Edgar Filing: IR BIOSCIENCES HOLDINGS INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB/A

AMENDMENT NO. 1

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

For the fiscal year ended December 31, 2004.

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

COMMISSION FILE NUMBER: 33-05384

IR BIOSCIENCES HOLDINGS, INC.
----------------------------------------------
(Name of Small Business Issuer 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, AZ 85251
---------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)

(480) 922-3926
------------------------------------------------
(Issuer's Telephone Number, including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:

COMMON STOCK, $ 0.001 PAR VALUE PER SHARE
-----------------------------------------
(Title of class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 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
----- -----

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $ 0

The aggregate market value of the Registrant's issued and outstanding shares of
common stock held by non-affiliates of the Registrant as of April 3, 2005 (based
on the average of the bid and asked prices as reported by the NASD OTC Bulletin
Board as of that date) was approximately $20,377,554.

The number of shares outstanding of Registrant's Common Stock, par value $0.001
as of April 3, 2005: 70,074,188.

Documents Incorporated by reference: None.

Transitional Small Business Disclosure Format Yes X No
----- -----

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EXPLANATORY NOTE

IR BioSciences Holdings, Inc. (hereinafter, "we," "us," "our," or the
"Company") is filing this Amendment No. 1 on Form 10-KSB/A solely to include the
information required by Part III of Form 10-KSB, which was omitted from our
annual report on Form 10-KSB for the year ended December 31, 2004, as originally
filed on April 19, 2005 (the "Form 10-KSB"). In connection with the filing of
this Amendment No. 1 and pursuant to Rule 12b-15 under the Securities Exchange
Act of 1934, as amended, we are including currently dated certifications. Except
as described above, no other amendments are being made to the Form 10-KSB. This
Amendment No. 1 does not reflect events occurring after the filing of the Form
10-KSB or modify or update the disclosure contained therein in any way other
than as required to reflect the amendments discussed above.

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PART III

ITEM 9. DIRECTORS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT

Our directors and executive officers are:

Name Age Position
--------------------------------------------------------------------------------
Michael K. Wilhelm 38 President, Chief Executive Officer and Director
John N. Fermanis 51 Chief Financial Officer
Mark L. Witten, Ph.D. 51 Director and Research Scientist
Theodore E. Staahl, M.D. 59 Director

MICHAEL K. WILHELM, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR. Mr.
Wilhelm has served as our President and Chief Executive Officer and on our Board
of Directors since July 2003 and as President and Chief Executive Officer of
ImmuneRegen BioSciences, Inc. since December 2002 and on its Board of Directors
since November 2002. Mr. Wilhelm has been actively involved in the financial
industry since 1990. After leaving the brokerage industry, Mr. Wilhelm founded
Foresight Capital Partners in July 1996, a company designed to identify early
stage companies with above average growth potential and assist them in reaching
the next stage of development. In working with these companies, Mr. Wilhelm took
an active role, provided advisory services and facilitated financing for
continued growth and development. Mr. Wilhelm was Managing Director of Foresight
Capital Partners until December 2002.

JOHN N. FERMANIS, CHIEF FINANCIAL OFFICER. Mr. Fermanis was appointed as
our Chief Financial Officer, effective as of December 22, 2004. Mr. Fermanis is
a co-founder of AMPS Wireless Data, Inc., a privately held Arizona corporation
founded in 1998, where he served as Chief Financial Officer from May, 2001 to
October, 2004. Mr. Fermanis had overall financial responsibility at AMPS and was
instrumental in raising over $5 Million in venture capital. From 1997 to 2001,
he held the position of Treasury Manager for a national restaurant chain
headquartered in Scottsdale, Arizona where he was responsible for managing a $25
Million revolving line of credit and cash concentration and disbursement for a
company with over $100 Million annual sales. Mr. Fermanis has over 18 years of
financial management experience with both the American Express Corporation and
Citigroup in New York City. Mr. Fermanis holds a Bachelor of Arts degree from
the S.U.N.Y. at Stony Brook and attended Pace University's Graduate School of
Management in New York City.

MARK L. WITTEN, PH.D., DIRECTOR AND RESEARCH SCIENTIST. Dr. Witten has
served as a research scientist for our company and on our Board of Directors
since July 2003 and as a research scientist for ImmuneRegen BioSciences, Inc.
since December 2002 and on its Board of Directors since November 2002. Dr.
Witten has served as a Research Professor and Director of the Joan B. and Donald
R. Dr. Witten obtained his Ph.D. from Indiana University in 1983 with a double
major in physiology and exercise physiology. He conducted a post-doctoral
fellowship in Respiratory Sciences at the University of Arizona College of
Medicine from 1983 to 1988. He then spent two years as an Assistant Biologist at
Massachusetts General Hospital and Instructor in Medicine at Harvard Medical
School. He returned to The University of Arizona College of Medicine in 1990.
Dr. Witten has authored over 200 published manuscripts, book chapters and
abstracts.

