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 September 30, 2004

                                       or

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

           For the transition period from ___________ to _____________


                        Commission File Number: 033-05384


                          IR BioSciences Holdings, Inc.
             (Exact name of Registrant as specified in its charter)


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

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


       Registrant's telephone number, including area code: (408) 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 November 10,
2004 was 61,839,163.

<PAGE>
                       IR BIOSCIENCES, INC. AND SUBSIDIARY


                                TABLE OF CONTENTS



                                                                     Page Number
                                                                     -----------
PART     I. FINANCIAL INFORMATION

Item     1. Financial Statements:

            Condensed Consolidated Balance Sheet as of September 30, 2004..  F-1

            Condensed Consolidated Statement of Operations for the three
            months and nine months ended September 30, 2004 and 2003,
            and for the period of inception  (October 30, 2002) to
            September 30, 2004 ............................................  F-2

            Condensed  Consolidated  Statement of Cash Flows for the
            nine  months ended  September 30, 2004 and 2003,  and for
            the period of  inception (October 30, 2002) to
            September 30, 2004.............................................  F-3

            Condensed Consolidated Statement of Stockholder' Equity
            (Deficit) for the Period from inception (October 30, 2002)
            to September 30, 2004..........................................  F-5

            Notes to Consolidated Financial Statements.....................  F-8


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

Item     3. Controls and Procedures........................................   14


PART     II. OTHER INFORMATION

Item     1. Legal Proceedings..............................................   15

Item     2. Changes in Securities and Use of Proceeds......................   15

Item     3. Defaults Upon Senior Securities................................   15

Item     4. Submission of Matters to a Vote of Securities Holders..........   15

Item     5. Other Information..............................................   15

Item     6. Exhibits and Reports on Form 8-K...............................   15

Signatures.................................................................   16

                                        2
<PAGE>

ITEM 1.  FINANCIAL INFORMATION


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

                                                                September 30,
                                                                    2004
                                                                -----------

                                     Assets

Current assets

    Prepaid services and other assets                           $     2,300
                                                                -----------

      Total current assets                                            2,300

    Licensed proprietary rights, net                                  7,552
    Furniture and equipment, net                                      2,286
                                                                -----------

Total assets                                                    $    12,138
                                                                ===========

                     Liabilities and Stockholders' Deficit

Current liabilities
   Cash overdraft                                                     5,153
   Current portion of notes payable,
     net of discount                                              1,044,365
   Accounts payable and accrued liabilities                         899,831
                                                                -----------

      Total current liabilities                                   1,949,349

    Long-term notes payable, net of discount                         31,515

Commitments and Contingencies

Stockholders' deficit Preferred stock, 0.001 par value:
      10,000,000 shares authorized, no shares
      issued and outstanding                                             --
   Common stock, $0.001 par value; 100,000,000
      shares authorized; 29,621,776 shares
      issued and  outstanding                                        29,621
   Additional paid-in capital                                     4,555,194
   Deferred compensation                                           (597,853)
   Deficit Accumulated during the
      Development Stage                                          (5,955,688)
                                                                -----------

      Total stockholder's deficit                                (1,968,726)
                                                                -----------

Total liabilities and stockholders' deficit                     $    12,138
                                                                ===========

         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) Cumulative
                 Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                                                                   Cumulative
                                                                                                                   From
                                                                                                                   Inception
                                                 For the Three   For the Three    For the Nine    For the Nine    (October 30,
                                                  Months Ended    Months Ended    Months Ended    Months Ended      2002) to
                                                 September 30,   September 30,    September 30,   September 30,   September 30,
                                                      2004            2003            2004            2003            2004
                                                  ------------    ------------    ------------    ------------    ------------

<S>                                              <C>             <C>             <C>             <C>             <C>

Revenues                                          $         --    $         --    $         --    $         --    $         --

Operating expenses:
   Selling, general and administrative expenses      1,041,152         297,587       3,546,641         666,661       4,940,437
   Merger fees and costs                                   --          350,000              --         350,000         350,000
   Financing cost                                          --           90,000              --          90,000          90,000
                                                  ------------    ------------    ------------    ------------    ------------

      Total operating expenses                       1,041,152         737,587       3,546,641       1,106,661       5,380,437

Operating loss                                      (1,041,152)       (737,587)     (3,546,641)     (1,106,661)     (5,380,437)

Other expense:
   Interest expense                                    (70,612)        (89,020)       (506,427)       (111,662)       (575,251)
                                                  ------------    ------------    ------------    ------------    ------------

      Total other expense                              (70,612)        (89,020)       (506,427)       (111,662)       (575,251)
                                                  ------------    ------------    ------------    ------------    ------------

Loss before income taxes                            (1,111,764)       (826,607)     (4,053,068)     (1,218,323)     (5,955,688)

Provision for income taxes                                  --              --              --              --              --
                                                  ------------    ------------    ------------    ------------    ------------

