FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                  For the quarterly period ended March 31, 2005

                                       or

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

           For the transition period from ___________ to _____________

                        COMMISSION FILE NUMBER: 033-05384

                          IR BIOSCIENCES HOLDINGS, INC.

             (Exact name of Registrant as specified 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, Arizona 85251
                (Address of principal executive offices) Zip Code

       Registrant's telephone number, including area code: (480) 922-3926

              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether  Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the preceding  twelve 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
        -----   -----

The number of shares outstanding of Registrant's common stock as of May 23, 2005
was 69,024,166.

<PAGE>

                  IR BIOSCIENCES HOLDINGS, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS

PART I.         FINANCIAL INFORMATION                                Page Number

     Item 1.    Financial Statements:

                Condensed Consolidated Balance Sheet as of
                March 31, 2005 (unaudited) ................................F-1

                Condensed Consolidated Statement of Operations for the
                three months ended March 31, 2005 and 2004, and for the
                period of inception (October 30, 2002) to March 31, 2005 ..F-2

                Condensed  Consolidated  Statement of Stockholders'
                Equity From date of inception (October 30, 2002) to
                March 31, 2005 ............................................F-3

                Condensed Consolidated Statement of Cash Flows for the
                three months ended March 31, 2005 and 2004, and for the
                period of inception (October 30, 2002) to March 31, 2005 ..F-7

                Notes to Condensed Consolidated Financial Statements ......F-9

     Item 2.    Management's  Discussion and Analysis of Financial
                Condition or Plan of Operation ..............................3

     Item 3.    Controls and Procedures ....................................20

PART II         OTHER INFORMATION

     Item 1.    Legal Proceedings ..........................................21

     Item 2.    Changes in Securities and Use of Proceeds ..................21

     Item 3.    Defaults Upon Senior Securities ............................21

     Item 4.    Submission of Matters to a Vote of Securities Holders ......21

     Item 5.    Other Information...........................................21

     Item 6.    Exhibits....................................................21

                Signatures..................................................22

                                       2

<PAGE>

ITEM 1. FINANCIAL INFORMATION

The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                  IR BioSciences Holdings, Inc. and Subsidiary
                          (A Development Stage Company)
            Condensed Consolidated Balance Sheet as of March 31, 2005
                                   (Unaudited)

                                                                      March 31,
                                                                        2005
                                                                    -----------
Assets
Current assets
   Cash and cash equivalents                                        $ 1,600,000
   Prepaid services and other current assets                              7,085
                                                                    -----------

      Total current assets                                            1,607,085

   Licensed proprietary rights, net                                       7,088
   Furniture and equipment, net                                           6,330
                                                                    -----------

Total assets                                                        $ 1,620,503
                                                                    ===========
Liabilities and Stockholders' Equity
Current liabilities
   Accounts payable and accrued liabilities                             341,210
   Current portion of notes payable, net of discount                     66,970
                                                                    -----------
      Total current liabilities                                         408,180

Commitments and Contingencies

Stockholders' Equity
   Preferred stock, 0.001 par value;
      10,000,000 shares authorized, no shares
      issued and outstanding                                                 --
   Common stock, $0.001 par value; 100,000,000 shares
      authorized; 69,024,166 shares issued and outstanding               69,024
   Additional paid-in capital                                         9,244,248
      Deferred compensation                                             (53,425)
   Deficit Accumulated during the Development Stage                  (8,047,524)
                                                                    -----------
      Total stockholder's equity                                      1,212,323

                                                                    -----------
Total liabilities and stockholders' equity                          $ 1,620,503
                                                                    ===========

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                      F-1

<PAGE>

                  IR BioSciences Holdings, Inc. and Subsidiary
                          (A Development Stage Company)
                 Condensed Consolidated Statement of Operations
               For the three months ended March 31, 2005 and 2004,
                         And for the period of inception
                      (October 30, 2002) to March 31, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         Cumulative
                                                                        from Inception
                                        For the Three   For the Three   (October 30,
                                        Months Ended    Months Ended      2002) to
                                        March 31,2005   March 31,2004   March 31, 2005
                                        -------------   -------------   -------------
<S>                                     <C>             <C>             <C>
Operating expenses:

   Selling, general and
      administrative expenses            $    838,520    $    931,074    $  6,428,404
   Merger fees and costs                            0               0         350,000
   Financing cost                                   0               0          90,000

                                         ------------    ------------    ------------
      Total operating expenses                838,520         931,074
                                                                            6,868,404
Operating loss                               (838,520)       (931,074)     (6,868,404)

Other expense:
   Interest expense                               977         304,078       1,179,120

                                         ------------    ------------    ------------
      Total other expense                         977         304,078       1,179,120

  Loss before income taxes                   (839,497)     (1,235,152)     (8,047,524)

   Provision for income taxes                      --              --              --
                                         ------------    ------------    ------------
Net loss                                 $   (839,497)   $ (1,235,152)   $ (8,047,524)
                                         ============    ============    ============

Net loss per share - basic and diluted   $      (0.01)   $      (0.05)   $      (0.27)
                                         ============    ============    ============

Weighted average shares outstanding -
   basic and diluted                       62,863,440      24,845,493      29,486,331
                                         ============    ============    ============
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                      F-2

<PAGE>
                   IR Biosciences Holding, Inc. and Subsidiary
                          (A Development Stage Company)
            Condensed Consolidated Statement of Stockholders' Equity
       For the period from inception (October 30, 2002) to March 31, 2005
                                   (unaudited)
<TABLE>
<CAPTION>
                                                          Common Stock       Additional
                                                  ------------------------    Paid-In      Deferred    Accumulated
                                                    Shares         Amount      Capital   Compensation    Deficit       Total
                                                  -----------  -----------  -----------  ------------  -----------  -----------
<S>                                              <C>          <C>           <C>         <C>            <C>         <C>
Balance at October 30, 2002 (date of inception)            --  $        --  $        --            --  $        --  $        --

Shares of common stock issued at $0.0006
   per share to founders for license of
   proprietary right in December 2002              16,612,276       16,612       (7,362)           --           --        9,250

Shares of common stock issued at $0.0006 per
   share to founders for services rendered in
   December 2002                                    1,405,310        1,405         (623)           --           --          782

Shares of common stock issued at $0.1671 per
   share to consultants for services rendered
   in December 2002                                    53,878           54        8,946        (9,000)          --           --

Sale of common stock for cash  at $0.1671 per
   share in December 2002                             185,578          186       30,815            --           --       31,001

Net loss for the period from inception
   (October 30, 2002) to December 31, 2002                 --           --           --            --      (45,918)     (45,918)
                                                  -----------  -----------  -----------  ------------  -----------  -----------
Balance at December 31, 2002 (reflective of
   stock splits)                                   18,257,042       18,257       31,776        (9,000)     (45,918)      (4,885)

Shares granted to consultants at $0.1392 per
   share for services rendered in January 2003         98,776           99       13,651            --           --       13,750

Sale of shares of common stock for cash at
   $0.1517 per share in January 2003                  329,552          330       49,670            --           --       50,000

Shares granted to consultants at $0.1392 per
   share for services rendered in March 2003          154,450          154       21,346            --           --       21,500

Conversion of notes payable to common stock
   at $0.1392 per share in April 2003               1,436,736        1,437      198,563            --           --      200,000

Shares granted to consultants at $0.1413 per
   share for services rendered in April 2003           14,368           14        2,016            --           --        2,030

Sale of shares of common stock for cash at
   $0.2784 per share in May 2003                       17,960           18        4,982            --           --        5,000

Sales of shares of common stock for cash at
   $0.2784 per share in June 2003                      35,918           36        9,964            --           --       10,000

Conversion of notes payable to common stock
   at $0.1392 per share in June 2003                  718,368          718       99,282            --           --      100,000

Beneficial conversion feature associated with
   notes issued in June 2003                               --           --       60,560            --           --       60,560

Amortization of deferred compensation                      --           --           --         9,000           --        9,000

Costs of GPN Merger in July 2003                    2,368,130        2,368     (123,168)           --           --     (120,799)

Value of warrants issued with extended notes
   payable in October 2003                                 --           --      189,937            --           --      189,937

Value of Company warrants issued in
   conjunction with fourth quarter notes
   payable issued October through
   December 2003                                           --           --      207,457            --           --      207,457

 Value of warrants contributed by founders
   in conjunction with fourth quarter notes
   payable issued October through
   December 2003                                           --           --      183,543            --           --      183,543

 Value of warrants issued for services in
   October through December 2003                           --           --       85,861            --           --       85,861

 Net loss for the twelve month period ended
   December 31, 2003                                       --           --           --            --   (1,856,702)  (1,856,702)
                                                  -----------  -----------  -----------  ------------  -----------  -----------
 Balance at December 31, 2003                      23,431,300       23,431    1,035,441            --   (1,902,620)    (843,748)

