FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

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

                  For the quarterly period ended June 30, 2004

                                       or

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

           For the transition period from ___________ to _____________


                        Commission File Number: 033-05384


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


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

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


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



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


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

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

The number of shares  outstanding of Registrant's  common stock as of August 17,
2004 was 30,168,716.


<PAGE>



                       IR BIOSCIENCES, INC. AND SUBSIDIARY


                                TABLE OF CONTENTS



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

Item 1.   Financial Statements:

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

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

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

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

          Notes to Consolidated Financial Statements.........................F-7

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

  Item 3. Controls and Procedures.............................................16


PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings...................................................16

  Item 2. Changes in Securities and Use of Proceeds...........................16

  Item 3. Defaults Upon Senior Securities.....................................16

  Item 4. Submission of Matters to a Vote of Securities Holders...............17

  Item 5. Other Information...................................................17

  Item 6. Exhibits and Reports on Form 8-K....................................17

          Signatures..........................................................18



<PAGE>



ITEM 1.   FINANCIAL INFORMATION


                  IR BioSciences Holdings, Inc. and Subsidiary
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                  June 30, 2004
                                   (Unaudited)


                                     Assets

Current assets
   Cash and cash equivalents                                       $    5,208
   Prepaid services and other assets                                    4,800
                                                                   ----------

     Total current assets                                              10,008

Licensed proprietary rights, net                                        7,783
Furniture and equipment, net                                            2,456
                                                                   ----------

Total assets                                                       $   20,247
                                                                   ==========

               Liabilities and Deficiency in Stockholders' Equity

Current liabilities
   Current portion of notes payable, net of discount               $  934,011
   Accounts payable and accrued liabilities                           787,652
                                                                   ----------

     Total current liabilities                                      1,721,663

Long-term notes payable, net of discount                               30,659

Commitments and Contingencies

Deficiency in Stockholders' Equity
   Preferred stock, 0.001 par value: 10,000,000 shares
     authorized, no shares issued and outstanding                          --
   Common stock, $0.001 par value; 100,000,000
     shares authorized; 28,319,500 shares issued
     and outstanding at June 30, 2004                                  28,319
   Additional paid-in capital                                       4,270,874
   Deferred compensation                                           (1,187,344)
   Deficit Accumulated during the Development Stage                (4,843,924)
                                                                   ----------
   Total deficiency in stockholder's equity                        (1,732,075)
                                                                   ----------

     Total liabilities and deficiency in stockholders' equity      $   20,247
                                                                   ==========

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

                                      F-1


<PAGE>


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

                                                           For the Three                   For the Six               Cumulative
                                                           Months Ended                    Months Ended            From Inception
                                                             June 30,                        June 30,               (October 30,
                                                   ----------------------------    ----------------------------      2002) to
                                                           2004            2003            2004            2003    June 30, 2004
                                                   ------------    ------------    ------------    ------------    -------------
<S>                                               <C>            <C>             <C>             <C>             <C>

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

Operating expenses:
   Selling, general and administrative expenses       1,574,415         280,872       2,505,489         369,074       3,899,285
   Merger fees and costs                                     --              --              --              --         350,000
   Financing cost                                            --              --              --              --          90,000
                                                   ------------    ------------    ------------    ------------    -------------

      Total operating expenses                        1,574,415         280,872       2,505,489         369,074       4,339,285
                                                   ------------    ------------    ------------    ------------    -------------

Operating loss                                       (1,574,415)       (280,872)     (2,505,489)       (369,074)     (4,339,285)

   Interest expense                                     131,737          22,642         435,815          22,642         504,639
                                                   ------------    ------------    ------------    ------------    -------------

      Total other expense                               131,737          22,642         435,815          22,642         504,639
                                                   ------------    ------------    ------------    ------------    -------------

  Loss before income taxes                           (1,706,152)       (303,514)     (2,941,304)       (391,716)     (4,843,924)

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

Net loss                                           $ (1,706,152)   $   (303,514)   $ (2,941,304)   $   (391,716)   $ (4,843,924)
                                                   ============    ============    ============    ============