Net Loss                                          $ (1,111,764)   $   (826,607)   $ (4,053,068)   $ (1,218,323)   $ (5,955,688)
                                                  ============    ============    ============    ============    ============

Net loss per share - basic and diluted            $      (0.04)   $      (0.04)   $      (0.15)   $      (0.06)   $      (0.27)
                                                  ============    ============    ============    ============    ============

Weighted average shares outstanding -
   basic and diluted                                29,040,133      23,379,818      27,129,221      20,604,880      22,094,881
                                                  ============    ============    ============    ============    ============

</TABLE>


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

                                       F-2

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

                                                                                    Cumulative
                                                                                    From
                                                                                    Inception
                                                    For the Nine    For the Nine   (October 30,
                                                    Months Ended    Months Ended     2002) to
                                                    September 30,   September 30,  September 30,
                                                        2004             2003          2004
                                                     -----------    -----------    -----------
<S>                                                <C>             <C>            <C>
Cash flows from operating activities:
   Net loss                                          $(4,053,068)   $(1,218,323)   $(5,955,688)
  Adjustments to reconcile net loss to  net
  cash used in operating activities:
  Non-cash compensation                                2,636,280         28,779      2,751,703
  Interest expense                                        74,517             --        143,141
  Amortization of discount on notes payable              406,360         60,582        708,662
  Depreciation and amortization                           12,454          9,470         25,216
  Changes in operating assets and liabilities:
        Prepaid services and other assets                 33,543        (49,043)        (2,299)
        Accounts payable and accrued expenses            440,970        290,906        847,158
                                                     -----------    -----------    -----------

   Net cash used in operating activities                (448,944)      (877,629)    (1,482,107)

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

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

Cash flows from financing activities:
   Proceeds from notes payable                           576,057        795,000      1,777,057
   Principal payments on notes payable                  (174,000)      (200,000)      (424,000)
   Proceeds from third parties for advances                   --        265,000         96,001
   Shares of stock sold for cash                          31,200         65,000         31,200
   Officer repayment of amounts paid on his behalf            --             --         19,880
   Cash paid on behalf of officer                             --        (19,880)       (19,880)
   Cash paid on amount due to officer                         --        (22,427)            --
                                                     -----------    -----------    -----------

   Net cash provided by financing activities             433,257        882,693      1,480,258

Net increase in cash and cash equivalents                (15,687)         1,760         (5,153)

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

Cash and cash equivalents at end of period           $    (5,153)   $    33,915    $    (5,153)
                                                     ===========    ===========    ===========

Cash paid during the period for:

                         Interest                    $     4,553    $    40,000    $    46,346

                         Taxes                       $        --    $        --    $        --

</TABLE>

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

                                       F-3
<PAGE>


Non-cash investing and financing activities:

In January 2004, the Company issued 800,000 shares  (post-split) of common stock
with a fair market value of $800,000 to a consultant.

In February 2004, the Company issued 40,000 shares (post-split)  of common stock
with a fair market value of $24,800 to a consultant.

In March 2004, the Company issued 1,051,600 shares  (post-split) of common stock
with a fair market value of $420,640 to a consultant.

In March 2004, the Company issued  500,000 shares  (post-split)  of common stock
with a fair market value of $250,000 to a consultant.

In March 2004,  the Company  issued 67,800 shares  (post-split)  of common stock
with a fair market value of $10,800 to consultants.

In March 2004,  the Company  issued 45,800 shares  (post-split)  of common stock
with a fair  market  value of $29,132 to a vendor in  satisfaction  of  accounts
payable.

In April 2004, the Company issued  200,000 shares  (post-split)  of common stock
with a fair market  value of $64,000 to its Chief  Financial  Officer is payment
for services rendered.

In May 2004, the Company  converted a Note Payable in the amount of $35,000 into
350,000 shares (post-split) of common stock.

In May 2004, the Company issued 125,000 shares (post-split) of common stock with
a fair market value of $25,000 to a consultant.

In May 2004, the Company issued 500,000 shares (post-split) of common stock with
a fair market value of $500,000 to a consultant.

In July through  September 2004, the Company issued 200,000 shares  (post-split)
of common stock with a fair market value of $82,000 to a consultant.

In July 2004, the Company issued  250,000  shares  (post-split)  of common stock
with a fair market value of $25,000 to a consultant.

In August 2004, the Company issued 100,000 shares  (post-split)  of common stock
with a fair market value of $14,000 to a consultant.

In August 2004, the Company issued 200,000 shares  (post-split)  of common stock
for conversion of a note payable of $30,000.

In July through August 2004, the Company issued 300,000 shares  (post-split)  of
common stock with a fair market value of $36,000 to as interest on a note.

In September  2004, the Company issued  127,276  shares  (post-split)  of common
stock with a fair market value of $16,910 to a consultant.