</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                      F-3
<PAGE>
                   IR Biosciences Holding, Inc. and Subsidiary
                          (A Development Stage Company)
            Condensed Consolidated Statement of Stockholders' Equity
       For the period from inception (October 30, 2002) to March 31, 2005
                             (unaudited)(continued)


<TABLE>
<CAPTION>
                                                          Common Stock       Additional
                                                  ------------------------    Paid-In      Deferred    Accumulated
                                                    Shares         Amount      Capital   Compensation    Deficit       Total
                                                  -----------  -----------  -----------  ------------  -----------  -----------
<S>                                              <C>          <C>           <C>         <C>            <C>         <C>
 Shares granted at $1.00 per share pursuant to
   the Senior Note Agreement in January 2004          600,000          600      599,400      (600,000)          --           --

 Shares issued at $1.00 per share to a
   consultant for services rendered in
   January 2004                                       800,000          800      799,200      (800,000)          --           --

Shares issued to a consultant at $0.62
   per share for services rendered in
   February 2004                                       40,000           40       24,760       (24,800)          --           --

 Shars issued to a consultant at $0.40 per
   share for services rendered in March 2004        1,051,600        1,051      419,589      (420,640)          --           --

 Shares issued to a consultant at $0.50 per
   share  for services rendered in March 2004         500,000          500      249,500      (250,000)          --           --

Shares sold for cash at $0.15 per share
   in March, 2004                                       8,000            8        1,192            --           --        1,200

 Shares issued at $0.50 per share to
   consultants for services rendered in
   March 2004                                          20,000           20        9,980            --           --       10,000

Shares issued to a consultant at  $0.40 per
   share  for services rendered in March 2004           2,000            2          798            --           --          800

Shares issued to consultants at $0.32 per
   share for services rendered in March 2004           91,600           92       29,220            --           --       29,312

Shares to be issued to consultant at $0.41 per
   share in April 2004 for services to be
   rendered through March 2005                             --           --           --       (82,000)          --      (82,000)

Shares granted pursuant to the New Senior Note
   Agreement in April 2004                            600,000          600      149,400      (150,000)          --           --

Shares issued to officer at $0.32 per share for
   services rendered in April 2004                    200,000          200       63,800            --           --       64,000

Conversion of note payable to common stock at
   $0.10 per share in May 2004                        350,000          350       34,650            --           --       35,000

Beneficial Conversion Feature associated with
   note payable in May 2004                                --           --       35,000            --           --       35,000

Issuance of warrants to officers and founder
   for services rendered in May 2004                       --           --      269,208            --           --      269,208

Shares to a consultant at $0.20 per share as a
   due dilligence fee in May 2004                     125,000          125       24,875            --           --       25,000

Shares issued to a consultant at $1.00 per
   share for services to be rendered over
   twelve months beginning May 2004                   500,000          500      499,500      (500,000)          --           --

Benefial Conversion Feature associated with
   notes payable issued in June 2004                       --           --        3,000            --           --        3,000

Issuance of warrants to note holders in April,
   May, and June 2004                                      --           --       17,915            --           --       17,915

Issuance of warrants to employees and
   consultants for services rendered in
   April through June 2004                                 --           --        8,318            --           --        8,318

Shares issued in July  to a consultant at
   $0.10 for services to be rendered through
   July 2005                                          250,000          250       24,750       (25,000)          --           --


</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                      F-4
<PAGE>
                   IR Biosciences Holding, Inc. and Subsidiary
                          (A Development Stage Company)
            Condensed Consolidated Statement of Stockholders' Equity
       For the period from inception (October 30, 2002) to March 31, 2005
                             (unaudited)(continued)


<TABLE>
<CAPTION>
                                                          Common Stock       Additional
                                                  ------------------------    Paid-In      Deferred    Accumulated
                                                    Shares         Amount      Capital   Compensation    Deficit       Total
                                                  -----------  -----------  -----------  ------------  -----------  -----------
<S>                                              <C>          <C>           <C>         <C>            <C>         <C>
Shares issued to a consultant in July and
   September at $0.41 per share for services
   to be rendered through April 2005                  200,000          200       81,800            --           --       82,000

Shares issued to a consultant in September at
   $0.12 to $0.22 for services rendered
   through September 2004                             127,276          127       16,782            --           --       16,909

Shares issued in July to September 2004 as
   interest on note payable                           300,000          300       35,700            --           --       36,000

Issuance of warrants with notes payable in
   July and August 2004                                    --           --       72,252            --           --       72,252

Accrued deferred compensation in August 2004
   to a consultant for 100,000 shares at $0.10
   per share, committed but unissued                       --           --           --       (10,000)          --      (10,000)

Shares issued in August 2004 at $0.14 to a
   consultant for services to be performed
   through October 2004                               100,000          100       13,900       (14,000)          --           --

Shares issued in August 2004 at $0.125 per
   share for conversion of $30,000 demand loan        240,000          240       29,760            --           --       30,000

Shares issued in August 2004 at $0.16 per
   share to a consultant for services provided        125,000          125       19,875            --           --       20,000

Shares issued to employees at $0.16 to
   $0.25 per share                                     48,804           49        8,335            --           --        8,384

Commitment to issue 100,000 shares of stock to
   a consultant at $0.23 per share for services
   to be provided through September 2005                   --           --           --       (23,000)          --      (23,000)

Sale of stock for cash in Ocober at $0.125 per
   share, net of costs of $298,155                 18,160,000       18,160    1,345,763            --           --    1,363,923

Value of warrants issued with sale of common
   stock in October, net of costs                          --           --      607,922            --           --      607,922

Issuance of warrant to officer in October                  --           --      112,697            --           --      112,697

Issuance of stock to investment bankers in
   October 2004 for commissions earned              4,900,000        4,900       (4,900)           --           --           --

Conversion of accounts payable to stock in
   October at $0.125 per share                      1,257,746        1,258      107,382            --           --      108,640

Value of warrants issued with accounts
   payable conversions                                     --           --       48,579            --           --       48,579

Conversion of demand loan to stock in October
   at $0.11 per share                                  93,300           93       10,170            --           --       10,263

Forgiveness of notes payable in October 2004               --           --       36,785            --           --       36,785

Issuance of stock to officer and director at
   $0.125 per share in October for conversion
   of liability                                     1,440,000        1,440      122,493            --           --      123,933

Value of warrants issued with officer and
   director conversion of liabilities                      --           --       56,067            --           --       56,047

Conversion of debt and accrued interest to
   common stock at $0.075 to $0.125 per share       6,703,151        6,703      417,514            --           --      424,217

Value of warrants issued with conversion
   of debt                                                 --           --      191,111            --           --      191,111

Conversion of note payable in October into
   common stock at $0.075 per share                    67,613           68        4,932            --           --        5,000

</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                      F-5
<PAGE>
                   IR Biosciences Holding, Inc. and Subsidiary
                          (A Development Stage Company)
            Condensed Consolidated Statement of Stockholders' Equity
       For the period from inception (October 30, 2002) to March 31, 2005
                             (unaudited)(continued)


<TABLE>
<CAPTION>
                                                          Common Stock       Additional
                                                  ------------------------    Paid-In      Deferred    Accumulated
                                                    Shares         Amount      Capital   Compensation    Deficit       Total
                                                  -----------  -----------  -----------  ------------  -----------  -----------
<S>                                              <C>          <C>           <C>         <C>            <C>         <C>
Issuance of warrants to note holders in
   October 2004                                            --           --      112,562            --           --      112,562

Value of shares issued to CFO as compensation         100,000          100       34,900            --           --       35,000

Value of warrants issued to members of
   advisory committees in in November
   and December                                            --           --       16,348            --           --       16,348

Beneficial conversion feature associated with
   notes  payable                                          --           --      124,709            --           --      124,709

Shares issued in error to be cancelled                 (9,002)          (9)           9            --           --           --

Amortization of deferred compensation through
   December 31, 2004                                       --           --           --     2,729,454           --    2,729,454

Loss for the twelve months ended
   December 31, 2004                                       --           --           --            --   (5,305,407)  (5,305,407)
                                                  -----------  -----------  -----------  ------------  -----------  -----------
Balance at December 31, 2004                       62,423,388       62,423    7,922,943      (169,986)  (7,208,027)     607,353

Sale of shares of common stock for
   cash at $0.20 per share in March
   2005 for warrant exercise, net
   of costs                                         6,600,778        6,601    1,184,256                               1,190,857

Value of warrants issued to members
   of advisory committees                                                       137,049                                 137,049

Accrued Deferred compensation
In February, 2005 to a consultant
For 50,000 shares at $0.65 per
share. Committed but unissued.                                                                (32,500)                  (32,500)

Amortization of deferred
   compensation for three months
   ended March 31, 2005                                                                       149,061                   149,061