Net loss per share - basic and diluted             $      (0.06)   $      (0.02)   $      (0.11)   $      (0.02)   $      (0.23)
                                                   ============    ============    ============    ============

Weighted average shares outstanding -
   basic and diluted                                 27,474,445      15,425,852      26,163,266      19,194,414      21,045,680
                                                   ============    ============    ============    ============

</TABLE>

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

                                      F-2

<PAGE>


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

                                                           For the Six            Cumulative
                                                          Months Ended           From Inception
                                                            June 30,             (October 30,
                                                   ---------------------------     2002) to
                                                        2004           2003      June 30, 2004
                                                   ------------   ------------   ------------


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

Cash flows from operating activities:
   Net loss                                        $(2,941,304)   $  (391,716)   $(4,843,924)
Adjustments to reconcile net loss to to net
  cash used in operating activities:
    Non-cash compensation                            1,912,027         19,779      1,998,637
    Amortization of deferred compensation                   --          9,000             --
    Interest expense                                    37,545             --        106,169
    Amortization of discount on notes payable          399,222         10,306        701,524
    Depreciation and amortization                       12,053          6,258         24,815
    Changes in operating assets and liabilities:            --             --             --
    Prepaid services and other assets                   31,043        (49,843)        (4,799)
    Accounts payable and accrued expenses              243,931         95,024        678,932
                                                   ------------   ------------   ------------

Net cash used in operating activities                 (305,483)      (301,192)    (1,338,646)

Cash flows from investing activities:
    Acqisition of property and equipment                    --         (3,304)        (3,304)
    Increase in cash related to acquisition                 --       (350,000)            --
    Increase in prepaid acquisition costs                   --        (90,000)            --
                                                   ------------   ------------   ------------

Net cash used in investing activities                       --       (443,304)        (3,304)

Cash flows from financing activities:
    Proceeds from notes payable                        442,957        795,000      1,643,957
    Principal payments on notes payable               (174,000)            --       (424,000)
    Shares of stock issued for cash                     31,200         65,000        127,201
    Officer repayment of amounts paid on his behalf         --             --         19,880
    Cash paid on amount due to officer                      --        (14,381)       (19,880)
                                                   ------------   ------------   ------------

Net cash provided by financing activities              300,157        845,619      1,347,158
                                                   ------------   ------------   ------------

Net increase in cash and cash equivalents               (5,326)       101,123          5,208

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

Cash and cash equivalents at end of period         $     5,208    $   133,278    $     5,208
                                                   ============   ============   ============
Cash paid during the period for:
Interest                                           $     4,553    $        --    $    46,346
                                                   ============   ============   ============

Taxes                                              $        --    $        --    $        --
                                                   ============   ============   ============
</TABLE>

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

                                      F-3


<PAGE>


                  IR BioSciences Holdings, Inc. and Subsidiary
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (continued)




Non-cash investing and financing activities:

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


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


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


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


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


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


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


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


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


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



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

                                      F-4


<PAGE>


                   IR Biosciences Holding, Inc. and Subsidiary
                          (A Development Stage Company)
          Consolidated Statement of Deficiency in Stockholders' Equity
           From date of inception (October 30, 2002) to June 30, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                             Common Stock      Additional
                                                         -------------------    Paid-In      Deferred   Accumulated
                                                           Shares     Amount    Capital    Compensation   Deficit       Total
                                                         ----------  --------  ----------  ------------ ------------ -----------
<S>                                                    <C>          <C>       <C>        <C>          <C>

Balance at October 30, 2002 (date of inception)                  --  $     --  $       --  $        --  $        --  $        --

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

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

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

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

Net loss for the period from inception (October 30,
  2002) to December 31, 2002                                     --        --          --           --      (45,918)     (45,918)
                                                         ----------  --------  ----------  -----------  -----------  -----------

Balance at December 31, 2002 (reflective of
  stock splits)                                          18,257,042    18,257      31,776       (9,000)     (45,918)      (4,885)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Net loss for the year ended December 31, 2003                   --        --          --           --   (1,856,702)  (1,856,702)