         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)
     Consolidated Statement of Deficiency in Stockholders' Equity From date
                of inception (October 30, 2002) to June 30, 2004

                                   (Unaudited)

<TABLE>
<CAPTION>
                                              COMMON STOCK
                                       ------------------------     AMOUNT PAID     DEFERRED     ACCUMULATED
                                         SHARES         AMOUNT     IN CAPITAL    COMPENSATION     DEFICIT        TOTAL
                                       ----------   -----------   -----------    -----------    -----------    -----------
<S>                                    <C>             <C>         <C>           <C>            <C>            <C>
Balance at October 30, 2002 (date)             --      $     --    $       --    $        --    $        --    $        --
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.......    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
</TABLE>

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

                                       F-5

<PAGE>

<TABLE>
<CAPTION>
                                             COMMON STOCK
                                       ------------------------   AMOUNT PAID     DEFERRED      ACCUMULATED
                                         SHARES         AMOUNT     IN CAPITAL    COMPENSATION     DEFICIT        TOTAL
                                       ----------   -----------   -----------    -----------    -----------    -----------
<S>                                    <C>             <C>         <C>           <C>            <C>            <C>
   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 year 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)
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 in January 2004 at
   $1.00 per share to a consultant
   for services ...................       800,000           800       799,200       (800,000)                           --
Shares issued in February 2004 to a
   consultant at $0.62 per share
   for services ...................        40,000            40        24,760        (24,800)                           --
Shares issued in March 2004 to a
   consultant at $0.40 per share
   for services ...................     1,051,600         1,052       419,588       (420,640)                           --
Shares issued in March 2004 to a
   consultant at $0.50 per share
   for services ...................       500,000           500       249,500       (250,000)                           --
Shares sold for cash in March 2004
   at $0.15 per share .............         8,000             8         1,192             --                         1,200
Shares issued in March 2004 at
   $0.2857 per share to consultants
   for services ...................        67,800            68        10,732             --                        10,800
Shares issued in March 2004 at
   $0.64 per share to consultants
   for services ...................        45,800            45        29,267             --                        29,312
Amortization of deferred
   compensation through March 2004             --            --            --        688,027                       688,027
Shares to be issued to a consultant
   at $0.41 per share for
   contracted services ............            --            --            --        (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 in April 2004 to
   officer at (0.32 per share for
   services .......................       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 .......................            --            --        52,500             --                        52,000
Issuance of warrants to officers
   and founder in May 2004 for
   services .......................            --            --       250,704             --                       250,704
Shares to a consultant in May 2004
   at $0.20 per share as a due
   diligence fee ..................       125,000           125        24,875             --                        25,000
Shares issued to a consultant in
   May 2004 at $1.00 per share for
   services .......................       500,000           500       499,500       (500,000)                           --
Beneficial Conversion Feature
   associated with notes payable
   issued in April, May, and June
   2004 ...........................            --            --        20,938             --                        20,938
Issuance of warrants to employees
   and consultants for services
   rendered in April through June
   2004 ...........................            --            --         5,427             --                         5,427
Amortization of deferred
   compensation through June 2004 .            --            --            --        952,069                       952,069


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

                                       F-6
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                            COMMON STOCK
                                       ------------------------   AMOUNT PAID     DEFERRED      ACCUMULATED
                                         SHARES         AMOUNT    IN CAPITAL     COMPENSATION     DEFICIT        TOTAL
                                       ----------   -----------   -----------    -----------    -----------    -----------
<S>                                    <C>             <C>         <C>           <C>            <C>            <C>

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)                           --
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 from July to
   September 2004 as interest
   on note payable.................       300,000           300        35,700                                       36,000
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..........       200,000           200        29,800             --                        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 a consultant in
   September  at $0.12 to $0.22
   for services rendered through
   September 2004                         127,276           127        16,783             --                        16,910
Issuance of warrants to employees
   and consultants for services
   through September, 2004                                             61,716                                       61,716
Amortization of deferred
   compensation through
   September, 2004                                                                   638,491                       638,491
Loss for the nine months ended
   September 30, 2004                                                                            (4,053,068)    (4,053,068)
                                       ----------   -----------   -----------    -----------    -----------    -----------
   Balance at September 30, 2004...    29,621,776   $    29,621   $ 4,555,194    $  (597,853)   $(5,955,688)   $(1,968,726)
                                       ==========   ===========   ===========    ===========    ===========    ===========
</TABLE>

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

                                       F-7
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2004
                                   (Unaudited)

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

General
-------

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

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals) considered  necessary for a fair presentation have been included.  The
results  from  operations  for the  three-month  and  nine-month  periods  ended
September  30, 2004 are not  necessarily  indicative  of the results that may be
expected  for  the  year  ended  December  31,  2004.  The  unaudited  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
December 31, 2003  financial  statements and footnotes  thereto  included in the
Company's Securities and Exchange Commission Form 10-KSB.

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

ImmuneRegen  BioSciences,  Inc.  ("Company"  or  "ImmuneRegen")  is  currently a
development  stage  company  under the  provisions  of  Statement  of  Financial
Accounting Standards ("SFAS") No. 7. The Company was incorporated under the laws
of the State of Delaware on October 30,  2002,  and has a December 31  year-end.
ImmuneRegen  is  a  biotechnology  company  and  plans  to  develop  and  market
applications   utilizing   modified   substance   P,   a   naturally   occurring
immunomodulator.

