SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2004
IR BIOSCIENCES HOLDINGS, INC.
(Name of Small Business issuer in its charter)
DELAWARE 033-05384 13-3301899
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(State or other (Commission file No.) (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
8655 EAST VIA DE VENTURA, SUITE E-155
SCOTTSDALE, ARIZONA 85258
(Address of principal executive offices including 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)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 21, 2004, upon recommendation of its Board of Directors, the Company
dismissed its certifying accountant, Stonefield Josephson, Inc. ("Stonefield").
Stonefield did not issue a report on the Company's financial statements for the
two years ended December 31, 2002 and 2001. The decision to change its
certifying accountant was approved by the Company's Board of Directors. From
July 15, 2003 , the date the Company engaged Stonefield as its certifying
accountant, through April 21, 2004 the Company has not had any disagreements
with Stonefield on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure. The Company has engaged
Russell Bedford Stefanou Mirchandani LLP (" Russell Bedford Stefanou
Mirchandani") as its certifying accountant as of April 21, 2004 for the
Company's year ending December 31, 2003. The Company has not consulted Russell
Bedford Stefanou Mirchandani previously.
Stonefield's letter, which is required pursuant to Item 304(a)(3) of Regulation
S-B, is attached.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
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16 Letter from Stonefield Josephson, Inc. Certified Public
Accountants to the Commission, dated April 21, 2004
SIGNATURES
Pursuant of 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.
Dated: April 21, 2004 IR BIOSCIENCES HOLDINGS, INC.
/s/ Michael Wilhelm
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Michael Wilhelm
Chief Executive Officer
EX-16
LETTER FROM STONEFIELD JOSEPHSON, INC.
CERTIFIED PUBLIC ACCOUNTANTS
STONEFIELD JOSEPHSON, INC.
CERTIFIED PUBLIC ACCOUNTANTS
IRVINE, CALIFORNIA
April 21, 2004
Securities and Exchange Commission
Washington, DC 20549
Re: IR Biosciences Holdings, Inc.
File No. 033-05384
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of IR Biosciences Holdings, Inc. dated
April 21, 2004 and agree with the statements relating only to Stonefield
Josephson, Inc., Certified Public Accountants, contained therein.
/s/ STONEFIELD JOSEPHSON, INC.
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STONEFIELD JOSEPHSON, INC.
CERTIFIED PUBLIC ACCOUNTANT