FORM 10-QSB/A
                                 Amendment No. 1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the quarterly period ended March 31, 2004

                                       or

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

           For the transition period from ___________ to _____________


                        Commission File Number: 033-05384


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


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


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



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



                                       N/A
                             -----------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)


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

                  Yes   X                            No
                     -------                           --------

The number of shares outstanding of Registrant's  common stock as of May 6, 2004
was 28,194,500.


<PAGE>



                       IR BIOSCIENCES, INC. AND SUBSIDIARY


                                TABLE OF CONTENTS



                                                                    Page Number

PART I.     FINANCIAL INFORMATION

  Item 1.   Financial Statements:

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

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

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

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

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

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

  Item 3.   Controls and Procedures.........................................27


PART II.    OTHER INFORMATION

  Item 1.   Legal Proceedings...............................................27

  Item 2.   Changes in Securities and Use of Proceeds.......................27

  Item 3.   Defaults Upon Senior Securities.................................27

  Item 4.   Submission of Matters to a Vote of Securities Holders...........27

  Item 5.   Other Information...............................................27

  Item 6.   Exhibits and Reports on Form 8-K................................28

            Signatures......................................................28



<PAGE>

ITEM 1.  FINANCIAL INFORMATION

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


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

                                     Assets

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

      Total current assets                                             24,855

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

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

                      Liabilities and Stockholders' Deficit

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

      Total current liabilities                                     1,385,057

Commitments and Contingencies

Stockholders' deficit
  Preferred stock, 0.001 par value: 10,000,000 shares
    authorized, no shares issued and outstanding                           --
  Common stock, $0.001 par value; 100,000,000 shares
    authorized; 26,544,500 shares issued and outstanding               26,544
  Additional paid-in capital                                        3,169,080
  Deferred compensation                                            (1,407,413)
  Deficit Accumulated during the Development Stage                 (3,137,772)
                                                                  --------------
      Total stockholders' deficit                                  (1,349,561)

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

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


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


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

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



Revenues                                                             $         --    $         --    $               --

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

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

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

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

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

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

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

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

</TABLE>



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Net loss for the twelve month period
     ended December 31, 2003                               --        --            --             --     (1,856,702)    (1,856,702)

                                                   ----------   -------   -----------    -----------    -----------    -----------
 Balance at December 31, 2003 - Audited            23,431,300    23,431     1,035,441             --     (1,902,620)      (843,748)

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

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

Shares granted at $1.00 per share pursuant to
     the Senior Note Agreement in January 2004        600,000       600       599,400       (600,000)            --             --

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

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

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

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

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

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

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

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

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

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


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

6
<PAGE>

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

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

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

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

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

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

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

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

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

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


            Cash paid during the period for:

                                    Interest                      $        953   $         --    $           42,746

                                       Taxes                      $         --   $         --    $               ---

</TABLE>

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

7
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2004
                                   (Unaudited)

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

General
-------

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

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

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

IR  BioSciences  Holdings,  Inc.  ("Company")  is currently a development  stage
company  under the  provisions  of Statement of Financial  Accounting  Standards
("SFAS")  No. 7. The  Company  was  incorporated  under the laws of the State of
Delaware,  and has a December 31  year-end.  The  Company  has one  wholly-owned
subsidiary:  ImmuneRegen BioSciences,  Inc. ImmuneRegen  BioSciences,  Inc. is a
Delaware Corporation,  and was incorporated on October 30, 2002. Currently,  all
of our Company's operations are conducted by ImmuneRegen BioSciences, Inc.

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

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

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

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

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

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

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

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

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

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

8
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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

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

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

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

The  accompanying  balance  sheet  as of  March  31,  2004,  the  statements  of
operations  for the three  months  ended  March 31,  2004 and 2003,  and for the
period from  inception to March 31, 2004,  and the  statements of cash flows for
the three months ended March 31, 2004 and 2003, and from the period of inception
(October  30, 2002) to March 31, 2004 are  unaudited.  These  unaudited  interim
financial  statements  include all adjustments  (consisting of normal  recurring
accruals),  which,  in the  opinion  of  management,  are  necessary  for a fair
presentation  of the results of operations  for the periods  presented.  Interim
results are not necessarily  indicative of the results to be expected for a full
year.