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

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

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

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No.  123,  "Accounting  for  Stock-Based  Compensation,"  to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
statement  amends  the  disclosure  requirements  of  SFAS  No.  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported  results.  The Company has chosen to continue to account
for stock-based  compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related  interpretations.  Accordingly,  compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the  Company's  stock at the date of the grant  over the  exercise  price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its  financial  reports for the year ended  December 31, 2002 and for
the subsequent periods.

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

ImmuneRegen BioSciences,  Inc., a private corporation, was formed on October 30,
2002  according to the laws of  Delaware.  On July 2, 2003,  GPN  Network,  Inc.
("Registrant")  and  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 21,063,170  shares (post split) of the  Registrant's  common stock.
The  transaction  contemplated  by the Agreement was intended to be a "tax-free"
reorganization pursuant to the provisions of Section 351 and 368(a)(1)(A) of the
Internal Revenue Code of 1986, as amended.

                                       F-8
<PAGE>

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

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

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

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

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

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

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

The  accompanying  balance  sheet as of September  30, 2004,  the  statements of
operations  for the three  months and nine months ended  September  30, 2004 and
2003,  and  for the  period  from  inception  to  September  30,  2004,  and the
statements of cash flows for the nine months ended September, 2004 and 2003, and
from the period of  inception  (October  30,  2002) to  September  30,  2004 are
unaudited.  These unaudited interim financial statements include all adjustments
(consisting of normal recurring accruals),  which, in the opinion of management,
are  necessary  for a fair  presentation  of the results of  operations  for the
periods presented. Interim results are not necessarily indicative of the results
to be expected for a full year.

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

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

Prepaid Services
----------------

Prepaid  services  consist of outside  services that the Company has paid for in
advance.  At September 30, 2004 this amount was $2,300 consisting of an employee
advance.

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 and nine months ended
September 30, 2004 was $232 and $696, respectively.


                                       F-9
<PAGE>

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 and nine months ended September 30,
2004 were $170 and $510,  respectively.  The amounts  depreciated  for the three
months and nine months ended September,  2003 were $170 and $340,  respectively.
The amount  depreciated  from the date of inception  (October 30, 2002)  through
June 30, 2004 was $1,019.

NOTE 2 - RELATED PARTY TRANSACTIONS

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

During the three months and nine months ended  September  30, 2004,  the Company
accrued $30,000 and $90,000,  respectively, in consulting fees payable to two of
the Company's founders.

In-One Contract
---------------

The  Company has  entered  into a series of  contracts  for  marketing,  website
development,  and website hosting with In-One Advertising "(In-One"),  a company
run by the spouse of the Company's CEO. Pursuant to these contracts,  during the
nine  months  ended  September  30,  2004,  the  Company  issues  91,600  shares
(post-split) of its common stock to with a value of $29,312 to In-One.

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

The Company  subleases  its office  space from  Foresight  Capital  Partners,  a
company  controlled by the Company's CEO. The rent cost is passed through to the
Company at the same rental rate that  Foresight  Capital  Partners is charged by
the facility's  primary  landlord.  Rent expense amounted to $7,196 and $24,332,
respectively, for the three and nine month periods ended September 30, 2004.

Stratum Consulting Agreement
----------------------------

On April 1, 2004, the Company  entered into a consulting  agreement with Stratum
Consulting Group, Inc. ("Stratum", "The Stratum Agreement") a company controlled
by the Company's  Secretary.  The Stratum Agreement has a term of twelve months,
and calls for Stratum to provide  financial  consulting to the Company in return
for the following:  200,000 shares  (post-split)  of the Company's  common stock
upon  execution  of the  agreement,  and the  number of shares of the  Company's
common  stock  equal to  $2,500  per month  for the term of the  agreement.  The
Stratum agreement also calls for a cash fee of an additional $2,500 per month.

During the three months ended  September 30, 2004,  the Company  issued  127,776
shares (post  reverse-split)  of common stock to Stratum,  and accrued $7,500 in
cash fees. At September 30, 2004,  the Company has accrued a total of $12,500 in
cash fees due to Stratum.

NOTE 3 - DEBT

At September 30, 2004, the Company had the following debt outstanding:


                                         Principal   Discount  Net Book Value
Current:                                 ---------   --------  --------------

Amended Secured Convertible
  Promissory Notes                      $  245,000  $      --    $    245,000

Fourth Quarter Secured Convertible
  Promissory Notes                         337,000         --         337,000

Senior Secured Promissory Note             154,500         --         154,500

Other Notes Payable                        310,653     (2,788)        307,865
                                         ---------   --------  --------------
                                        $1,047,153  $  (2,788)   $  1,044,365
                                         =========   ========  ==============

Long term:

Other Notes Payable                     $   35,000  $  (3,485)   $     31,515
                                         =========   ========  ==============

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

At  September  30,  2004,  the  Company had  outstanding  five  Amended  Secured
Convertible  Promissory  Notes in the  aggregate  amount of  $245,000.  Interest
accrued for the three and nine months  ended  September  30, 2004 was $4,940 and
$14,576,  respectively.  Total  accrued  interest  due on the  Amended  Notes at
September  30, 2004 was  $18,908.  At September  30,  2004,  these notes were in
default as they had not been paid at their  maturity  date.  All of the  Amended
Secured  Convertible  Promissory  Notes were either paid or  converted to common
stock in October and November 2004.

