SCHEDULE 14A
                                 (Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential,  For Use of the  Commission  Only  (as  permitted  by Rule
    14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                          IR BIOSCIENCES HOLDINGS, INC.

                (Name Of Registrant As Specified In Its Charter)


    (Name Of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

         (1) Title of each class of securities to which transaction applies:
             N/A
             ----
         (2) Aggregate  number of  securities to which  transaction applies:
             N/A
             ----
         (3) Per  unit  price  or other  underlying  value  of  transaction
             computed  pursuant  to  Exchange  Act Rule 0-11 (set forth the
             amount on which filing fee is calculated  and state how it was
             determined):
             N/A
             ----
         (4) Proposed maximum aggregate value of transaction:
             N/A
             ----
         (5) Total fee paid:
             N/A
             ----

[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
    0-11(a)(2)  and  identify the filing for which the  offsetting  fee was paid
    previously.  Identify the previous filing by registration  statement number,
    or the form or schedule and the date of its filing.

         (1) Amount Previously Paid:

             ----
         (2) Form, Schedule or Registration Statement no.:

             ----
         (3) Filing Party:

             ----
         (4) Date Filed:

             ----






                          IR BIOSCIENCES HOLDINGS, INC.

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


To the Stockholders of IR BioSciences Holdings, Inc.:

        The 2006 Annual Meeting of Stockholders of IR BioSciences Holdings, Inc.
("we," "us," "our," or the "Company"), which will be held on June 28, 2006, at
10:00 a.m., local time, at the Pointe South Mountain Resort, 7777 South Pointe
Parkway, Phoenix, Arizona 85044, for the following purposes:

          1.   To elect 3 directors, each for a term of 1 year;

          2.   To approve an amendment to our Certificate of Incorporation, as
               amended, to increase the number of authorized shares of Common
               Stock from 100,000,000 to 250,000,000;

          3.   In the event that number 2 above is approved, to approve an
               amendment to our 2003 Stock Option, Deferred Stock and Restricted
               Stock Plan (the "Plan") to increase the number of shares of our
               Common Stock reserved and available for issuance under the Plan
               from 3,600,000 to 20,000,000;

          4.   To ratify the appointment of Russell Bedford Stefanou Mirchandani
               LLP as the Company's independent public accountants for the
               fiscal year ending December 31, 2006; and

          5.   To transact such other business as may properly come before the
               meeting.

These items are more fully described in the Proxy Statement accompanying this
Notice. Stockholders of record at the close of business on May 15, 2006 are
entitled to receive notice of and to vote at the meeting or any postponement or
adjournment thereof. All stockholders are cordially invited to attend the
meeting. However, to assure your representation at the meeting, you are urged to
complete, sign, date and return the enclosed proxy as promptly as possible. Any
stockholder attending the meeting may vote in person even if he or she returned
a proxy. Information relating to the matters to be considered and voted on at
the meeting is provided on the proxy statement accompanying this Notice of
Annual Meeting.



                                         By Order of the Board of Directors,

                                         /s/ MICHAEL K. WILHELM
                                         ---------------------------------------
                                         Michael K. Wilhelm
                                         President and Chief Executive Officer


Scottsdale, Arizona
Dated:  May __, 2006

To be mailed to Stockholders on or about June __, 2006.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL  MEETING,  YOU ARE  REQUESTED  TO
COMPLETE,  SIGN, DATE AND MAIL THE ENCLOSED PROXY,  WHICH IS SOLICITED BY AND ON
BEHALF OF THE BOARD OF DIRECTORS,  SO THAT YOUR SHARES MAY BE REPRESENTED AT THE
MEETING.  A POSTAGE-PAID  ENVELOPE IS PROVIDED FOR MAILING IN THE UNITED STATES.
THE GIVING OF SUCH PROXY WILL NOT AFFECT  YOUR RIGHTS TO REVOKE SUCH PROXY OR TO
VOTE IN PERSON SHOULD YOU LATER DECIDE TO ATTEND THIS MEETING.



                                TABLE OF CONTENTS
                                                                            Page
ABOUT THE MEETING.........................................................     1
  What is the purpose of the annual meeting?..............................     1
  Who is entitled to vote?................................................     1
  Who can attend the meeting?.............................................     1
  What constitutes a quorum?..............................................     1
  How do I vote?..........................................................     2
  Can I change my vote after I return my proxy card?......................     2
  What are the Board's recommendations?...................................     2
  What vote is required to approve each item?.............................     2
  Who pays for the preparation of the proxy?..............................     3
  Can I see a list of the stockholders entitled to vote?..................     3
  What should I have received to enable me to vote?.......................     3
PROPOSALS TO OUR STOCKHOLDERS.............................................     4
  General.................................................................     4
  Vote Required and Recommendation........................................     4
  How are directors compensated?..........................................     4
  Are our employees paid additional compensation for
    service as directors?.................................................     4
  How often did the Board meet during 2005?...............................     4
  What committees has the Board established?..............................     4
PROPOSAL NO. 1 ELECTION OF DIRECTORS......................................     5
MANAGEMENT................................................................     5
EXECUTIVE COMPENSATION....................................................     6
  Summary Compensation Table..............................................     6
  Compensation of Directors...............................................     7
  Employment Agreements...................................................     7
  Stock Options...........................................................     8
  Options Granted in the Year Ended December 31, 2005.....................     8
  Options Exercises and Options Values for the Year
    Ended December 31, 2005...............................................     8
  2003 Stock Option, Deferred Stock and Restricted
    Stock Plan............................................................     9
  Securities Authorized for Issuance Under Equity
    Compensation Plans....................................................     9
  Warrants................................................................    10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................    11
STOCK PERFORMANCE GRAPH...................................................    12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............    12
PROPOSAL NO. 2 AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
    TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK...........    14
PROPOSAL NO. 3 AMENDMENT TO OUR 2003 STOCK OPTION, DEFERRED
    STOCK AND RESTRICTED STOCK PLAN (THE "PLAN") TO INCREASE
    THE NUMBER OF SHARES OF OUR COMMON STOCK RESERVED
    AND AVAILABLE FOR ISSUANCE UNDER THE PLAN ............................    16
PROPOSAL NO. 4 RATIFICATION OF THE APPOINTMENT OF RUSSELL
    BEDFORD STEFANOU MIRCHANDANI LLP AS INDEPENDENT OUTSIDE ACCOUNTANT ...    17
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE...................    18
SHAREHOLDER PROPOSALS.....................................................    18
TRANSACTION OF OTHER BUSINESS.............................................    18






