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, 2004

                                       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.)


8655 East Via De Ventura, Suite E-155,  Scottsdale,  Arizona             85258
--------------------------------------------------------------------------------
    (Address of principal executive offices)                          Zip Code



Registrant's telephone number, including area code        (408) 922-3926
                                                  ------------------------------


                                       N/A
                             -----------------------
(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 6, 2004
was 28,194,500.


<PAGE>



                       IR BIOSCIENCES, INC. AND SUBSIDIARY


                                TABLE OF CONTENTS



                                                                    Page Number

PART I.     FINANCIAL INFORMATION

  Item 1.   Financial Statements:

            Consolidated Balance Sheet as of March 31, 2004 (unaudited)......3

            Consolidated Statement of Operations for the three months
            ended March 31, 2004 and 2003, and for the period of
            inception (October 30, 2002) to March 31, 2004...................4

            Consolidated Statement of Stockholders' Equity (Deficit)
            for the period from inception (October 30, 2002) to
            September 30, 2003...............................................5

            Consolidated Statement of Cash Flows for the three months
            ended March 31, 2004 and 2003, and for the period of
            inception (October 30, 2002) to March 31, 2004...................7

            Notes to Consolidated Financial Statements.......................8

  Item 2.   Management's Discussion and Analysis of Financial Condition
            or Plan of Operation............................................13

  Item 3.   Controls and Procedures.........................................23


PART II.    OTHER INFORMATION

  Item 1.   Legal Proceedings...............................................23

  Item 2.   Changes in Securities and Use of Proceeds.......................23

  Item 3.   Defaults Upon Senior Securities.................................23

  Item 4.   Submission of Matters to a Vote of Securities Holders...........23

  Item 5.   Other Information...............................................23

  Item 6.   Exhibits and Reports on Form 8-K................................23

            Signatures......................................................24



<PAGE>

ITEM 1.  FINANCIAL INFORMATION

                  IR BioSciences Holdings, Inc. and Subsidiary
                          (A Development Stage Company)
                           Consolidated Balance Sheet


                                                                    March 31,
                                                                      2004
                                                               -----------------

                                     Assets

Current assets
  Cash and cash equivalents                                      $     12,555
  Prepaid services and other assets                                    12,300
                                                               -----------------

      Total current assets                                             24,855

  Licensed proprietary rights, net                                      8,015
  Furniture and equipment, net                                          2,626
                                                               -----------------

Total assets                                                     $     35,496
                                                               =================

                      Liabilities and Stockholders' Deficit

Current liabilities
  Accounts payable and accrued liabilities                            587,887
  Notes payable, net of discount                                      797,170
                                                               -----------------

      Total current liabilities                                     1,385,057

Commitments and Contingencies

Stockholders' deficit
  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; 26,544,500 shares issued and outstanding               26,544
  Additional paid-in capital                                        3,169,080
  Deferred compensation                                            (1,407,413)
  Deficit Accumulated during the Development Stage                 (3,137,772)
                                                                  --------------
      Total stockholders' deficit                                  (1,349,561)

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

Total liabilities and stockholders' deficit                      $     35,496
                                                                  ==============
3
<PAGE>


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


                          IR BioSciences Holdings, Inc. and Subsidiary
                                  (A Development Stage Company)
                              Consolidated Statements of Operations
<TABLE>
<CAPTION>

                                                                     For the Three   For the Three   Cumulative from
                                                                     Months Ended    Months Ended    Inception
                                                                       March 31,       March 31,     October 30, 2002)
                                                                         2004            2003        to March 31, 2004
                                                                     ------------    ------------    -----------------
<S>                                                                 <C>             <C>             <C>



Revenues                                                             $         --    $         --    $               --

Operating expenses:
   Selling, general and administrative expenses                           931,074          88,202             2,324,870
   Merger fees and costs                                                        0               0               350,000
   Financing cost                                                               0               0                90,000

                                                                     ------------    ------------    ------------------
      Total operating expenses                                            931,074          88,202             2,764,870

Operating loss                                                           (931,074)        (88,202)           (2,764,870)

Other expense:
   Interest expense                                                       304,078               0               372,902

                                                                     ------------    ------------    ------------------
      Total other expense                                                 304,078               0               372,902

                                                                     ------------    ------------    ------------------
Net loss                                                             $ (1,235,152)   $    (88,202)   $       (3,137,772)
                                                                     ============    ============    ==================

Net loss per share - basic and diluted                               $      (0.05)   $      (0.01)   $            (0.16)
                                                                     ============    ============    ==================

Weighted average shares outstanding -
   basic and diluted                                                   24,845,493      12,830,404            19,666,705
                                                                     ============    ============    ==================

</TABLE>



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

4
<PAGE>
                   IR Biosciences Holding, Inc. and Subsidiary
                          (A Development Stage Company)
      Consolidated Statement of Stockholders' Equity (Deficit) From date of
                 inception (October 30, 2002) to March 31, 2004
<TABLE>
<CAPTION>
                                                                                                        Deficit
                                                                                                        Accumulated
                                                       Common Stock       Additional                    During
                                                   --------------------    Paid-In         Deferred     Development
                                                     Shares      Amount    Capital       Compensation   Stage          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
     rights 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 at $0.1517 per share
     for cash 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

Sale 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 - Audited            23,431,300    23,431     1,035,441             --     (1,902,620)      (843,748)

The  accompanying  notes are in integral  part of these  consolidated  financial
statements.
</TABLE>
5
<PAGE>

                   IR Biosciences Holding, Inc. and Subsidiary
                          (A Development Stage Company)
      Consolidated Statement of Stockholders' Equity (Deficit) From date of
           inception (October 30, 2002) to March 31, 2004 (continued)
<TABLE>
<CAPTION>
                                                                                                       Deficit
                                                                                                       Accumulated
                                                       Common Stock       Additional                    During
                                                   --------------------    Paid-In         Deferred     Development
                                                     Shares      Amount    Capital       Compensation   Stage          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 in January 2004                     800,000       800       799,200       (800,000)            --             --

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

Shares issued to a consultant at $0.40 per share
     for services  in March, 2004                   1,051,600     1,052       419,588       (420,640)            --             --

Shares issued to a consultant at $0.50 per share
     for services 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 $0.2857 per share to consultants
     for services in March, 2004                       67,800        68        10,732             --             --         10,800

Shares issued to consultants at $0.64 per share
     for services in March, 2004                       45,800        45        29,267             --             --         29,312

Amortization of deferred compensation                      --        --            --        688,027             --        688,027

Net loss for the three months period
     ended March 31, 2004                                  --        --            --             --     (1,235,152)    (1,235,152)