Loss for the three months ended
   March 31, 2005                                                                                         (839,497)    (839,497)
                                                  -----------  -----------  -----------  ------------  -----------  -----------
                                                   69,024,166  $    69,024  $ 9,244,248  $    (53,425) $(8,047,524)  $1,212,323
                                                  ===========  ===========  ===========  ============  ===========  ===========
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                      F-6

<PAGE>

                   IR Biosciences Holding, Inc. and Subsidiary
                          (A Development Stage Company)
                 Condensed Consolidated Statement of Cash Flows
                  For the three months ended March 31, 2005 and
            2004, And for the period of inception (October 30, 2002)
                                to March 31, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         Cumulative
                                                         For the Three  For the Three  from Inception
                                                          Months Ended   Months Ended   (October 30,
                                                            March 31,     March 31,       2002) to
                                                              2005           2004      March 31, 2005
                                                          -----------    -----------    -----------
<S>                                                       <C>           <C>             <C>
Cash flows from operating activities:
   Net loss                                               $  (839,497)   $(1,235,152)   $(8,047,524)

  ADJUSTMENTS TO RECONCILE NET LOSS TO NET
  CASH USED IN OPERATING ACTIVITIES:
  Non-cash compensation                                       299,943        688,027      3,699,943
  Interest expense                                                977            953        153,377
  Amortization of discount on notes payable                         0        287,241      1,006,935
  Depreciation and amortization                                   402         11,651         26,419
  Changes in operating assets and liabilities:                                                   --
      Prepaid services and other assets                          (372)        23,543         (7,084)
      Accounts payable and accrued expenses                   (12,424)        89,558        542,618
                                                          -----------    -----------    -----------

  NET CASH USED IN OPERATING ACTIVITIES                      (550,971)      (134,179)    (2,625,316)

Cash flows from investing activities:
  Acquisition of property and equipment                             0              0         (8,087)
                                                          -----------    -----------    -----------

  NET CASH USED IN INVESTING ACTIVITIES                             0              0         (8,087)

Cash flows from financing activities:
  Proceeds from notes payable                                      --        150,000      1,233,500
  Principal payments on notes payable and demand loans        (10,000)       (15,000)      (260,000)
  Shares of stock sold for cash                             1,190,857          1,200      3,259,903
  Officer repayment of amounts paid on his behalf                                            19,880
  Cash paid on behalf of officer                                                            (19,880)
  Cash paid on amount due to officer                                                             --
                                                          -----------    -----------    -----------

  NET CASH PROVIDED BY FINANCING ACTIVITIES                 1,180,857        136,200      4,233,403

Net increase in cash and cash equivalents                     629,886          2,021      1,600,000

Cash and cash equivalents at beginning of period              970,114         10,534             --
                                                          -----------    -----------    -----------

Cash and cash equivalents at end of period                $ 1,600,000    $    12,555    $ 1,600,000
                                                          ===========    ===========    ===========

Supplemental disclosure of cash flow information:

  Cash paid during the period for:

                         Interest:                        $        --    $       953    $    41,847
                                                          ===========    ===========    ===========

                            Taxes:                        $        --    $        --    $        --
                                                          ===========    ===========    ===========


</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                      F-7

<PAGE>

                   IR Biosciences Holding, Inc. and Subsidiary
                          (A Development Stage Company)
                 Condensed Consolidated Statement of Cash Flows
                  For the three months ended March 31, 2005 and
            2004, And for the period of inception (October 30, 2002)
                                to March 31, 2005
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                         Cumulative
                                                         For the Three  For the Three  from Inception
                                                          Months Ended   Months Ended   (October 30,
                                                            March 31,     March 31,       2002) to
                                                              2005           2004      March 31, 2005
                                                          -----------    -----------    -----------
<S>                                                       <C>           <C>             <C>

Non-cash investing and financing activities:

Acquisition and capital restructure:                      $        --    $        --    $        --
Assets acquired                                                    --             --             --
Liabilities assumed                                                --             --       (120,799)
Common stock retained                                              --             --         (2.369)
Adjustment to additional paid-in capital                           --             --        123,168
Organization costs                                                 --             --        350,000
                                                          -----------    -----------    -----------
Total consideration paid                                  $        --    $        --    $   350,000
                                                          ===========    ===========    ===========

Common stock issued in exchange for proprietary rights    $        --    $        --    $     9,250
                                                          ===========    ===========    ===========

Common stock issued in exchange for services              $        --    $ 2,878,006    $ 2,915,286
                                                          ===========    ===========    ===========

Common stock issued in exchange for previously incurred
   debt and accrued interest                              $        --    $   695,591    $   995,591
                                                          ===========    ===========    ===========

Common stock issued in exchange as interest               $        --    $    36,000    $    36,000
                                                          ===========    ===========    ===========

Amortization of beneficial conversion feature             $        --    $   162,709    $   223,269
                                                          ===========    ===========    ===========

Stock options and warrants issued in exchange for services
   rendered                                               $   137,049    $   406,571    $   629,481
                                                          ===========    ===========    ===========

Debt and accrued interst forgiveness from note holders    $        --    $    36,785    $    36,875
                                                          ===========    ===========    ===========

Common stock issued in satisfaction of accounts payable   $        --    $   157,219    $   157,219
                                                          ===========    ===========    ===========

Common stock issued in satisfaction of amounts due
   to an Officer and a Director                           $        --    $   180,000    $   180,000
                                                          ===========    ===========    ===========

Deferred compensation to a consultant accrued in
   March 2005                                             $    32,500    $        --    $    32,500
                                                          ===========    ===========    ===========

</TABLE>


                                      F-8

<PAGE>

                          IR BIOSCIENCES HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (Unaudited)

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

General
-------

The accompanying  unaudited condensed financial statements have been prepared in
accordance with the instructions to Form 10-QSB,  and therefore,  do not include
all the information  necessary for a fair  presentation  of financial  position,
results of operations and cash flows in conformity  with  accounting  principles
generally  accepted  in the  United  States of  America  for a  complete  set of
financial statements.

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals) considered  necessary for a fair presentation have been included.  The
results from  operations  for the  three-month  periods ended March 31, 2005 and
2004 are not necessarily  indicative of the results that may be expected for the
years ended December 31, 2005. The unaudited  condensed  consolidated  financial
statements  should be read in  conjunction  with the December 31, 2004 financial
statements  and  footnotes  thereto  included in the  Company's  Securities  and
Exchange Commission Form 10-KSB.

Business and Basis of Presentation
----------------------------------

IR BioSciences Holdings,  Inc. ("Company") formerly GPN Network, Inc. ("GPN") is
currently a  development  stage  company  under the  provisions  of Statement of
Financial  Accounting   Standards  ("SFAS")  No.  7.  The  Company,   which  was
incorporated  under the laws of the State of Delaware on October 30, 2002,  is a
biopharmaceutical  company.  Through our wholly  owned  subsidiary,  ImmuneRegen
BioSciences,  Inc.,  we are engaged in the  research and  development  of health
enhancing and potential life saving products. Our product development is focused
around  Homspera(TM),  a proprietary  compound that is derived from  homeostatic
substance  P, a naturally  occurring  peptide.  Our focus is on the research and
development of products that we believe will treat the suppression of the body's
immune system caused by exposure to various forms of radiation,  toxic inhalants
and viral infectious diseases. Currently, the majority of our efforts are in the
research and development of Radilex(TM),  a compound derived from Homspera, as a
countermeasure  to the effects of  radiological  and nuclear  threats.  From its
inception  through  the date of these  financial  statements,  the  Company  has
recognized minimal revenues and has incurred significant operating expenses.

The consolidated  financial  statements  include the accounts of the Company and
its  wholly-owned   subsidiary,   ImmuneRegen   BioSciences,   Inc.  Significant
intercompany transactions have been eliminated in consolidation.

Reclassification
----------------

Certain  reclassifications  have been made to conform to prior  periods' data to
the  current  presentation.  These  reclassifications  had no effect on reported
losses.

Stock Based Compensation
------------------------

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No.  123,  "Accounting  for  Stock-Based  Compensation,"  to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
statement  amends  the  disclosure  requirements  of  SFAS  No.  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported  results.  The Company has chosen to continue to account
for stock-based  compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related  interpretations.  Accordingly,  compensation expense
for stock options

                                      F-9

<PAGE>

is  measured as the excess,  if any, of the fair market  value of the  Company's
stock at the date of the grant over the  exercise  price of the related  option.
The Company has adopted the annual disclosure  provisions of SFAS No. 148 in its
financial  reports for the year ended  December 31, 2002 and for the  subsequent
periods.

