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): APRIL 6, 2004 IR BIOSCIENCES HOLDINGS, INC. (EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER) DELAWARE 033-05384 13-3301899 (STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.) 8655 EAST VIA DE VENTURA, SUITE E-155 -------------------------------------------------------------------------------- SCOTTSDALE, ARIZONA 85258 (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) ITEM 5. OTHER EVENTS. On April 6, 2004, IR Biosciences Holdings, Inc. (the "Registrant") issued a press release announcing a two-for-one forward split of its common stock, which was effective as of the opening of the markets on April 6, 2004. In connection with the forward stock split, the Registrant's trading symbol on the Over-the-Counter Bulletin Board changed from "IRBH" to "IRBO." A copy of the press release is attached as Exhibit 99.1 to this report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits: 99.1 Press Release dated April 6, 2004 announcing the Registrant's two-for-one forward split of its common stock. SIGNATURES 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. By: /s/ Michael Wilhelm ----------------------------- Michael Wilhelm, President Dated: April 7, 2004 EXHIBIT INDEX 99.1 Press Release dated April 6, 2004 announcing the Registrant's two-for-one forward split of its common stock.