THEODORE E. STAAHL, M.D., DIRECTOR. Dr. Staahl has served on our Board of
Directors since April 2003. Dr. Staahl founded the Cosmetic, Plastic and
Reconstructive Surgery Center in 1978. Dr. Staahl's professional training was
received at the University of Illinois and the University of Wisconsin and is
board certified by the American Board of Facial, Plastic and Reconstruction
Surgeons, the Board of Cosmetic Surgeons and the American Board of Head and Neck
Surgeons. Dr. Staahl has presented papers at national and international meetings
on hair transplant, rhinoplasty and cleft lip deformities. Additionally, Dr.
Staahl is currently participating in the FDA approval process of another
biotechnology company.

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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than ten
percent of a registered class of the Company's equity securities to file with
the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors,
and greater than ten percent stockholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, based solely on review of the copies of such reports
furnished to us during the fiscal year ended December 31, 2004, all Section
16(a) filing requirements applicable to the Company's officers, directors and
greater than ten percent stockholders were satisfied by such persons.

COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors does not maintain a separate audit, nominating
or compensation committee. Functions customarily performed by such committees
are performed by our board of directors as a whole. We are not required to
maintain such committees under the applicable rules of the Over-the-Counter
Bulletin Board. None of our independent directors qualify as an "audit committee
financial expert" as that term is defined in Item 401(e) of Regulation S-B.

CODE OF ETHICS

We have adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. The code of ethics is
designed to deter wrongdoing and to promote:

- Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;

- Full, fair, accurate, timely, and understandable disclosure in
reports and documents that we file with, or submit to, the SEC and
in other public communications made by us;

- Compliance with applicable governmental laws, rules and regulations;

- The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and

- Accountability for adherence to the code.

A copy of our code of ethics is filed as an exhibit to this
Amendment No. 1.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth information concerning all compensation
awarded to, earned by, or paid to (1) our Chief Executive Officer and President,
(2) our former Chief Executive Officer and President who served in such
capacities until July 2003 when ImmuneRegen BioSciences, Inc. became a
wholly-owned subsidiary of IR BioSciences, Inc. (the "Reorganization") and (3)
each of the other executive officers whose annual salary and bonus during 2002,
2003 and 2004 exceeded $100,000 (the "Named Executive Officers").

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ANNUAL COMPENSATION
-------------------------------

NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)
-----------------------------------------------------------------------------------------------------------

2004 175,000 247,301(2)
Michael K. Wilhelm 2003 125,000 0
Chief Executive Officer and President(1)........... 2002 5,208 0

Todd M. Ficeto 2004 0 0
Chief Executive Officer, Chief Financial Officer, 2003 0 0
President and Secretary(3)......................... 2002 0 0

----------

(1) Michael K. Wilhelm has served as Chief Executive Officer and President of
IR BioSciences Holdings, Inc. since July 2003 when the Reorganization was
completed. Prior to the completion of the Reorganization, Mr. Wilhelm
served as Chief Executive Officer and President of ImmuneRegen BioSciences,
Inc. since December 2002. Mr. Wilhelm's compensation is reported in the
table with respect to his positions at both IR BioSciences Holdings, Inc.
and ImmuneRegen BioSciences, Inc. for the years ended December 31, 2003 and
2004.

(2) Reflects the value of 948,980 warrants granted to Michael K. Wilhelm as
performance bonuses. In May 2004, the Company issued a warrant to Mr.
Wilhelm to purchase 500,000 shares (post-split) of common stock at a price
of $0.25 per share (post-split). The warrants were issued as performance
bonuses. The Company valued these warrants using the Black-Scholes model,
and charged the amount of $134,604 to operations during the twelve months
ended December 31, 2004. In October 2004, the Company issued a warrant to
Mr. Wilhelm to purchase 448,980 shares (post-split) at a price of $0.125
per share (post-split) as a performance bonus for achieving certain
objectives. The Company valued this warrant using the Black-Scholes
valuation model, and charged the amount of $112,697 to operations during
the twelve months ended December 31, 2004.