Interim Financial Statements
----------------------------

The  accompanying  balance  sheet  as of  March  31,  2005,  the  statements  of
operations  for the three  months  ended  March 31,  2005 and 2004,  and for the
period of inception  (October 30, 2002) to March 31, 2005, and the statements of
cash flows for three months  ended March 31, 2005 and 2004,  and from the period
of inception (October 30, 2002) to March 31, 2005 are unaudited. These unaudited
interim  financial  statements  include all  adjustments  (consisting  of normal
recurring  accruals),  which, in the opinion of management,  are necessary for a
fair  presentation  of the  results of  operations  for the  periods  presented.
Interim results are not necessarily indicative of the results to be expected for
a full year.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements,  and the  reported  amounts of revenues and expenses
during the reported  periods.  Actual results could materially differ from those
estimates.

Prepaid Services and Other Current Assets
-----------------------------------------

Prepaid  services and other current assets consist of (i) outside  services that
the Company has paid for in advance in the amount of $2,525; (ii) salary advance
to an employee of $2,300; and (iii) deposits of $2,260.

Licensed Proprietary Rights
---------------------------

The Company has licensed from its founders certain  proprietary rights which the
Company  intends  to  utilize  in the  execution  of its  business  plan.  These
proprietary  rights are being amortized over the term of the license  agreement,
or ten years.  The amount amortized during the three months ended March 31, 2005
and 2004 was $232 during each period.

Furniture and Equipment
-----------------------

Furniture and equipment are valued at cost.  Depreciation  and  amortization are
provided  over  the  estimated   useful  lives  up  to  seven  years  using  the
straight-line  method. The estimated service lives of property and equipment are
as follows:

         Computer equipment         3 years
         Furniture                  7 years

The amounts  depreciated for the three months ended March 31, 2005 and 2004 were
$170 and 169,  respectively.  The amount  depreciated from the date of inception
(October 30, 2002) through March 31, 2005 was $1,758.

NOTE 2 - RELATED PARTY TRANSACTIONS

Proprietary Rights Agreement
----------------------------

In December 2002, the Company entered into a royalty-free license agreement (the
"License  Agreement")  with  its two  founders  and  largest  shareholders  (the
"Licensors").  Under the terms of the License Agreement,  the Licensors grant to
the Company an exclusive license to use and sublicense certain patents,  medical
applications,  and other technologies developed by the Licensors.  The Company's
obligations  under the  License  Agreement  include  (i)  reasonable  efforts to
protect  any  licensed  patents  or  other  associated   property  rights;  (ii)

                                      F-10

<PAGE>

reasonable efforts to maintain  confidentiality of any proprietary  information;
(iii) upon the granting by the U. S. Food and Drug Administration to the Company
the right to market a product,  the Company  will  maintain a broad form general
liability and product liability insurance.

Consulting Agreements
---------------------

On December  16,  2002,  the Company  entered into  consulting  agreements  (the
"Consulting  Agreements")  with its two founders and chief  research  scientists
(the "Consultants").  The Consulting  Agreements were on a month-to-month basis.
Under the terms of the Consulting Agreements, the Consultants agreed to place at
the disposal of the Company  their  judgment and  expertise in the area of acute
lung injury. In consideration for these services, the Company agreed to pay each
consultant a  non-refundable  fee of $5,000 per month,  which shall accrue until
such time as the Company raises at least  $2,000,000 in equity or debt financing
at which time such accrued  amount will become due and payable.  Pursuant to the
Consulting  Agreements,  during the period from  January 1, 2003 to December 31,
2003, the Company accrued  $120,000 in consulting  fees.  During the period from
January 1, 2004 to December 31, 2004, the Company accrued an additional  $90,000
in consulting  fees.  The amounts due the  Consultants  at December 31, 2003 was
$125,000 and was included in accounts payable and accrued expenses.

In October  2004,  the Company  achieved the  threshold  amount of $2,000,000 in
equity or debt  financing  (see  Note I). As of  October,  2004,  the  aggregate
amounts due the Consultants under the Consulting Agreements was $215,000.

In October,  2004, one of the Consultants  elected to exchange 724,000 shares of
the  Company's  common  stock and a warrant to  purchase an  additional  362,000
(post-split)  shares of common stock at an exercise price of $0.50  (post-split)
in exchange  for $90,500 of the  $107,500 of the  previously  accrued and unpaid
fees due him under the Consulting Agreement, and the balance of $17,000 was paid
to the  consultant.  At  December  31,  2004,  there  is no  balance  due to the
Consultant.

In October 2004,  because the remaining  Consultant had not taken an active role
in the  management  of the  Company,  he agreed  that 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.

During the three  months  ended  March 31, 2005 and 2004,  the  Company  accrued
$19,000 and $30,000,  respectively,  in consulting fees payable to the Company's
founders.

Employment Agreements
---------------------

Pursuant to our  employment  agreement with Michael  Wilhelm,  our President and
Chief Executive  Officer,  dated December 16, 2002, we paid a salary of $125,000
and $175,000 to Mr. Wilhelm during the first and second years of his employment,
respectively.  Thereafter we paid, and will continue to pay, through the term of
Mr. Wilhelm's employment,  an annual salary of $250,000. Mr. Wilhelm's salary is
payable  in  regular  installments  in  accordance  with the  customary  payroll
practices of our company.

Pursuant to our employment  agreement with John  Fermanis,  our Chief  Financial
Officer,  dated February 15, 2005, we paid a salary of $60,000 until the company
completed a financing of $500,000 or more.  This  occurred on March 4, 2005 when
the company  completed a Tender Offer for warrants  totaling  $1,190,857  net of
fees. From March 4, 2005,  until December 31, 2005, we will pay an annual salary
of $85,000.  Thereafter,  we will pay an annual salary of $98,000 for the second
year ending  December  31, 2006 and an annual  salary of $112,000  for the third
year  ending  December  31,  2007.  Mr.  Fermanis'  salary is payable in regular
installments in accordance with the customary payroll practices of our company.

NOTE 3 - DEBT

During the three months ended March 31, 2005,  the Company repaid a note payable
in the amount of $10,000.  At March 31, 2005,  the Company had  outstanding  two
unsecured  notes  payable to Company  shareholders  in the  aggregate  amount of
$66,970. Interest accrues at 6% per annum. Accrued interest at March 31, 2005 is
$9,923. These notes were in default at March 31, 2005.

                                      F-11

<PAGE>

NOTE 4 - EQUITY

Common Stock
------------

On January 24, 2005, the Company made a tender offer to certain of the Company's
shareholders  whereby the exercise price of certain  warrants  issued in October
2004 (the  "Warrants")  would be reduced from $0.50 to $0.20 per share. In March
2005,  6,600,778  shares of common  stock were sold  pursuant  to this offer for
aggregate proceeds of $1,320,156 less costs of $129,300.

Warrants
--------

In January through March 2005, the Company issued  warrants to purchase  268,033
shares at  prices  ranging  from  $0.125 to $1.00 to  consultants  for  services
performed.  The Company valued these warrants using the Black-Scholes  valuation
model, and charged the amount of $137,049 to operations  during the three months
ended March 31, 2005.

The  following  table  summarizes  the changes in warrants  outstanding  and the
related  prices  for  the  shares  of  the  Company's  common  stock  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.

<TABLE>
<CAPTION>
        Warrants Outstanding              Warrants Exercisable
---------------------------------  --------------------------------
                                   Weighted Average       Weighed                       Weighted Average
                                      Remaining           Average                          Remaining
      Exercise          Number     Contractual Life       Exercise        Number         Contractual Life
        Prices       Outstanding       (Years)             Price        Exercisable          (Years)
---------------------------------------------------------------------------------------------------------
<S>                  <C>               <C>               <C>           <C>                 <C>
     $0.05-0.10         480,698         4.35             $0.05-0.10       480,698            4.35
     0.125-0.70         782,411         4.21             0.125-0.70       782,411            4.21
      0.25-0.56       9,147,932         4.31              0.25-0.56     9,147,932            4.31
           1.00         754,844         2.73                   1.00       754,844            2.73
           2.00         167,580         4.27                   2.00       167,580            4.27
                     ----------        -----                           ----------            ----
                     11,333,465         4.20                           11,333,465            4.20
                     ==========        =====                           ==========            ====
</TABLE>

                                      F-12

<PAGE>

Transactions involving warrants are summarized as follows:

                                                            Weighted Average
                                        Number of Shares    Price Per Share
                                          (post-split)        (post-split)
                                         ---------------    ---------------

   Outstanding at January 1, 2005             17,666,210           $    .49

     Granted                                     268,033                .48
     Exercised                                (6,600,778)               .50
     Canceled or expired                              --                 --
                                              ----------           --------
   Outstanding at March 31, 2005              11,333,465           $    .47
                                              ==========           ========

The estimated value of the  compensatory  warrants  granted to  non-employees in
exchange  for  services  and  financing   expenses  was  determined   using  the
Black-Scholes pricing model and the following assumptions:

                                                       2005
                                                       ----
 Significant assumptions (weighted-average):
     Risk-free interest rate at grant date             3.75%
     Expected stock price volatility               154% to 163%
     Expected dividend payout                           --
     Expected option life-years (a)                      3


                                      F-13

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

Special Note Regarding Forward-looking Statements
-------------------------------------------------

Some of the statements  under "Risk  Factors,"  "Business" and elsewhere in this
Quarterly Report on Form 10-QSB  constitute  forward-looking  statements.  These
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, levels of activity, performance or achievements to
be  materially   different  from  any  future   results,   levels  of  activity,
performance,  or  achievements  expressed  or  implied  by such  forward-looking
statements.  Such factors  include,  among other things,  those  described under
"Risk Factors" and elsewhere in this Quarterly Report on Form 10-QSB.

