FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

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

     For the quarterly period ended  June 30, 2003

                                       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


                                GPN Network, Inc.
                                -----------------
             (Exact name of Registrant as specified in its charter)


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

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


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



       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
August 12, 2003 was 11,715,650.


<PAGE>



                       GPN NETWORK, INC. AND SUBSIDIARIES


                                TABLE OF CONTENTS



                                                                     Page Number
                                                                     -----------

PART I.     FINANCIAL INFORMATION

   Item 1.  Financial Statements:

            Consolidated Balance Sheet as of  June 30, 2003 (unaudited)........3

            Consolidated  Statements  of  Operations  for the three months
            ended June 30, 2003  (unaudited) and 2002  (unaudited) and six
            months ended June 30, 2003 (unaudited) and 2002 (unaudited)........4

            Consolidated Statement of Cash Flows for the six months ended
            June 30, 2003 (unaudited) and 2002.................................5

            Notes to Consolidated Financial Statements.........................6

   Item 2.  Management's Discussion and Analysis of  Financial Condition
            and Results of  Operations.........................................9

   Item 3.  Controls and Procedures...........................................21

PART II.    OTHER INFORMATION

   Item 1.  Legal Proceedings.................................................22

   Item 2.  Changes in Securities and Use of Proceeds.........................22

   Item 3.  Defaults Upon Senior Securities...................................22

   Item 4.  Submission of Matters to a Vote of Securities Holders.............22

   Item 5.  Other Information.................................................22

   Item 6.  Exhibits and Reports on Form 8-K..................................22



                                       2
<PAGE>



PART I  - FINANCIAL INFORMATION

Item 1. Financial Statements


                       GPN Network, Inc. and Subsidiaries
                           Consolidated Balance Sheet

                                                          June 30,
                                                            2003
                                                         -----------
                                                         (unaudited)
                          Assets
Current assets
   Cash and cash equivalents                             $       --
                                                         -----------
      Total current assets                                       --

                                                         -----------
Total assets                                             $       --
                                                         ===========


           Liabilities and Stockholders' Deficit
Current liabilities
   Bank Overdraft                                        $   34,162
   Accounts payable and accrued liabilities                 105,518
   Note payable                                              55,821
   Promissory note to shareholder                             4,486
   Net liabilities of discontinued operations                90,417
                                                         -----------

      Total current liabilities                             290,404

Commitments and Contingencies                                    --

Stockholders' deficit
   Preferred stock, 0.001 par value:
      10,000,000 shares authorized,
      no shares outstanding                                      --
   Common stock, $0.001 par value;
      50,000,000 shares authorized,
      23,681,297 shares issued and outstanding               23,681
   Additional paid-in capital                             3,499,586
   Accumulated deficit                                   (3,813,671)
                                                         -----------
      Total stockholders' deficit                          (290,404)

                                                         -----------
Total liabilities and stockholders' deficit              $       --
                                                         ===========

         See accompanying notes to consolidated financial statements.

                                       3
<PAGE>




                       GPN Network, Inc. and Subsidiaries
                      Consolidated Statements of Operations
<TABLE>
<CAPTION>


                                                    For the Three   For the Three    For the Six     For the Six
                                                    Months Ended    Months Ended    Months Ended    Months Ended
                                                      June 30,        June 30,        June 30,        June 30,
                                                        2003            2002            2003            2002
                                                    -------------   -------------   -------------   -------------
                                                     (unaudited)     (unaudited)     (unaudited)     (unaudited)
<S>                                                <C>             <C>             <C>            <C>
Revenues                                            $         --    $         --    $         --    $         --

Operating expenses:
   Employee compensation                                      --              --              --              --
   Selling, general and administrative expenses           10,662          70,325          14,454         120,814

                                                    -------------   -------------   -------------   -------------
      Total operating expenses                            10,662          70,325          14,454         120,814

Operating loss                                           (10,662)        (70,325)        (14,454)       (120,814)

Other income (expense):
   Interest (expense)                                     (1,338)         (1,174)         (3,157)         (2,976)
   Gain on settlement of liabilities                     369,964              --         369,964              --

                                                     -------------   -------------   -------------   -------------
      Total other income (expense)                       368,626          (1,174)        366,807          (2,976)

  Income (loss) before income taxes                      357,964         (71,499)        352,353        (123,790)

   Provision for income taxes                                 --             289             800           1,889

                                                    -------------   -------------   -------------   -------------
Net income (loss)                                   $    357,964    $    (71,788)   $    351,553    $   (125,679)
                                                    =============   =============   =============   =============

Basic and diluted income (loss) per common share    $       0.02    $         --    $       0.02    $      (0.01)
Basic and diluted weighted average
   common shares outstanding                          20,206,651      16,677,897      18,190,972      16,456,903
                                                    =============   =============   =============   =============

</TABLE>

     See accompanying notes to consolidated financial statements

                                       4
<PAGE>

                        GPN Network, Inc and Subsidiaries
                      Consolidated Statements of Cash Flows