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

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

                                      F-5

<PAGE>

                   IR Biosciences Holding, Inc. and Subsidiary
                          (A Development Stage Company)
          Consolidated Statement of Deficiency in Stockholders' Equity
           From date of inception (October 30, 2002) to June 30, 2004
                             (Unaudited)(continued)

                                                             Common Stock      Additional
                                                         -------------------    Paid-In      Deferred   Accumulated
                                                           Shares     Amount    Capital    Compensation   Deficit       Total
                                                         ----------  --------  ----------  ------------ ------------ -----------

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

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

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

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

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

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

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

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

Amortization of deferred compensation through
  March 2004                                                     --        --          --      688,027                   688,027

Shares to be issued to a consultant at $0.41
  per share for contracted services                              --        --          --      (82,000)                  (82,000)

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

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

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

Benefial Conversion Feature associated with note
  payable in May 2004                                            --        --      52,500           --                    52,500

Issuance of warrants to officers and founder in
  May 2004 for services                                          --        --     250,704           --                   250,704

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

Shares issued to a consultant in May 2004 at $1.00
  per share for services                                    500,000       500     499,500     (500,000)                       --

Benefial Conversion Feature associated with notes
  payable issued in April, May, and June 2004                    --        --      20,938           --                    20,938

Issuance of warrants to employees and consultants for
  services rendered in April through June 2004                   --        --       5,427           --                     5,427

Amortization of deferred compensation through June 2004          --        --          --      952,069                   952,069

Net loss for the six months ended June 30, 2004                  --        --          --           --   (2,941,304)  (2,941,304)

                                                         ----------  --------  ----------  -----------  -----------  -----------
 Balance at June 30, 2004                                28,319,500  $ 28,319  $4,270,874  $(1,187,344) $(4,843,924) $(1,732,075)
                                                         ==========  ========  ==========  ===========  ===========  ===========
</TABLE>

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

                                      F-6
<PAGE>

                          IR BIOSCIENCES HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (Unaudited)

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

General
-------

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

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

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

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

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

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

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

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

                                      F-7
<PAGE>


                          IR BIOSCIENCES HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (Unaudited)

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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  21,063,170  (post-split)  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.

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.

ImmuneRegen BioSciences Asia PTE. LTD.
-------------------------------------

ImmuneRegen  BioSciences Asia PTE. LTD. ("IRB Asia") was formed by the Company's
Chief Executive  Officer and by a Founder of the Company on May 6, 2004, for the
purpose of licensing the Company's  proprietary compound Homspera in Asia. As of
June 30, 2004,  the Company held a minority  interest in IRB Asia. At August 23,
2004,  the  Company was in the  process of  transferring  the shares of IRB Asia
currently held by the Chief Executive and by the Founder to the Company,  making
IRB Asia a wholly-owned subsidiary of the Company. As of June 30, 2004, IRB Asia
was inactive.

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.

                                      F-8
<PAGE>


                          IR BIOSCIENCES HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (Unaudited)

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

NOTE 2 -    RELATED PARTY TRANSACTIONS

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

During the three months and six months ended June 30, 2004, the Company  accrued
$30,000 and  $60,000,  respectively,  in  consulting  fees payable to two of the
Company's founders.

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

The  Company has  entered  into a series of  contracts  for  marketing,  website
development,  and website hosting with InOne Advertising  "(In-One"),  a company
run by the spouse of the Company's CEO. Pursuant to these contracts,  during the
six months ended June 30, 2004, the Company issues 45,800 shares (post-split) of
its common stock to with a value of $29,312 to In-One.

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

The Company  subleases  its office  space from  Foresight  Capital  Partners,  a
company  controlled by the Company's CEO. The rent cost is passed through to the
Company at the same rental rate that  Foresight  Capital  Partners is charged by
the facility's  primary  landlord.  Rent expense amounted to $8,568 and $17,136,
respectively, for the three and six month periods ended June 30, 2004.