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

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


Long-Lived Assets
------------------

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



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

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

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

The Company has licensed from its founders certain  proprietary rights which the
Company  intends  to  utilize  in the  execution  of its  business  plan.  These
proprietary  rights are being amortized over the term of the license  agreement,
or ten years.  The amount amortized during the three months ended March 31, 2004
and 2003 was $232. The Company  amortized $1,235 for the period from October 30,
2002 (inception) to March 31, 2004.

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

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

                  Computer equipment                  3 years
                  Furniture                            7 years

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

NOTE 2 -  NEW ACCOUNTING PRONOUNCEMENTS
                                       -

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

NOTE 3 -    RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

NOTE 4 - DEBT

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

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

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


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

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

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

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


NOTE 5 - EQUITY

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

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

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

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

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

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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

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


NOTE  6 - SUBSEQUENT EVENTS

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

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

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

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

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

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

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

12
<PAGE>


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

                Special note regarding forward-looking statements
                ---------------------------------------------------

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.



EXCEPT FOR HISTORICAL  INFORMATION  CONTAINED  HEREIN,  THE MATTERS DISCUSSED IN
THIS  QUARTERLY  REPORT  FORM  10-QSB ARE  FORWARD-LOOKING  STATEMENTS  THAT ARE
SUBJECT TO CERTAIN RISKS AND  UNCERTAINTIES  THAT COULD CAUSE ACTUAL  RESULTS TO
DIFFER MATERIALLY FROM THOSE SET FORTH IN SUCH FORWARD-LOOKING  STATEMENTS. SUCH
FORWARD-LOOKING   STATEMENTS   MAY  BE   IDENTIFIED   BY  THE  USE  OF   CERTAIN
FORWARD-LOOKING  TERMINOLOGY,  SUCH AS "MAY," "EXPECT,"  "ANTICIPATE," "INTEND,"
"ESTIMATE,"   "BELIEVE,"  OR  COMPARABLE  TERMINOLOGY  THAT  INVOLVES  RISKS  OR
UNCERTAINTIES.  ACTUAL  FUTURE  RESULTS  AND TRENDS MAY DIFFER  MATERIALLY  FROM
HISTORICAL AND ANTICIPATED RESULTS,  WHICH MAY OCCUR AS A RESULT OF A VARIETY OF
FACTORS.  SUCH RISKS AND  UNCERTAINTIES  INCLUDE,  WITHOUT  LIMITATION,  FACTORS
DESCRIBED  UNDER "RISK FACTORS" AND ELSEWHERE IN THIS  QUARTERLY  REPORT ON FORM
10-Q.  EXCEPT FOR OUR ONGOING  OBLIGATION TO DISCLOSE  MATERIAL  INFORMATION  AS
REQUIRED BY FEDERAL  SECURITIES  LAWS, WE DO NOT INTEND TO UPDATE YOU CONCERNING
ANY FUTURE  REVISIONS TO ANY  FORWARD-LOOKING  STATEMENTS  TO REFLECT  EVENTS OR
CIRCUMSTANCES OCCURRING AFTER THE DATE OF THIS REPORT.



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.

13
<PAGE>

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

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

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

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

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

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

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2004

Revenue
-------

We are in the development stage and have no revenue.

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

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

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

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

14
<PAGE>

Net Loss
--------

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

LIQUIDITY AND CAPITAL RESOURCES

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

The Company  currently has no revenue.  There is no guarantee  that our business
model will be successful, or that we will be able to generate sufficient revenue
to fund future operations.  As a result, we expect our operations to continue to
use net cash,  and that we will be  required to seek  additional  debt or equity
financings during the coming quarters. Since Inception, the Company has financed
its operations  through debt and equity financing.  While we have raised capital
to meet  our  working  capital  and  financing  needs  in the  past,  additional
financing  is  required in order to meet our  current  and  projected  cash flow
deficits  from  operations  and  developmentIt  is  expected  that in  order  to
implement its business plan, the Company will require additional capital.  There
can be absolutely no assurance that we will be able to consummate future debt or
equity financings in a timely manner on a basis favorable to us, or at all.

