FORM 10-QSB/A
                                (Amendment No. 1)


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

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

                  For the quarterly period ended March 31, 2005

                                       or

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

           For the transition period from ___________ to _____________

                        COMMISSION FILE NUMBER: 033-05384

                          IR BIOSCIENCES HOLDINGS, INC.

             (Exact name of Registrant as specified in its charter)

                  Delaware                               13-3301899
      ---------------------------------              -------------------
        (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)              Identification No.)

            4021 N. 75th Street, Suite 201, Scottsdale, Arizona 85251
                (Address of principal executive offices) Zip Code

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

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

Indicate by check mark whether  Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the preceding  twelve months or for such shorter  period that the Registrant was
required  to file  such  reports,  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

     Yes  X   No
         ---    ---

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

<PAGE>

                  IR BIOSCIENCES HOLDINGS, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS

PART I.         FINANCIAL INFORMATION                                Page Number

     Item 1.    Financial Statements:

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

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

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

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

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

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

PART II         OTHER INFORMATION

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

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

                                        2

<PAGE>

ITEM 1. FINANCIAL INFORMATION

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

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

                                                                      March 31,
                                                                        2005
                                                                    -----------
Assets
Current assets

   Cash and cash equivalents                                        $ 1,600,000
   Prepaid services and other current assets                              7,085
                                                                    -----------

      Total current assets                                            1,607,085

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

Total assets                                                        $ 1,620,503
                                                                    ===========
Liabilities and Stockholders' Equity
Current liabilities

   Accounts payable and accrued liabilities                             341,210
   Current portion of notes payable, net of discount                     66,970
                                                                    -----------
      Total current liabilities                                         408,180

Commitments and Contingencies

Stockholders' Equity
   Preferred stock, 0.001 par value;
      10,000,000 shares authorized, no shares
      issued and outstanding                                                 --
   Common stock, $0.001 par value; 100,000,000 shares
      authorized; 69,024,166 shares issued and outstanding               69,024
   Additional paid-in capital                                         9,244,248
      Deferred compensation                                             (53,425)
   Deficit Accumulated during the Development Stage                  (8,047,524)
                                                                    -----------
      Total stockholder's equity                                      1,212,323
                                                                    -----------
Total liabilities and stockholders' equity                          $ 1,620,503
                                                                    ===========

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

                                       F-1

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                      F-2

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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


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

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

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

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

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

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

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

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

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

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

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

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


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

                                      F-6

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

Supplemental disclosure of cash flow information:

  Cash paid during the period for:

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

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


</TABLE>

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

                                      F-7

<PAGE>

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


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

Non-cash investing and financing activities:

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

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

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

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

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

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

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

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

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

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

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

</TABLE>


                                      F-8

<PAGE>

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

                                   (Unaudited)

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

General
-------

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

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

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


IR BioSciences Holdings,  Inc. ("Company") formerly GPN Network, Inc. ("GPN") is
currently a  development  stage  company  under the  provisions  of Statement of
Financial  Accounting   Standards  ("SFAS")  No.  7.  The  Company,   which  was
incorporated  under the laws of the State of Delaware on October 30, 2002,  is a
biopharmaceutical  company.  Through our wholly  owned  subsidiary,  ImmuneRegen
BioSciences,   Inc.,  we  are  engaged  in  the  research  and   development  of
Homspera(TM),  a proprietary compound that is derived from homeostatic substance
P, a naturally  occurring  peptide.  Currently,  the majority of our development
efforts are centered  around a class of drug  candidates  derived from Homspera,
Radilex(TM) and Viprovex(TM).  Radilex has been formulated  specifically for the
indication of acute exposure to radiation.  Viprovex was formulated specifically
for applications  relating to the treatment of various chemical agents,  such as
exposure to formalin,  and  biological  agents,  such as infectious  disease and
other Class A  pathogens.  Our research  and  development  efforts are at a very
early stage and Radilex and Viprovex have only undergone pre-clinical testing in
mice.  From its inception  through the date of these financial  statements,  the
Company  has  recognized  no revenues  and has  incurred  significant  operating
expenses.