Shares issued to Chief Financial Officer
----------------------------------------

In April 2004,  the Company issued  200,000  shares  (post-split)  of its common
stock to the Company's Chief Financial Officer as payment for services performed
from June 2003 through June 2004.

                                      F-9

<PAGE>
                          IR BIOSCIENCES HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (Unaudited)


NOTE 2 - RELATED PARTY TRANSACTIONS (CONTINUED)

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

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

Founder and CEO Warrants
------------------------

On May 6, 2004,  the  Company  granted a five-year  warrant to purchase  500,000
shares  (post-split) of the Company's  common stock at $0.25 per share to one of
the  Company's  founders  and to the  Company's  CEO.  The Company  valued these
warrants using the Black-Scholes  valuation model, and charged the entire amount
of $124,411 for each warrant to the Company's  statement of  operations  for the
three month period ending June 30, 2004.

NOTE 3 - DEBT

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

During  the  three  and six month  periods  ended  June 30,  2004,  the  Company
amortized  to  interest  expense  $11,855  and  $105,768,  respectively,  of the
discount associated with its Amended  Convertible  Promissory Notes Payable (the
"Amended  Notes").  At June 30, 2004, the total principal amount due pursuant to
the Amended Notes is $245,000. The total discount remaining on the Amended Notes
at June 30,  2004 is $0. In June  2004,  the  terms of the  Amended  Notes  were
extended to August,  2004.  Interest  accrued for the three and six months ended
June 30, 2004 was $4,818 and $9,636, respectively. Total accrued interest due on
the Amended  Notes at June 30, 2004 was $13,968.  At June 30, 2004,  five of the
Amended Notes were in default as they had not been paid within their terms. With
the exception of one note in the principal  amount of $100,000,  the Company has
negotiated  extensions  to the  terms  of these  notes.  The  Company  is not in
compliance with the provisions of the $100,000 note.


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

During the three months ended June 30, 2004,  the Company  converted  one of the
Fourth Quarter  Secured  Convertible  Notes (the "Fourth  Quarter Notes") in the
amount of $35,000 into 350,000  shares  (post-split)  of common stock,  and made
principal  payments of $4,000 on another  Fourth  Quarter  Note.  During the six
months ended June 30, 2004, the Company made principal payments of an additional
$15,000 on the Fourth Quarter Notes.  During the three and six months ended June
30, 2004,  the Company  amortized  to interest  expense  $$40,100 and  $233,428,
respectively,  of the discount associated with the Fourth Quarter Notes. At June
30, 2004, the total  discount  remaining on the Fourth Quarter Notes was $0, and
the  total  principal  amount  due  pursuant  to the  Fourth  Quarter  Notes was
$337,000.  Interest accrued for the three and six months ended June 30, 2004 was
$7,160 and  $14,827,  respectively.  Total  accrued  interest  due on the Fourth
Quarter  Notes at June 30,  2004 was  $21,535.  At June 30,  2004,  eight of the
Fourth  Quarter  Notes were in default  as they had not been paid  within  their
terms. The Company has negotiated extensions to the terms of these notes, and at
August 23, 2004, these notes are no longer in default.



                                      F-10
<PAGE>
                          IR BIOSCIENCES HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (Unaudited)

NOTE 3 - DEBT (CONTINUED)

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

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 and
six months ended June 30, 2004 was $3,100 and $4,500,  respectively.  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
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 and the Company entered into a
new Senior Secured promissory Note Agreement in the amount of $154,500 (the "New
Senior  Note").  The New Senior Note bears interest at the rate of 12% per annum
and has a term of 90 days.  Interest  accrued on the New Senior Secured Note for
the three and six months period ending June 30, 2004 was $3,251.  The New Senior
Note is senior  secured  indebtedness  of the  Company and is secured by certain
collateral.  As  additional  incentive  to enter into the New Senior  Note,  the
Company  provided  600,000  shares  (post-split)  of the Company's  common stock
valued at $150,000.