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

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

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

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

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

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

From our  inception  through the period ended March 31, 2004 , we have relied on
the services of outside consultants for services and have one _(1) employee. Our
sole full time employee is our Chief Executive Officer,  Michael K. Wilhelm.  In
order for us to attract and retain quality personnel, we anticipate we will have
to offer  competitive  salaries to future  employees.  We anticipate that it may
become  desirable to add additional full and or part time employees to discharge
certain critical functions during the next 12 months. This projected increase in
personnel is dependent upon our ability to generate  revenues and obtain sources
of  financing.  There is no guarantee  that we will be successful in raising the
funds required or generating  revenues sufficient to fund the projected increase
in the number of employees.  As we continue to expand,  we will incur additional
cost for personnel.


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

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

15
<PAGE>



RISK FACTORS

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

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

ImmuneRegen  has  incurred  a  substantial  net  loss  for the  period  from its
inception in October 2002 to March 31, 2004,  and we are currently  experiencing
negative cash flow.  We expect 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 our  revenues  grow  more  slowly  than we  anticipate,  or if its  operating
expenses exceed its expectations, we may experience reduced profitability.

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

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

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

ImmuneRegen has focused on product development and has not generated any revenue
to date. We have incurred operating losses since our inception.

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

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

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

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

16
<PAGE>

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

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

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

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

     o    ensure  that our  products  function  as  intended  in human  clinical
          applications;
     o    obtain the regulatory  approvals  necessary to commercialize  products
          that we may develop in the future;
     o    manufacture,  or arrange  for  third-parties  to  manufacture,  future
          products in a manner that will enable us to be profitable;
     o    establish  many  of  the  business  functions  necessary  to  operate,
          including sales,  marketing,  administrative and financial  functions,
          and establish appropriate financial controls;
     o    make,  use, and sell future  products  without  infringing  upon third
          party intellectual property rights; or,
     o    respond effectively to competitive pressures.

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

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

We require substantial  working capital to fund our operations.  Since we do not
expect to generate  significant  revenues in the foreseeable future, in order to
fund operations,  we will be completely  dependent on additional debt and equity
financing  arrangements.  As of March 31,  2004,  our cash and cash  equivalents
totaled  approximately  $24,855.  Based on our current  plans,  we believe these
financial resources, and interest earned thereon, will be sufficient to meet our
operating expenses and capital requirements for at least the next 30 days. There
is no  assurance  that any  financing  will be  sufficient  to fund our  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 us. If we are unable to raise needed funds on acceptable  terms, we
will not be able to develop or enhance our  products,  take  advantage of future
opportunities or respond to competitive pressures or unanticipated requirements.
A material  shortage of capital will  require us to take  drastic  steps such as
reducing our level of  operations,  disposing  of selected  assets or seeking an
acquisition  partner.  If cash is insufficient,  we will not be able to continue
operations.

We expect to require  substantial  additional funds in order to finance our drug
discovery and development programs,  fund operating expenses,  pursue regulatory
clearances,  develop  manufacturing,   marketing  and  sales  capabilities,  and
prosecute and defend our intellectual  property  rights.  We may seek additional
funding   through   public  or  private   financing  or  through   collaborative
arrangements with strategic partners.

You should be aware that in the future:

     o    we may not obtain additional  financial resources when necessary or on
          terms favorable to us, if at all; and,
     o    any available additional financing may not be adequate.

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If we cannot raise additional funds when needed, or on acceptable terms, we will
not be able to continue to develop our drug candidates.  We require  substantial
working  capital  to fund our  operations.  Since we do not  expect to  generate
significant revenues in the foreseeable future, in order to fund operations,  we
will  be  completely   dependent  on  additional   debt  and  equity   financing
arrangements.  There is no assurance  that any  financing  will be sufficient to
fund our capital  expenditures,  working capital and other cash requirements for
the next 12 months.  Our working capital as of March 31, 2004 was  $(1,360,202).
No assurance can be given that any such additional  funding will be available or
that, if available,  can be obtained on terms  favorable to us. If we are unable
to raise needed  funds on  acceptable  terms,  we will not be able to develop or
enhance our  products,  take  advantage  of future  opportunities  or respond to
competitive  pressures or  unanticipated  requirements.  A material  shortage of
capital  will  require us to take  drastic  steps such as reducing  our level of
operations,  disposing of selected assets or seeking an acquisition  partner. If
cash is insufficient, we will not be able to continue operations.