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

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

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

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

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

                                       F-9

<PAGE>

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

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

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

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

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


Long-lived Assets
-----------------

The Company accounts for its long-lived assets under the provision of Statements
of Financial  Accounting  Standards No. 121,  "Accounting  for the Impairment of
Long-Lived  Assets and for  Long-Lived  Assets To Be Disposed Of." The Company's
long-lived  assets are reviewed  for  impairment  whenever  events or changes in
circumstances  indicate  that the  carrying  amount  of such  assets  may not be
recoverable.   Events  relating  to  recoverability   may  include   significant
unfavorable  changes in business  conditions,  recurring losses, or a forecasted
inability to achieve  break-even  operating results over an extended period. The
Company evaluates the  recoverability of long-lived assets based upon forecasted
undiscounted  cash  flows.  Should  an  impairment  in value be  indicated,  the
carrying  value of  intangible  assets will be  adjusted,  based on estimates of
future discounted cash flows resulting from the use and ultimate  disposition of
the asset.


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

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

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

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

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

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

         Computer equipment         3 years
         Furniture                  7 years

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

NOTE 2 - RELATED PARTY TRANSACTIONS

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

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

                                      F-10

<PAGE>

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

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

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


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


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

In October 2004,  because the remaining  Consultant had not taken an active role
in the  management  of the  Company,  he agreed  that would  forgive  the amount
accrued to him under the Consulting agreement of $107,500. The Company accounted
for the  transaction as a forgiveness of  indebtedness  under FAS No. 140 during
the period ended December 31, 2004.

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

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

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

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

NOTE 3 - DEBT

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

                                      F-11

<PAGE>

NOTE 4 - EQUITY

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

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

Warrants
--------

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

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

<TABLE>
<CAPTION>
        Warrants Outstanding              Warrants Exercisable
---------------------------------  --------------------------------
                                   Weighted Average       Weighed                       Weighted Average
                                      Remaining           Average                          Remaining
      Exercise          Number     Contractual Life       Exercise        Number         Contractual Life
        Prices       Outstanding       (Years)             Price        Exercisable          (Years)
---------------------------------------------------------------------------------------------------------
<S>                  <C>              <C>               <C>            <C>                 <C>
     $0.05-0.10         480,698         4.35             $0.05-0.10       480,698            4.35
     0.125-0.70         782,411         4.21             0.125-0.70       782,411            4.21
      0.25-0.56       9,147,932         4.31              0.25-0.56     9,147,932            4.31
           1.00         754,844         2.73                   1.00       754,844            2.73
           2.00         167,580         4.27                   2.00       167,580            4.27
                     ----------        -----                           ----------            ----
                     11,333,465         4.20                           11,333,465            4.20
                     ==========        =====                           ==========            ====
</TABLE>
                                      F-12

<PAGE>

Transactions involving warrants are summarized as follows:

                                                            Weighted Average
                                        Number of Shares    Price Per Share
                                          (post-split)        (post-split)
                                         ---------------    ---------------
   Outstanding at January 1, 2005             17,666,210           $    .49

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

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

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

                                      F-13

<PAGE>

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

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

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

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

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

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

Overview
--------


IR BioSciences Holdings, Inc. is a development-stage  biopharmaceutical company.
Through our wholly  owned  subsidiary,  ImmuneRegen  BioSciences,  Inc.,  we are
engaged in the research and development of Homspera(TM),  a proprietary compound
that is derived from  homeostatic  substance P, a naturally  occurring  peptide.
Currently,  the  majority  of  our  efforts  are  focused  on the  research  and
development of potential uses of Radilex(TM),  a compound derived from Homspera,
as a possible therapeutic in response to toxic radiological or nuclear exposure.
Our research and  development  efforts are at a very early stage and Radilex has
only undergone  pre-clinical  testing in mice. We own or have obtained a license
to 2 issued U.S. and 2 issued foreign  patents and 5 pending Patent  Cooperation
Treaty (PCT)  applications,  6 pending U.S.  applications and 15 pending foreign
patent applications.


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

Revenue
-------

We are in the development stage and have no revenue.

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

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

                                        3

<PAGE>

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

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

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

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

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

Net Loss
--------

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

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

                                       4

<PAGE>

PLAN OF OPERATIONS

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

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

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


If  we  are  successful  in  obtaining  additional  funding  through  grants  or
investment  capital,  we  anticipate  that  during  the next 12  months  we will
increase our research and development  activities by approximately $450,000 to a
total of  approximately  $600,000  in an effort to further  develop  Radilex and
Viprovex,  excluding a radiation  study on primates  which we estimate will cost
$1,500,000.  If we are unable to raise  additional  capital,  our  research  and
development activities may be lessened. The drug development, clinical trial and
regulatory  process is lengthy,  expensive and uncertain and subject to numerous
risks.