                                                    For the Six    For the Six
                                                    Months Ended   Months Ended
                                                      June 30,       June 30,
                                                        2003           2002
                                                    -----------    -----------
                                                    (Unaudited)    (Unaudited)

Cash flows from operating activities:
   Net income (loss) from continuing operations     $  (18,411)    $ (125,679)
  Adjustments to reconcile net to net cash used
  in operating activities:
  Changes in operating assets and liabilities:
        Other assets                                        --            689
        Increase in bank overdraft                      34,162             --
        Accounts payable and accrued expenses            7,253         85,354
                                                    -----------    -----------

   Net cash provided by (used in)
     continuing operating activities                    23,004        (39,636)

   Net cash provided by (used in)
     discontinued operating activities                 (27,505)       (98,874)
                                                    -----------    -----------

        Total net cash provided by (used in)
          operating activities                          (4,501)      (138,510)


Cash flows from financing activities:
   Proceeds from short term loan - shareholder           8,986         11,500
   Principal payment of short term loan - shareholder   (4,500)       (15,000)
   Proceeds from the sale of common stock,
     net of offering costs                                  --        138,776
                                                    -----------    -----------

   Net cash provided by financing activities             4,486        135,276

Net increase (decrease) in cash                            (15)        (3,234)

Cash at beginning of period                                 15          5,275

                                                    -----------    -----------
Cash at end of period                               $       --     $    2,041
                                                    ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Stock issued in exchange for debt:                  $   75,284     $       --



            See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                       GPN Network, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements


NOTE 1 - BASIS OF PRESENTATION

The financial  statements of GPN Network,  Inc. ("GPN" or the "Company") for the
three and six months ended June 30, 2003 are unaudited.  Certain information and
note  disclosures  normally  included in the  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America  have  been  omitted.  These  financial  statements  should  be  read in
conjunction with the audited financial  statements and notes thereto included in
GPN's Form  10-KSB as of and for the period  ended  December  31,  2002.  In the
opinion  of  management,  the  financial  statements  contain  all  adjustments,
consisting  of normal  recurring  adjustments,  necessary to present  fairly the
financial  position of GPN for the  periods  presented.  The  interim  operating
results may not be indicative of operating  results for the full year or for any
other interim periods.

NOTE 2 - THE COMPANY

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

On July 2, 2003, the Company and ImmuneRegen Biosciences, Inc., a privately-held
Delaware corporation ("ImmuneRegen"),  entered into and consummated an Agreement
and Plan of Merger (the  "Merger").  In accordance  with the Merger,  on July 2,
2003, the  Registrant,  through its  wholly-owned  subsidiary,  GPN  Acquisition
Corporation,  a Delaware  corporation  ("Merger Sub"),  acquired  ImmuneRegen in
exchange for 10,531,585  shares of the Registrant's  common stock.  Except where
noted otherwise,  references in this report,  pre-Merger,  to "we," "us," "our,"
"GPN" and the "Company" are to us, and  references in this report,  post-Merger,
to "we," "us," "our,"  "GPN" and the  "Company"  are to us and our  wholly-owned
subsidiary, ImmuneRegen. The transaction contemplated by the Merger was intended
to be a "tax-free"  reorganization pursuant to the provisions of Section 351 and
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

ImmuneRegen is a  biotechnology  company engaged in the research and development
of  applications   utilizing  modified   substance  P,  a  naturally   occurring
immunomodulator.  ImmuneRegen's  goal is to enter into  overseas  licensing  and
royalty  agreements for its applications  while awaiting  approval by the FDA in
the Unites States. Once approval has been obtained by the FDA, ImmuneRegen hopes
to further expand its sales efforts internationally and will attempt to begin to
generate  sales  domestically  through the licensing and the direct sales of its
products in the United States.

The shares of common  stock of the Company  are traded on the NASD OTC  Bulletin
Board under the symbol  "GPNN".  The Company is  headquartered  in Los  Angeles,
California.

                                       6
<PAGE>

Principles of Consolidation
---------------------------

The consolidated  financial  statements  include the accounts of the Company and
its  subsidiaries  GPN  Securities,  Inc.,  and  Dermedics,  Inc.  Both of these
subsidiaries  are inactive.  The Merger with ImmuneRegen  BioSciences,  Inc. was
effective July 2, 2003,  and  accordingly  the accounts of  ImmuneRegen  are not
included in the  Company's  financial  statements  for the period ended June 30,
2003.  All  significant   intercompany   balances  and  transactions  have  been
eliminated in consolidation.

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

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance  with generally  accepted  accounting  principles  which  contemplate
continuation of the Company as a going concern. As of June 30, 2003, the Company
had an  accumulated  deficit of $3,813,671  and total  stockholders'  deficit of
$290,404.  The Company also had significant  negative cash flows from operations
for the twelve months ended  December 31, 2002.  These  factors,  along with the
Company's lack of an operational history, among other matters, raise substantial
doubt about its ability to continue as a going concern.  The successful  outcome
of  future  activities  cannot  be  determined  at this  time and  there  are no
assurances that if achieved,  the Company will have sufficient  funds to execute
its intended business plan or generate positive operating results.