ALL OUR  APPLICATIONS  ARE ALL DERIVED FROM THE USE OF HOMSPERA.  IF HOMSPERA IS
FOUND TO BE UNSAFE OR INEFFECTIVE, OUR BUSINESS WOULD BE MATERIALLY HARMED.

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

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

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

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

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

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

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<PAGE>

THE MARKET FOR TREATING ACUTE RADIATION  SYNDROME IS UNCERTAIN AND WE MAY NOT BE
ABLE TO SUCCESSFULLY COMMERCIALIZE RADILEX.

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

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

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

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

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

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

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

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

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

Additionally,   the  FDA's  policies  may  change  and   additional   government
regulations may be enacted,  which could prevent or delay regulatory approval of
our applications.  We cannot predict the likelihood, nature or extent of adverse
government  regulation that may arise from future  legislation or administrative
action,  either in the United  States or abroad.  If we are not able to maintain
regulatory  compliance,  we might not be permitted to market our future products
and our business could suffer.

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

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

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

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

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

     o    delays in obtaining regulatory approvals to commence a study;

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

     o    delays in the enrollment of patients;

     o    lack of efficacy during clinical trials; or,

     o    unforeseen safety issues.

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

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

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

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

     o    suspending manufacturing; or,

     o    withdrawing marketing clearance.

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

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

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<PAGE>

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

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

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

     o    we may not have the  financial  resources  to  continue  research  and
          development of any of our drug candidates; and,
     o    we may not be able to enter into collaborative  arrangements  relating
          to any drug candidate subject to delay in regulatory filing.

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

     o    delays in enrolling volunteers;
     o    interruptions  in the  manufacturing  of our drug  candidates or other
          delays in the  delivery of  materials  required for the conduct of our
          studies;
     o    lower than anticipated retention rate of volunteers in a trial;
     o    unfavorable efficacy results;
     o    serious side effects experienced by study participants relating to the
          drug candidate;
     o    new communications from regulatory agencies about how to conduct these
          studies; or,
     o    failure to raise additional funds.

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

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

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

OUR  LACK  OF  COMMERCIAL  MANUFACTURING,   SALES,  DISTRIBUTION  AND  MARKETING
EXPERIENCE MAY PREVENT US FROM SUCCESSFULLY COMMERCIALIZING PRODUCTS.

The  manufacturing  process of our  proposed  products  is expected to involve a
number  of  steps  and  requires   compliance  with  stringent  quality  control
specifications imposed by us and by the FDA. We have no experience in the sales,
marketing and distribution of pharmaceutical or biotechnology  products. We have
not  manufactured  any of our  products  in  commercial  quantities.  We may not
successfully make the transition from manufacturing clinical trial quantities to
commercial   production   quantities   or  be  able  to  arrange  for   contract
manufacturing and this could prevent us from  commercializing  products or limit
our profitability from our products.

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<PAGE>

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

We may enter into arrangements with contract manufacturing companies in order to
meet  requirements  for our  products  or to attempt  to  improve  manufacturing
efficiency.  If we  choose  to  contract  for  manufacturing  services,  we  may
encounter costs,  delays and/or other  difficulties in producing,  packaging and
distributing  our  clinical  trials  and  finished  product.  Further,  contract
manufacturers must also operate in compliance with the GMP requirements; failure
to do so could  result in, among other  things,  the  disruption  of our product
supplies. Our potential dependence upon third parties for the manufacture of our
proposed  products may  adversely  affect our profit  margins and our ability to
develop and deliver proposed products on a timely and competitive basis. For the
manufacture of the applications under development,  we obtain synthetic peptides
from third party  manufacturers.  A  synthesized  version of Homspera is readily
available at low cost from several life science and  technology  companies  that
provide  biochemical and organic  chemical  products and kits used in scientific
and  genomic  research,   biotechnology,   pharmaceutical  development  and  the
diagnosis  of  disease  and  chemical  manufacturing.  If any of these  proposed
manufacturing  operations prove  inadequate,  there may be no assurance that any
other  arrangements  may be  established  on a  timely  basis  or that we  could
establish other manufacturing  capacity on a timely basis.  Although, we believe
that the synthetic substance P and other materials necessary to produce Homspera
are readily available from various sources, and several suppliers are capable of
supplying substance P in both clinical and commercial quantities, our dependence
on such manufacturers,  may delay or impair our ability to generate revenues, or
adversely affect our profitability.