                                                   ----------   -------   -----------    -----------    -----------    -----------
Balance at March 31, 2004 - Unaudited              26,544,500    26,544     3,169,080     (1,407,413)    (3,137,772)    (1,349,561)
                                                   ==========   =======   ===========    ===========    ===========    ===========
</TABLE>


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

6
<PAGE>

             IR BioSciences Holdings, Inc. and Subsidiary
                    (A Development Stage Company)
                Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                  For the Three  For the Three   Cumulative from
                                                                  Months Ended   Months Ended    Inception
                                                                    March 31,      March 31,     (October 30, 2002)
                                                                      2004           2003        to  March 31, 2004
                                                                  -------------  -------------   -------------------
<S>                                                             <C>             <C>            <C>

Cash flows from operating activities:
   Net loss                                                       $ (1,235,152)  $    (88,202)   $       (3,137,772)
  Adjustments to reconcile net loss to to net
  cash used in operating activities:
  Non-cash compensation                                                     --             --               106,423
  Amortization of deferred compensation                                688,027             --               697,027
  Interest expense                                                         953             --                69,577
  Amortization of discount on notes payable                            287,241             --               589,543
  Depreciation and amortization                                         11,651             --                24,413
  Changes in operating assets and liabilities:                              --             --                    --
        Prepaid services and other assets                               23,543        (24,000)              (12,299)
        Accounts payable and accrued expenses                           89,558         32,632               495,746
                                                                  -------------  -------------   -------------------

   Net cash used in operating activities                              (134,179)       (79,570)           (1,167,342)

Cash flows from investing activities:
   Acqisition of property and equipment                                     --             --                (3,304)
                                                                  -------------  -------------   -------------------

   Net cash used in investing activities                                    --             --                (3,304)

Cash flows from financing activities:
   Proceeds from notes payable                                         150,000             --             1,351,000
   Principal payments on notes payable                                 (15,000)            --              (265,000)
   Shares of stock issued for cash                                       1,200         67,749                97,201
   Officer repayment of amounts paid on his behalf                          --             --                19,880
   Cash paid on behalf of officer                                           --             --                 2,547
   Cash paid on amount due to officer                                       --          6,412               (22,427)
                                                                  -------------  -------------   -------------------

   Net cash provided by financing activities                           136,200         74,161             1,183,201

Net increase in cash and cash equivalents                                2,021         (5,409)               12,555

Cash and cash equivalents at beginning of period                        10,534         32,155                    --

                                                                  -------------  -------------   -------------------
Cash and cash equivalents at end of period                        $     12,555   $     26,746    $           12,555
                                                                  =============  =============   ===================


            Cash paid during the period for:

                                    Interest                      $        953   $         --    $           42,746

                                       Taxes                      $         --   $         --    $               ---

</TABLE>

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

7
<PAGE>

                          IR BIOSCIENCES HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2004
                                   (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  period ended March 31, 2004 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 2004. The unaudited  condensed  consolidated  financial  statements
should be read in conjunction  with the December 31, 2003  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")  is currently a development  stage
company  under the  provisions  of Statement of Financial  Accounting  Standards
("SFAS")  No. 7. The  Company  was  incorporated  under the laws of the State of
Delaware,  and has a December 31  year-end.  The  Company  has one  wholly-owned
subsidiary:  ImmuneRegen BioSciences,  Inc. ImmuneRegen  BioSciences,  Inc. is a
Delaware Corporation,  and was incorporated on October 30, 2002. Currently,  all
of our Company's operations are conducted by ImmuneRegen BioSciences, Inc.

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 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.

Reverse acquisition
-------------------

On July 20, 2003  ImmuneRegen  Biosciences Inc.  ("ImmuneRegen")entered  into an
Agreement of Plan and Merger  ("Agreement")  with GPN Network,  Inc.  ("GPN") an
inactive  publicly  registered shell  corporation with no significant  assets or
operations.  In  accordance  with SFAS No. 141,  the  Company was the  acquiring
entity.  While the  transaction  is accounted  for using the purchase  method of
accounting,  in substance the Agreement is a  recapitalization  of the Company's
capital structure.

For  accounting  purposes,  the Company has accounted for the  transaction  as a
reverse  acquisition  and the Company shall be the surviving  entity.  The total
purchase price and carrying value of net assets acquired was $ 0. From July 2001
until the date of the Agreement  the Company was  inactive.  The Company did not
recognize goodwill or any intangible assets in connection with the transaction.

Effective with the Agreement, all previously outstanding common stock, preferred
stock,  options and warrants owned by the Company's  shareholders were exchanged
for an  aggregate of  10,531,585  shares of GPN common  stock.  The value of the
stock that was  issued was the  historical  cost of GPN's net  tangible  assets,
which did not differ materially from their fair value.

Effective  with the Agreement,  GPN changed its name to IR Biosciences  Holdings
Inc.

The  accompanying   financial   statements  present  the  historical   financial
condition,  results of  operations  and cash flows of the  Company  prior to the
merger with GPN.

8
<PAGE>

                          IR BIOSCIENCES HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The   stockholders   of  ImmuneRegen   (aggregating   approximately   40)  owned
approximately 90% of the Registrant's common stock outstanding immediately after
the effective time of the Merger  (excluding any additional shares issuable upon
outstanding options,  warrants and other securities  convertible into our common
stock).

Under  Delaware law, the  Registrant  did not need to obtain the approval of its
stockholders to consummate the Merger,  as the  constituent  corporations in the
merger  were Merger Sub and  ImmuneRegen,  each of which are  business  entities
incorporated  under the laws of Delaware.  The  Registrant  is not a constituent
corporation in the Merger.

For accounting purposes, this transaction was accounted for as a reverse merger,
since  the  stockholders  of  ImmuneRegen  own a  majority  of  the  issued  and
outstanding  shares of common stock of the  Registrant,  and the  directors  and
executive officers of ImmuneRegen became the directors and executive officers of
the  Registrant.  No  agreements  exist  among  present  or  former  controlling
stockholders of the Registrant or present or former members of ImmuneRegen  with
respect to the  election  of the members of our board of  directors,  and to the
Registrant's knowledge, no other agreements exist which might result in a change
of control of the Registrant.

Going Concern
-------------

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States of America,  which
contemplate continuation of the Company as a going concern. However, the Company
has no established source of revenue. This matter raises substantial doubt about
the Company's ability to continue as a going concern. These financial statements
do not include any adjustments relating to the recoverability and classification
of recorded asset amounts,  or amounts and  classification  of liabilities  that
might be necessary should the Company be unable to continue as a going concern.

Management plans to take the following steps that it believes will be sufficient
to provide the Company  with the  ability to continue in  existence:  Management
intends to continue to raise additional financing through private debt or equity
financing or other means and interests that it deems  necessary,  with a view to
moving forward and  sustaining a prolonged  growth in its strategy  phases.  The
Company  believes that its status as a publicly  traded company will improve its
chances of raising funds through either equity or debt financings.