Lease Liability
---------------

During  the three  months  ended  June 30,  2003,  the  Company  entered  into a
settlement  agreement and mutual release with its former landlord  regarding the
lease  of its  former  corporate  headquarters.  Pursuant  to the  terms of this
agreement, the Company agreed to pay the sum of $25,000 in return for a complete
release of any further liability under the lease.

Earnings Per Share
------------------

The  Company  calculates  earnings  per share in  accordance  with SFAS No. 128,
"Earnings  Per Share." Basic  earnings per share is computed by dividing  income
available to common shareholders by the weighted-average number of common shares
assumed to be outstanding during the period of computation. Diluted earnings per
share  is  computed  similar  to  basic  earnings  per  share  except  that  the
denominator is increased to include the number of additional  common shares that
would have been  outstanding if the potential  common shares had been issued and
if the additional common shares were dilutive.

The following potential common shares have been excluded from the computation of
diluted net loss per share for all periods  presented  because the effect  would
have been anti-dilutive:

                                                 Options/warrants
                                              outstanding at June 30,
                                               ---------------------
                                               2003             2002
                                               ----             ----
Options outstanding under the
   Company's stock  option plans.............632,125         632,125
Warrants outstanding issued with
   the sale of common stock................4,722,244       4,722,244
Warrants outstanding issued to
   consultants for services rendered..........20,125          20,125


NOTE 3 - LIABILITIES

In  September  2001,  the  Company  borrowed  the  principal  amount of $50,000.
Interest at 6% is compouneded  quarterly.  Principal and accrued interest is due
September 7, 2003.

In May 2003,  a note  payable to a  shareholder  in the  amount of  $75,284  was
cancelled in exchange  for the  issuance of an aggregate of 7,528,400  shares of
the Company's common stock.


                                       7
<PAGE>

NOTE 4 - STOCKHOLDERS' DEFICIT

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

In May 2003, an aggregate of 7,528,400  shares of the the Company's common stock
was sold and  issued in a  private  offering  pursuant  to  Regulation  D of the
Securities  Act  of  1933  in  exchange  for  the  cancellation  of  $75,284  of
indebtedness.

Preferred Stock
---------------

The Company's  articles of  incorporation  authorize up to 10,000,000  shares of
$0.001 par value preferred stock. Shares of preferred stock may be issued in one
or more  classes or series at such time the Board of  Directors  determine.  All
shares of any series shall be equal in rank and identical in all respects. As of
June 30, 2003, no preferred shares have been designated or issued.

NOTE 5  - CONTINGENCIES

In June 2003,  ImmuneRegen  entered into  Secured  Convertible  Promissory  Note
agreements in the aggregate amount of $550,000. The Company has guaranteed these
notes.

NOTE 6 - SUBSEQUENT EVENTS

On July 1, 2003,  the Company  effected a  one-for-twenty  reverse  split of its
common  stock.  The  number of shares of common  stock  outstanding  immediately
before the reverse split was  23,681,297.  Immediately  after the reverse split,
the number of shares of common stock outstanding was 1,184,065.

On July 2, 2003, the Company and  ImmuneRegen  entered into and  consummated the
Merger,  and the Company,  through Merger Sub, acquired  ImmuneRegen in exchange
for  10,531,585   shares  of  the  Company's   common  stock.   The  transaction
contemplated  by the  Merger  was  intended  to be a  "tax-free"  reorganization
pursuant to the  provisions  of Section  351 and  368(a)(1)(A)  of the  Internal
Revenue Code of 1986, as amended. Immediately after the transaction, the Company
had  outstanding  11,715,650  shares of common  stock.  The Company  anticipates
filing Form 8-K/A with the audited  financial  statements of  ImmuneRegen  along
with the pro forma combined financial  statements of the combined entities on or
before September 5, 2003.




                                       8
<PAGE>



Item 2. Management's Discussion and Analysis of Financial Condition and  Results
        of Operations


The  following  information  should be read in  conjunction  with the  financial
statements and the notes thereto appearing elsewhere in this quarterly report on
Form 10-QSB.  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.

Except for historical  information  contained  herein,  the matters discussed in
this quarterly  report on form 10-QSB are  forward-looking  statements  that are
subject to certain risks and  uncertainties  that could cause actual  results to
differ materially from those set forth in such forward looking statements.  Such
forward-looking   statements   may  be   identified   by  the  use  of   certain
forward-looking  terminology,  such as "may,"  "will,"  "expect,"  "anticipate,"
"intend," "estimate," "believe" or comparable terminology that involves risks or
uncertainties.  Actual  future  results  and trends may differ  materially  from
historical and anticipated results,  which may occur as a result of a variety of
factors. Such risks and uncertainties include,  without limitation,  our limited
operating history, the  unpredictability of our future revenues,  the effects of
the Merger, the ability to obtain additional funds, and lack of a trading market
for our  stock.  We  undertake  no  obligation  to  update  any  forward-looking
statement,  whether as a result of new information,  future events or otherwise.
Readers  should  carefully  review the risk factors set forth  elsewhere in this
report under "Risk  Factors" and in other reports or documents that we file from
time-to-time with the Securities and Exchange Commission.