(3) Todd M. Ficeto served as Chief Financial Officer and Secretary of GPN
Network, Inc. from July 2001 until the completion of the Reorganization in
July 2003 and as Chief Executive Officer and President of GPN Network, Inc.
from August 2001 until the completion of the Reorganization in July 2003.

COMPENSATION OF DIRECTORS

STANDARD ARRANGEMENTS. Directors currently receive no cash compensation
from IR BioSciences Holdings, Inc. for their services as members of the Board or
for attendance at committee meetings. Members of the Board are reimbursed for
some expenses in connection with attendance at Board and committee meetings.

OTHER ARRANGEMENTS. We may from time to time issue warrants to
executives and directors for fulfilling certain performance goals.

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

EMPLOYMENT AGREEMENTS

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On December 16, 2002, we entered into an employment agreement with our
President and CEO, Michael Wilhelm, for a period of three years terminating on
December 16, 2005. The employment agreement calls for a salary at the rate of
$125,000 per annum for the first year, $175,000 for the second year, and
$250,000 for the third year. This agreement also provides for the following
various bonus incentives:

i) A quarterly discretionary bonus based upon our performance in
the previous quarter. This discretionary bonus will be in the
form of stock options.

ii) A quarterly five-year warrant to purchase up to 4,490 shares
of our common stock at 75% of the fair market value of the
stock on the date the warrant is granted.

iii) At such time as Mr. Wilhelm introduces a financial partner to
our company through which we raise at least $1,500,000 in
equity or debt financing, he shall be granted a five-year
warrant to purchase 224,490 shares (post reverse-split) of our
common stock.

On February 15, 2005, we entered into an employment agreement with John
N. Fermanis, our Chief Financial Officer. The employment agreement expires on
December 31, 2007, unless terminated earlier pursuant to the terms of the
agreement. Under the terms of the employment agreement, Mr. Fermanis is entitled
to a base salary of $60,000 until the company completed a funding of $500,000 or
more which occurred on March 4, 2005, at which time the base salary was
increased to $85,000 until December 31, 2005. Thereafter, the second year salary
will be $98,000 per annum and the third year will be $112,000 per annum.
..Severance provisions include two months salary for Termination For Cause and
six months salary for Constructive Termination. This agreement also provides for
the following various bonus incentives:

i) A quarterly discretionary bonus based upon our performance in
the previous quarter. This discretionary bonus will be in the
form of stock options.

ii) A quarterly five-year warrant to purchase up to 12,500 shares
of our common stock at 75% of the fair market value of the
stock on the date the warrant is granted.

A copy of Mr. Fermanis's employment agreement is filed as an exhibit to this
Amendment No. 1.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

We did not grant stock options to any of the Named Executive Officers
during the year ended December 31, 2004.

AGGREGATE OPTION EXERCISED IN LAST FISCAL YEAR AND FY-END OPTION VALUES

None of the Named Executive Officers exercised any stock options during
2004. As of December 31, 2004 none of the Named Executive Officers held stock
options.

STOCK OPTIONS

We did not issue options to any of our employees during the years ended
December 31, 2003 and 2004.

2003 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN

We adopted the 2003 Stock Option, Deferred Stock and Restricted Stock
Plan (the "Plan") which authorizes the Board of Directors in accordance with the
terms of the Plan, among other things, to grant

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incentive stock options, as defined by Section 422(b) of the Internal Revenue
Code, nonstatutory stock options (collectively, the "Stock Options") and awards
of restricted stock and deferred stock and to sell shares of common stock of the
Company ("Common Stock") pursuant to the exercise of such stock options for up
to an aggregate of 3,600,000 shares . The options will have a term not to exceed
ten years from the date of the grant. There have been no options granted under
this Plan.

Through December 31, 2003, we had granted, prior to the merger with
ImmuneRegen BioSciences, Inc., options to purchase 63,212 shares of our common
stock at a weighted average exercise price of $25.00 per share to certain
employees and consultants that are exercisable over various periods through
March 2010. These stock options were granted outside of our 2003 Stock Option,
Deferred Stock and Restricted Stock Plan.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial
ownership of our common stock as of April 3, 2005 by: (i) all those known by IR
BioSciences Holdings, Inc. to be beneficial owners of more than five percent of
its common stock, (ii) each director and executive officer of IR BioSciences
Holdings, Inc., and (iii) all executive officers and directors of IR BioSciences
Holdings, Inc. as a group. Unless indicated below, the address for each listed
stockholder is c/o IR BioSciences Holdings, Inc., 4021 North 75th Street, Suite
201, Scottsdale, Arizona 85251.