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

The  accompanying  balance  sheet  as of  March  31,  2004,  the  statements  of
operations  for the three  months  ended  March 31,  2004 and 2003,  and for the
period from  inception to March 31, 2004,  and the  statements of cash flows for
the three months ended March 31, 2004 and 2003, and from the period of inception
(October  30, 2002) to March 31, 2004 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
----------------

Prepaid  services  consist of outside  services that the Company has paid for in
advance.  At March 31,  2004 this  amount was  $10,000,  consisting  of a 90 day
consulting  contract.  This item is charged to expense on a straight  line basis
over the term of the contract.

9
<PAGE>
                          IR BIOSCIENCES HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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, 2004
and 2003 was $232. The Company  amortized $1,235 for the period from October 30,
2002 (inception) to March 31, 2004.

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 amount  depreciated  for the three  months ended March 31, 2004 and 2003 was
$170 and $0,  respectively.  The amount  depreciated  from the date of inception
(October 30, 2002) through March 31, 2004 was $680.

NOTE 2 -  NEW ACCOUNTING PRONOUNCEMENTS
                                       -

In  January  2003,  the FASB  issued  interpretation  No. 46,  Consolidation  of
Variable   Interest   Entities  (FIN  46),  as  revised   December  2003.   This
interpretation of Accounting  Research Bulletin No. 51,  Consolidated  Financial
Statements, addresses consolidation by business enterprises of variable interest
entities  (VIEs) that either:  (1) do not have sufficient  equity  investment at
risk  to  permit  the  entity  to  finance  its  activities  without  additional
subordinated  financial  support,  or (2) the equity investors lack an essential
characteristic of a controlling financial interest.  This interpretation applies
immediately  to VIEs created  after  January 31,  2003.  It applies in the first
fiscal year or interim period beginning after June 15, 2003, to VIEs in which an
enterprise  holds a variable  interest that it acquired before February 1, 2003.
The  application  of FIN 46 did not have a material  effect on our  consolidated
financial statements.

NOTE 3 -    RELATED PARTY TRANSACTIONS

Founder's Consulting Fees
-------------------------

During the three  months  ended  March 31, 2004 and 2003,  the  Company  accrued
$30,000 in consulting fees payable to two of the Company's founders. The Company
accrued  $155,000 in  consulting  fees to the Company  Founders from October 30,
2002 (inception) to March 31, 2004.

InOne Contract
--------------

The  Company has  entered  into a series of  contracts  for  marketing,  website
development,  and website hosting with a InOne Advertising "(In-One"), a company
run by the spouse of the Company's CEO. Pursuant to these contracts,  during the
three months  ended March 31,  2004,  the Company  issues  45,800  shares of its
common stock to with a value of $29,312 to In-One.

Office Lease
------------

The Company  subleases  its office  space from  Foresight  Capital  Partners,  a
company  controlled by the Company's CEO. The rent cost is passed through to the
Company at the same rental rate that  Foresight  Capital  Partners is charged by
the facility's primary landlord.  Rent expense amounted to $8,202 and $1,500 for
the three  months ended March 31, 2004 and 2003,  respectively.  The Company has
incurred  $39,751 of rent expense from October 30, 2002 (inception) to March 31,
2004.

NOTE 4 - DEBT

Amended Secured Convertible Promissory Notes
--------------------------------------------

During the three months ended March 31, 2004, the Company  amortized to interest
expense  $93,913  of  the  discount  associated  with  its  Amended  Convertible
Promissory  Notes Payable (the "Amended  Notes").  At March 31, 2004,  the total
principal  amount due  pursuant  to the  Amended  Notes is  $245,000.  The total
discount   attributable   to  the  warrants  issued  with  the  Amended  Secured
Convertible  Promissory  Notes  remaining  at March 31, 2004 is $11,854.  In May
2004,  the terms of the Amended  Notes were extended to August,  2004.  Interest
accrued for the three  months  ended March 31,  2004 was $4,818.  Total  accrued
interest due at March 31, 2004 was $9,013.

10
<PAGE>
                          IR BIOSCIENCES HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Fourth Quarter Secured Convertible Promissory Notes
----------------------------------------------------

During the three  months  ended  March 31,  2004,  the  Company  made  principal
payments in the aggregate of $15,000 on the Fourth Quarter  Secured  Convertible
Promissory  Notes (the "Fourth  Quarter  Notes").  The Company also amortized to
interest  expense  $193,328 of the discount  associated  with the Fourth Quarter
Notes. At March 31, 2004, the total principal  amount due pursuant to the Fourth
Quarter Notes is $376,000.  The total  discount  remaining on the Fourth Quarter
Notes at March 31, 2004 is  $40,100.  In May 2004,  the terms of Fourth  Quarter
Notes were extended to August, 2004. Interest accrued for the three months ended
March 31,  2004 was $7,667.  Total  accrued  interest  due at March 31, 2004 was
$14,375.

Senior Secured Promissory Note
------------------------------

In January 2004, the Company entered into a $150,000  Senior Secured  Promissory
Note Agreement (the "Senior  Note").  The Senior Note bears interest at the rate
of 12% per  annum  and has a term of 90 days.  Interest  accrued  for the  three
months ended March 31, 2004 was $3,100. The maturity date may be extended for an
additional 30 days. If the Company extends the maturity date, they shall pay the
holder  60,000 shares of the Company's  unregistered  stock.  The Senior Note is
senior secured indebtedness of the Company and is secured by certain collateral.
As additional incentive to enter into the Senior Note, the Company also provided
600,000 shares (post-split) of the Company's common stock valued at $600,000. In
April, 2004, the Senior Note was paid in full.


NOTE 5 - EQUITY

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

In January 2004,  the Company  entered into the Senior Note  Agreement (see Note
4). Pursuant to this agreement,  the Company issued to the lender 600,000 shares
of the Company's  common stock valued at $600,000  (unaudited).  This amount was
charged to deferred  compensation and additional  paid-in capital,  and is being
amortized over the term of the 90 day term of the Senior Note.  During the three
months  ended  March 31,  2004,  $493,333  (unaudited)  of this  amount had been
charged to non-cash compensation.

In January 2004,  the Company  issued 800,000 shares of common stock with a fair
market value of $800,000 (unaudited) to a consultant in exchange for services to
be  provided   through  January  2005.  This  amount  was  charged  to  deferred
compensation  and additional  paid-in  capital,  and is being amortized over the
term of the 360 day  Agreement.  During the three  months  ended March 31, 2004,
$157,778 (unaudited) of this amount had been charged to non-cash compensation.