                                      F-10
<PAGE>

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

At  September  30,  2004,  the  Company had  outstanding  nine  Amended  Secured
Convertible  Promissory  Notes in the  aggregate  amount of  $337,000.  Interest
accrued for the three and nine months  ended  September  30, 2004 was $6,795 and
$21,622, respectively. Total accrued interest due on the Fourth Quarter Notes at
September 30, 2004 was $28,330.  At September 30, 2004, eight of the nine Fourth
Quarter Notes were in default as they had not been paid at their  maturity date.
All of the Fourth Quarter Secured Convertible  Promissory Notes were either paid
or converted to common stock in October and November 2004.

Senior Secured Promissory Notes
-------------------------------

At September 30, 2004, the Company had outstanding one Senior Secured Promissory
Note in the amount of  $154,500  (the "New  Senior  Note").  The New Senior Note
bears interest at the rate of 12% per annum and has a term of 90 days.  Interest
accrued  on the New Senior  Secured  Note for the three and nine  months  period
ending  September 30, 2004 was $4,672 and $7,924,  respectively.  The New Senior
Note is senior  secured  indebtedness  of the  Company and is secured by certain
collateral.  As  additional  incentive  to enter into the New Senior  Note,  the
Company  provided  600,000  shares  (post-split)  of the Company's  common stock
valued at $150,000.  During the three months ended  September 30, 2004,  the New
Senior Note was extended to October 11, 2004. As compensation  for extending the
due date of this note,  the Company  issued  300,000  shares of its common stock
with a fair value of $36,000. The New Senior Note was paid in November 2004.

Other Notes Payable
-------------------

At June 30, 2004,  the Company had  outstanding  eight other notes  payable (the
"Other Notes") in the aggregate  principal  amount of $211,581,  net of discount
associated  with  beneficial  conversion  features of $13,411.  These notes bear
interest  at rates  ranging  from 6% to 12% per annum.  During the three  months
ended  September 30, 2004, the Company  entered into five new note agreements in
the aggregate  amount of $133,100  bearing  interest at rates ranging from 8% to
12%  per  annum,  and  capitalized  $972 of  interest  on one of the  notes.  At
September 30, 2004 the Company had  outstanding a total of thirteen  Other Notes
in the aggregate amount of $345,653.  Eleven of these in the aggregate amount of
$307,865  (net of discount of $2,788) are due less than one year from  September
30, 2004;  two of these in the  aggregate  amount of $31,515 (net of discount of
$3,485)  are due in April  and May 2006.  Accrued  interest  on the Other  Notes
amounted to $5,725 for the $9,430 for the three and nine months ended  September
30, 2004,  respectively.  Three notes in the aggregate amount of $84,081 were in
default  at  September  30,  2004 as they have not been paid by their due dates.
Eight notes in the aggregate amount of $225,600 were either paid or converted to
common stock in October and November 2004.

NOTE 4 - EQUITY

Stock Split
-----------

On April 6, 2004, the Company effected a two-for-one forward split of its common
stock. The number of shares of common stock outstanding immediately prior to the
reverse split was 13,272,250;  the number of shares of common stock  outstanding
immediately after the reverse split was 26,544,500.  The accompanying  financial
statements reflect the effect of this stock split.

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

In January 2004,  the Company  entered into the Senior Note  Agreement (see Note
3). Pursuant to this agreement,  the Company issued to the lender 600,000 shares
(post-split) of the Company's  common stock valued at $600,000.  This amount was
charged to deferred  compensation and additional  paid-in capital,  and is being
amortized over the term of the 90 day term of the Senior Note.  During the three
months and six months ended June 30, 2004,  $106,667 and $600,000of this amount,
respectively, had been charged to non-cash compensation.

In January 2004, the Company issued 800,000 shares  (post-split) of common stock
with a fair market value of $800,000 to a consultant in exchange for services to
be  provided   through  January  2005.  This  amount  was  charged  to  deferred
compensation  and additional  paid-in  capital,  and is being amortized over the
term of the 360 day Agreement. During the three months and six months ended June
30, 2004, $204,444 and $362,222 of this amount,  respectively,  had been charged
to non-cash compensation.