Overview
--------

During  2001,  due in large part to the  decreased  availability  of  investment
capital to the our target market of internet related, small growth companies, we
failed to meet our revenue targets.  On July 27, 2001, a majority interest in us
was acquired by a private investor,  and we installed new management and adopted
a new business plan. The immediate action taken regarding this new business plan
was to  discontinue  our then current  operations  effective July 27, 2001. As a
result,  our operations  through  December 31, 2001 are reported as discontinued
operations.

During 2002 and 2003, we were engaged in discussions regarding possible business
combinations  or  asset  acquisitions.  On July 2,  2003,  we  entered  into and
consummated the Merger with ImmuneRegen.

In accordance with the Merger, on July 2, 2003,  through Merger Sub, we acquired
ImmuneRegen  in  exchange  for  10,531,585  shares  of  our  common  stock.  The
transaction  contemplated  by  the  Merger  was  intended  to  be  a  "tax-free"
reorganization pursuant to the provisions of Section 351 and 368(a)(1)(A) of the
Internal Revenue Code of 1986, as amended.

ImmuneRegen is a  biotechnology  company engaged in the research and development
of  applications   utilizing  modified   substance  P,  a  naturally   occurring
immunomodulator.  ImmuneRegen's  goal is to enter into  overseas  licensing  and
royalty  agreements for its applications  while awaiting  approval by the FDA in
the Unites States. Once approval has been obtained by the FDA, ImmuneRegen hopes
to further expand its sales efforts internationally and will attempt to begin to
generate  sales  domestically  through the licensing and the direct sales of its
products in the United States.


                                       9
<PAGE>



RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THREE
MONTHS  ENDED JUNE 30, 2002


Revenue
-------

Because we discontinued our only revenue  producing  activity during 2001, there
is no revenue shown on the  consolidated  statement of operations for the period
ending June 30, 2003 or June 30, 2002.

Employee Compensation
---------------------

There was no employee  compensation  during the three months ended June 30, 2003
or June 30, 2002.

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

Selling,  general, and administrative  expenses from continuing  operations were
$10,662 for the three months ended June 30, 2003,  which is an 85% decrease from
selling,  general and  administrative  expenses of $70,325 for the three  months
ended June 30, 2002. The primary  components of this amount for the three months
ended June 30, 2003 were legal and  accounting  fees. The decrease was caused by
decreased legal and accounting fees due to our  discontinuation  of our business
activities.

Interest Income and Expense
---------------------------

Interest  expense for the three months ended June 30, 2003 was $1,338.  Interest
expense for the three months ended June 30, 2002 was $1,174.  The net difference
of  $164  is due  to  higher  balances  during  2003  on the  notes  payable  to
shareholder and affiliate.

Other Income
------------

During  the three  months  ended  June 30,  2003,  we  entered  into  settlement
agreements  with our  previous  landlord  and with  many of our  vendors.  These
agreements  resulted in a gain on settlement of liabilities  of $369,964  during
the three months ended June 30, 2003,  compared to no such gain during the three
months ended June 30, 2002.

Net Income (Loss)
-----------------

For the reasons  stated  above,  we had a net income of  $357,964  for the three
months  ended June 30, 2003  compared to a net loss of  ($71,788)  for the three
months ended June 30, 2002, or an increase of $429,270.

RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO  SIX MONTHS
ENDED JUNE 30, 2002

Revenue
-------

Because we discontinued our only revenue  producing  activity during 2001, there
is no revenue shown on the  consolidated  statement of operations for the period
ending June 30, 2003 or June 30, 2002.

Employee Compensation
---------------------

There was no employee  compensation during the six months ended June 30, 2003 or
June 30, 2002.


                                       10
<PAGE>

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

Selling,  general, and administrative  expenses from continuing  operations were
$14,454 for the six months  ended June 30, 2003,  which is an 88% decrease  from
selling,  general and  administrative  expenses  of $120,814  for the six months
ended June 30, 2002.  The primary  components  of this amount for the six months
ended June 30, 2003 were legal and  accounting  fees. The decrease was caused by
decreased legal and accounting fees due to our  discontinuation  of our business
activities.

Interest Income and Expense
---------------------------

Interest  expense for the six months  ended June 30,  2003 was $3,157.  Interest
expense for the six months ended June 30, 2002 was $2,976.  The increase $181 is
due to higher  balances  during  2003 on the notes  payable to  shareholder  and
affiliate.

Other Income
------------

During the six months ended June 30, 2003, we entered into settlement agreements
with  our  previous  landlord  and  with  many of our  previous  vendors.  These
agreements  resulted in a gain on settlement of liabilities  of $369,964  during
the three months ended June 30, 2003,  compared to no such gain during the three
months ended June 30, 2002.

Net Income (Loss)
-----------------

For the reasons stated above, we had a net income of $351,553 for the six months
ended June 30,  2003  compared  to a net loss of  ($125,679)  for the six months
ended June 30, 2002, or an increase of $477,232.