In February  2004,  the Company issued 40,000 shares of common stock with a fair
market value of $24,800  (unaudited) to a consultant in exchange for services to
be  provided   through  August  2004.   This  amount  was  charged  to  deferred
compensation  and additional  paid-in  capital,  and is being amortized over the
term of the 180 day  Agreement.  During the three  months  ended March 31, 2004,
$6,889 (unaudited) of this amount had been charged to non-cash compensation.

In March 2004, the Company issued  1,051,600  shares of common stock with a fair
market value of $420,640 (unaudited) to a consultant in exchange for services to
be provided through March 2005. This amount was charged to deferred compensation
and additional paid-in capital,  and is being amortized over the term of the 360
day Agreement. During the three months ended March 31, 2004, $17,527 (unaudited)
of this amount had been charged to non-cash compensation.

11
<PAGE>
                          IR BIOSCIENCES HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In March 2004,  the Company  issued  500,000  shares of common stock with a fair
market value of $250,000 (unaudited) to a consultant in exchange for services to
be  provided  through  September  2004.  This  amount was  charged  to  deferred
compensation  and additional  paid-in  capital,  and is being amortized over the
term of the 180 day  Agreement.  During the three  months  ended March 31, 2004,
$12,500 (unaudited) of this amount had been charged to non-cash compensation.

In March  2004,  the Company  issued  8,000  shares of common  stock with a fair
market value of $1,200 (unaudited) for cash.

In March 2004,  the Company  issued  67,800  shares of common  stock with a fair
market  value of $10,800  (unaudited)  to various  consultants  in exchange  for
services rendered. This amount was charged to non-cash compensation.

In March 2004,  the company issued 45,800 shares of stock with a market value of
$29,312 (unaudited) to InOne as payment for outstanding payables.

All  valuations  of the above shares are based on the stock price at the date of
issue,  which did not differ materially from the value of the services that were
rendered by the consultants under the contracts.


NOTE  6 - SUBSEQUENT EVENTS

Common Stock Split
------------------

On April 6, 2004,  the Company  completed a 2-for-1  split of its common  stock.
Immediately  before the split,  there were  13,265,637  shares of the  Company's
common stock issued and  outstanding;  immediately  after the split,  there were
26,531,274  of  the  Company's   common  stock  issued  and   outstanding.   The
accompanying  financial  statements have been retroactively  restated to reflect
the effect of this stock split.

Senior Secured Promissory Note
------------------------------

In April 2004,  the Company  entered into a $154,500  note  agreement.  The note
bears interest at the rate of 12% per annum and has a term of 90 days.

Consulting Agreement
--------------------

In April 2004,  the Company  entered into  several  consulting  agreements.  The
Company is  contracted to issue  1,450,000  shares of common stock and 1,000,000
warrants to  consultants  in exchange for services to be provided  through April
2005.  The warrants  have  expiration  terms of five years and  exercise  values
ranging from $2 to $3 per share.

In April 2004,  the Company  issued 200,000 shares of common stock to its CFO in
exchange for services rendered.

12
<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-Q.

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
--------

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

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

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

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<PAGE>

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

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

Our goal is to enter into  overseas  licensing  and royalty  agreements  for its
applications  while  awaiting  approval  by the FDA in the Unites  States.  Once
approval  has been  obtained  by the FDA,  we hope to  further  expand our sales
efforts internationally and will attempt to begin to generate sales domestically
through the licensing and the direct sales of our products in the United States.
Our goal is to  strategically  align  ourselves with larger  pharmaceutical  and
other biotechnology and medical research companies, which we believe may enhance
our ability to succeed in reaching the  objectives of bringing its  applications
to the marketplace.  If FDA approval is granted,  we intend to seek to establish
license  agreements and  relationships  domestically that will bring Homspera to
those in need of it.

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

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

We expect  that our  products  will use an  inhaler  (puffer)  device to deliver
Homspera to the user. To develop, manufacture and test an inhaler device we hope
to partner with a drug  development  and chemical  services  company that offers
services  ranging from  pre-clinical  and  toxicology  studies to clinical trial
support and  manufacturing  services.  We believe  that such a  partnership  may
enable us to decrease  the  time-to-market  for our products and to increase our
productivity.

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2004

Revenue
-------

We are in the development stage and have no revenue.

Selling, General and Administrative Expenses
--------------------------------------------

Selling,  general and administrative expenses were $931,074 for the three months
ended March 31, 2004. This amount consists primarily of non-cash compensation of
$698,827 and professional fees of $87,114.  We expect these costs to increase in
the coming year as we continue to seek further financing,  implement our plan of
operation,   and  as  we   build   out  our   administrative   and   operational
infrastructure.

Interest expense
----------------

Interest  expense was $304,078  for the three months ended March 31, 2004.  This
amount consists of amortization  of the beneficial  conversion  feature of notes
payable of $287,241  and interest on the notes  payable of $16,837.  The Company
expects  interest  expense to increase in the next twelve  months if  additional
debt  financing  is  secured.  Such  debt  would  likely to  contain  beneficial
conversion features which will contribute further to our interest expense as the
value of these beneficial conversion features is amortized.

14
<PAGE>

Net Loss
--------

For the reasons  stated  above,  the Company had a net loss of  ($1,235,152)  or
($0.05) per share for the three months ended March 31, 2004.  We expect  further
losses  for the  foreseeable  future  until  our  products  can be  successfully
developed and marketed.

LIQUIDITY AND CAPITAL RESOURCES

At March 31,  2004,  we had  current  assets of $24,855,  consisting  of cash of
$12,555 and prepaid services of $12,300.  Also at March 31, 2004, we had current
liabilities   of  $1,385,057,   consisting  of  accounts   payable  and  accrued
liabilities  of $587,887,  demand loans  payable of $376,000,  notes payable due
within twelve months of $421,170.  This results in negative  working  capital of
($1,360,202).  During the three months  ended March 31,  2004,  the Company used
cash in operating activities of ($134,179).  From the date of inception (October
30, 2002) to March 31, 2004, the Company has had a net loss of ($3,137,772)  and
has used $1,167,342 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  developmentIt  is  expected  that in  order  to
implement its business plan, the Company will require additional capital.  There
can be absolutely 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.

By adjusting its operations and  development  to the level of  capitalization  ,
management  believes it has suffucient  capital resources to meet projected cash
flow deficits  through the next twelve months . However,  if thereafter,  we are
not successful in generating  sufficient liquidity from operations or in raising
sufficient  capital  resources,  on terms  acceptable  to us,  this could have a
material  adverse effect on our business,  results of operations , liquidity and
financial condition.

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

We anticipate performing further research and development of the applications of
our  proprietary  compound  "Homspera"  during  the next  twelve  months.  These
projected  expenditures are dependent upon our generating revenues and obtaining
sources of financing in excess of our existing  capital  resources.  There is no
guarantee that we will be successful in raising the funds required or generating
revenues  sufficient  to fund the  projected  costs of research and  development
during the next twelve months

Acquisition of Plant and Equipment and Other Assets
---------------------------------------------------

We do not  anticipate  the sale of any  material  property , plant or  equipment
during the next 12 months.  We do not anticipate the acquisition of any material
property, plant or equipment during the next 12 months.