Our major research and development projects include:


Research and development of Radilex.
------------------------------------

We are currently  preparing the protocols for our eighth mouse study in which we
will  further  validate  our prior  studies  by  collecting  additional  data as
requested  by the FDA and NIH.  We expect to begin the eighth  study  within the
next 120 days. We estimate that the study will be completed within 3 months upon
commencement  at  an  estimated  cost  of  $100,000.   Upon  completion  of  the
aforementioned  study we will prepare the  protocols  necessary  for a non-human
primate study to test the efficacy of Radilex as a treatment to acute  radiation
sickness.  We expect  this study to begin  within  the next  twelve  months.  We
believe that preliminary results will be available within 90 days from beginning
of study,  with  analysis  within an  additional 60 to 90 days. We have budgeted
approximately  $100,000  for  expenses  related to this study in our fiscal year
ending December 31, 2005. We expect an additional $1,500,000 will be required to
complete this study in 2006.

If we are successful in completing the study and achieve the desired results, we
intend to submit the  necessary  documentation  to the FDA and other  regulatory
agencies for  approval.  If approval for Radilex is granted,  we expect to begin
efforts to commercialize our product immediately thereafter. We are anticipating
revenues from the sale of Radilex beginning in calendar year 2008 as a treatment
to the effects caused by irradiation.

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


                                       5

<PAGE>


RESEARCH  AND  DEVELOPMENT  OF  VIPROVEX  IN CHEMICAL  AND  BIOLOGICAL  EXPOSURE
APPLICATIONS.
--------------------------------------------------------------------------------

We are currently  continuing to conduct preliminary  research and development on
the  efficacy  of  Viprovex  as a potential  treatment  for toxic  chemical  and
biological  exposure.  Our initial testing has been limited to early preclinical
studies on rodent  models.  We estimate  approximately  $120,000 for  additional
studies  related to the use of  Viprovex  in these  areas  over the next  twelve
months.  We  anticipate  additional  studies to begin in the  fourth  quarter of
calendar 2005 and continue on an ongoing basis over the next three years.  If we
are successful in achieving desirable results, we intend to design the protocols
and begin studies for these indications,  when capital is available.  As we have
only collected  preliminary data and additional studies are required,  we cannot
predict when, if ever, a viable  treatment can be  commercialized.  If we do not
observe  significant  results or we lack the capital to further the development,
we may abandon  such  research and  development  efforts;  thereby  limiting our
future potential revenues.

Research and development of Homspera in  Wound Healing Applications.
--------------------------------------------------------------------

Within  the next six to nine  months  we plan to begin  preclinical  studies  to
determine  if  Homspera  could  become a  compound  that  would be used in wound
healing.  We expect to begin studies in the fourth  quarter of calendar 2005. We
do not have any research and  development  expenses  associated  with the use of
Homspera  in wound  healing  in 2004 or  2003.  We have  budgeted  approximately
$60,000 for the costs of such studies over the next twelve months. We anticipate
the  completion  of such  studies  within eight  months of  commencement  of the
studies. If we achieve desirable results, we will design the protocols and begin
studies  for these  indications,  when  capital  is  available.  As we have only
collected  preliminary  data and  additional  studies  are  required,  we cannot
predict  when,  if ever, a viable  product can be  commercialized.  If we do not
observe  significant  results or we lack the capital to further the development,
we may abandon  such  research and  development  efforts;  thereby  limiting our
future potential revenues.


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

OFF-BALANCE SHEET ARRANGEMENTS

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

REVENUES

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

COSTS AND EXPENSES

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

                                        6

<PAGE>

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

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

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

While we have  successfully  raised  capital  to meet our  working  capital  and
financing  needs in the past  through  debt and  equity  financings,  additional
financing  will be required in order to implement  our business plan and to meet
our current and projected cash flow deficits from  operations  and  development.
There can be no  assurance  that we will be able to  consummate  future  debt or
equity  financings in a timely manner on a basis  favorable to us, or at all. If
we are unable to raise needed  funds,  we will not be able to develop or enhance
our products,  take advantage of future  opportunities or respond to competitive
pressures or  unanticipated  requirements.  A material  shortage of capital will
require us to take  drastic  steps  such as  reducing  our level of  operations,
disposing of selected assets or seeking an acquisition  partner. We believe that
we have  sufficient  capital  resources  to meet  projected  cash flow  deficits
through the end of December 2005. However, if thereafter,  we are not successful
in generating  sufficient  liquidity  from  operations or in raising  sufficient
capital  resources,  this would have a material  adverse effect on our business,
results of operations, liquidity and financial condition.