LIQUIDITY AND CAPITAL RESOURCES

At June 30,  2003,  we had no  current  assets.  Also at June 30,  2003  current
liabilities  were $290,404  resulting in negative working capital of ($290,404).
During the six months ended June 30, 2003, we had cash provided by its operating
activities  of $23,004.  During the six months ended June 30, 2002, we used cash
in its operating activities of $39,636.

We currently have 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.  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.

Risk Factors
------------

THE ACTUAL  RESULTS OF THE  COMBINED  COMPANY MAY DIFFER  MATERIALLY  FROM THOSE
ANTICIPATED  IN  THESE  FORWARD-LOOKING  STATEMENTS.  GPN 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.

                                       11
<PAGE>


                           RISKS RELATED TO THE MERGER
                           ---------------------------

The market price of our common stock may decline as a result of the merger.
---------------------------------------------------------------------------

The market price of our common stock may decline as a result of the merger for a
number of reasons, including if:

    o   the integration of GPN and ImmuneRegen is not completed in a timely and
        efficient manner;

    o   the combined company does not achieve the perceived  benefits of the
        Merger as rapidly or to the extent  anticipated by financial or industry
        analysts;

    o   the effect of the Merger on the  combined  company's  financial  results
        is not consistent  with the  expectations  of financial or industry
        analysts; or

    o   significant GPN stockholders decide to dispose of their shares following
        the Merger.

The merger may result in loss of key employees.
-----------------------------------------------

Despite  ImmuneRegen's  efforts to retain key  employees,  the combined  company
might lose some key employees  following the Merger.  Competition  for qualified
technical and management  employees is intense.  Competitors and other companies
may recruit  employees  prior to the merger and during the  integration  process
following the closing of the merger,  which has become a common  practice.  As a
result,  employees could leave with little or no prior notice, which could cause
delays and  disruptions  in the effort to integrate the two companies and result
in expenses associated with finding replacement employees.

There may be sales of substantial  amounts of our common stock after the merger,
--------------------------------------------------------------------------------
which could cause our stock price to fall.
------------------------------------------

A substantially  large number of shares of our common stock may be sold into the
public  market  within  short  periods of time at various  dates  following  the
closing of the Merger. As a result, our stock price could fall.

Our stock price is volatile and could decline in the future.
------------------------------------------------------------

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

    o   Our ability to obtain  additional financing and, if available, the terms
        and conditions of the financing;

    o   ImmuneRegen's financial position and results of operations;

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

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

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

                                       12
<PAGE>

    o   U.S. and foreign governmental regulatory actions;

    o   Actual or anticipated changes in drug reimbursement policies;

    o   Developments with ImmuneRegen's collaborators, if any;

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

    o   Status of litigation;

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

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

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

    o   Market conditions for life science stocks in general.

                          RISKS RELATED TO IMMUNEREGEN
                          ----------------------------

ImmuneRegen has an accumulated  deficit, is not currently profitable and expects
--------------------------------------------------------------------------------
to incur significant expenses in the near future.
-------------------------------------------------

ImmuneRegen  has  incurred  a  substantial  net  loss  for the  period  from its
inception in October 2002 to June 30, 2003, and currently  experiencing negative
cash flow.  ImmuneRegen expects to continue to experience negative cash flow and
operating  losses  through at least 2004 and possibly  thereafter.  As a result,
ImmuneRegen will need to generate significant revenues to achieve profitability.
If  ImmuneRegen's  revenues  grow more  slowly  than it  anticipates,  or if its
operating  expenses exceed its expectations,  ImmuneRegen may experience reduced
profitability.

We  will  be  required  to  raise  additional   capital  to  fund  ImmuneRegen's
--------------------------------------------------------------------------------
operations.  We may not be able to raise needed additional capital in the future
--------------------------------------------------------------------------------
to fund ImmuneRegen's operations.
---------------------------------

ImmuneRegen  requires  substantial  working  capital  to  fund  its  operations.
ImmuneRegen's  working capital  requirements and cash flow provided by operating
activities  is expected to vary from  quarter to quarter  depending on revenues,
operating expenses, capital expenditures and other factors. The cost, timing and
amount of funds needed by  ImmuneRegen  cannot be precisely  determined  at this
time and will be based on  numerous  factors,  including,  but not  limited  to,
approval by the U.S. Food and Drug  Administration  and market acceptance of its
products.  To the  extent  that  existing  resources  and  future  earnings  are
insufficient to fund future  activities,  we will need to raise additional funds
through  additional public or private equity offerings of its securities or debt
financings.  No assurance can be given that any such additional  funding will be
available or that, if available, can be obtained on terms favorable to we. If we
is unable to raise needed funds on  acceptable  terms,  ImmuneRegen  will not be
able to develop or enhance its products,  take advantage of future opportunities
or respond to competitive  pressures or unanticipated  requirements.  A material
shortage  of capital  will  require we to take  drastic  steps such as  reducing
ImmuneRegen's  level of operations,  disposing of selected  assets or seeking an
acquisition  partner.  If cash is insufficient,  ImmuneRegen will not be able to
continue operations.