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

From our  inception  through the period ended March 31, 2004 , we have relied on
the services of outside consultants for services and have one _(1) employee.  In
order for us to attract and retain quality personnel, we anticipate we will have
to offer  competitive  salaries to future  employees.  We anticipate that it may
become  desirable to add additional full and or part time employees to discharge
certain critical functions during the next 12 months. This projected increase in
personnel is dependent upon our ability to generate  revenues and obtain 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.  As we continue to expand,  we will incur additional
cost for personnel.

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.

15
<PAGE>

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.

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

ImmuneRegen  has  incurred  a  substantial  net  loss  for the  period  from its
inception  in October  2002 to March 31,  2004,  and is  currently  experiencing
negative cash flow.  ImmuneRegen expects to continue to experience negative cash
flow and operating  losses through at least 2004 and possibly  thereafter.  As a
result,  ImmuneRegen  will need to  generate  significant  revenues  to  achieve
profitability.  If ImmuneRegen's  revenues grow more slowly than it anticipates,
or if its operating expenses exceed its expectations, ImmuneRegen may experience
reduced profitability.

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

ImmuneRegen's  independent  certified  public  accountants  have stated in their
report included in this Form 10-KSB that the Company has incurred a net loss and
negative cash flows from operations of $3,137,772 and $1,167,342,  respectively,
for the period of inception  from October  30,2002 to March 31, 2004, and a lack
of operational history,  among other matters, that raise substantial doubt about
its ability to  continue as a going  concern,  which  contemplates,  among other
things,  the realization of assets and satisfaction of liabilities in the normal
course of  business.  The  effect of this going  concern  would  materially  and
adversely affect  ImmuneRegen's  ability to raise capital, its relationship with
potential suppliers and customers, and have other unforeseen effects.

THE  REGISTRANT   WILL  BE  REQUIRED  TO  RAISE   ADDITIONAL   CAPITAL  TO  FUND
IMMUNEREGEN'S  OPERATIONS. IF IMMUNEREGEN CANNOT RAISE NEEDED ADDITIONAL CAPITAL
IN THE FUTURE, IT WILL BE REQUIRED TO CEASE OPERATIONS.

ImmuneRegen requires  substantial working capital to fund its operations.  Since
it does not expect to generate  significant  revenues in the foreseeable future,
in  order  to fund  operations,  ImmuneRegen  will be  completely  dependent  on
additional debt and equity  financing  arrangements.  There is no assurance that
any  financing  will be  sufficient  to fund its capital  expenditures,  working
capital and other cash  requirements  for the fiscal year  ending  December  31,
2004.  No  assurance  can be  given  that any such  additional  funding  will be
available  or  that,  if  available,  can be  obtained  on  terms  favorable  to
ImmuneRegen. If ImmuneRegen is unable to raise needed funds on acceptable terms,
ImmuneRegen will not be able to develop or enhance its products,  take advantage
of future  opportunities  or respond to competitive  pressures or  unanticipated
requirements. A material shortage of capital will require the Registrant to take
drastic steps such as reducing  ImmuneRegen's level of operations,  disposing of
selected  assets or seeking an  acquisition  partner.  If cash is  insufficient,
ImmuneRegen will not be able to continue operations.

IMMUNEREGEN'S  LIMITED  OPERATING  HISTORY  MAKES IT  DIFFICULT  TO EVALUATE THE
SUCCESS  OF ITS  BUSINESS  MODEL AND THE  EFFECTIVENESS  OF ITS  MANAGEMENT.  IF
IMMUNEREGEN'S PLAN IS NOT SUCCESSFUL,  OR MANAGEMENT IS NOT EFFECTIVE, THE VALUE
OF THE REGISTRANT'S COMMON STOCK MAY DECLINE.

ImmuneRegen was founded in October 2002. As a result,  ImmuneRegen has a limited
operating  history on which you can base your  evaluation  of its  business  and
prospects.  ImmuneRegen's  business and prospects must be considered in light of
the risks and uncertainties  frequently  encountered by companies in their early
stages of development. These risks and uncertainties include the following:

o    ImmuneRegen's  ability to raise additional  funding and the amounts raised,
     if any;

o    The time and costs involved in obtaining regulatory approvals;

o    Continued  scientific  progress in  ImmuneRegen's  research and development
     programs;

o    The scope and results of preclinical studies and clinical trials;

o    The costs involved in filing, prosecuting and enforcing patent claims;

16
<PAGE>

o    Competing technological and market developments;

o    Effective commercialization activities and arrangements;

o    The costs of defending against and settling lawsuits; and

o    Other factors not within the combined company's control or known to it.


The combined  company cannot be sure that it will be successful in meeting these
challenges and addressing these risks and uncertainties.  If it are unable to do
so, ImmuneRegen's business will not be successful.


IMMUNEREGEN'S  FAILURE TO SUCCESSFULLY  DEVELOP AND COMMERCIALIZE  PRODUCTS WILL
CAUSE US TO CEASE OPERATIONS.

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

ImmuneRegen's  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.  ImmuneRegen's  technologies utilizing Homspera has
not yet been  tested in humans.  Regulatory  authorities  may not  permit  human
testing of potential products based on these technologies. Even if human testing
is permitted,  any potential  products based on Homspera may not be successfully
developed or shown to be safe or effective.

The results of ImmuneRegen's  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 it is to develop  any  products.  Delays in planned
patient  enrollment  in  ImmuneRegen's  clinical  trials may result in increased
costs,  program delays or both.  None of  ImmuneRegen's  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,  ImmuneRegen's potential products may not achieve market
acceptance.  Any  products  resulting  from  ImmuneRegen's  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  ImmuneRegen's
proposed products.  The appearance of any unacceptable  toxicity or side effects
could interrupt,  limit,  delay or abort the development of any of ImmuneRegen's
proposed products or, if previously approved,  necessitate their withdrawal from
the market.

THE LENGTHY PRODUCT  APPROVAL  PROCESS AND UNCERTAINTY OF GOVERNMENT  REGULATORY
REQUIREMENTS  MAY DELAY OR PREVENT  IMMUNEREGEN  FROM  COMMERCIALIZING  PROPOSED
PRODUCTS.

Clinical  testing,  manufacture,  promotion,  export  and sale of  ImmuneRegen's
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
ImmuneRegen  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.  ImmuneRegen
may not receive necessary FDA clearances for any of its 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 ImmuneRegen's proposed products is
uncertain.