In some cases, you can identify  forward-looking  statements by terminology such
as  "may,"   "will,"   "should,"   "could,"   "expects,"   "plans,"   "intends,"
"anticipates," "believes," "estimates," "predicts," "potential" or "continue" or
the negative of such terms or other comparable terminology.

Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  it  cannot  guarantee  future  results,  levels of
activity,  performance,  or  achievements.  Moreover,  neither  we nor any other
person  assumes  responsibility  for  the  accuracy  and  completeness  of  such
statements. We are under no duty to update any of the forward-looking statements
after the date of this report.

The  following  information  should be read in  conjunction  with the  financial
statements  and the notes  thereto.  The  analysis  set forth  below is provided
pursuant to applicable Securities and Exchange Commission regulations and is not
intended to serve as a basis for projections of future events.

Overview
--------

IR BioSciences Holdings, Inc. is a development-stage  biopharmaceutical company.
Through our wholly  owned  subsidiary,  ImmuneRegen  BioSciences,  Inc.,  we are
engaged in the research and  development of health  enhancing and potential life
saving  products.  Our product  development  is focused around  Homspera(TM),  a
proprietary  compound that is derived from homeostatic  substance P, a naturally
occurring peptide. Our focus is on the research and development of products that
we believe will treat the  suppression  of the body's  immune  system  caused by
exposure to various forms of  radiation,  toxic  inhalants and viral  infectious
diseases.  Currently,  the  majority  of our  efforts  are in the  research  and
development  of   Radilex(TM),   a  compound   derived  from   Homspera,   as  a
countermeasure to the effects of radiological and nuclear threats.

In our  studies to date,  we have  witnessed  Homspera  and Radilex to have high
anti-inflammatory and immunostimulatory  properties.  We believe the compound is
well-suited  for treating the  damaging  effects of radiation  injury when given
shortly after total body exposure to radiation. We have generated a large amount
of data in rodent animal models and toxicology  studies relating to the activity
and safety of both Homspera and Radilex.  To date we have completed  seven mouse
studies in which  Radilex was  administered  after  exposure to lethal  doses of
radiation.  In these  studies we  witnessed  survival  rates of up to 50% of the
exposed mice.

We own or have  obtained a license to 4 issued U.S.  and foreign  patents and 24
pending U.S. and foreign  patent  applications.  As we continue our research and
development  efforts  we  will  look  to add to our  portfolio  of  patents  and
trademarks.

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2005

Revenue
-------

We are in the development stage and have no revenue.

Sales, General, and Administrative Expenses
-------------------------------------------

Sales, general, and administrative expenses ("SG&A") were $838,520 for the three
months  ended  March 31,  2005,  an  decrease  of $92,554 or  approximately  10%
compared to SG&A of $931,074  during the three months ended

                                       3
<PAGE>

March 31, 2004. For the three months ended March 31, 2005, this amount consisted
primarily of non-cash compensation issued to consultants of $299,943,  legal and
accounting  fees of $161,806,  other  consulting  fees of $117,739,  payroll and
related costs of $77,574, and research and development expenses of $65,849.

The Company  expects  SG&A to  increase  during the coming  twelve  months as we
continue to utilize  non-cash  compensation  in order to conserve cash, we build
out the Company's infrastructure,  and continue to develop the Company's line of
potential products.

Interest Expense
----------------

Interest  expense was $977 for the three months ended March 31, 2005, a decrease
of $303,101 or  approximately  99% compared to interest  expense of $304,078 for
the three months ended March 31, 2004. Interest expense was dramatically reduced
because the Company  paid or converted  to equity most of its  outstanding  debt
during the three months ended December 31, 2004.

The Company expects  interest  expense to remain at low levels during the coming
twelve months.

Net Loss
--------

For the reasons  above,  the net loss for the three  months ended March 31, 2005
was $839,497, a decrease of $395,655 or 32% compared to a net loss of $1,235,152
for the three months ended March 31, 2004.

The Company  expects  losses to increase  during the coming twelve  months.  The
Company  does not  expect to begin to  generate  revenue  in the  coming  twelve
months,  and our costs are likely to increase  as we move our line of  potential
products  through  the  testing  and  approval  phases,  and as we build out our
corporate infrastructure.

PLAN OF OPERATIONS

We expect to continue to incur  increasing  operating losses for the foreseeable
future,  primarily  due to our  continued  research and  development  activities
attributable  to new  and  existing  products  and  general  and  administrative
activities.

Product Research and Development
--------------------------------

We spent  approximately  $65,849 and $21,382 for the first quarters ending March
31, 2005 and 2004, respectively,  in research and development activities related
to the development of Radilex as a universal  protectant  against the effects of
chemical, biological, radiological and nuclear threats. Due to our liquidity and
limited cash available,  our spending on research and development activities was
limited.  From our inception in October 2002, we have spent $258,912 in research
and development activities.  These costs include the manufacture and delivery of
our  drug  by  third  party   manufacturers,   payments  to  Contract   Research
Organizations  ("CRO")  for  consulting  related  to our  studies  and  costs of
performing such studies.

We  anticipate  that during the next 12 months we will increase our research and
development  activities by  approximately  $450,000 to a total of  approximately
$600,000  in an effort to  further  develop  Radilex as a  universal  protectant
against  chemical,  biological,  radiological  and  nuclear  threats.  The  drug
development,  clinical  trial and regulatory  process is lengthy,  expensive and
uncertain  and subject to numerous  risks  including,  without  limitation,  the
following risks discussed under "Risk Factors" - "All Our  Applications  Are All
Derived  From  The Use Of  Homspera.  If  Homspera  Is  Found  To Be  Unsafe  Or
Ineffective,  Our  Business  Would  Be  Materially  Harmed.,"  "If  We  Fail  To
Successfully  Develop  And  Commercialize   Products,  We  Will  Have  To  Cease
Operations.;"  and, "The Lengthy  Product  Approval  Process And  Uncertainty Of
Government Regulatory  Requirements May Delay Or Prevent Us From Commercializing
Proposed Products."

Our major research and development projects include:

Development of Radilex as a  Countermeasure  to the Effects of Radiological  and
--------------------------------------------------------------------------------
Nuclear Threats.
---------------

Because  of the  high  anti-inflammatory  and  immunostimulatory  properties  of
Radilex  that we have  witnessed,  we believe the  compound is  well-suited  for
treating  the  damaging  effects of radiation  injury when given  shortly  after

                                       4

<PAGE>

exposure to total body irradiation.  We have generated a large amount of data in
rodent animal models relating to the activity and safety of Radilex.

We are currently  preparing the protocols for our eighth mouse study in which we
will  further  validate  our prior  studies  by  collecting  additional  data as
requested  by the FDA and NIH.  We expect to begin the eighth  study  within the
next 120 days. We estimate that the study will be completed within 3 months upon
commencement  at  an  estimated  cost  of  $100,000.   Upon  completion  of  the
aforementioned  study we will prepare the  protocols  necessary  for a non-human
primate study to test the efficacy of Radilex as a treatment to acute  radiation
sickness.  We expect  this study to begin  within  the next  twelve  months.  We
believe that preliminary results will be available within 90 days from beginning
of study,  with  analysis  within an  additional 60 to 90 days. We have budgeted
approximately  $310,000  for  expenses  related to this study in our fiscal year
ending  December 31, 2005. We expect an additional  $450,000 will be required to
complete this study in 2006.

If we are successful in completing the study and achieve the desired results, we
will submit the necessary documentation to the FDA and other regulatory agencies
for  approval.  We believe that Radilex can be  developed  and approval  granted
under  Project  BioShield,  if so, we believe that the approval  process will be
significantly shortened and less costly. If approval for Radilex is granted in a
timely  manner,  we expect to begin to  commercialize  our  product  immediately
thereafter.  We are anticipating  revenues from the sale of Radilex beginning in
calendar year 2007 as a treatment to the effects caused by irradiation.