                                       13
<PAGE>

ImmuneRegen's  limited  operating  history  makes it  difficult  to evaluate the
--------------------------------------------------------------------------------
ImmuneRegen's plan is not successful,  or management is not effective, the value
--------------------------------------------------------------------------------
of our common stock may decline.
--------------------------------

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

    o   Our ability to raise additional funding and the amounts raised, if any;

    o   The time and costs involved in obtaining regulatory approvals;

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

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

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

    o   Competing technological and market developments;

    o   Effective commercialization activities and arrangements;

    o   The costs of defending against and settling lawsuits; and

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

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

ImmuneRegen's  failure to successfully  develop and  commercialize  products may
--------------------------------------------------------------------------------
cause us to cease operations.
-----------------------------

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

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

The results of ImmuneRegen's  preclinical studies and clinical trials may not be
indicative  or future  clinical  trial  results.  A  commitment  of  substantial
resources to conduct time-consuming  research,  preclinical studies and clinical
trials  will be required  if it is to develop  any  products.  Delays in planned
patient  enrollment  in  ImmuneRegen's  clinical  trials may result in increased
costs,  program delays or both.  None of  ImmuneRegen's  potential  products may
prove to be safe or effective in clinical trials.  Approval of the Unites States
Food and Drug Administration,  the FDA, or other regulatory approvals, including
export  license  permissions,  may not be  obtained  and  even  if  successfully


                                       14
<PAGE>

developed and approved,  ImmuneRegen's potential products may not achieve market
acceptance.  Any  products  resulting  from  ImmuneRegen's  programs  may not be
successfully  developed or  commercially  available for a number of years, if at
all.

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

The lengthy product  approval  process and uncertainty of government  regulatory
--------------------------------------------------------------------------------
requirements  may delay or prevent  ImmuneRegen  from  commercializing  proposed
--------------------------------------------------------------------------------
products.
---------

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

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

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

In  addition,  a marketed  product is subject to  continual  FDA  review.  Later
discovery  of  previously  unknown  problems  or  failure  to  comply  with  the
applicable  regulatory  requirements may result in restrictions on the marketing
of a product or withdrawal  of the product from the market,  as well as possible
civil or criminal sanctions.

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


                                       15
<PAGE>


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

Marketing  any  drug  products   outside  of  the  United  States  will  subject
ImmuneRegen to numerous and varying foreign  regulatory  requirements  governing
the  design  and  conduct  of human  clinical  trials  and  marketing  approval.
Additionally, ImmuneRegen's ability to export drug candidates outside the United
States on a  commercial  basis will be subject  to the  receipt  from the FDA of
export  permission,  which may not be  available on a timely  basis,  if at all.
Approval procedures vary among countries and can involve additional testing, and
the time required to obtain approval may differ from that required to obtain FDA
approval.  Foreign  regulatory  approval  processes  include  all of  the  risks
associated with obtaining FDA approval set forth above,  and approval by the FDA
does not ensure approval by the health authorities of any other country.

Technological change and competition may render ImmuneRegen's potential products
--------------------------------------------------------------------------------
obsolete.
---------

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

ImmuneRegen's  lack of commercial  manufacturing  and marketing  experience  may
--------------------------------------------------------------------------------
prevent it from successfully commercializing products.
------------------------------------------------------

ImmuneRegen has not manufactured  any of its products in commercial  quantities.
ImmuneRegen may not successfully make the transition from manufacturing clinical
trial quantities to commercial  production  quantities or be able to arrange for
contract  manufacturing and this could prevent us from commercializing  products
or limit our profitability  from our products.  Even if Homspera is successfully
developed  and receives  FDA  approval,  ImmuneRegen  has not  demonstrated  the
capability to manufacture Homspera in commercial quantities. ImmuneRegen has not
demonstrated  the  ability  to  manufacture  Homspera  in  large-scale  clinical
quantities.  ImmuneRegen  expects  to  rely  on  third  parties  for  the  final
activation step of the Homspera  manufacturing process. If any of these proposed
manufacturing  operations prove  inadequate,  there may be no assurance that any
other  arrangements  may be  established  on a timely basis or that  ImmuneRegen
could establish other manufacturing capacity on a timely basis.

ImmuneRegen  has no  experience  in the sales,  marketing  and  distribution  of
pharmaceutical or biotechnology products.  Thus, ImmuneRegen's proposed products
may not be successfully  commercialized  even if they are developed and approved
for commercialization.

The  manufacturing  process of  ImmuneRegen's  proposed  products is expected to
involve a number of steps and requires compliance with stringent quality control
specifications  imposed by ImmuneRegen and by the FDA. Moreover,  it is expected
that ImmuneRegen's proposed products may be manufactured only in a facility that
has undergone a satisfactory  inspection and certification by the FDA. For these
reasons,  ImmuneRegen  would not be able to quickly  replace  its  manufacturing
capacity if we were unable to use its manufacturing  facilities as a result of a

                                       16
<PAGE>

fire,  natural disaster  (including an earthquake),  equipment  failure or other
difficulty,  or if such  facilities  are deemed not in  compliance  with the GMP
requirements,   and  the   noncompliance   could  not  be   rapidly   rectified.
ImmuneRegen's inability or reduced capacity to manufacture its proposed products
would prevent it from successfully commercializing its proposed products.