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

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

THE MEDICAL COMMUNITY MAY NOT ACCEPT AND UTILIZE  HOMSPERA,  WHICH WOULD PREVENT
US FROM SUCCESSFULLY COMMERCIALIZING THE PRODUCT.

Our ability to market and  commercialize  Homspera depends on the acceptance and
utilization  of  Homspera  by the  medical  community.  We will need to  develop
commercialization  initiatives  designed  to  increase  awareness  about  us and
Homspera  among  targeted  audiences,  including  public  health  activists  and
community-based outreach groups in addition to the investment community.

Currently,  we have not developed any such initiatives.  Without such acceptance
of Homspera, the product upon which we expect to be substantially  dependent, we
may not be able to successfully commercialize Homspera or generate revenue.

PRODUCT LIABILITY EXPOSURE MAY EXPOSE US TO SIGNIFICANT LIABILITY OR COSTS.

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

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

The biotechnology and pharmaceutical  industries are intensely  competitive.  We
have numerous  competitors  in the United States and  elsewhere.  Because we are
pursuing  potentially large markets, our competitors include major multinational
pharmaceutical  companies,  specialized biotechnology firms and universities and
other research institutions. Several of these entities have already successfully


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<PAGE>

marketed  and  commercialized  products  that will  compete  with our  products,
assuming  that  our  products  gain  regulatory  approval.  Competitors  such as
Hollis-Eden Pharmaceuticals,  Inc. have developed or are developing products for
the treatment of severe acute radiation injury.  Companies such as VaxGen, Inc.,
Acambis plc and Emergent  BioSolutions have developed or are developing vaccines
against infectious diseases, including anthrax.

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

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

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

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

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

We own or have  obtained a license to 4 issued U.S.  and  foreign  patents and 8
pending U.S. and foreign patent applications. Our success will depend in part on
our ability to obtain additional United States and foreign patent protection for
our drug  candidates  and  processes,  preserve  our trade  secrets  and operate
without   infringing  the  proprietary   rights  of  third  parties.   We  place
considerable  importance on obtaining  patent  protection  for  significant  new
technologies, products and processes.

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


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<PAGE>

The U.S. Patent and Trademark Office, commonly referred to as the USPTO, and the
courts  have  not  consistently   treated  the  breadth  of  claims  allowed  in
biotechnology patents. If the USPTO or the courts begin to allow broader claims,
the  incidence  and  cost of  patent  interference  proceedings  and the risk of
infringement litigation will likely increase. On the other hand, if the USPTO or
the courts begin to allow narrower claims,  the value of our proprietary  rights
may be limited. Any changes in, or unexpected interpretations of the patent laws
may adversely affect our ability to enforce our patent position.

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

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

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

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

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

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

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

In addition,  if another party claims the same subject  matter or subject matter
overlapping  with the  subject  matter that we have  claimed in a United  States
patent  application  or patent,  we may decide or be required to  participate in
interference  proceedings  in the United States  Patent and Trademark  Office in
order to  determine  the  priority of  invention.  Loss of such an  interference
proceeding would deprive us of patent protection  sought or previously  obtained
and could prevent us from  commercializing  our products.  Participation in such
proceedings  could  result in  substantial  costs,  whether or not the  eventual
outcome  is  favorable.  These  additional  costs  could  adversely  affect  our
financial results.

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<PAGE>

COMPLIANCE WITH  ENVIRONMENTAL LAWS OR REGULATIONS COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.