Name Beneficial Ownership (1) % of Shares (2)
--------------------------------------------------------------------------------
Michael K. Wilhelm 7,564,758(3) 10.5
John N. Fermanis 100,000 *
Mark L. Witten 10,793,138(4) 15.2
Theodore Staahl 3,481,301(5) 5.0
David T. Harris 5,106,138 7.3
All executive officers and
directors as a group (4 persons) 21,829,197 30.1
========== ====

* Less than one percent.

1. Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In general, a person who has voting
power or investment power with respect to securities is treated as
beneficial owner of those securities. Common shares subject to options and
warrants currently exercisable or exercisable within 60 days of April 3,
2005 count as outstanding for computing the percentage beneficially owned
by the person holding these options or warrants.

2. Percentages are based on 70,074,188 shares of common stock outstanding as
of April 3, 2005.

3. Includes: Common stock ownership of 2,050,428
1,634,330 common stock purchase warrants

3,880,000 common stock purchase warrants issued to Foresight
Capital Partners, a company controlled by Michael Wilhelm

4. Includes warrants to purchase 892,000 shares of common stock.

5. Includes warrants to purchase 229,837 shares of common stock.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

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The following table provides information as of December 31, 2004
regarding compensation plans (including individual compensation arrangements)
under which equity securities of our company are authorized for issuance. All
share information included in this table has been adjusted to reflect a 2-for-1
forward stock split of our common stock that was effected in April 2004.

Number of securities
remaining available for
Number of Securities to be Weighted- average future issuance under equity
issued upon exercise of exercise price of compensation plans
outstanding options, outstanding options, (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a)
(a) (b) (c)
-----------------------------------------------------------------------------------------------------------

Equity compensation
plans approved by
security holders........ 0(1) N/A 295,996(3)

Equity compensation
plans not approved by
security holders........ 17,729,422(2) $0.56 --

Total................... 17,729,422 295,996
========== =======

(1) Represents stock options outstanding under our 2003 Stock Option, Deferred
Stock and Restricted Stock Plan.

(2) Represents 17,666,210 stock purchase warrants at a weighted average price of
$0.49 and 63,212, options at a weighted average exercise price of $20.00.

(3) Represents 295,996 shares are available for future issuance under our 2003
Stock Option, Deferred Stock and Restricted Stock as of the date hereof.

WARRANTS

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

Weighted Average
Number of Shares Price Per Share
(post-split) (post-split)
------------------------------------
Outstanding at January 1, 2003 26,938 $0.84
Granted 805,572 0.89
Exercised -- --
Canceled or expired -- --
---------- -----
Outstanding at December 31, 2003 832,510 0.89
Granted 16,833,699 0.47
Exercised -- --
Canceled or expired -- --
Outstanding at December 31, 2004 17,666,210 $0.49
========== =====

A description of our warrant arrangements and issuances is included in
our financial statements for the year ended December 31, 2004 under "Note H -
Stock Options and Warrants," These financial statements were included in our
annual report on Form 10-KSB for the year ended December 31, 2004, as

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originally filed on April 19, 2005.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

OFFICE LEASE

During the period from December 1, 2002 through August 31, 2004, the
Company leased office space from an entity controlled by the Company's Chief
Executive Officer under a sub-let agreement . The rental cost of $2,734 per
month was passed through to the Company at the same rental rate charged by the
facility's primary landlord.

INONE CONTRACT

We have entered into a series of contracts with InOne Advertising &
Design, Inc. ("InOne"). At the time of the initiation of the contracts, InOne
employed the spouse of Michael Wilhelm, the Company's CEO. These contracts
include (i) a three-year agreement dated January 13, 2003 whereby InOne will
design and create certain corporate identity and marketing materials in exchange
for 72,000 shares (post split) of our common stock and $15,000. This Agreement
also provides that InOne will bill us on an hourly basis for additional
services, as well as a $100,000 termination fee if the agreement is terminated
as a result of a merger or acquisition of the Company; (ii) an Agreement dated
March 14, 2003 whereby InOne will design, create, maintain, and host our website
for one year in exchange for 140,000 shares (post split) of our common stock and
$4,200; (iii) an Agreement dated December 30, 2003 whereby InOne will name and
design a logo for our new product for SARS application in exchange for $5,000
and a warrant to purchase 20,000 shares (post-split) of tour common stock at a
price of $0.125; (iv) an Agreement dated December 31, 2003 whereby InOne will
name and design a logo for our new product for ARDS application in exchange for
$5,000 and a warrant to purchase 20,000 shares (post-split) of our common stock
at a price of $0.125.