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

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

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

                                        7

<PAGE>

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

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

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

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

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

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

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

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

RISK FACTORS

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


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

We have  incurred a  substantial  net loss for the period from our  inception in
October 2002 to March 31, 2005,  and are  currently  experiencing  negative cash
flow.  We expect to  continue to  experience  negative  cash flow and  operating
losses through at least 2008 and possibly thereafter.  As a result, we will need
to generate significant revenues to achieve profitability.

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

We are  focused on product  development  and have not  generated  any revenue to
date. We have incurred  operating  losses since our inception.  Our net loss for
fiscal year 2004 was  $(5,305,407).  As of March 31, 2005, we had an accumulated
deficit of $ (8,047,524).

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

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


                                        8

<PAGE>

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


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


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

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

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

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

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

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

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

     o    respond effectively to competitive pressures.

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

                                        9

<PAGE>

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


As of March  31,  2005,  our cash and  cash  equivalents  totaled  approximately
$1,600,000.  Based on our current plans, we believe these  financial  resources,
and interest earned thereon,  will be sufficient to meet our operating  expenses
and capital requirements at least through December 31, 2005. However, changes in
our  research and  development  plans or other events  affecting  our  operating
expenses  may result in the  expenditure  of such cash before that time.  We may
require substantial  additional funds in order to finance our drug discovery and
development  programs,  fund operating expenses,  pursue regulatory  clearances,
develop  manufacturing,  marketing  and sales  capabilities,  and  prosecute and
defend our intellectual  property rights. We may seek additional funding through
public or private financing or through collaborative arrangements with strategic
partners.


     You should be aware that in the future:

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

          o    any available additional financing may not be adequate.

If we cannot raise additional funds when needed, or on acceptable terms, we will
not be able to continue to develop our drug candidates.  We require  substantial
working  capital  to fund our  operations.  Since we do not  expect to  generate
significant revenues in the foreseeable future, in order to fund operations,  we
will  be  completely   dependent  on  additional   debt  and  equity   financing
arrangements.  There is no assurance  that any  financing  will be sufficient to
fund our  capital  expenditures,  working  capital  and other cash  requirements
beyond  December  31,  2005.  Our  working  capital  as of March 31,  2005 was $
1,198,905.  No assurance can be given that any such  additional  funding will be
available or that, if available, can be obtained on terms favorable to us. If we
are unable to raise needed  funds on  acceptable  terms,  we will not be able to
develop or enhance our  products,  take  advantage  of future  opportunities  or
respond to  competitive  pressures  or  unanticipated  requirements.  A material
shortage of capital will  require us to take drastic  steps such as reducing our
level of  operations,  disposing  of selected  assets or seeking an  acquisition
partner. If cash is insufficient, we will not be able to continue operations.


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

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

We will need to conduct significant additional research, preclinical testing and
clinical  testing before we can file  applications  with the FDA for approval of
our product candidates.

         To date we have not yet  made  applications  with the FDA or any  other
governmental  regulatory agency for approval for our product  candidates.  Until
such as time as our  New  Drug  Application  (NDA)  is  filed  and  subsequently
approved, we will not be able to manufacture products.

         Our  research  and  preclinical   testing  is  currently   directed  in
developing products candidates based on our proprietary  compound,  Homspera. We
have  demonstrated in early  preclinical  studies evidence that may suggest that
Homspera may be used to treat the suppression of the body's immune system caused
by exposure to various forms of radiation,  toxic inhalants and viral infectious
diseases.  As a research and  development  company,  we may,  from time to time,
pursue the  development of other  products based on discoveries  made during our
studies. To differentiate from these other potential future applications, we are
developing  specific  candidates under the name Radilex as a potential treatment
for maladies caused by exposure to various forms of radiation,  and Viprovex, as
a potential treatment to various toxic inhalants and viral infectious diseases.

         We are currently conducting formulation, toxicity and stability studies
on Homspera,  Radilex and  Viprovex.  We  anticipate  that these studies will be
completed in 12 to 15 months.

