equity securities issued, including any new series of preferred stock authorized
by our board of directors,  may have greater  rights,  preferences or privileges
than our  existing  common  stock.  To the extent stock is issued or options and
warrants  are  exercised,  holders of our common stock will  experience  further
dilution.  In addition,  as in the case of the  warrants,  in the event that any
future  financing  should be in the form of, be convertible into or exchangeable
for, equity  securities and upon the exercise of options and warrants,  security
holders may experience additional dilution.

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<PAGE>


PART III

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Financial Statements, Financial Statement Schedules and Exhibits

                          INDEPENDENT AUDITOR'S REPORT.


               CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003.

Consolidated  Statements of Operations  for the twelve months ended December 31,
2003 and from the date of inception (October 30, 2002) to December 31, 2003.

Consolidated  Statement of Stockholder's  Equity for the period from the date of
inception (October 30, 2002) to December 31, 2003.

Consolidated  Statements of Cash Flows for the twelve months ended  December 31,
2003 and from the date of inception (October 30, 2002) to December 31, 2003.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                    EXHIBITS

Exhibit
Number     Description
-------    -----------

   31.1    Certification of Chief Executive Officer pursuant to Section 302
           of the Sarbannes Oxley Act of 2002

   31.2    Certification of Chief Financial Officer persuant to Section 302
           of the Sarbannes Oxley Act of 2002

   32.1    Certification Pursuant To 18 U.S.C.ss.1350,  As Adopted Pursuant
           To Section 906 Of The SARBANES-OXLEY ACT OF 2002

   32.2    Certification Pursuant To 18 U.S.C.ss.1350,  As Adopted Pursuant
           To Section 906 Of The SARBANES-OXLEY ACT OF 2002

(b) Form 8K/A filed as of December 29, 2003 to amend the Company's form 8K filed
on July 7, 2003 pursuant to a change in control of the Company.

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<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 November 16, 2005


                                        IR BIOSCIENCES HOLDINGS, INC.

                                        By: /s/ Michael K. Wilhelm
                                        -------------------------------------
                                        Michael K. Wilhelm
                                        President and Chief Executive Officer



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