In February  2004,  the Company issued 40,000 shares of common stock with a fair
market value of $24,800 to a consultant  in exchange for services to be provided
through  August  2004.  This  amount was charged to  deferred  compensation  and
additional paid-in capital,  and is being amortized over the term of the 180 day
Agreement.  During the three and six months  ended June 30,  2004,  $12,676  and
$19,564 of this amount, respectively, had been charged to non-cash compensation.

                                      F-11
<PAGE>

In March 2004, the Company issued 1,051,600 shares  (post-split) of common stock
with a fair market value of $420,640 to a consultant in exchange for services to
be provided through March 2005. This amount was charged to deferred compensation
and additional paid-in capital,  and is being amortized over the term of the 360
day Agreement. During the three and six months ended June 30, 2004, $107,497 and
$125,024 of this amount, respectively, been charged to non-cash compensation.

In March 2004, the Company issued  500,000 shares  (post-split)  of common stock
with a fair market value of $250,000 to a consultant in exchange for services to
be  provided  through  September  2004.  This  amount was  charged  to  deferred
compensation  and additional  paid-in  capital,  and is being amortized over the
term of the 180 day  Agreement.  During the three and six months  ended June 30,
2004,  $127,778 and $140,278 of this amount,  respectively,  had been charged to
non-cash compensation.

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

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

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

In April 2004, the Company  entered into the New Senior Note Agreement (see Note
3). Pursuant to this agreement,  the Company issued to the lender 600,000 shares
(post-split) of the Company's  common stock valued at $150,000.  This amount was
charged to deferred  compensation and additional  paid-in capital,  and is being
amortized  over the term of the 90 day term of the New Senior  Note.  During the
three  months and six months  ended June 30,  2004,  $103,846 of this amount had
been charged to non-cash compensation.

In April 2004, the Company issued  200,000 shares  (post-split)  of stock with a
market value of $64,000 to its Chief  Financial  Officer for services  rendered.
This amount was charged to non-cash compensation.

In May 2004,  the Company issued  350,000  shares  (post-split)  of stock with a
market  value of  $87,500  via  conversion  of a note  payable  in the amount of
$35,000.  The Company  recorded a charge to interest  expense for the beneficial
conversion feature of this transaction in the amount of $52,500.

In May 2004,  the Company issued  125,000  shares  (post-split)  of stock with a
market value of $25,000 to a consultant as a due diligence  fee. This amount was
charged to non-cash compensation.

In May 2004,  the Company issued  500,000  shares  (post-split)  of stock with a
market  value of $500,000 to a consultant  for  services to be rendered  through
December 2004. This value was determined as of the date the consulting agreement
was  signed,  which was in  December  2003.  This amount was charged to deferred
compensation  and additional  paid-in  capital,  and is being amortized over the
term of the  agreement.  During  the three and six months  ended June 30,  2004,
$268,493 of this amount has been charged to non-cash compensation.

In July 2004, the Company issued  250,000  shares  (post-split)  of stock with a
market value of $25,000 to a consultant for services to be rendered through July
2005. This amount was charged to deferred compensation.

In July and September  2004,  the Company  issued 200,000 shares of stock with a
market  value of $82,000 to a  consultant  for  services to be rendered  through
April 2005.  This amount was  charged to deferred  compensation  at the time the
contract with this consultant was signed in April 2005.

In July,  August, and September 2004, the Company issued 300,000 shares of stock
with a market value of $36,000 to a lender as  consideration  for  extending the
due date of a note payable. This amount was charged to interest expense.

In August 2004, the Company committed to issue 100,000 shares of common stock to
a consultant  for services  rendered  through July 2005.  These shares are to be
issued in October  2005.  The Company  charged  the $10,000  fair value of these
shares to deferred compensation.

In August  2004,  the Company  issued  100,000  shares of common stock at a fair
value of $14,000 to a  consultant  for services to be rendered  through  October
2004. The Company charged this amount to deferred compensation.

In August 2004, the Company issued 200,000 shares of common stock for conversion
of a note payable in the amount of $30,000.

                                      F-12
<PAGE>

In August  2004,  the Company  issued  125,000  shares of common stock at a fair
value of $20,000 to a consultant for services provided.

In September  2004,  the Company issued 127,276 shares of common stock at a fair
value of $16,910 to a consultant for services provided through September 2004.

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

NOTE  5 - SUBSEQUENT EVENTS

In  October  2004,   Company  completed  the  private  placement  (the  "Private
Placement")  of  19,600,000  shares of its common stock at a price of $0.125 per
share for gross proceeds of $2,450,000. The Company also converted approximately
$837,893 in notes  payable and $157,218 in vendor  payables at the same terms as
the Private  Placement  into  6,703,151  and  1,257,746  shares of common stock,
respectively.  Pursuant to the terms of the Private Placement,  the Company also
issued five-year  warrants to purchase  approximately  13,900,449  shares of the
Company's common stock at a price of $0.50.

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

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

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

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

Overview
--------

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

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

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

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

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

                                       3
<PAGE>

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

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

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

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

RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2004

Revenue
-------

We are in the development stage and have no revenue.