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


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

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

OUR  COMPLIANCE  WITH  SECURITIES  LAWS,  RULES AND  REGULATIONS TO WHICH WE ARE
SUBJECT  COULD   SUBSTANTIALLY   INCREASE  OUR  OPERATING  EXPENSES  AND  DIVERT
MANAGEMENT'S ATTENTION FROM THE OPERATION OF OUR BUSINESS.

Because  our common  stock is  publicly  traded,  we are subject to a variety of
rules and regulations of federal,  state and financial market exchange  entities
charged with the  protection of investors  and the oversight of companies  whose
securities are publicly  traded.  These entities,  including the SEC, the Public
Company  Accounting  Oversight  Board  and the NASD  OTC  Bulletin  Board,  have
recently issued new  requirements  and regulations and are currently  developing
additional  regulations  and  requirements in response to recent laws enacted by
Congress,  most notably the Sarbanes-Oxley Act of 2002. As certain rules are not
yet  finalized,  we do not know the level of resources we will have to commit in
order to be in  compliance.  Our  compliance  with current and proposed rules is
likely to  require  the  commitment  of  significant  financial  and  managerial
resources.  As a result, our management's attention might be diverted from other
business concerns, which could negatively affect our business.

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

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

TRADING IN OUR SECURITIES  COULD BE SUBJECT TO EXTREME PRICE  FLUCTUATIONS  THAT
COULD ADVERSELY AFFECT YOUR INVESTMENT.

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

     o    biological or medical  discoveries  by  competitors;
     o    public concern about the safety of our drug candidates;
     o    delays in the  conduct or  analysis  of our  preclinical  or  clinical
          studies;
     o    unfavorable results from preclinical or clinical studies;
     o    unfavorable  developments  concerning  patents  or  other  proprietary
          rights; or
     o    unfavorable domestic or foreign regulatory developments;


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<PAGE>

may have the effect of temporarily or permanently  driving down the price of our
common  stock.  In  addition,  the stock  market  from time to time  experiences
extreme  price and  volume  fluctuations  which  particularly  affect the market
prices for emerging and life  sciences  companies,  such as ours,  and which are
often  unrelated to the operating  performance  of the affected  companies.  For
example,  our stock price has ranged from $0.01 to $4.50 between January 1, 2003
and March 31, 2004.

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

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

Our common  stock is  currently  traded on a limited  basis on the OTC  Bulletin
Board (the  "OTCBB")  under the  symbol  "IRBO".  The OTCBB is an  inter-dealer,
Over-The-Counter  market that provides  significantly  less  liquidity  than the
NASDAQ Stock Market.  Quotes for stocks  included on the OTCBB are not listed in
the  financial  sections of newspapers as are those for the NASDAQ Stock Market.
Therefore,  prices for securities traded solely on the OTCBB may be difficult to
obtain and holders of common stock may be unable to resell their  securities  at
or near their  original  offering  price or at any price.  The NASD has  enacted
recent changes that limit  quotations on the OTC Bulletin Board to securities of
issuers that are current in their reports filed with the Securities and Exchange
Commission. The effect on the OTC Bulletin Board of these rule changes and other
proposed changes cannot be determined at this time.

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

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

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

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

We expect to continue to incur  product  development  and  selling,  general and
administrative costs, and in order to satisfy our funding requirements,  we will
need to sell  additional  equity  securities,  which may be  subject  to similar
registration rights. The sale or the proposed sale of substantial amounts of our
common stock in the public markets may adversely  affect the market price of our
common stock.

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

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<PAGE>

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



ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

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  changes  in  our  internal  control  over  financial  reporting
identified in connection  with the evaluation  required by paragraph (d) of Rule
13a-15 or 15d-15 under the Exchange Act that  occurred  during the quarter ended
March  31,  2004  that has  materially  affected,  or is  reasonably  likely  to
materially affect, our internal control over financial reporting.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(a) None.

(b) None.

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

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

(d)  None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
         None.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
         None.

ITEM 5: OTHER INFORMATION
         None.

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<PAGE>


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).

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

32.2*    Certification of Chief Financial  Officer  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.


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



<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 July 20, 2005.



                          IR BioSciences Holdings, Inc.



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

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