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 22, 2004
IR BIOSCIENCES HOLDINGS, INC.
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(Exact name of registrant specified in charter)
Delaware 033-05384 13-3301899
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(State of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(c) Effective December 22, 2004, the Board of Directors of IR BioSciences
Holdings, Inc. (the "Registrant") appointed John N. Fermanis to serve as the
Registrant's Chief Financial Officer. The Registrant does not currently have an
employment agreement with Mr. Fermanis.
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 2001 to 2004. Upon relocating to Arizona in 1996, he held the position of
Treasury Manager for a national restaurant chain headquartered in Scottsdale.
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.
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 28, 2004 By: /s/ Michael Wilhelm
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Michael Wilhelm
President
(Duly Authorized Officer)