Sales, general, and administrative expenses
-------------------------------------------

Sales,  general,  and  administrative  expenses ("SG&A") were $1,041,162 for the
three months ended September 30, 2004, an increase of $743,565 or  approximately
250%  compared to SG&A of $297,587  during the three months ended  September 30,
2003.  For the three months ended  September  30,  2004,  this amount  consisted
primarily of non-cash compensation issued to consultants of $746,259,  legal and
accounting fees of $63,366,  other consulting fees of $56,550,  officer wages of
$43,750,  contract labor of $24,244,  and research and  development  expenses of
$22,709.  The increase was due primarily to an increase in the value of non-cash
compensation, which was $0 during the three months ended September 30, 2004.

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 $70,612 for the three months ended  September 30, 2004, an
decrease of $18,408 or approximately 21% compared to interest expense of $89,020
for the three months ended  September 30, 2003.  In the quarter ended  September
30,  2004,  interest  expense  consisted  of stock  issued for interest and loan
extension charges of $36,000,  interest accrued on notes payable of $22,930, and
amortization  of discount on notes payable of $11,682.  Interest  decreased from
the comparable  period of the prior year due to  amortization  of the beneficial
conversion features of notes payable during the three months ended September 30,
2003.

The Company expects interest expense to decrease during the coming twelve months
because  most of the  Company's  outstanding  debt was  converted  to  equity in
November 2004.

                                       4
<PAGE>

Net loss
--------

For the reasons  above,  the net loss for the three months ended  September  30,
2004 was $1,111,764,  an increase of $285,157 or 34.5% compared to a net loss of
$826,607 for the three months ended September 30, 2003.

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.

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2004

Revenue
-------

We are in the development stage and have no revenue.

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

SG&A expenses were  $3,546,641 for the nine months ended  September 30, 2004, an
increase of  $2,879,980 or  approximately  432% compared to SG&A of $666,661 for
the nine months  ended  September  30, 2003.  For the 2004  period,  this amount
consists primarily of non-cash compensation of $2,600,818,  legal and accounting
fees of  $249,077,  officer  wages of  $131,350,  consulting  fees of  $121,550,
research and development  costs of $84,519,  and contract labor of $65,747.  The
increase was due primarily to an increase in the value of non-cash compensation,
which was $0 during the nine months ended September 30, 2004.

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 $506,427 for the nine months ended  September 30, 2004, an
increase of  $394,765  or  approximately  354%  compared to interest  expense of
$111,662 for the nine months ended September 30, 2003. For the nine months ended
September 30, 2004, interest expense consists of amortization of the discount on
notes payable of $412,815,  and interest on notes payable of $57,612,  and stock
issued for interest and loan extension charges of $36,000.

The Company expects interest expense to decrease during the coming twelve months
because  most of the  Company's  outstanding  debt was  converted  to  equity in
November 2004.

Net loss
--------

For the reasons above, the net loss for the nine months ended September 30, 2004
was $4,053,068, an increase of $2,834,745 or approximately 35% compared to a net
loss of $1,218,323 for the nine months ended September 30, 2003.

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.

LIQUIDITY AND CAPITAL RESOURCES

At  September  30,  2004,  we had current  assets of $2,300  consisting  prepaid
services of $2,300.  Also at September 30, 2004, we had current  liabilities  of
$1,949,349  consisting  of a cash  overdraft  of $5,153,  notes  payable  net of
discount of $1,044,365 and accounts payable and accrued liabilities of $899,831.
This results in negative working capital of ($1,947,049). During the nine months
ended  September  30, 2004,  the Company used cash in  operating  activities  of
($448,944). From the date of inception (October 30, 2002) to September 30, 2004,
the Company has had a net loss of ($5,955,688) and has used cash of ($1,482,107)
in operating activities.

                                       5
<PAGE>

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. In October 2004,
the Company  completed  the private  placement of its common stock for the gross
amount of  $2,465,000.  It is expected  that in order to implement  its business
plan, the Company will require  additional  capital.  There can be absolutely no
assurance that we will be able to consummate future debt or equity financings in
a timely manner on a basis favorable to us, or at all.

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

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

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

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

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

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

From our inception  through the period ended September 30, 2004 , we have relied
on the services of outside  consultants  for services and have one (1) employee.
In order for us to attract and retain quality  personnel,  we anticipate we will
have to offer competitive  salaries to future  employees.  We anticipate that it
may  become  desirable  to add  additional  full and or part time  employees  to
discharge certain critical  functions during the next 12 months.  This projected
increase in  personnel is  dependent  upon our ability to generate  revenues and
obtain sources of financing. There is no guarantee that we will be successful in
raising  the  funds  required  or  generating  revenues  sufficient  to fund the
projected increase in the number of employees. As we continue to expand, we will
incur additional cost for personnel.

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

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

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.