If product development or approval does not occur as scheduled our time to reach
market will be lengthened and our costs will likely increase.  Additionally,  we
may be requested to expand our findings to gather  additional data or we may not
achieve  the desired  results.  If so, we may have to design new  protocols  and
conduct additional  studies.  This will increase our costs and delay the time to
market for  Radilex.  Any of these  occurrences  would have a material  negative
impact on our business and our  liquidity as it may cause us to seek  additional
capital sooner than expected and allow our competitors to successfully enter the
market ahead of us.

Development  of Radilex as a  Countermeasure  to the  Effects  of  Chemical  and
--------------------------------------------------------------------------------
Biological Threats.
-------------------

We are  currently  continuing to research the efficacy of Radilex as a universal
protectant to be used also as a treatment  for exposure to various  chemical and
biological  threats.  We have generated data in preclinical  studies  indicating
that Radilex could potentially be used in treating respiratory failure caused by
exposure to various  chemical  and  biological  agents,  such as anthrax,  ricin
poisoning and other poisonous inhalants, as well as, infectious diseases such as
avian flu and SARS.  We are  continuing  to design and  perform  studies for the
further  development  of  Radilex  for  these  applications.  We  have  budgeted
approximately  $35,000 for studies  related to the use of Radilex as a treatment
for  exposure  to  various  chemical  and  biological   threats.  We  anticipate
additional studies to begin in the third or fourth quarters of calendar 2005 and
continue on an ongoing basis over the next three years.  If we are successful in
achieving desirable results, we intend to design the protocols and begin studies
for these  indications,  when capital is  available.  As we have only  collected
preliminary data and additional studies are required, we cannot predict when, if
ever, a viable treatment can be commercialized. If we do not observe significant
results or we lack the capital to further the  development,  we may abandon such
research  and  development  efforts;   thereby  limiting  our  future  potential
revenues.

Development of Homspera in the Promotion of Wound Healing.
----------------------------------------------------------

We have observed in early  preclinical  studies that Homspera may have an effect
in promoting or accelerating wound healing. Within the next three months we plan
to begin  preclinical  studies to determine if Homspera could become a candidate
for further  development  as a compound used in wound  healing.  We believe that
such an  application  would  have a  large  potential  market  and  would  share
synergies with potential uses for Radilex as a universal  protectant.  We expect
to begin studies regarding the use of Homspera in the promotion of wound healing
in the  third  quarter  of  calendar  2005.  We do not  have  any  research  and
development  expenses  associated  with the use of Homspera in wound  healing in
2004 or 2003, as our observations  were generated while conducting our radiation
studies.  We have budgeted  approximately  $60,000 for the costs of such studies
over the next twelve months. We anticipate the completion of such studies within
eight months of commencement of the studies. If we achieve desirable results, we
will design the protocols and begin studies for these indications,  when capital
is available.  As we have only collected preliminary data and additional studies
are  required,  we  cannot  predict  when,  if  ever,  a viable  product  can

                                       5

<PAGE>

be  commercialized.  If we do not  observe  significant  results  or we lack the
capital to further the development, we may abandon such research and development
efforts; thereby limiting our future potential revenues.

We will need to generate  significant revenues from product sales and or related
royalties and license agreements to achieve and maintain profitability.  Through
March  31,  2005,  we had no  revenues  from any  product  sales,  royalties  or
licensing  fees,  and have not achieved  profitability  on a quarterly or annual
basis.  Our ability to achieve  profitability  depends upon, among other things,
our ability to develop products,  obtain regulatory  approval for products under
development and enter into agreements for product development, manufacturing and
commercialization.  Moreover,  we may  never  achieve  significant  revenues  or
profitable operations from the sale of any of our products or technologies.

OFF-BALANCE SHEET ARRANGEMENTS

There were no off-balance  sheet  arrangements  made in the fiscal quarter ended
March 31, 2005.

REVENUES

We have not  generated  any revenues  from  operations  from our  inception.  We
believe we will begin earning revenues from operations during calendar year 2007
as we transition  from a  development  stage company to that of an active growth
and acquisition stage company.

COSTS AND EXPENSES

From  our  inception  through  March  31,  2005,  we  have  incurred  losses  of
$8,047,524.   These  expenses  were  associated  principally  with  equity-based
compensation  to  employees  and  consultants,  product  development  costs  and
professional services.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2005,  we had current  assets of  $1,607,085  consisting of cash of
$1,600,000 and other current  assets of  $7,085.  At March 31, 2005, we also had
current  liabilities  of $408,180,  consisting  of accounts  payable and accrued
liabilities  of  $341,210  and notes  payable of $66,970.  This  resulted in net
working  capital at March 31, 2005 of $1,198,905.  During the three months ended
March 31, 2005,  the Company used cash in operating  activities  of  ($550,971).
From the date of inception (October 30, 2002) to March 31, 2005, the Company has
had a net loss of  ($8,047,524)  and has used cash of  ($2,625,316) in operating
activities.

The Company  currently has no revenue.  There is no guarantee  that our business
model will be successful, or that we will be able to generate sufficient revenue
to fund future operations.  As a result, we expect our operations to continue to
use net cash,  and that we will be  required to seek  additional  debt or equity
financings during the coming quarters. Since inception, the Company has financed
its operations  through debt and equity financing.  While we have raised capital
to meet  our  working  capital  and  financing  needs  in the  past,  additional
financing  is  required in order to meet our  current  and  projected  cash flow
deficits from  operations  and  development of our product line. We met our cash
requirements from our inception through March 31, 2005 via the private placement
of $3,259,903 of our common stock,  $973,500 from the issuance of notes payable,
net of  repayments  and  $1,190,857,  net of costs,  from the exercise of common
stock purchase warrants.


                                       6

<PAGE>

In January 2005, we made a tender offer to temporarily reduce the exercise price
of certain  warrants  issued in October 2004 from $0.50 to $0.20 per share.  The
tender  offer  expired on March 4, 2005.  We  accepted  for  exercise a total of
6,600,778  warrants validly tendered and not withdrawn  pursuant to the terms of
the tender offer, which represents approximately 48% of the aggregate 13,780,449
warrants  that were subject to the offer.  We raised an aggregate of  $1,190,857
from the tender offer, net of costs.

Since our inception, we have been seeking additional third-party funding. During
such time,  we have retained a number of different  investment  banking firms to
assist  us in  locating  available  funding;  however,  we  have  not  yet  been
successful in obtaining any of the  long-term  funding  needed to make us into a
commercially  viable entity.  During the period from October 2004 to March 2005,
we were  able to  obtain  financing  of  $3,770,156  from a  series  of  private
placements  of our  securities.  Included in this amount was the  conversion  of
$180,000 of accrued salary and consulting  fees due to an officer and a director
of the company.  These  private  placements  of our  securities  resulted in net
proceeds to us of $3,162,711. Based on our current plan of operations all of our
current funding is expected to be depleted by the end of January 2006.  Although
we are continuing with our efforts to obtain funding to maintain our operations,
we cannot  assure you that we will be  successful or that any funding we receive
will be received timely or on commercially  reasonable terms. Due to our working
capital  deficiency,  and if we do not receive  adequate  financing,  we will be
unable  to pay  our  vendors,  lenders  and  other  creditors  if we  cease  our
operations,  since the net realizable  value of our non-current  assets will not
generate adequate cash. We currently have no commitments for financing. There is
no guarantee that we will be successful in raising the funds required.

In the event that we are successful in obtaining  third-party funding, we do not
expect to generate a positive cash flow from our operations for at least several
years, if at all, due to anticipated  expenditures  for research and development
activities,   administrative  and  marketing  activities,  and  working  capital
requirements  and expect to continue to attempt to raise further capital through
one or more further private placements.

While we have  successfully  raised  capital  to meet our  working  capital  and
financing  needs in the past  through  debt and  equity  financings,  additional
financing  will be required in order to implement  our business plan and to meet
our current and projected cash flow deficits from  operations  and  development.
There can be no  assurance  that we will be able to  consummate  future  debt or
equity  financings in a timely manner on a basis  favorable to us, or at all. If
we are unable to raise needed  funds,  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. We believe that
we have  sufficient  capital  resources  to meet  projected  cash flow  deficits
through the end of December 2005. However, if thereafter,  we are not successful
in generating  sufficient  liquidity  from  operations or in raising  sufficient
capital  resources,  this would have a material  adverse effect on our business,
results of operations, liquidity and financial condition.

During the three months ended March 31, 2005, the Company paid a note payable in
the amount of  $10,000.  At March 31,  2005,  the Company  had  outstanding  two
unsecured  notes  payable to Company  shareholders  in the  aggregate  amount of
$66,970. Interest accrues at 6% per annum. Accrued interest at March 31, 2005 is
$9,923. These notes were in default at March 31, 2005.