17
<PAGE>

Even if human  clinical  trials  of  Homspera  are  initiated  and  successfully
completed, the FDA may not approve Homspera for commercial sale. ImmuneRegen may
encounter  significant  delays  or  excessive  costs in its  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.  ImmuneRegen  may not be able to
obtain the necessary  approvals for clinical trials,  manufacturing or marketing
of any  of  our  products  under  development.  Even  if  commercial  regulatory
approvals  are  obtained,  they  may  include  significant  limitations  on  the
indicated uses for which a product may be marketed.

In  addition,  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.

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 ImmuneRegen.  ImmuneRegen,  or its
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 ImmuneRegen.

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.

Marketing  any  drug  products   outside  of  the  United  States  will  subject
ImmuneRegen to numerous and varying foreign  regulatory  requirements  governing
the  design  and  conduct  of human  clinical  trials  and  marketing  approval.
Additionally, ImmuneRegen's 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.

TECHNOLOGICAL CHANGE AND COMPETITION MAY RENDER IMMUNEREGEN'S POTENTIAL PRODUCTS
OBSOLETE.

The life science industry  continues to undergo rapid change, and competition is
intense and is  expected  to  increase.  Competitors  may succeed in  developing
technologies  and products that are more  effective or affordable  than any that
ImmuneRegen  is developing  or that would render  ImmuneRegen's  technology  and
proposed products obsolete or noncompetitive.  Most of ImmuneRegen's competitors
have substantially  greater  experience,  financial and technical  resources and
production, marketing and development capabilities than it. Accordingly, some of
ImmuneRegen's  competitors  may succeed in  obtaining  regulatory  approval  for
products more rapidly or effectively  than it, or technologies and products that
are more effective and affordable than any that ImmuneRegen is developing.

IMMUNEREGEN'S  LACK OF COMMERCIAL  MANUFACTURING  AND MARKETING  EXPERIENCE  MAY
PREVENT IT FROM SUCCESSFULLY COMMERCIALIZING PRODUCTS.

ImmuneRegen has not manufactured  any of its products in commercial  quantities.
ImmuneRegen 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.  Even if Homspera is successfully
developed  and receives  FDA  approval,  ImmuneRegen  has not  demonstrated  the
capability to manufacture Homspera in commercial quantities. ImmuneRegen has not
demonstrated  the  ability  to  manufacture  Homspera  in  large-scale  clinical
quantities.  ImmuneRegen  expects  to  rely  on  third  parties  for  the  final
activation step of the Homspera  manufacturing process. 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  ImmuneRegen
could establish other manufacturing capacity on a timely basis.

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<PAGE>

IMMUNEREGEN  HAS NO  EXPERIENCE  IN THE SALES,  MARKETING  AND  DISTRIBUTION  OF
PHARMACEUTICAL OR BIOTECHNOLOGY PRODUCTS.  THUS, IMMUNEREGEN'S PROPOSED PRODUCTS
MAY NOT BE SUCCESSFULLY  COMMERCIALIZED  EVEN IF THEY ARE DEVELOPED AND APPROVED
FOR COMMERCIALIZATION.

The  manufacturing  process of  ImmuneRegen's  proposed  products is expected to
involve a number of steps and requires compliance with stringent quality control
specifications  imposed by ImmuneRegen and by the FDA. Moreover,  it is expected
that ImmuneRegen's proposed products may be manufactured only in a facility that
has undergone a satisfactory  inspection and certification by the FDA. For these
reasons,  ImmuneRegen  would not be able to quickly  replace  its  manufacturing
capacity if we were unable to use its manufacturing  facilities as a result of a
fire,  natural disaster  (including an earthquake),  equipment  failure or other
difficulty,  or if such  facilities  are deemed not in  compliance  with the GMP
requirements,   and  the   noncompliance   could  not  be   rapidly   rectified.
ImmuneRegen's inability or reduced capacity to manufacture its proposed products
would prevent it from successfully commercializing its proposed products.

ImmuneRegen may enter into arrangements with contract manufacturing companies in
order  to  meet  requirements  for  its  products,  or  to  attempt  to  improve
manufacturing  efficiency.  If ImmuneRegen chooses to contract for manufacturing
services,  ImmuneRegen may encounter costs,  delays and/or other difficulties in
producing,  packaging and distributing its 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 its product  supplies.  ImmuneRegen's  potential  dependence  upon
third parties for the manufacture of its proposed  products may adversely affect
its profit margins and its ability to develop and deliver proposed products on a
timely and competitive basis.

ADVERSE  DETERMINATIONS  CONCERNING  PRODUCT PRICING,  REIMBURSEMENT AND RELATED
MATTERS COULD PREVENT IMMUNEREGEN FROM SUCCESSFULLY COMMERCIALIZING HOMSPERA.

ImmuneRegen's  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  it 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.

IMMUNEREGEN'S SUCCESS WILL DEPEND UPON THE ACCEPTANCE OF HOMSPERA BY THE MEDICAL
COMMUNITY.

ImmuneRegen's  ability  to market  and  commercialize  Homspera  depends  on the
acceptance  and  utilization of Homspera by the medical  community.  ImmuneRegen
will  need  to  develop  commercialization   initiatives  designed  to  increase
awareness  about it and Homspera  among  targeted  audiences,  including  public
health  activists  and  community-based  outreach  groups  in  addition  to  the
investment  community.  Currently,   ImmuneRegen  has  not  developed  any  such
initiatives.  Without  such  acceptance  of  Homspera,  the  product  upon which
ImmuneRegen expects to be substantially  dependent,  ImmuneRegen may not be able
to successfully commercialize Homspera or generate revenue.

PRODUCT LIABILITY EXPOSURE MAY EXPOSE IMMUNEREGEN TO SIGNIFICANT LIABILITY.

ImmuneRegen faces an inherent business risk of exposure to product liability and
other  claims  and  lawsuits  in the event  that the  development  or use of its
technology  or  prospective  products  is  alleged to have  resulted  in adverse
effects.  ImmuneRegen may not be able to avoid significant  liability  exposure.
ImmuneRegen may not have sufficient insurance coverage,  and ImmuneRegen 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 its  products.  A product  liability  claim could hurt its
financial   performance.   Even  if  ImmuneRegen   avoids  liability   exposure,
significant costs could be incurred that could hurt its financial performance.

IF IMMUNEREGEN FAILS TO ATTRACT AND RETAIN CONSULTANTS AND EMPLOYEES, ITS GROWTH
COULD BE LIMITED AND ITS COSTS COULD  INCREASE,  WHICH MAY ADVERSELY  AFFECT ITS
RESULTS OF OPERATIONS AND FINANCIAL POSITION.