At December 31, 2004, InOne no longer employs or has any business
relationship with the spouse of Mr. Wilhelm.

The amounts due InOne at December 31, 2004 and 2003 are $2,700 and
$19,565, respectively.

RELATED PARTY LOANS

In October 2003, we were loaned $30,000 by the father of one of our
founders. Pursuant to the terms of this transaction, we provided this lender
with a warrant to purchase 15,000 shares of our common stock at a price of $2.00
per share. The original duration of the loan was 180 days and was extended to
one year. The interest rate was 8% per annum. This loan was repaid in October
2004.

In October 2003, we were loaned $40,000 by a company controlled by
Michael Wilhelm, our President and CEO. Pursuant to the terms of this
transaction, we provided this lender with a warrant to purchase 20,000 shares of
our common stock at a price of $2.00 per share. The loan was payable upon
funding of $150,000 in debt or equity and bore interest at 8% per annum. This
loan was repaid in October 2004.

In December 2003, we were loaned $20,000 by the mother-in-law of
Michael Wilhelm, our President and CEO. Pursuant to the terms of this
transaction, we provided this lender with a warrant to purchase 10,000 shares of
our common stock at a price of $2.00 per share. The original duration of the
loan was 180 days and was extended to one year. The interest rate was 8% per
annum. This loan was repaid in October 2004.

As of August 15, 2004, we had accrued payables due to our President and
CEO, Michael Wilhelm, of $109,374. In connection with our completed private
offering in October 2004, $89,500 of such amount

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was converted into 716,000 shares of common stock and warrants to purchase
358,000 shares of common stock.

IMMUNEREGEN BIOSCIENCES ASIA PTE. LTD.

ImmuneRegen BioSciences Asia PTE. LTD., a Singaporean company, is an
affiliate of IR BioSciences Holdings, Inc. Approximately 99% of the company is
owned equally between our Chief Executive Officer and Chairman, Michael K.
Wilhelm, and our Chief Research Scientist and Director, Mark Witten. IR
BioSciences Holdings, Inc. holds less than 1% ownership in the company. In 2004,
we incurred expenses totaling approximately $45,000, $43,307 on a
Singapore-based consultant and $1,700 on legal and accounting related to the
formation of the company.

LICENSE AGREEMENT

In December 2002, we entered into a royalty-free license agreement with
David Harris and Mark Witten, who are our two founders and largest shareholders.
Under the terms of the license agreement, Messrs. Harris and Witten granted to
us an exclusive license to use and sublicense certain patents, medical
applications, and other technologies developed by them. Our obligations under
this agreement include (i) reasonable efforts to protect any licensed patents or
other associated property rights; (ii) reasonable efforts to maintain
confidentiality of any proprietary information; (iii) upon the granting by the
U. S. Food and Drug Administration to us the right to market a product, we will
maintain a broad form general liability and product liability insurance.

CONSULTING AGREEMENTS

On December 16, 2002 we entered into consulting agreements with David
Harris and Mark Witten, who were our two founders and research scientists. The
consulting agreements are on a month-to-month basis. Under the terms of these
agreements, Messrs. Harris and Witten agreed to place at the disposal of us
their judgment and expertise in the area of acute lung injury. In consideration
for these services, we agreed to pay each of them a non-refundable fee of $5,000
per month.

Pursuant to consulting agreements entered into with David Harris and
Mark Witten, who are our two founders and chief research scientists, during the
period from October 30, 2002 (inception) to December 31, 2002, we accrued $5,000
in consulting fees. During the period from January 1, 2003 to December 31, 2003,
we accrued an additional $120,000 in consulting fees. We had accrued payables
collectively due to Drs. Harris and Witten of $125,000 and $5,000 as of December
31, 2003 and 2002, respectively. In connection with our recently completed
private offering in October 2004, $90,500 of such amount owed to Dr. Witten
converted into 724,000 shares of our common stock and warrants to purchase
362,000 shares of common stock. In October 2004, because Dr. Harris had not
taken an active role in the management of the Company, he agreed that he would
forgive the amount accrued to him under the Consulting agreement of $107,500.
The Company accounted for the transaction as a forgiveness of indebtedness under
FAS No. 140 during the period ended December 31, 2004.

ITEM 13. EXHIBITS

NUMBER DESCRIPTION
--------------------------------------------------------------------------------
2.1 Agreement and Plan of Merger dated July 2, 2003 among the Registrant,
GPN Acquisition Corporation and ImmuneRegen BioSciences, Inc.
(incorporated by reference to exhibit 2 of the Registrant's current
report on Form 8-k filed with the Securities and Exchange Commission on
July 7, 2003).