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

Adverse  determinations  concerning  product pricing,  reimbursement and related
--------------------------------------------------------------------------------
matters could prevent ImmuneRegen from successfully commercializing homspera.
-----------------------------------------------------------------------------

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

ImmuneRegen's  success may depend upon the acceptance of homspera by the medical
--------------------------------------------------------------------------------
community.
----------

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

Product liability exposure may expose ImmuneRegen to significant liability.
---------------------------------------------------------------------------

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

If ImmuneRegen fails to attract and retain consultants and employees, its growth
--------------------------------------------------------------------------------
could be limited and its costs could  increase,  which may adversely  affect its
--------------------------------------------------------------------------------
results of operations and financial position.
---------------------------------------------


                                       17
<PAGE>


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

ImmuneRegen's patents and proprietary  technology may not be enforceable and the
--------------------------------------------------------------------------------
patents  and  proprietary  technology  of others may  prevent  ImmuneRegen  from
--------------------------------------------------------------------------------
commercializing products.
-------------------------

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

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

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

ImmuneRegen's  products and services could infringe on the intellectual property
--------------------------------------------------------------------------------
rights of others,  which may cause it to engage in costly  litigation and, if is
--------------------------------------------------------------------------------
not successful,  could cause it to pay substantial  damages and prohibit it from
--------------------------------------------------------------------------------
selling our products or servicing  ImmuneRegen's clients.
---------------------------------------------------------

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

If ImmuneRegen's  products violate  third-party  proprietary  rights,  it cannot
assure  you that it  would  be able to  arrange  licensing  agreements  or other
satisfactory resolutions on commercially reasonable terms, if at all. Any claims
made against us relating to the  infringement  of third-party  propriety  rights
could  result  in  the  expenditure  of  significant  financial  and  managerial

                                       18
<PAGE>

resources and  injunctions  preventing it from providing  services.  Such claims
could severely harm ImmuneRegen's financial condition and ability to compete.

Hazardous  materials  and  environmental  matters  could expose  ImmuneRegen  to
--------------------------------------------------------------------------------
significant costs.
------------------

ImmuneRegen may be required to incur significant costs to comply with current or
future  environmental  laws  and  regulations.  Although  ImmuneRegen  does  not
currently  manufacture  commercial  quantities of its proposed products, it does
produce  limited   quantities  of  these  products  for  its  clinical   trials.
ImmuneRegen's  research and development and manufacturing  processes involve the
controlled  storage,  use  and  disposal  of  hazardous  materials,   biological
hazardous  materials  and  radioactive  compounds.  ImmuneRegen  is  subject  to
federal,  state and local laws and regulations  governing the use,  manufacture,
storage,  handling  and  disposal of these  materials  and some waste  products.
Although  ImmuneRegen  believes  that its safety  procedures  for  handling  and
disposing of these materials comply with the standards  prescribed by these laws
and regulations, the risk of contamination or injury from these materials cannot
be completely eliminated. In the event of an incident, ImmuneRegen could be held
liable  for  any  damages  that  result,  and any  liability  could  exceed  our
resources.  Current  or  future  environmental  laws or  regulations  may have a
material adverse effect on ImmuneRegen's operations, business and assets.

                       RISKS RELATED TO CAPITAL STRUCTURE
                       ----------------------------------

There is no assurance of an established public trading market.
--------------------------------------------------------------

Although  our common  stock  trades on the NASD OTC  Bulletin  Board,  a regular
trading market for the  securities may not be sustained in the future.  The NASD
has enacted  recent  changes that limit  quotations on the OTC Bulletin Board to
securities  of  issuers  that  are  current  in  their  reports  filed  with the
Securities  and Exchange  Commission.  The effect on the OTC  Bulletin  Board of
these rule changes and other proposed changes cannot be determined at this time.
The OTC Bulletin Board is an inter-dealer, Over-The-Counter market that provides
significantly  less liquidity than the NASD's  automated  quotation  system (the
"NASDAQ Stock Market"). Quotes for stocks included on the OTC Bulletin Board are
not listed in the  financial  sections of newspapers as are those for the NASDAQ
Stock Market. Therefore, prices for securities traded solely on the OTC Bulletin
Board may be  difficult  to obtain and holders of common  stock may be unable to
resell  their  securities  at or near their  original  offering  price or at any
price.  Market  prices for our common  stock will be  influenced  by a number of
factors, including:

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

    o   changes in interest rates;

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

    o   variations in quarterly operating results;

    o   change in financial estimates by securities analysts;

    o   the depth and liquidity of the market for our common stock;

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

    o   general economic and other national conditions.