         Also in conjunction with these studies, we plan to begin a rodent study
using Radilex.  We expect the study to be completed  within 12 to 15 months.  In
parallel  with the rodent  study,  we intend to begin our  preparations  for the
filing of an Investigational New Drug Application (IND). We expect the IND to be
filed with the FDA within the next 16 to 18  months.  At the  conclusion  of the
rodent study, we anticipate  commencing a study in non-human primates. We expect
this study to be  completed  within 20 to 24  months.  Based on  positive  study
results,  we expect to file a New Drug Application (NDA) with the FDA within the
next 36 months.


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


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

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


                                       10

<PAGE>

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

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


THE MARKET FOR TREATING ACUTE  RADIATION  SYNDROME (ARS) AND EXPOSURE TO VARIOUS
BIOLOGICAL  AGENTS IS UNCERTAIN IF WE ARE UNABLE TO  SUCCESSFULLY  COMMERCIALIZE
RADILEX OR VIPROVEX,  WE WILL NOT RECOGNIZE A SIGNIFICANT PORTION OF OUR PLANNED
REVENUES.

We do not believe any drug has ever been  approved  and  commercialized  for the
treatment of severe  acute  radiation  injury.  In  addition,  the  incidence of
large-scale exposure to  nuclear,radiological or biological agents has been low.
Accordingly, even if Radilex, our lead drug candidate to treat Acute Radiation

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

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

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

         o  delays in obtaining regulatory approvals to commence a study;

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

         o  delays in the enrollment of patients;

         o  lack of efficacy during clinical trials; or,

         o  unforeseen safety issues.

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

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

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

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

         o  suspending manufacturing; or

         o  withdrawing marketing clearance.

         Additionally,  the FDA's policies may change and additional  government
regulations may be enacted,  which could prevent or delay regulatory approval of
our applications.  We cannot predict the likelihood, nature or extent of adverse
government  regulation that may arise from future  legislation or administrative
action,  either in the United  States or abroad.  If we are not able to maintain
regulatory  compliance,  we might not be permitted to market our future products
and our  business  could  suffer.  Even if human  clinical  trials  of  Radilex,
Viprovex and Homspera are initiated and successfully completed,  the FDA may not
approve  Radilex,  Viprovex and Homspera for  commercial  sale. We may encounter
significant  delays  or  excessive  costs in our  efforts  to  secure  necessary
approvals.  Regulatory  requirements  are evolving and uncertain.  Future United
States or foreign legislative or administrative acts could also prevent or delay
regulatory approval of our products.  We may not be able to obtain the necessary
approvals for clinical trials, manufacturing or marketing of any of our products


                                       11

<PAGE>

under development.  Even if commercial  regulatory approvals are obtained,  they
may include  significant  limitations  on the indicated uses for which a product
may be marketed.


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

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


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

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

                                       12

<PAGE>


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

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

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

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

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

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

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

                                       13

<PAGE>

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

     o    delays in enrolling volunteers;

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

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

     o    unfavorable efficacy results;

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

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

     o    failure to raise additional funds.

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

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

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


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

The  manufacturing  process of our  proposed  products  is expected to involve a
number  of  steps  and  requires   compliance  with  stringent  quality  control
specifications imposed by us and by the FDA. We have no experience in the sales,
marketing and distribution of pharmaceutical or biotechnology  products. We have
not manufactured any of our products in commercial quantities. We may not

successfully  arrange for contract  manufacturing  of our products in production
quantities and this could prevent us from commercializing  products or limit our
profitability from our products.

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


We may enter into arrangements with contract manufacturing companies in order to
meet  requirements  for our  products  or to attempt  to  improve  manufacturing
efficiency.  If we  choose  to  contract  for  manufacturing  services,  we  may
encounter costs,  delays and/or other  difficulties in producing,  packaging and
distributing  our  clinical  trials  and  finished  product.  Further,  contract
manufacturers must also operate in compliance with the GMP requirements; failure
to do so could  result in, among other  things,  the  disruption  of our product
supplies. Our potential dependence upon third parties for the manufacture of our
proposed  products may  adversely  affect our profit  margins and our ability to
develop and deliver proposed products on a timely and competitive basis.