3.1 Certificate of Incorporation filed with the Delaware Secretary of State
on June 4, 1985 (incorporated by reference to exhibit of the
Registrant's annual report on Form 10-KSB for the year ended December
31, 2001 filed with the Securities and Exchange Commission on April 16,
2002).

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NUMBER DESCRIPTION
--------------------------------------------------------------------------------
3.1(a) Certificate of Amendment filed with the Delaware Secretary of State on
July 16, 1987 (incorporated by reference to exhibit 3.1(a) of the
Registrant's annual report on Form 10-KSB for the year ended December
31, 2001 filed with the Securities and Exchange Commission on April 16,
2002).

3.1(b) Certificate of Amendment filed with the Delaware Secretary of State on
February 3, 1992 (incorporated by reference to exhibit 3.1(b) of the
Registrant's annual report on Form 10-KSB for the year ended December
31, 2001 filed with the Securities and Exchange Commission on April 16,
2002).

3.1(c) Certificate of Amendment filed with the Delaware Secretary of State on
November 23, 1992 (incorporated by reference to exhibit 3.1(C) of the
Registrant's annual report on Form 10-KSB for the year ended December
31, 2001 filed with the Securities and Exchange Commission on April 16,
2002).

3.1(d) Certificate of Amendment filed with the Delaware Secretary of State on
December 15, 1994 (incorporated by reference to exhibit 3.1(d) of the
Registrant's annual report on Form 10-KSB for the year ended December
31, 2001 filed with the Securities and Exchange Commission on April 16,
2002).

3.1(e) Certificate of Amendment filed with the Delaware Secretary of State on
November 7, 1995 (incorporated by reference to exhibit 3.1(e) of the
Registrant's annual report on Form 10-KSB for the year ended December
31, 2001 filed with the Securities and Exchange Commission on April 16,
2002).

3.1(f) Certificate of Amendment filed with the Delaware Secretary of State on
December 30, 1996 (incorporated by reference to exhibit 3.1(f) of the
Registrant's annual report on Form 10-KSB for the year ended December
31, 2001 filed with the Securities and Exchange Commission on April 16,
2002).

3.1(g) Certificate of Amendment filed with the Delaware Secretary of State on
November 8, 2000 (incorporated by reference to exhibit 3.1(h) of the
Registrant's annual report on Form 10-KSB for the year ended December
31, 2001 filed with the Securities and Exchange Commission on April 16,
2002).

3.2 Amended and Restated Bylaws of the Registrant dated as of January 1,
2002 (incorporated by reference to exhibit 3(b) of the Registrant's
annual report on Form 10-KSB for the year ended December 31, 2001 filed
with the Securities and Exchange Commission on April 16, 2002).

4.1 Specimen Stock Certificate (incorporated by reference to exhibit 4.1 of
the Registrant's registration statement on Form SB-2 (File No.
333-120784) filed with the Securities and Exchange Commission on
November 24, 2004).

4.2 2003 Stock Option, Deferred Stock and Restricted Stock Plan
(incorporated by reference to exhibit 4.1 of the Registrant's
registration statement on Form S-8 (File No. 333-113511) filed with the
Securities and Exchange Commission on March 11, 2004).

4.3 Form of Warrant by and between the Registrant and each of the Investors
or Creditors, as the case may be, who entered into an Agreement filed
as Exhibit 10.6, 10.7, 10.8 or 10.9 herewith (incorporated by reference
to exhibit 4.1 of the Registrant's current report on Form 8-K filed
with the Securities and Exchange Commission on October 19, 2004).

4.4 Form of Registration Rights (Annex A to Subscription Agreement) by and
between the Registrant and each of the Investors who entered into the
Agreements filed as Exhibits 10.6 and 10.8 herewith (incorporated by
reference to exhibit 4.2 of the Registrant's current report on Form 8-K
filed with the Securities and Exchange Commission on October 19, 2004).

-12-

NUMBER DESCRIPTION
--------------------------------------------------------------------------------
4.5 Form of Anti-Dilution Rights (Annex B to Subscription Agreement) by and
between the Registrant and each of the Investors who entered into the
Agreements filed as Exhibits 10.6 and 10.8 herewith (incorporated by
reference to exhibit 4.3 of the Registrant's current report on Form 8-K
filed with the Securities and Exchange Commission on October 19, 2004).

