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

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): December 17, 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.)

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

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


                         ------------------------------
          (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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

(b) Effective December 17, 2004, Eric Hopkins, Chief Financial Officer, resigned
from his position with the Registrant.







                                    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: December 22, 2004                            By:  /s/ Michael Wilhelm
                                                   -----------------------------
                                                   Michael Wilhelm
                                                   President
                                                   (Duly Authorized Officer)