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<PAGE>

ImmuneRegen's  future success  depends in large part upon its ability to attract
and retain highly skilled  executive-level  management and scientific personnel.
The  competition in the scientific  industry for such personnel is intense,  and
ImmuneRegen  cannot  be  sure  that  it will be  successful  in  attracting  and
retaining such personnel.  Most of  ImmuneRegen's  consultants and employees and
several of its executive  officers began working for ImmuneRegen  recently,  and
all  employees  are  subject  to "at  will"  employment.  Most of  ImmuneRegen's
consultants  and  employees  are  not  subject  to  non-competition  agreements.
ImmuneRegen  cannot  guarantee  that  it will  be  able  to  replace  any of its
management personnel in the event their services become unavailable.

IMMUNEREGEN'S PATENTS AND PROPRIETARY  TECHNOLOGY MAY NOT BE ENFORCEABLE AND THE
PATENTS  AND  PROPRIETARY  TECHNOLOGY  OF OTHERS MAY  PREVENT  IMMUNEREGEN  FROM
COMMERCIALIZING PRODUCTS.

Although ImmuneRegen  believes its patents to be protected and enforceable,  the
failure to obtain  meaningful  patent  protection  products and processes  would
greatly diminish the value of its potential products and processes.

In addition,  whether or not  ImmuneRegen's  patents are issued,  or issued with
limited coverage, others may receive patents, which contain claims applicable to
its  products.  Patents we are not aware of may adversely  affect  ImmuneRegen's
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. ImmuneRegen also relies upon non-patented trade secrets and know how,
and others may independently develop  substantially  equivalent trade secrets or
know how.  ImmuneRegen  also relies on protecting our proprietary  technology in
part through  confidentiality  agreements with its current and former  corporate
collaborators,  employees, consultants and certain contractors. These agreements
may be breached,  and  ImmuneRegen  may not have adequate  remedies for any such
breaches. In addition, ImmuneRegen's trade secrets may otherwise become known or
independently  discovered  by  ImmuneRegen's  competitors.   Litigation  may  be
necessary to defend against  claims of  infringement,  to enforce  ImmuneRegen's
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  ImmuneRegen  to
significant liabilities to third parties, require disputed rights to be licensed
or require ImmuneRegen to cease using certain technologies.

IMMUNEREGEN'S  PRODUCTS AND SERVICES COULD INFRINGE ON THE INTELLECTUAL PROPERTY
RIGHTS OF OTHERS,  WHICH MAY CAUSE IT TO ENGAGE IN COSTLY  LITIGATION AND, IF IS
NOT SUCCESSFUL,  COULD CAUSE IT TO PAY SUBSTANTIAL  DAMAGES AND PROHIBIT IT FROM
SELLING OUR PRODUCTS OR SERVICING IMMUNEREGEN'S CLIENTS.

ImmuneRegen  cannot  be  certain  that its  technology  and  other  intellectual
property  does not infringe  upon the  intellectual  property  rights of others.
Authorship  and  priority of  intellectual  property  rights may be difficult to
verify.  Because  patent  applications  in the United  States  are not  publicly
disclosed  until the patent is issued,  applications  may have been filed  which
relate to services  similar to those offered by ImmuneRegen.  ImmuneRegen may be
subject to legal proceedings and claims from time to time in the ordinary course
of its business,  including claims of alleged infringement of the trademarks and
other intellectual property rights of third parties.

If ImmuneRegen's  products violate  third-party  proprietary  rights,  it cannot
assure  you that it  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 it from providing  services.  Such claims
could severely harm ImmuneRegen's financial condition and ability to compete.

HAZARDOUS  MATERIALS  AND  ENVIRONMENTAL  MATTERS  COULD EXPOSE  IMMUNEREGEN  TO
SIGNIFICANT COSTS.

ImmuneRegen may be required to incur significant costs to comply with current or
future  environmental  laws  and  regulations.  Although  ImmuneRegen  does  not
currently  manufacture  commercial  quantities of its proposed products, it does
produce  limited   quantities  of  these  products  for  its  clinical   trials.
ImmuneRegen's  research and development and manufacturing  processes involve the
controlled  storage,  use  and  disposal  of  hazardous  materials,   biological
hazardous  materials  and  radioactive  compounds.  ImmuneRegen  is  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  ImmuneRegen  believes  that its 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 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 ImmuneRegen's operations, business and assets.

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<PAGE>

RISKS RELATED TO CAPITAL STRUCTURE

IMMUNEREGEN'S STOCK PRICE IS VOLATILE AND COULD DECLINE IN THE FUTURE.

The price of  ImmuneRegen's  common stock has been volatile in the past and will
likely continue to fluctuate in the future.  The stock market in general and the
market for shares of life  science  companies  in  particular  have  experienced
extreme stock price  fluctuations.  In some cases,  these fluctuations have been
unrelated to the operating performance of the affected companies. Many companies
in the life science and related industries have experienced  dramatic volatility
in the market  prices of their common  stock.  The  Registrant  believes  that a
number of factors, both within and outside our control, could cause the price of
the Registrant's common stock to fluctuate, perhaps substantially.  Factors such
as the following could have a significant  adverse impact on the market price of
the ImmuneRegen's common stock:

o    The Registrant's  ability to obtain additional financing and, if available,
     the terms and conditions of the financing;

o    ImmuneRegen's financial position and results of operations;

o    The results of preclinical studies and clinical trials by ImmuneRegen,  its
     collaborators or its competitors;

o    Concern  as  to,  or  other   evidence   of,  the  safety  or  efficacy  of
     ImmuneRegen's proposed products or its competitors' products;

o    Announcements of  technological  innovations or new products by ImmuneRegen
     or its competitors;

o    U.S. and foreign governmental regulatory actions;

o    Actual or anticipated changes in drug reimbursement policies;

o    Developments with ImmuneRegen's collaborators, if any;

o    Developments  concerning patent or other proprietary  rights of ImmuneRegen
     or its competitors (including litigation);

o    Status of litigation;

o    Period-to-period fluctuations in ImmuneRegen's operating results;

o    Changes  in  estimates  of  the  combined  company's   performance  by  any
     securities analysts;

o    New  regulatory   requirements  and  changes  in  the  existing  regulatory
     environment;

o    Market conditions for life science stocks in general.

THERE IS NO ASSURANCE OF AN ESTABLISHED PUBLIC TRADING MARKET.

Although  ImmuneRegen's  common stock trades on the NASD OTC Bulletin  Board,  a
regular  trading  market for the  securities may not be sustained in the future.
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 OTC Bulletin Board is an inter-dealer, Over-The-Counter market that provides
significantly  less liquidity than the NASD's  automated  quotation  system (the
"NASDAQ Stock Market"). Quotes for stocks included on the OTC Bulletin Board 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 OTC Bulletin
Board 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.  Market  prices for  ImmuneRegen's  common stock will be  influenced by a
number of factors, including:

o    The issuance of new equity securities pursuant to a future offering;

o    Changes in interest rates;

o    Competitive  developments,  including  announcements  by competitors of new
     products or  services or  significant  contracts,  acquisitions,  strategic
     partnerships, joint ventures or capital commitments;

o    Variations in quarterly operating results;

o    Change in financial estimates by securities analysts;

o    The depth and liquidity of the market for ImmuneRegen's common stock;

o    Investor  perceptions  of  our  company  and  the  technologies  industries
     generally; and

o    General economic and other national conditions.