                                       6
<PAGE>

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 September 30, 2004,  and is currently  experiencing
negative cash flow.  ImmuneRegen expects to continue to experience negative cash
flow and operating  losses through at least 2004 and possibly  thereafter.  As a
result,  ImmuneRegen  will need to  generate  significant  revenues  to  achieve
profitability.  If ImmuneRegen's  revenues grow more slowly than it anticipates,
or if its operating expenses exceed its expectations, ImmuneRegen may experience
reduced profitability.

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

ImmuneRegen's  independent  certified  public  accountants  have stated in their
report included in this Form 10-KSB that the Company has incurred a net loss and
negative cash flows from operations of $5,955,688 and $1,482,107,  respectively,
for the period of  inception of October 30, 2002 to  September  30, 2004,  and a
lack of operational history,  among other matters,  that raise substantial doubt
about its ability to  continue as a going  concern,  which  contemplates,  among
other things,  the realization of assets and  satisfaction of liabilities in the
normal course of business. The effect of this going concern would materially and
adversely affect  ImmuneRegen's  ability to raise capital, its relationship with
potential suppliers and customers, and have other unforeseen effects.

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

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

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

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

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

o    The time and costs involved in obtaining regulatory approvals;

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

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

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

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 we are unable to do
so, ImmuneRegen's business will not be successful.

                                       7
<PAGE>

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

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

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

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

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

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

Clinical  testing,  manufacture,  promotion,  export  and sale of  ImmuneRegen's
proposed products are subject to extensive  regulation by numerous  governmental
authorities in the United States,  principally the FDA, and corresponding  state
and  foreign  regulatory   agencies.   This  regulation  may  delay  or  prevent
ImmuneRegen  from   commercializing   proposed   products.   Noncompliance  with
applicable  requirements can result in, among other things, fines,  injunctions,
seizure  or recall of such  products,  total or  partial  suspension  of product
manufacturing  and  marketing,  failure  of the  government  to grant  premarket
approval,  withdrawal  of  marketing  approvals  and criminal  prosecution.  The
regulatory  process for new  therapeutic  drug products,  including the required
preclinical studies and clinical testing, is lengthy and expensive.  ImmuneRegen
may not receive necessary FDA clearances for any of its potential  products in a
timely  manner,  or at all.  The length of the  clinical  trial  process and the
number of patients the FDA will require to be enrolled in the clinical trials in
order to establish the safety and efficacy of ImmuneRegen's proposed products is
uncertain.

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.

                                       8
<PAGE>

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  subject  manufacturers to possible FDA regulatory  action and as a
result, may have a material adverse effect on ImmuneRegen.  ImmuneRegen,  or its
contract manufacturers,  if any, may not be able to maintain compliance with the
FDA's GMP  requirements on a continuing  basis.  Failure to maintain  compliance
could have a material adverse effect on ImmuneRegen.

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

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

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

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

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

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

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

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

                                       9
<PAGE>

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

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

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

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

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

PRODUCT LIABILITY EXPOSURE MAY EXPOSE IMMUNEREGEN TO SIGNIFICANT LIABILITY.

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

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

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.

                                       10
<PAGE>

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

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

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

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

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

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

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


                                       11
<PAGE>

RISKS RELATED TO CAPITAL STRUCTURE

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

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

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

o        ImmuneRegen's financial position and results of operations;

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

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

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

o        U.S. and foreign governmental regulatory actions;

o        Actual or anticipated changes in drug reimbursement policies;

o        Developments with ImmuneRegen's collaborators, if any;

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

o        Status of litigation;

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

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

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

o        Market conditions for life science stocks in general.

THERE IS NO ASSURANCE OF AN ESTABLISHED PUBLIC TRADING MARKET.

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

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

o        Changes in interest rates;

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

o        Variations in quarterly operating results;

                                       12
<PAGE>

o        Change in financial estimates by securities analysts;

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

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

o        General economic and other national conditions.

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

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

BROKER-DEALER REQUIREMENTS MAY AFFECT TRADING AND LIQUIDITY.

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

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

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

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

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

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

                                       13
<PAGE>

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

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

WE HAVE NO INTENTION TO PAY DIVIDENDS.

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

ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

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

(b) Changes in internal controls

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

                                       14
<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2.  Changes in Securities and Use of Proceeds

         (a) None.
         (b) None.
         (c) During the three months ended September 30, 2004, we issued a total
         of 1,302,276  shares of our Common Stock to consultants and lenders for
         their  marketing,  investor  relations  and  advisory  services  and as
         interest  and  loan  extension  fees.   145,000  of  these  shares  are
         registered with Form S-8 of the Securities and Exchange Commission, and
         1,157,276 of these shares are considered  exempt from  registration  by
         reason of the Section 4(2) of the Securities Act of 1933.
         (d) None.

Item 3. Defaults Upon Senior Securities None.

Item 4: Submission of Matters to a Vote of Securities Holders None.

Item 5: Other Information None.

Item 6. Exhibits and Reports on Form 8-K


(a) Exhibits

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

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

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

(b) Reports on Form 8-K

          None.

                                       15
<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 November 22, 2004.



                                    IR BioSciences Holdings, Inc.


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



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