4.6 Promissory Note issued from the Registrant to SBM Certificate Company
as of April 28, 2004 (incorporated by reference to exhibit 4.6 of the
Registrant's registration statement on Form SB-2 (File No. 333-120784)
filed with the Securities and Exchange Commission on November 24,
2004).

10.1 Employment Agreement dated December 16, 2002 between ImmuneRegen
BioSciences, Inc., a subsidiary of the Registrant, and Michael Wilhelm
(incorporated by reference to exhibit 10.1 of the Registrant's
registration statement on Form SB-2 (File No. 333-120784) filed with
the Securities and Exchange Commission on November 24, 2004).

10.2 Consulting Agreement dated December 16, 2002 between ImmuneRegen
BioSciences, Inc., a subsidiary of the Registrant, and David Harris
(incorporated by reference to exhibit 10.2 of the Registrant's
registration statement on Form SB-2 (File No. 333-120784) filed with
the Securities and Exchange Commission on November 24, 2004).

10.2(a) First Amendment to Consulting Agreement dated January 2003 between
ImmuneRegen BioSciences, Inc., a subsidiary of the Registrant, and
David Harris (incorporated by reference to exhibit 10.2(a) of the
Registrant's registration statement on Form SB-2 (File No. 333-120784)
filed with the Securities and Exchange Commission on November 24,
2004).

10.3 Consulting Agreement dated December 16, 2002 between ImmuneRegen
BioSciences, Inc., a subsidiary of the Registrant, and Mark Witten
(incorporated by reference to exhibit 10.3 of the Registrant's
registration statement on Form SB-2 (File No. 333-120784) filed with
the Securities and Exchange Commission on November 24, 2004).

10.3(a) First Amendment to Consulting Agreement dated January 2003 between
ImmuneRegen BioSciences, Inc., a subsidiary of the Registrant, and Mark
Witten (incorporated by reference to exhibit 10.3(a) of the
Registrant's registration statement on Form SB-2 (File No. 333-120784)
filed with the Securities and Exchange Commission on November 24,
2004).

10.4 License Agreement dated December 16, 2002 among ImmuneRegen
BioSciences, Inc., a subsidiary of the Registrant, David Harris and
Mark Witten (incorporated by reference to exhibit 10.4 of the
Registrant's registration statement on Form SB-2 File No. 333-120784)
filed with the Securities and Exchange Commission on November 24,
2004).

10.4(a) First Amendment to License Agreement dated December 20, 2002 among
ImmuneRegen BioSciences, Inc., a subsidiary of the Registrant, David
Harris and Mark Witten (incorporated by reference to exhibit 10.4(a) of
the Registrant's registration statement on Form SB-2 (File No.
333-120784) filed with the Securities and Exchange Commission on
November 24, 2004).

10.4(b) Second Amendment to License Agreement dated June 26, 2003 among
ImmuneRegen BioSciences, Inc., a subsidiary of the Registrant, David
Harris and Mark Witten (incorporated by reference to exhibit 10.4(b) of
the Registrant's registration statement on Form SB-2 (File No.
333-120784) filed with the Securities and Exchange Commission on
November 24, 2004).

10.5 Lease Agreement dated July 1, 2004 between ImmuneRegen BioSciences,
Inc., a subsidiary of the Registrant, and The Clayton Companies
(incorporated by reference to exhibit 10.5 of the Registrant's
registration statement on Form SB-2 (File No. 333-120784) filed with
the Securities and Exchange Commission on November 24, 2004).

10.6 Form of Subscription Agreement entered into as of October 13, 2004
between the Registrant and each of the Investors set forth on the
Schedule of Investors thereto (incorporated by reference to exhibit
10.1 of the Registrant's current report on Form 8-K filed with the
Securities and Exchange Commission on October 19, 2004).

-13-

NUMBER DESCRIPTION
--------------------------------------------------------------------------------
10.7 Form of Settlement Agreement entered into as of October 13, 2004
between the Registrant and each of the Creditors set forth on the
Schedule of Creditors thereto (incorporated by reference to exhibit
10.2 of the Registrant's current report on Form 8-K filed with the
Securities and Exchange Commission on October 19, 2004).

10.8 Form of Subscription Agreement entered into as of October 26, 2004
between the Registrant and each of the Investors set forth on the
Schedule of Investors thereto (incorporated by reference to exhibit
10.1 of the Registrant's current report on Form 8-K filed with the
Securities and Exchange Commission on October 27, 2004).

