UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





______________________





FORM
10-Q/A


Amendment
No. 1


______________________






x Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange


Act
of 1934





For
the quarterly period ended March 31,
2008





or





oTransition Report
Pursuant to Section 13 or 15(d) of the Securities


Exchange
Act of 1934





For
the transition period from ___________ to _____________





Commission File Number: 033-05384





IR
BIOSCIENCES HOLDINGS, INC.


(Exact
name of Registrant as specified in its charter)








DELAWARE
            
            13-3301899(State
      or Other Jurisdiction of Incorporation or Organization)
            
            (I.R.S.
      Employer Identification No.)8767 E. Via De
      Ventura, Suite 190, Scottsdale, AZ
            
            85258(Address
      of Principal Executive Offices)
            
            (Zip
      Code)




Registrant's
telephone number, including area code: (480)
922-3926








_____________________________________N/A_____________________________________


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by check mark whether Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding twelve months or for such shorter period that the Registrant was
required to file such reports, and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):




Large
      accelerated filer  ̈
            
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈    (Do
      not check is a smaller reporting company)
            
            Smaller reporting company
      x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o  
No x





The
number of shares outstanding of Registrant's common stock as of May 9, 2008 was
116,017,539.














EXPLANATORY
NOTE






The
Registrant is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to
its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008,
originally filed with the Securities and Exchange Commission on May 15, 2008
(the “Original Filing”) to amend and restate Item 4 in its
entirety.




This
Amendment amends only Item 4 of the Original Filing and all other portions of
the Company’s Original Filing remain in effect and have not been amended to
reflect events and developments since the original May 15, 2008 filing date.
 In accordance with Rule 12b-15 of the Exchange Act, this Amendment No. 1
on Form 10-Q/A sets forth the complete text of Item 4 of Part I of the
Registrant’s Form 10-Q for the quarter ended March 31, 2008, as amended, and
also includes new Rule 13a-14(a)/15d-14(a) and Rule 13a-14(b)/15d-14(b)
certifications as Exhibits 31.1, 31.2, 32.1 and 32.2.

















ITEM
4. CONTROLS AND PROCEDURES





Evaluation of Disclosure
Controls and Procedures




Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in
the reports that we file under the Exchange Act is accumulated and communicated
to our management, including our principal executive and financial officers, as
appropriate to allow timely decisions regarding required
disclosure.





As of the
end of the period covered by this Quarterly Report, our management, under the
supervision and with the participation of the Company's Chief Executive Officer
and Chief Financial (and principal accounting) Officer, carried out an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the
Exchange Act).  Based upon that evaluation and due to the
material weakness existing in our internal controls as of December 31, 2007
(described below) which has not been fully remediated as of March 31, 2008,
we have concluded that as of March 31, 2008, our disclosure controls and
procedures were ineffective.





Changes in internal
controls.





A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis.  Material
weaknesses would permit information required to be disclosed by the Company in
the reports that it files or submits to not be recorded, processed, summarized
and reported, within the time periods specified in the Securities Exchange
Commission’s rules and forms.  In our Amendment No. 1 to our Annual Report
on Form 10-KSB/A for the year ended December 31, 2007, we identified a material
weakness consisting of limited resources and a limited number of employees,
namely the lack of an audit committee, an understaffed financial and accounting
function, and the need for additional personnel to prepare and analyze financial
information in a timely manner and to allow review and on-going monitoring and
enhancement of our controls.





In the
first three months of 2008 we took various steps to remediate the deficiencies
that gave rise to this material weakness, including evaluating and improving our
existing internal control documentation to develop clear identification of key
financial and reporting controls, using an external consultant to review our
accounting process and  using external consultants to review our
control procedures and assist us in developing on-going test plans to assure
compliance and enhancement as needed to existing controls.  Although
we made progress towards remediation of the deficiencies giving rise to the
material weakness, we are unable to conclude that the material weakness
described above was remediated as of March 31, 2008.





There
were no other changes in our internal controls over financial reporting during
the quarter ended March 31, 2008 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





Limitations on Effectiveness
of Controls and Procedures





Our management, including our Chief
Executive Officer and Chief Financial Officer, does not expect that our
disclosure controls and procedures or our internal controls will prevent all
errors and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include,
but are not limited to, the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.





ITEM
6. EXHIBITS




31.1
            Certification of Chief Executive Officer pursuant to
      Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.31.2
            Certification of Chief Financial Officer pursuant to
      Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.32.1
            Certifications of Chief Executive Officer pursuant to 18
      U.S.C. Section 1350 as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.*32.2
            Certifications of Chief Financial Officer pursuant to 18
      U.S.C. Section 1350 as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.*





* This exhibit shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, whether made before or after the date hereof
and irrespective of any general incorporation language in any
filings.











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, thereunto
duly authorized, on October 17, 2008.








IR
      BioSciences Holdings, Inc.By:
            /s/ Michael K.
      WilhelmMichael
      K. WilhelmPresident,
      Chief Executive Officer/s/ John N.
      FermanisJohn
      N. FermanisChief
      Financial Officer