                                       19
<PAGE>

Our common stock could be considered a "penny stock."
-----------------------------------------------------

Our common stock could be  considered  to be a "penny  stock" if it meets one or
more of the definitions in Rules 15g-2 through 15g-6  promulgated  under Section
15(g) of the Securities Exchange Act of 1934, as amended.  These include but are
not  limited to the  following:  (i) the stock  trades at a price less than five
dollars  ($5.00)  per share;  (ii) it is NOT traded on a  "recognized"  national
exchange;  (iii) it is NOT quoted on the NASDAQ Stock Market, or even if so, has
a price less than five dollars (5.00) per share;  or (iv) is issued by a company
with net  tangible  assets  less than  $2,000,000,  if in  business  more than a
continuous three years, or with average revenues of less than $6,000,000 for the
past three years.  The principal  result or effect of being  designated a "penny
stock" is that  securities  broker-dealers  cannot  recommend the stock but must
trade in it on an unsolicited basis.

Broker-dealer requirements may affect trading and liquidity.
------------------------------------------------------------

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2
promulgated thereunder by the SEC require broker-dealers dealing in penny stocks
to provide  potential  investors  with a document  disclosing the risks of penny
stocks and to obtain a manually signed and dated written receipt of the document
before effecting any transaction in a penny stock for the investor's account.

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

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.

Sales of additional  equity  securities may adversely affect the market price of
--------------------------------------------------------------------------------
our common stock and your rights in we may be reduced.
------------------------------------------------------

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

                                       20
<PAGE>

We can issue  shares of  preferred  stock with  rights  superior to those of the
--------------------------------------------------------------------------------
holders of our common  stock.  Such  issuances  can dilute the tangible net book
--------------------------------------------------------------------------------
value of shares of our common stock.
------------------------------------

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

We have no intention to pay dividends.
--------------------------------------

We have never  declared or paid any  dividends on our  securities.  We currently
intend to retain our earning for funding growth and, therefore,  does not expect
to pay any dividends in the foreseeable future.

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

The term  "disclosure  controls  and  procedures"  refers  to the  controls  and
procedures of a company that are designed to ensure that information required to
be  disclosed  by a company in the reports that it files under Rules 13a - 14 of
the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed,
summarized and reported  within  required time periods.  Within 90 days prior to
the date of filing of this report  (the  "Evaluation  Date"),  we carried out an
evaluation  under  the  supervision  and with  the  participation  of our  Chief
Executive  Officer  and Chief  Financial  Officer  of the  effectiveness  of our
disclosure  controls  and  procedures.  Based  on  that  evaluation,  our  Chief
Executive  Officer and Chief  Financial  Officer have concluded  that, as of the
Evaluation  Date,  such controls and procedures  were effective in ensuring that
required information will be disclosed on a timely basis in our periodic reports
filed with the Securities and Exchange Commission under the Exchange Act.

Changes in Internal Controls
----------------------------

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



                                       21
<PAGE>


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        None.

Item 2. Changes in Securities and Use of Proceeds

On May 12, 2003,  an aggregate of 7,528,400  shares of the  Registrant's  common
stock was sold and issued in a private offering  pursuant to Regulation D of the
Securities  Act  of  1933  in  exchange  for  the  cancellation  of  $75,284  of
indebtedness.

Effective as of July 2, 2003,  GPN completed the Merger that was entered into by
and between GPN and ImmuneRegen, which set forth the terms and conditions of the
business  combination  between  the  parties,  as a result of which  ImmuneRegen
became  a  wholly-owned   subsidiary  of  GPN.  Pursuant  to  the  Merger,   the
stockholders  of ImmuneRegen  received an aggregate of 10,531,585  shares of our
common stock,  representing  approximately 89.9% of our outstanding common stock
immediately  following  the Merger.  Our common stock is listed for quotation on
the National Association of Securities Dealers,  Inc.'s OTC Bulletin Board under
the symbol "GPNN."

Item 3. Defaults Upon Senior Securities

        None.

Item 4: Submission of Matters to a Vote of Security Holders

On May 26,  2003,  the  Registrant's  Board  of  Directors  unanimously  adopted
resolutions   declaring  the  advisability   of,  and   recommending   that  its
stockholders approve, a  one-for-twenty  reverse stock split. In connection with
the  adoption of this  resolution,  the Board of  Directors  elected to seek the
written  consent of the  holders of a majority of the  Registrant's  outstanding
shares in order to  reduce  the costs and  implement  the  proposal  in a timely
manner.  On May 26, 2003, two individuals who collectively  owned  approximately
88% of the  Registrant's  common stock on such date  consented in writing to the
reverse stock split.

Item 5. Other Information

        None.

Item 6. Exhibits and reports on Form 8-K

(a) Exhibits

31.1    Certification of Chief Executive Officer pursuant to Securities Exchange
        Act Rule 13a - 14(a).
31.2    Certification of Chief Financial Officer pursuant to Securities Exchange
        Act Rule 13a - 14(a).
32      Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

         None.


                                       22
<PAGE>


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 August 13, 2003

                             GPN Network, Inc.



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


                              By: /s/ Eric Hopkins
                                 ----------------------------------
                                  Eric Hopkins
                                  Chief Financial Officer



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