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

At June 30, 2004, the Company has  outstanding  eight other notes payable in the
aggregate  principal  amount of  $211,581.  These  notes bear  interest at rates
ranging from 6% to 12% per annum. During the three and six months ended June 30,
2004, interest of $2,059 and $3,015,  respectively,  was accrued on these notes.
Six notes with an aggregate principal amount of $176,581 are due within one year
at June 30,  2004.  Two  notes  with an  aggregate  amount  of  $35,000  are due
twenty-four  months  from  inception,  or April and May 2006.  During  the three
months  ended June 30,  2004,  the Company  received  cash  proceeds of $137,100
pursuant to these notes,  and made principal  payments of $5,000.  Total accrued
interest on these notes at June 30, 2004 is $3,705.  The Company  recognized  an
aggregate  discount  of  $13,411  on  these  notes  due  to  various  beneficial
conversion features and warrants. During the three and six months ended June 30,
2004, the Company amortized $7,527 of this aggregate discount.

Demand Loan
-----------

In April 2004, the Company  received a $30,000 demand loan from an investor.  In
August 2004, this loan was converted into 200,000 shares of common stock.

NOTE 4 - EQUITY

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

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

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

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

                                      F-11

<PAGE>
                          IR BIOSCIENCES HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (Unaudited)

NOTE 4 - EQUITY (CONTINUED)

Common Stock (continued)
------------------------

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

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

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

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

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

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

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

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

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

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

                                      F-12
<PAGE>


                          IR BIOSCIENCES HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (Unaudited)

NOTE 4 - EQUITY (CONTINUED)

Common Stock (continued)
------------------------

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

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

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

NOTE  5 - SUBSEQUENT EVENTS

April Consulting Agreements
----------------------------

In April 2004, the Company entered into two agreements  with a consultant  which
called for the issuance of an aggregate of 850,000  shares  (post-split)  of the
Company's common stock. In July 2004,  these agreements were voided;  the shares
were not issued and are not due to be issued.

Notes Payable Extensions
------------------------

At June 30, the Company  was in default of fourteen of its notes  payable in the
aggregate  principal  amount of $561,000.  With the exception of one note in the
principal amount of $100,000, the Company has negotiated extensions to the terms
of these notes.  The Company is not in  compliance  with the  provisions  of the
$100,000 note.

Common Stock Issued
-------------------

In July and August 2004,  the Company  issued an aggregate of 625,776  shares of
common stock pursuant to various consulting agreements.

In July and August 2004,  the Company  issued  120,000 shares of common stock in
partial  satisfaction  of the  agreement  to extend the term of the Senior  Note
Payable.

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



                                      F-13

<PAGE>

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

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

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

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

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

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

Overview
--------

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

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

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

                                       3

<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 JUNE 30, 2004

Revenue
-------

We are in the development stage and have no revenue.

                                       4
<PAGE>

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

Selling,  general and  administrative  expenses ("SG&A") were $1,574,415 for the
three  months  ended June 30, 2004 which is an increase  of  $1,293,543  or 461%
compared to SG&A of  $280,872  for the three  months  ended June 30,  2003.  The
increase is primarily comprised of non-cash  compensation,  legal and accounting
fees,  officer  wages,  research and  development  costs,  consulting  fees, and
contract  labor.  We expect  these  costs to  increase  in the coming year as we
continue to utilize  non-cash  compenation in order to conserve our cash, and as
we seek further  financing,  implement our plan of operation,  and build out our
administrative and operational infrastructure.

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

Interest  expense was $131,737  for the three  months  ended June 30,  2004,  an
increase  of $109,095  or 481%  compared to interest  expense of $22,642 for the
three months ended June 30, 2003.  This amount  consists of  amortization of the
discount on notes  payable of $112,939 and interest on notes payable of $18,798.
We expect interest  expense may continue to increase over the next twelve months
if the level of our debt increases.

Net loss
--------

For the reasons above, the net loss for the three months ended June 30, 2004 was
$1,706,152, an increase of $1,402,638 or 462% compared to a net loss of $303,514
for the three months  ended June 30, 2003.  We expect our losses to continue and
to increase over the coming twelve  months.  We do not expect to expect to begin
to generate revenue in the next twelve months,  and costs are likely to increase
as we move our  products  through  the testing and  approval  phases,  and as we
continue to build out our corporate infrastructure.

RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2004

Revenue
-------

We are in the development stage and have no revenue.

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

Selling,  general and administrative expenses were $2,505,489 for the six months
ended June 30, 2004 which is an increase of  $2,136,415 or 579% compared to SG&A
of $2,136,415 for the six months ended June 30, 2003.  This expense is primarily
comprised of non-cash  compensation of $1,912,026,  legal and accounting fees of
$185,711,  officer wages of $87,500,  research and development costs of $61,807,
consulting fees of $65,000, and contract labor of $41,503.

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

Interest  expense  was  $435,815  for the six  months  ended June 30,  2004,  an
increase of $413,173 or 1,825%  compared to interest  expense of $22,642 for the
six months  ended June 30, 2003.  This amount  consists of  amortization  of the
discount on notes  payable of $401,133 and interest on notes payable of $34,682.

Net loss
--------

For the reasons  above,  the net loss for the six months ended June 30, 2004 was
$2,941,304, an increase of $2,549,588 or 651% compared to a net loss of $391,716
for the six months ended June 30, 2003.


                                       5
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2004, we had current assets of $10,008  consisting of cash of $5,208
and  prepaid  services  of  $4,800.  Also  at  June  30,  2004,  we had  current
liabilities  of  $1,721,663,  consisting  of notes  payable  net of  discount of
$934,011 and accounts payable and accrued liabilities of $787,652.  This results
in negative working capital of $1,711,655.  During the six months ended June 30,
2004, the Company used cash in operating  activities of $305,483.  From the date
of inception (October 30, 2002) to June 30, 2004, the Company has had a net loss
of $4,843,924  and has used cash of $1,338,646 in operating  activities.  We met
our cash  requirements  during this period  through  the  private  placement  of
$127,201 of our common stock and $1,219,957  from the issuance of notes payable,
net of repayments.

At June 30,  2004,  we were in default of fourteen  of our Notes  Payable in the
aggregate  amount  of  $561,000  plus  accrued  interest  of  $33,864.  We  have
negotiated extensions to the terms of these notes and at August 23, 2004, we are
current with all of our obligations under these notes.

We currently have no revenue. There is no guarantee that our business model will
be successful,  or that we will be able to generate  sufficient  revenue to fund
future operations.  As a result, we expect our operations to continue to use net
cash, and that we will be required to seek additional debt or equity  financings
during the coming  quarters.  Since  inception,  we have financed our 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, we 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 our operations and development to the level of  capitalization , we
believe  we have  sufficient  capital  resources  to meet  projected  cash  flow
deficits  through the next twelve months.  However,  if  thereafter,  we are not
successful  in generating  sufficient  liquidity  from  operations or in raising
sufficient  capital  resources,  on terms  acceptable  to us,  this would have a
material  adverse effect on our business,  results of operations , liquidity and
financial condition.

At June 30, the Company  was in default of fourteen of its notes  payable in the
aggregate  principal  amount of $561,000.  With the exception of one note in the
principal amount of $100,000, the Company has negotiated extensions to the terms
of these notes.  The Company is not in  compliance  with the  provisions  of the
$100,000 note.

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

                                       6
<PAGE>

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

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

RISK FACTORS
------------

The actual  results of the  combined  company may differ  materially  from those
anticipated in these forward-looking  statements. The Registrant and ImmuneRegen
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 those  not  currently  believed  to be
important to you, if they  materialize,  also may adversely  affect the combined
company.

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

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

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

Our  independent  certified  public  accountants  have  stated  in their  report
included  in our  Form  10-KSB  that we have  incurred  substantial  losses  and
negative  cash flows for the period of inception of October 30, 2002 to June 30,
2004 and due to that and a lack of  operational  history,  among other  matters,
there has been raised substantial doubt about our 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 may materially and adversely  affect our ability to raise capital,
our  relationship  with  potential  suppliers  and  customers,  and  have  other
unforeseen effects.