For the manufacture of the applications under  development,  we obtain synthetic
peptides from third party manufacturers. A synthesized version of substance P is
readily available at low cost from several life science and technology companies
that  provide  biochemical  and  organic  chemical  products  and  kits  used in
scientific and genomic research,  biotechnology,  pharmaceutical development and
the diagnosis of disease and chemical  manufacturing.  If any of these  proposed
manufacturing  operations prove  inadequate,  there may be no assurance that any
other  arrangements  may be  established  on a  timely  basis  or that we  could
establish other manufacturing  capacity on a timely basis.  Although, we believe
that the synthetic substance P and other materials necessary to produce Radilex,


                                       14

<PAGE>

Viprovex and Homspera are readily  available from various  sources,  and several
suppliers are capable of supplying  substance P in both clinical and  commercial
quantities,  our  dependence  on such  manufacturers,  may delay or  impair  our
ability to generate revenues, or adversely affect our profitability.


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

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

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

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

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

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


                                       15

<PAGE>


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


We own or have  obtained a license to 4 issued U.S.  and foreign  patents and 24
pending U.S. and foreign patent applications. Our success will depend in part on
our ability to obtain additional United States and foreign patent protection for
our drug  candidates  and  processes,  preserve  our trade  secrets  and operate
without   infringing  the  proprietary   rights  of  third  parties.   We  place
considerable  importance on obtaining  patent  protection  for  significant  new
technologies, products and processes.

Our long-term  success largely depends on our ability to market  technologically
competitive  processes  and  products.  If we fail to obtain or  maintain  these
protections  we may  not be  able  to  prevent  third  parties  from  using  our
proprietary  rights. Our currently pending or future patent applications may not
result  in  issued  patents.  In the  United  States,  patent  applications  are
confidential  until patent  applications  are published or the patent is issued,
and because  third  parties may have filed patent  applications  for  technology
covered by our  pending  patent  applications  without  us being  aware of those
applications,  our patent  applications  may not have  priority  over any patent
applications of others.  In addition,  our issued patents may not contain claims
sufficiently broad to protect us against third parties with similar technologies
or  products  or provide us with any  competitive  advantage.  If a third  party
initiates  litigation  regarding our patents,  and is successful,  a court could
revoke  our  patents or limit the scope of  coverage  for those  patents.  Legal
standards  relating  to the  validity  of patents  covering  pharmaceutical  and
biotechnology  inventions  and the scope of claims  made under such  patents are
still  developing.  In some of the  countries  in which we intend to market  our
products, pharmaceuticals are either not patentable or have only recently become
patentable.  Past  enforcement of intellectual  property rights in many of these
countries has been limited or  non-existent.  Future  enforcement of patents and
proprietary  rights in many other countries may be problematic or unpredictable.
Moreover,  the  issuance of a patent in one country does not assure the issuance
of a similar patent in another country.  Claim  interpretation  and infringement
laws vary by nation, so the extent of any patent protection is uncertain and may
vary in different jurisdictions.

Legal standards relating to the validity of patents covering  pharmaceutical and
biotechnology  inventions  and the scope of claims  made under such  patents are
still  developing.  In some of the  countries  in which we intend to market  our
products, pharmaceuticals are either not patentable or have only recently become
patentable.  Past  enforcement of intellectual  property rights in many of these
countries has been limited or  non-existent.  Future  enforcement of patents and
proprietary  rights in many other countries may be problematic or unpredictable.
Moreover,  the  issuance of a patent in one country does not assure the issuance
of a similar patent in another country.  Claim  interpretation  and infringement
laws vary by nation, so the extent of any patent protection is uncertain and may
vary in different jurisdictions.  The U.S. Patent and Trademark Office, commonly
referred  to as the USPTO,  and the courts  have not  consistently  treated  the
breadth of claims allowed in biotechnology  patents.  If the USPTO or the courts
begin to allow broader  claims,  the  incidence and cost of patent  interference
proceedings and the risk of infringement litigation will likely increase. On the
other hand, if the USPTO or the courts begin to allow narrower claims, the value
of our  proprietary  rights  may be  limited.  Any  changes  in,  or  unexpected
interpretations  of the patent laws may adversely  affect our ability to enforce
our patent position.