10.9 Form of Settlement Agreement entered into as of October 26, 2004
between the Registrant and each of the Creditors set forth on the
Schedule of Creditors thereto (incorporated by reference to exhibit
10.2 of the Registrant's current report on Form 8-K filed with the
Securities and Exchange Commission on October 27, 2004).

10.10 Employment Agreement dated February 15, 2005 between the Registrant and
John N. Fermanis.

14.1 Code of Ethics.

21.1 Subsidiaries of the Registrant (incorporated by reference to exhibit
21.1 of the Registrant's registration statement on Form SB-2 (File No.
333-120784) filed with the Securities and Exchange Commission on
November 24, 2004).

23.1* Consent of Russell Bedford Stefanou Mirchandani LLP.

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

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

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

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

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

* Previously filed with the annual report on Form 10-KSB for the year
ended December 31, 2004 as filed with the Securities and Exchange
Commission on April 19, 2005.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth fees billed to us by our auditors during
the fiscal years ended December 31, 2004 and December 31, 2003 for: (i) services
rendered for the audit of our annual financial

-14-

statements and the review of our quarterly financial statements, (ii) services
by our auditor that are reasonably related to the performance of the audit or
review of our financial statements and that are not reported as Audit Fees,
(iii) services rendered in connection with tax compliance, tax advice and tax
planning, and (iv) all other fees for services rendered.

December 31, 2004 December 31, 2003
--------------------------------------
(i) Audit Fees $75,341 $49,676
(ii) Audit Related Fees -- --
(iii) Tax Fees -- --
(iv) All Other Fees -- --
------------------ -------
Total fees $75,341 $49,676
================== =======

AUDIT FEES. Consists of fees billed for professional services rendered for the
audit of the Company's consolidated financial statements and review of the
interim consolidated financial statements included in quarterly reports and
services that are normally provided by the Company's certifying accountant in
connection with statutory and regulatory filings or engagements.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

We currently do not have a designated Audit Committee, and accordingly,
the our Board of Directors' policy is to pre-approve all audit and permissible
non-audit services provided by the independent auditors. These services may
include audit services, audit-related services, tax services and other services.
Pre-approval is generally provided for up to one year and any pre-approval is
detailed as to the particular service or category of services and is generally
subject to a specific budget. The independent auditors and management are
required to periodically report to our Board of Directors regarding the extent
of services provided by the independent auditors in accordance with this
pre-approval, and the fees for the services performed to date. The Board of
Directors may also pre-approve particular services on a case-by-case basis.

-15-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on May 2, 2005.

IR BIOSCIENCES HOLDINGS, INC.

BY: /S/ MICHAEL K. WILHELM
---------------------------------------------
MICHAEL K. WILHELM
PRESIDENT AND CHIEF EXECUTIVE OFFICER

-16-

EXHIBIT INDEX

3.1(a) Certificate of Amendment filed with the Delaware Secretary of State on
July 16, 1987 (incorporated by reference to exhibit 3.1(a) of the
Registrant's annual report on Form 10-KSB for the year ended December
31, 2001 filed with the Securities and Exchange Commission on April 16,
2002).

-17-

NUMBER DESCRIPTION
--------------------------------------------------------------------------------
4.2 2003 Stock Option, Deferred Stock and Restricted Stock Plan
(incorporated by reference to exhibit 4.1 of the Registrant's
registration statement on Form S-8 (File No. 333-113511) filed with the
Securities and Exchange Commission on March 11, 2004).

4.5 Form of Anti-Dilution Rights (Annex B to Subscription Agreement) by and
between the Registrant and each of the Investors who entered into the
Agreements filed as Exhibits 10.6 and 10.8 herewith (incorporated by
reference to exhibit 4.3 of the Registrant's current report on Form 8-K
filed with the Securities and Exchange Commission on October 19, 2004).

-18-

NUMBER DESCRIPTION
--------------------------------------------------------------------------------
10.4(b) Second Amendment to License Agreement dated June 26, 2003 among
ImmuneRegen BioSciences, Inc., a subsidiary of the Registrant, David
Harris and Mark Witten (incorporated by reference to exhibit 10.4(b) of
the Registrant's registration statement on Form SB-2 (File No.
333-120784) filed with the Securities and Exchange Commission on
November 24, 2004).

10.7 Form of Settlement Agreement entered into as of October 13, 2004
between the Registrant and each of the Creditors set forth on the
Schedule of Creditors thereto (incorporated by reference to exhibit
10.2 of the Registrant's current report on Form 8-K filed with the
Securities and Exchange Commission on October 19, 2004).