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<PAGE>

IMMUNEREGEN'S COMMON STOCK IS CONSIDERED A "PENNY STOCK."

ImmuneRegen's  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.  These include
but are not limited to the following:  (i) the stock trades at a price less than
five dollars ($5.00) per share; (ii) it is NOT traded on a "recognized" national
exchange;  (iii) it is NOT quoted on the NASDAQ Stock Market, or even if so, has
a price less than five dollars (5.00) per share;  or (iv) is issued by a company
with net  tangible  assets  less than  $2,000,000,  if in  business  more than a
continuous three years, or with average revenues of less than $6,000,000 for the
past three years.  The principal  result or effect of being  designated a "penny
stock" is that  securities  broker-dealers  cannot  recommend the stock but must
trade in it on an unsolicited basis.

BROKER-DEALER REQUIREMENTS MAY AFFECT TRADING AND LIQUIDITY.

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.

Potential  investors in ImmuneRegen's  common stock are urged to obtain and read
such  disclosure  carefully  before  purchasing any shares that are deemed to be
"penny stock." Moreover,  Rule 15g-9 requires  broker-dealers in penny stocks to
approve the  account of any  investor  for  transactions  in such stocks  before
selling  any  penny  stock  to  that  investor.   This  procedure  requires  the
broker-dealer to (i) obtain from the investor information  concerning his or her
financial  situation,  investment  experience  and investment  objectives;  (ii)
reasonably  determine,  based on that  information,  that  transactions in penny
stocks are  suitable  for the  investor  and that the  investor  has  sufficient
knowledge and experience as to be reasonably  capable of evaluating the risks of
penny stock  transactions;  (iii) provide the investor with a written  statement
setting forth the basis on which the  broker-dealer  made the  determination  in
(ii) above;  and (iv) receive a signed and dated copy of such statement from the
investor,  confirming  that it  accurately  reflects  the  investor's  financial
situation,  investment  experience and investment  objectives.  Compliance  with
these  requirements  may make it more  difficult  for  holders of  ImmuneRegen's
common stock to resell their shares to third parties or to otherwise  dispose of
them in the market or otherwise.

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

ImmuneRegen's  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
ImmuneRegen's  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  ImmuneRegen's  business,  even  if  such  a
transaction would be beneficial to other stockholders.

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

Certain  of  ImmuneRegen's  stockholders  have  the  right  to  hold  securities
registered pursuant to registration rights agreements.  The sale or the proposed
sale of substantial  amounts of ImmuneRegen's  equity  securities or convertible
debt  securities  may adversely  affect the market price of its common stock and
its  stockholders  may  experience  substantial  dilution.  Also, any new equity
securities  issued may have  greater  rights,  preferences  or  privileges  than
ImmuneRegen's existing common stock.

IMMUNEREGEN CAN ISSUE SHARES OF PREFERRED STOCK WITH RIGHTS SUPERIOR TO THOSE OF
THE HOLDERS OF OUR COMMON STOCK. SUCH ISSUANCES CAN DILUTE THE TANGIBLE NET BOOK
VALUE OF SHARES OF THE REGISTRANT'S COMMON STOCK.

ImmuneRegen's  Board of Directors is authorized to issue up to 10,000,000 shares
of blank check  preferred  stock with rights that are  superior to the rights of
the  stockholders of its common stock, at a purchase price  substantially  lower
than  the  market  price of  shares  of its  common  stock  without  stockholder
approval.

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<PAGE>

WE HAVE NO INTENTION TO PAY DIVIDENDS.

ImmuneRegen  has  never  declared  or  paid  any  dividends  on its  securities.
ImmuneRegen  currently  intends to retain its earning  for  funding  growth and,
therefore, does not expect to pay any dividends in the foreseeable future.


ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

The term  "disclosure  controls  and  procedures"  refers  to the  controls  and
procedures of a company that are designed to ensure that information required to
be disclosed by a company in the reports that it files under Rules 13a-14 of the
Securities  Exchange Act of 1934 (the  "Exchange  Act") is recorded,  processed,
summarized and reported within  required time periods.  As of the period covered
by this quarterly report on form 10-QSB (the "Evaluation  Date"), we carried out
an evaluation  under the  supervision  and with the  participation  of our Chief
Executive  Officer  and Chief  Financial  Officer  of the  effectiveness  of our
disclosure  controls  and  procedures.  Based  on  that  evaluation,  our  Chief
Executive  Officer and Chief  Financial  Officer have concluded  that, as of the
Evaluation  Date,  such controls and procedures  were effective in ensuring that
required information will be disclosed on a timely basis in our periodic reports
filed under the Exchange Act.

(b) Changes in internal controls

There were no significant  changes to our internal  controls or in other factors
that could  significantly  affect internal controls subsequent to the Evaluation
Date.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We are not a party to any material legal  proceedings  and there are no material
legal proceedings pending with respect to our property.  We are not aware of any
legal proceedings  contemplated by any governmental authorities involving either
of us or our  property.  None of our  directors,  officers or  affiliates  is an
adverse party in any legal proceedings involving us or our subsidiaries,  or has
an interest in any proceeding which is adverse to us or our subsidiaries.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(a) None.

(b) None.

(c ) During the three months ended March 31 , 2004, we issued a total of 600,000
shares  of our  Common  Stock  to  consultants  for  their  marketing,  investor
relations and advisory  services.  These  issuances are  considered  exempt from
registration by reason of the Section 4(2) of the Securities Act of 1933.

Also during three months ended March 31, 2003, we issued a total of 8,000 shares
of our Common  Stock to an investor  for $1,200 in cash which was  received in a
previous period.

(d)  None.

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 AND REPORTS ON FORM 8-K

(a)      Exhibits

31.1     Certification   of  Chief  Executive  Officer  pursuant  to  Securities
         Exchange Act Rule 13a-14(a).

31.2     Certification of Chief Financial Officer pursuant to Securities
         Exchange Act Rule 13a-14(a).

32       Certification pursuant to  U.S.C. 1350, as  adopted pursuant to Section
         906 of the Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K

         None.

23
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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 17, 2004.



                          IR BioSciences Holdings, Inc.



          By:                                 /s/ Michael Wilhelm
                                              ------------------------------
                                              Michael Wilhelm
                                              President, Chief Executive Officer

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