UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2004
IR BIOSCIENCES HOLDINGS, INC.
(Exact name of registrant specified in charter)
Delaware 033-05384 13-3301899
(State of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
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4021 N. 75th Street, Suite 201
Scottsdale, AZ 85251
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(Address of principal executive offices) (Zip Code)
(480) 922-3926
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 21, 2004, upon recommendation of its Board of Directors, the Company
dismissed its certifying accountant, Stonefield Josephson, Inc. ("Stonefield").
Stonefield's report on the financial statements of the Company for the period
from October 30, 2002 (inception) to December 31, 2002 did not contain an
adverse opinion or a disclaimer of opinion or was qualified or modified as to
uncertainty, audit scope or accounting principles. However, the report included
an explanatory paragraph wherein Stonefield expressed substantial doubt about
our ability to continue as a going concern. From July 15, 2003, the date the
Company engaged Stonefield as its certifying accountant, through April 21, 2004
the Company has not had any disagreements with Stonefield on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which if not resolved to the satisfaction of Stonefield would
have caused them to make reference to the subject matter of the disagreements in
connection with their reports on our financial statements. The Company has
engaged Russell Bedford Stefanou Mirchandani LLP ("Russell Bedford Stefanou
Mirchandani") as its certifying accountant as of April 21, 2004 for the
Company's year ending December 31, 2003. The Company has not consulted Russell
Bedford Stefanou Mirchandani previously.
Stonefield's letter, which is required pursuant to Item 304(a)(3) of Regulation
S-B, is attached.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit
Number Description
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16 Letter from Stonefield Josephson, Inc. Certified Public
Accountants to the Commission, dated January 11, 2005.
SIGNATURE
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 hereunto duly authorized.
IR BioSciences Holdings, Inc.
Date: January 13, 2005 By: /s/ Michael Wilhelm
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Michael Wilhelm
President
(Duly Authorized Officer)
Exhibit Index
Exhibit
Number Description
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16 Letter from Stonefield Josephson, Inc. Certified Public
Accountants to the Commission, dated January 11, 2005.