Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
STAAHL THEODORE
 2. Issuer Name and Ticker or Trading Symbol
IR BIOSCIENCES HOLDINGS INC [IRBS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

1329 SPANOS CT, SUITE A-1		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


MODESTO, CA 95355		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common stock 05/01/2004   J(2) 350,000 A $ 0.1 343,126 (1) D  
Common Stock 09/15/2004   J(3) 93,330 A $ 0.11 343,126 (1) D  
Common Stock 12/29/2004   P 2,000,000 A $ 0.12 343,126 (1) D  
Common Stock 09/27/2006   P 2,812 A $ 0.25 281 (1) I Wife
Common stock 07/02/2008   M 80,000 A $ 0.0375 343,126 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock $ 2 10/07/2003   A4 (4) 17,500   10/07/2003 10/07/2006 Common Stock
17,500
$ 0 8,000 (1)
D
 
Warrant to Purchase Common Stock $ 0.01 10/07/2003   A4 (4) 8,750   10/07/2003 10/07/2008 Common Stock
8,750
$ 0 8,000 (1)
D
 
Warrant to Purchase Common Stock $ 0.01 10/07/2003   A4 (4) 8,750   10/07/2003 10/07/2008 Common Stock
8,750
$ 0 8,000 (1)
D
 
Warrant to Purchase $ 1 05/18/2004   A4 (4) 5,000   05/18/2004 05/18/2007 Common Stock
5,000
$ 0 8,000 (1)
D
 
Warrant to Purchase Stock $ 0.25 05/27/2004   A4 (4) 3,000   05/27/2004 05/18/2007 Common Stock
3,000
$ 0 8,000 (1)
D
 
Warrant to Purchase Common stock $ 0.05 07/27/2004   A4 80,000   07/27/2004 07/27/2009 Common Stock
80,000
$ 0 8,000 (1)
D
 
Warrant to Purchase Common Stock $ 0.075 07/01/2008   M4   80,000 06/11/2003 07/01/2008 Common Stock
80,000
$ 0 8,000 (1)
D
 
Options to Purchase Common Stock $ 0.166 08/01/2007   A4 250,000   08/31/2007 07/31/2017 Common Stock
250,000
$ 0 100,000 (1)
D
 
Options to Purchase Common Stock $ 0.15 11/26/2008   A4 75,000   12/26/2008 11/25/2018 Common Stock
75,000
$ 0 100,000 (1)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STAAHL THEODORE
1329 SPANOS CT
SUITE A-1
MODESTO, CA 95355		   X      

Signatures

Theodore Staahl 02/17/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Adjusted for 1 for 10 stock split in August 2008.
(2) Issued in connection with conversion of $35,000 promissory note entered into on October 7, 2003 at $0.10/share.
(3) Issued in connection with conversion of principle and accrued interest $10,000 promissory note entered on to on May 18, 2004 at 0.11/share.
(4) Reported for initial Form 4 reporting purposes only. Warrants have expired.

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