Pursuant to our  employment  agreement with Michael  Wilhelm,  our President and
Chief Executive  Officer,  dated December 16, 2002, we paid a salary of $125,000
and $175,000 to Mr. Wilhelm during the first and second years of his employment,
respectively.  Thereafter we paid, and will continue to pay, through the term of
Mr. Wilhelm's employment,  an annual salary of $250,000. Mr. Wilhelm's salary is
payable  in  regular  installments  in  accordance  with the  customary  payroll
practices of our company.

Pursuant to our employment  agreement with John  Fermanis,  our Chief  Financial
Officer,  dated February 15, 2005, we paid a salary of $60,000 until the company
completed a financing of $500,000 or more.  This  occurred on March 4, 2005 when
the company  completed a Tender Offer for warrants  totaling  $1,190,856  net of
fees. From March 4, 2005,  until December 31, 2005, we will pay an annual salary
of $85,000.  Thereafter,  we will pay an annual salary of $98,000 for the second
year ending  December  31, 2006 and an annual  salary of $112,000  for the third
year  ending  December  31,  2007.  Mr.  Fermanis'  salary is payable in regular
installments in accordance with the customary payroll practices of our company.

                                       7

<PAGE>

On December 16, 2002 we entered into a consulting  agreement on a month-to-month
basis with Dr. Mark Witten, our chief research scientist and director. 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.  Under the terms of our consulting  agreement with Dr. Mark Witten, he is
to  receive a  non-refundable  fee equal to $5,000  per  month.  The  consulting
agreement is on a month-to-month basis.

Acquisition or Disposition of Plant and Equipment
-------------------------------------------------

We did not  dispose or acquire  any  significant  property,  plant or  equipment
during the first quarter ended March 31, 2005.

We do not anticipate the sale of any  significant  property,  plant or equipment
during the next twelve months.

Number of Employees
-------------------

From our  inception  through the period ended March 31, 2005,  we have relied on
the services of outside  consultants  for services and currently have five total
employees, two contract employees and three full-time employees. In order for us
to attract and retain  quality  personnel,  we  anticipate we will have to offer
competitive  salaries to future  employees.  We do not anticipate our employment
base will  significantly  change during the next twelve  months,  other than the
addition  of one  senior  level  appointment  to the  position  of  Senior  Vice
President of  Scientific  Development.  As we continue to expand,  we will incur
additional cost for personnel. This projected increase in personnel is dependent
upon our  generating  revenues and obtaining  sources of financing.  There is no
guarantee that we will be successful in raising the funds required or generating
revenues sufficient to fund the projected increase in the number of employees.

Trends, Risks and Uncertainties
-------------------------------

We have sought to identify what we believe to be the most  significant  risks to
our business,  but we cannot  predict  whether,  or to what extent,  any of such
risks may be realized nor can we guarantee that we have  identified all possible
risks that might arise.  Investors  should  carefully  consider all of such risk
factors before making an investment decision with respect to our Common Stock.

RISK FACTORS

The actual  results of the  combined  company may differ  materially  from those
anticipated in these forward-looking  statements. The Registrant and ImmuneRegen
will operate as a combined company in a market  environment that is difficult to
predict and that involves  significant  risks and  uncertainties,  many of which
will  be  beyond  the  combined   company's   control.   Additional   risks  and
uncertainties  not presently  known,  or that are not  currently  believed to be
important to you, if they  materialize,  also may adversely  affect the combined
company.

THE COMPANY HAS AN ACCUMULATED  DEFICIT, IS NOT CURRENTLY PROFITABLE AND EXPECTS
TO INCUR SIGNIFICANT EXPENSES IN THE NEAR FUTURE.

The  Company  has  incurred  a  substantial  net  loss for the  period  from our
inception  in October  2002 to March 31,  2005,  and is  currently  experiencing
negative cash flow.  We expect to continue to experience  negative cash flow and
operating losses through at least 2006 and possibly thereafter.  As a result, we
will need to generate significant revenues to achieve profitability.

                                       8

<PAGE>

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
Radilex and  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.

WE MAY EXPERIENCE FLUCTUATION OF QUARTERLY OPERATING RESULTS WHICH MAY CAUSE OUR
STOCK PRICE TO FLUCTUATE.

Our quarterly  operating results may fluctuate  significantly in the future as a
result of a variety of factors,  many of which are outside  our  control.  These
factors  include:  the  level of  demand  for  Radilex,  Homspera  and any other
products;  our  ability  to  attract  and retain  personnel  with the  necessary
strategic,  technical and creative skills required for effective operations; the
amount and timing of expenditures by customers; the amount and timing of capital
expenditures  and other  costs  relating  to the  expansion  of our  operations;
government regulation and legal developments  regarding the use of Homspera; and
general  economic  conditions.  As  a  strategic  response  to  changes  in  the
competitive environment, we may from time to time make certain pricing, service,
technology or marketing  decisions that could have a material  adverse effect on
our quarterly  results.  Due to all of these factors,  our operating results may
fall below the expectations of securities  analysts,  stockholders and investors
in any future quarter.

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.

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.

                                       9

<PAGE>

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.

As of March  31,  2005,  our cash and  cash  equivalents  totaled  approximately
$1,600,000.  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 at least through December 31, 2005..  However,  changes
in our research and  development  plans or other events  affecting our operating
expenses  may result in the  expenditure  of such cash before that time.  We may
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
beyond  December  31,  2005.  Our  working  capital  as of March 31,  2005 was $
1,198,905.  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, OUR BUSINESS WOULD BE MATERIALLY HARMED.

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  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 business operations,  since all of our primary revenue sources would be
negatively affected by such findings.

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.

                                       10

<PAGE>

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
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 WE MAY NOT BE
ABLE TO SUCCESSFULLY COMMERCIALIZE RADILEX.

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.

Clinical  testing,  manufacture,  promotion,  export  and  sale of our  proposed
products  are  subject  to  extensive   regulation   by  numerous   governmental
authorities in the United States,  principally the FDA, and corresponding  state
and foreign  regulatory  agencies.  This regulation may delay or prevent us from
commercializing  proposed products.  Noncompliance with applicable  requirements
can result in, among other things, fines, injunctions, seizure or recall of such
products,  total or partial  suspension of product  manufacturing and marketing,
failure of the government to grant premarket  approval,  withdrawal of marketing
approvals and criminal prosecution.

The regulatory process for new therapeutic drug products, including the required
preclinical studies and clinical testing,  is lengthy and expensive.  We may not
receive  necessary FDA clearances for any of our potential  products in a timely
manner,  or at all. The length of the clinical  trial  process and the number of
patients the FDA will require to be enrolled in the clinical  trials in order to
establish the safety and efficacy of our proposed products is uncertain.

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

                                       11

<PAGE>

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 OBTAIN  REGULATORY  APPROVAL  OF OUR  PRODUCTS,  THEY WILL BE  SUBJECT  TO
CONTINUING REVIEW AND EXTENSIVE REGULATORY REQUIREMENTS,  WHICH COULD AFFECT THE
MANUFACTURING AND MARKETING OF OUR PRODUCTS.

A marketed  product is subject to  continual  FDA  review.  Later  discovery  of
previously unknown problems or failure to comply with the applicable  regulatory
requirements  may  result in  restrictions  on the  marketing  of a  product  or
withdrawal of the product from the market, as well as possible civil or criminal
sanctions.  The FDA could withdraw a previously approved product from the market
upon receipt of newly discovered information, including a failure to comply with
regulatory requirements,  the occurrence of unanticipated problems with products
following approval, or other reasons, which could adversely affect our operating
results.

Among the other  requirements  for regulatory  approval is the requirement  that
prospective  manufacturers conform to the FDA's Good Manufacturing Practices, or
GMP, requirements.  In complying with the FDA's GMP requirements,  manufacturers
must continue to expend time, money and effort in production, record keeping and
quality control to assure that products meet applicable specifications and other
requirements.  Failure  to comply  and  maintain  compliance  with the FDA's GMP
requirements  subjects  manufacturers to possible FDA regulatory action and as a
result,  may  have a  material  adverse  effect  on  us.  We,  or  our  contract
manufacturers, if any, may not be able to maintain compliance with the FDA's GMP
requirements on a continuing basis.  Failure to maintain compliance could have a
material adverse effect on us.

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.

IF WE FAIL TO OBTAIN APPROVAL FROM FOREIGN REGULATORY  AUTHORITIES,  WE WILL NOT
BE ALLOWED TO MARKET OR SELL OUR PRODUCTS IN OTHER COUNTRIES.

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.

SIGNIFICANT  DELAY OR FAILURE TO OBTAIN  REGULATORY  APPROVALS  WOULD IMPEDE OUR
ABILITY TO GENERATE REVENUE.

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

                                       12

<PAGE>

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;

     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.

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.

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.

                                       13

<PAGE>

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.

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 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.  If any of these  proposed
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

                                       14

<PAGE>

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.