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

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

                                       7
<PAGE>

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

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

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

o    The time and costs involved in obtaining regulatory approvals;

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

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

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

o    Competing technological and market developments;

o    Effective commercialization activities and arrangements;

o    The costs of defending against and settling lawsuits; and

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

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

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

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

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

                                       8
<PAGE>

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

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

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

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

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

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

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

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

                                       9
<PAGE>

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

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

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

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

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

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

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

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

                                       10
<PAGE>

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

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

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

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

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

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

PRODUCT LIABILITY EXPOSURE MAY EXPOSE IMMUNEREGEN TO SIGNIFICANT LIABILITY.

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

                                       11
<PAGE>

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

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

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

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

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

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

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

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

                                       12
<PAGE>

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

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

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

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

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

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

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

o    ImmuneRegen's financial position and results of operations;

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

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

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

o    U.S. and foreign governmental regulatory actions;

o    Actual or anticipated changes in drug reimbursement policies;

o    Developments with ImmuneRegen's collaborators, if any;

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<PAGE>

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

o    Status of litigation;

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

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

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

o    Market conditions for life science stocks in general.

THERE IS NO ASSURANCE OF AN ESTABLISHED PUBLIC TRADING MARKET.

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

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

o    Changes in interest rates;

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

o    Variations in quarterly operating results;

o    Change in financial estimates by securities analysts;

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

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

o    General economic and other national conditions.

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

ImmuneRegen's  common stock is  considered  to be a "penny stock" since it meets
one or more of the  definitions in Rules 15g-2 through 15g-6  promulgated  under
Section 15(g) of the Securities Exchange Act of 1934, as amended.  These include
but are not limited to the following:  (i) the stock trades at a price less than
five dollars ($5.00) per share; (ii) it is NOT traded on a "recognized" national
exchange;  (iii) it is NOT quoted on the NASDAQ Stock Market, or even if so, has
a price less than five dollars (5.00) per share;  or (iv) is issued by a company

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<PAGE>

with net  tangible  assets  less than  $2,000,000,  if in  business  more than a
continuous three years, or with average revenues of less than $6,000,000 for the
past three years.  The principal  result or effect of being  designated a "penny
stock" is that  securities  broker-dealers  cannot  recommend the stock but must
trade in it on an unsolicited basis.

BROKER-DEALER REQUIREMENTS MAY AFFECT TRADING AND LIQUIDITY.

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

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

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

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

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

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

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

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

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<PAGE>

WE HAVE NO INTENTION TO PAY DIVIDENDS.

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


ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

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

(b) Changes in internal controls

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

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 2.   Changes in Securities and Use of Proceeds

          (a) None.
          (b) None.
          (c ) During the three months ended June 30, 2004, we issued a total of
          1,775,000  shares,  net of  cancellations  (post-split)  of our Common
          Stock to officers and  consultants for services  rendered.  325,000 of
          these  shares  (post-split)  are  registered  with  Form  S-8  of  the
          Securities  and  Exchange   Commission.   1,450,000  of  these  shares
          (post-split)  are  considered  exempt from  registration  by reason of
          Section 4(2) of the Securities Act of 1933.
          (d) None.

Item 3.   Defaults Upon Senior Securities
          None.

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<PAGE>

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

Item 5:   Other Information
          None.

Item 6.   Exhibits and Reports on Form 8-K

(a)       Exhibits

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

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

32.1      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

          On April 7,  2004,  the  Company  filed a Current  Report on Form 8-K,
          dated April 6, 2004, reporting under Items 5 and 7 the two (2) for one
          (1) forward split of its common stock effective April 6, 2004.

          On May 14, 2004, the Company filed a current report on Form 8-K, dated
          April  21,  2004,  reporting  under  Items 4 and 7 the  change  in the
          Company certifying accountant.

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<PAGE>


SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, on August 20, 2004.



                          IR BioSciences Holdings, Inc.



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

                   Date:  August 23, 2004








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