UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
x Form
10-KSB o
Form
20-F o
Form
11-K o
Form
10-QSB o
Form
N-SAR o
Form
N-CSR
For
the
Period Ended: December
31, 2006
o Transition
Report on Form 10-K
o Transition
Report on Form 10-Q
o Transition
Report on Form 20-F
o Transition
Report on Form N-SAR
o Transition
Report on Form 11-K
For
the
Transition Period Ended:
If
the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I - COMPANY INFORMATION
Full
Name
of Company: IR
BIOSCIENCES HOLDINGS, INC.
Former
Name, if Applicable:
Address
of Principal Executive Office (Street and Number): 4021
N. 75th Street, Suite 201
City,
State and Zip Code:
Scottsdale, AZ. 85251
PART
II - RULES 12b-25 (b) and (c)
If
the
subject report could not be filed without reasonable effort or expense and
the
Company seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
x (a)
The reasons described in reasonable detail in Part III of this form could not
be
eliminated without unreasonable effort or expense;
x (b)
The subject annual report or semi-annual report, transition report on Form
10-KSB, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-QSB, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
o
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has
been attached if applicable)
PART
III - NARRATIVE
The Registrant has experienced delays in completing its audited financial statements for the fiscal year ended December 31, 2006. As a result, the Registrant requires additional time to review and complete form 10-KSB. The Registrant
will file its Annual Report on Form 10-KSB as soon as possible, and in any event no later than the fifteenth calendar day following the prescribed due date for such report.
PART
IV - OTHER INFORMATION
(1)
Name
and telephone number of person to contact in regard to this
notification:
Michael
K. Wilhelm (
480)
922-3926
(2)
Have
all other periodic reports required under section 13 or 15(d) of the Securities
Exchange Act of 1934 or section 30 of the Investment Company act of 1940 during
the preceding 12 months or for such shorter period that the Company was required
to file such report(s) been filed? If the answer is no, identify
report(s).
x Yes
o
No
(3)
Is it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
oYes
x
No
If
so:
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The
Company has caused this notification to be signed on its behalf by the
undersigned, thereunto duly authorized.
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IR
BIOSCIENCES HOLDINGS, INC.
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Date:
April 2, 2007
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By:
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