rw10182007.htm
IR
BIOSCIENCES HOLDINGS, INC.
4021
North 75th Street
Suite
201
Scottsdale,
Arizona 85251
October
18, 2007
VIA
EDGAR
Division
of Corporation Finance
Securities
and Exchange Commission
450
5th
Street, N.W.
Washington
D.C. 20549
Attn: John
Reynolds
Re IR
Biosciences Holdings, Inc.
Registration
Statement on Form
SB-2
File
No. 333-143947
Application
for Withdrawal of
Registration Statement
Ladies
and Gentlemen:
Pursuant
to Rule 477 of Regulation C of the Securities Act of 1933, as amended (the
"Act"), IR Biosciences Holdings, Inc., a Delaware corporation (the
"Registrant"), hereby applies for an order granting the immediate withdrawal
of
its Registration Statement on Form SB-2, Commission File No. 333-143947 (the
"Registration Statement"). The Registration Statement was originally
filed with the Securities and Exchange Commission (the “Commission”) on June 21,
2007.
The
Registrant hereby confirms that the Registration Statement was not declared
effective by the Commission, no securities have been sold pursuant to the
Registration Statement, and all activity regarding the proposed public offering
has been discontinued. The Registrant may undertake a subsequent
private offering in reliance on Rule 155(c) under the Securities
Act.
Accordingly,
the Registrant respectfully requests that the Commission issue an order granting
the withdrawal of the Registration Statement as soon as possible. The
Registrant also requests in accordance with Rule 457(p) promulgated under the
Act that all fees paid to the Commission in connection with the filing of the
Registration Statement be credited for future use for the Registrant's
account.
If
you
have any questions regarding this application for withdrawal, please contact
our
legal counsel Kirkpatrick & Lockhart Preston Gates Ellis LLP, Thomas J.
Poletti, via telephone at (310) 552-5000 or facsimile at (310)
552-5001.
Sincerely,
IR
BIOSCIENCES HOLDINGS, INC.
By:
/s/ Michael K.
Wilhelm
Name:
Michael K. Wilhelm
Title: Chief
Executive Officer