                                       16

<PAGE>

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

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

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

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

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

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

If our products violate  third-party  proprietary  rights,  we cannot assure you
that we would be able to  arrange  licensing  agreements  or other  satisfactory
resolutions on commercially reasonable terms, if at all. Any claims made against
us relating to the infringement of third-party  propriety rights could result in
the   expenditure  of  significant   financial  and  managerial   resources  and
injunctions  preventing us from providing  services.  Such claims could severely
harm our  financial  condition and ability to compete.  In addition,  if another
party  claims the same subject  matter or subject  matter  overlapping  with the
subject  matter that we have claimed in a United  States patent  application  or
patent, we may decide or be required to participate in interference  proceedings
in the United  States  Patent and  Trademark  Office in order to  determine  the
priority of invention.  Loss of such an interference proceeding would deprive us
of patent  protection  sought or  previously  obtained and could prevent us from
commercializing our products.  Participation in such proceedings could result in
substantial  costs,  whether or not the  eventual  outcome is  favorable.  These
additional costs could adversely affect our financial results.


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


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

                                       17

<PAGE>

quantities  of  these  products  for  our  clinical  trials.  Our  research  and
development and manufacturing  processes involve the controlled storage, use and
disposal of hazardous materials,  biological hazardous materials and radioactive
compounds.  We are  subject to  federal,  state and local  laws and  regulations
governing  the  use,  manufacture,  storage,  handling  and  disposal  of  these
materials  and  some  waste  products.  Although  we  believe  that  our  safety
procedures  for  handling  and  disposing  of these  materials  comply  with the
standards prescribed by these laws and regulations, the risk of contamination or
injury from these materials cannot be completely eliminated. In the event of an

incident, IR BioSciences Holdings, Inc. or ImmuneRegen  BioSciences,  Inc. could
be held liable for any damages that result,  and any liability  could exceed our
resources.  Current  or  future  environmental  laws or  regulations  may have a
material adverse effect on our operations, business and assets.

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

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




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

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


TRADING IN OUR SECURITIES  COULD BE SUBJECT TO EXTREME PRICE  FLUCTUATIONS  THAT
COULD ADVERSELY  AFFECT THE PRICE OF OUR COMMON STOCK AND THUS ADVERSELY  AFFECT
THE VALUE OF ANY INVESTMENT IN OUR COMMON STOCK.


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

     o    biological or medical discoveries by competitors;

     o    public concern about the safety of our drug candidates;

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

     o    unfavorable results from preclinical or clinical studies;

                                       18

<PAGE>

     o    unfavorable  developments  concerning  patents  or  other  proprietary
          rights; or

     o    unfavorable domestic or foreign regulatory developments;

may have the effect of temporarily or permanently  driving down the price of our
common  stock.  In  addition,  the stock  market  from time to time  experiences
extreme  price and  volume  fluctuations  which  particularly  affect the market
prices for emerging and life  sciences  companies,  such as ours,  and which are
often  unrelated to the operating  performance  of the affected  companies.  For
example,  our stock price has ranged from $0.09 to $1.00 between January 1, 2004
and April 3, 2005.

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

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

Our common  stock is  currently  traded on a limited  basis on the OTC  Bulletin
Board (the  "OTCBB")  under the  symbol  "IRBO".  The OTCBB is an  inter-dealer,
Over-The-Counter  market that provides  significantly  less  liquidity  than the
NASDAQ Stock Market.  Quotes for stocks  included on the OTCBB are not listed in
the  financial  sections of newspapers as are those for the NASDAQ Stock Market.
Therefore,  prices for securities traded solely on the OTCBB may be difficult to
obtain and holders of common stock may be unable to resell their  securities  at
or near their original offering price or at any price.

The NASD has enacted  recent  changes that limit  quotations on the OTC Bulletin
Board to  securities of issuers that are current in their reports filed with the
Securities  and Exchange  Commission.  The effect on the OTC  Bulletin  Board of
these rule changes and other proposed changes cannot be determined at this time.

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




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

Certain of our  stockholders  have the right to register  securities  for resale
that they hold pursuant to registration rights agreements. We expect to continue
to incur product development and selling,  general and administrative costs, and
in order to satisfy our funding  requirements,  we will need to sell  additional
equity securities, which may be subject to similar registration rights. The sale
or the proposed  sale of  substantial  amounts of our common stock in the public
markets may  adversely  affect the market price of our common  stock.  We expect
that an aggregate of 52,391,374 shares of our

                                       19

<PAGE>

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

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

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

                                       20

<PAGE>



PART II - OTHER INFORMATION



ITEM 6. EXHIBITS

(a) Exhibits

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

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

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

                                       21

<PAGE>

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

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

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, on November 16, 2005.


                                            IR BioSciences Holdings, Inc.

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

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