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,  WHICH WOULD PREVENT
US FROM SUCCESSFULLY COMMERCIALIZING THE PRODUCT.

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.

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.

AS A RESULT  OF OUR  INTENSELY  COMPETITIVE  INDUSTRY,  WE MAY NOT  GAIN  ENOUGH
MARKETSHARE TO BE PROFITABLE.

The biotechnology and pharmaceutical  industries are intensely  competitive.  We
have numerous  competitors  in the United States and  elsewhere.  Because we are
pursuing  potentially large markets, our competitors include major multinational
pharmaceutical  companies,  specialized biotechnology firms and universities and
other research institutions. Several of these entities have already successfully
marketed  and  commercialized  products  that will  compete  with our  products,
assuming  that  our  products  gain  regulatory  approval.  Competitors  such as
Hollis-Eden Pharmaceuticals,  Inc. have developed or are developing products for
the treatment of severe acute radiation injury.  Companies such as VaxGen, Inc.,
Acambis plc and Emergent  BioSolutions have developed or are developing vaccines
against infectious diseases, including anthrax.

Many of our  competitors  have greater  financial  and other  resources,  larger
research and development  staffs and more effective  marketing and manufacturing
organizations than we do. In addition, academic and government institutions have
become  increasingly  aware of the commercial value of their research  findings.
These  institutions  are now more  likely  to  enter  into  exclusive  licensing
agreements with commercial  enterprises,  including our competitors,  to develop
and market commercial products.

                                       15

<PAGE>

Our  competitors may succeed in developing or licensing  technologies  and drugs
that  are  more  effective  or  less  costly  than  any we are  developing.  Our
competitors may succeed in obtaining FDA or other regulatory  approvals for drug
candidates before we do. If competing drug candidates prove to be more effective
or less costly than our drug candidates,  our drug candidates,  even if approved
for sale, may not be able to compete successfully with our competitors' existing
products  or new  products  under  development.  If we  are  unable  to  compete
successfully, we may never be able to sell enough products at a price sufficient
to permit us to generate profits.

IF WE FAIL TO ATTRACT AND RETAIN HIGHLY SKILLED SCIENTIFIC PERSONNEL, OUR GROWTH
COULD BE  LIMITED,  WHICH MAY  ADVERSELY  AFFECT OUR RESULTS OF  OPERATIONS  AND
FINANCIAL POSITION.

Our future success  depends in large part upon our ability to attract and retain
highly skilled scientific personnel.  The competition in the scientific industry
for such personnel is intense,  and we cannot be sure that we will be successful
in  attracting  and  retaining  such  personnel.  Most  of our  consultants  and
employees and several of our executive  officers  began working for us recently,
and all employees are subject to "at will" employment.  We cannot guarantee that
we will be able to replace any of our  scientific  personnel  in the event their
services become unavailable.

WE MAY FAIL TO PROTECT ADEQUATELY OUR PROPRIETARY TECHNOLOGY,  WHICH WOULD ALLOW
COMPETITORS TO TAKE ADVANTAGE OF RESEARCH AND DEVELOPMENT EFFORTS.

We own or have  obtained a license to 4 issued U.S.  and foreign  patents and 24
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
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.

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
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.

                                       16

<PAGE>

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 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 services  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 providing  services.  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.

COMPLIANCE WITH  ENVIRONMENTAL LAWS OR REGULATIONS COULD 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

                                       17

<PAGE>

quantities  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 THE PRICE OF OUR COMMON STOCK.

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;

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<PAGE>

     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 $0.09 to $1.00 between January 1, 2004
and April 3, 2005.

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.

A LIMITED  PRIOR PUBLIC  MARKET AND TRADING  MARKET MAY CAUSE  VOLATILITY IN THE
PRICE OF OUR COMMON STOCK.

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.

BROKER-DEALER REQUIREMENTS FOR "PENNY STOCK" TRANSACTIONS MAY AFFECT THE ABILITY
OF OUR INVESTORS TO RESELL THEIR SECURITIES.

Our common stock is  considered to be a "penny stock" since it meets one or more
of the definitions in Rules 15g-2 through 15g-6  promulgated under Section 15(g)
of the  Securities  Exchange  Act of  1934,  as  amended.  Section  15(g) of the
Securities  Exchange  Act of  1934,  as  amended,  and  Rule  15g-2  promulgated
thereunder by the SEC require  broker-dealers dealing in penny stocks to provide
potential  investors with a document disclosing the risks of penny stocks and to
obtain a  manually  signed and dated  written  receipt  of the  document  before
effecting  any  transaction  in  a  penny  stock  for  the  investor's  account.
Compliance  with  this and other  requirements  may make it more  difficult  for
holders  of our  common  stock to resell  their  shares to third  parties  or to
otherwise dispose of them in the market or otherwise.

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.

Certain of our  stockholders  have the right to register  securities  for resale
that they hold pursuant to registration rights agreements. 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.  We expect
that an aggregate of 52,391,374 shares of our

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<PAGE>

common stock will be registered with the SEC in the registration statement.  The
registration  and  subsequent  sales of such shares of common  stock may have an
adverse effect on 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.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Disclosure  controls and procedures are controls and other  procedures  that are
designed  to ensure  that  information  required  to be  disclosed  by us in the
reports that we file or submit  under the  Exchange Act is recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and  communicated  to our management,  including our
principal  executive  and financial  officers,  as  appropriate  to allow timely
decisions regarding required disclosure.

As of the end of the period  covered by this Quarterly  Report,  we conducted an
evaluation,  under  the  supervision  and with the  participation  of our  chief
executive officer and chief financial  officer,  of our disclosure  controls and
procedures (as defined in Rules  13a-15(e) of the Exchange  Act).  Based on this
evaluation,  our chief executive  officer and chief financial  officer concluded
that our  disclosure  controls  and  procedures  need  improvement  and were not
adequately  effective as of March 31, 2005 to ensure timely  reporting  with the
Securities and Exchange Commission.

Our management is in the process of identifying deficiencies with respect to our
disclosure controls and procedures and implementing  corrective measures,  which
include  the  establishment  of  new  internal  policies  related  to  financial
reporting.

(b) Changes in internal controls

There have been no changes in our  internal  control  over  financial  reporting
identified in connection  with the evaluation  required by paragraph (d) of Rule
13a-15 or 15d-15 under the Exchange Act that  occurred  during the quarter ended
March  31,  2005  that has  materially  affected,  or is  reasonably  likely  to
materially affect, our internal control over financial reporting.

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<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Please refer to our Annual Report on Form 10-KSB for the year ended December 31,
2004 regarding litigation and claims.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company  accrued the  issuance of 75,000  shares of common  stock during the
three  months ended March 31,  2005.  Pursuant to the terms of their  respective
agreements with us,  25,000  of  these  shares  are to be  issued  to our  Chief
Financial  Officer and 50,000 are to be issued to a consultant  during the first
quarter  ended  March  31,  2005.  The  shares  will bear a  restrictive  legend
regarding the sale or transfer of such.  The shares were issued in reliance upon
exemptions from  registration  pursuant to Section 4(2) under the Securities Act
of 1933, as amended,  and Rule 506 promulgated  thereunder.  Our Chief Financial
Officer and the consultant each qualifies as an accredited  investor (as defined
by Rule 501 under the Securities Act of 1933, as amended).

The Company  accrued the  issuance of 268,033  common  stock  purchase  warrants
during the three  months  ended March 31,  2005.  The  exercise  prices of these
warrants range from $0.125 to $0.50 per share.  The warrants  expire three years
after date of issuance. Pursuant to the terms of their respective agreement with
us,  264,133 of these  warrants  are to be  granted  to  current  members of the
Bioterrorism  Advisory Board,  Drug Development  Advisory Board and the Oncology
and Dermatology  Advisory Board for participation during the first quarter ended
March  31,  2005 and 3,900  warrants  are to be  granted  to a  consultant.  The
warrants will bear a restrictive  legend  regarding the sale or transfer of such
or the  underlying  securities.  The  warrants  were  issued  in  reliance  upon
exemptions from  registration  pursuant to Section 4(2) under the Securities Act
of 1933, as amended, and Rule 506 promulgated  thereunder.  There were less than
35 investors  and each investor had such  knowledge and  experience in financial
and business  matters that the investor was capable of evaluating the merits and
risks of investing in the warrants.  Each investor was also provided with access
to our Exchange Act reports  including  our annual report on Form 10-KSB and our
quarterly  reports on Form 10-QSB.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None.

ITEM 5: OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) Exhibits

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.*

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<PAGE>

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.*

                  o     * 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.



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, on May 23, 2005.

                                            IR BioSciences Holdings, Inc.


            By:                             /S/ Michael K. Wilhelm
                                            -----------------------------------
                                            Michael K. Wilhelm
                                            President, Chief Executive Officer

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