                          IR BIOSCIENCES HOLDINGS, INC.

               PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

         The  accompanying  proxy is  solicited  by the Board of Directors of IR
BioSciences  Holdings,  Inc.,  a  Delaware  corporation,  for use at the  Annual
Meeting of Stockholders to be held on June 28, 2006, or any adjournment thereof,
for the purposes set forth in the  accompanying  Notice of Annual  Meeting.  The
date of this Proxy Statement is ________,  2006, the  approximate  date on which
this Proxy Statement and the accompanying form of proxy were first sent or given
to  stockholders.  Unless the context  requires  otherwise,  references to "we,"
"us," "our," and the "Company" refer to IR BioSciences Holdings, Inc.

         The enclosed  proxy is being  solicited by our Board of Directors.  The
proxy  materials  relating  to the  annual  meeting  are first  being  mailed to
stockholders entitled to vote at the meeting on or about June __, 2006.

                                ABOUT THE MEETING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

     At our annual meeting,  stockholders  will act upon the matters outlined in
the accompanying notice of meeting, which are:


          o    the election of 3 directors;
          o    the approval of a proposed amendment to our Certificate of
               Incorporation, as amended, to increase the number of authorized
               shares of Common Stock from 100,000,000 to 250,000,000;
          o    in the event the proposed amendment to our Certificate of
               Incorporation to increase the number of authorized shares of
               Common Stock is approved, the approval of an amendment to our
               2003 Stock Option, Deferred Stock and Restricted Stock Plan (the
               "Plan") to increase the number of shares of our Common Stock
               reserved and available for issuance under the Plan from 3,600,000
               to 20,000,000;
          o    the ratification of the appointment of Russell Bedford Stefanou
               Mirchandani LLP as our independent public accountants for the
               year ending December 31, 2006; and
          o    the transaction of such other business as may properly come
               before the meeting.

WHO IS ENTITLED TO VOTE?

         Only  stockholders  of record at the close of  business  on the  record
date,  May 15, 2006, are entitled to receive notice of the annual meeting and to
vote the shares that they held on that date at the meeting,  or any postponement
or adjournment of the meeting.  Each outstanding  share of common stock entitles
its holder to cast one vote on each matter to be voted.

WHO CAN ATTEND THE MEETING?

         All  stockholders  as of the  record  date,  or  their  duly  appointed
proxies, may attend the meeting.  Please note that if you hold shares in "street
name," that is through a broker or other nominee,  you will need to bring a copy
of the  brokerage  statement  reflecting  your stock  ownership as of the record
date.

WHAT CONSTITUTES A QUORUM?

         The presence at the meeting, in person or by proxy, of the holders of a
majority of the  outstanding  shares of our common stock on the record date will
constitute a quorum.  As of the record date, there were 69,628,854 shares of our
common stock issued and  outstanding.  Shares that are entitled to vote but that
are not voted at the direction of the  beneficial  owner  (called  abstentions),
shares  represented by proxies or ballots that are marked  "withhold  authority"
with  respect to the  election of any nominee  for  election as a director,  and
votes withheld by brokers in the absence of instructions from beneficial holders
(called broker non-votes) will be counted for the purpose of determining whether
there is a quorum for the transaction of business at the meeting,  but will have
no effect on the outcome of Proposal 4.

         If less than a  majority  of the  outstanding  shares  of common  stock
entitled to vote are represented at the meeting, a majority of the votes present
(either in person or by proxy) at the meeting may adjourn the meeting to another
date, time or place, and notice need not be given of the new date, time or place
if the new date, time or place is announced at the meeting before an adjournment
is taken.


                                       1


HOW DO I VOTE?

                             Registered Shareholders
                            -------------------------

          o    If you complete and properly sign the accompanying proxy card,
               and return it to us, it will be voted as you direct.

          o    If you wish to vote at the meeting, you may deliver your
               completed proxy card in person or you may vote by ballot in
               person at the annual meeting.

                           "Street Name" Shareholders
                           --------------------------

          o    If you complete and properly sign the accompanying proxy card,
               and return it to us, it will be voted as you direct.

          o    If you wish to vote at the meeting, you will need to obtain a
               proxy from the institution that holds your shares.

CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?

         Yes. Even after you have submitted your proxy card, you may change your
vote at any time  before the proxy is  exercised  by filing  with our  Secretary
either a notice of  revocation  or a duly  executed  proxy card  bearing a later
date.  The powers of the proxy  holders will be  suspended  with respect to your
shares if you attend the meeting in person and so request,  although  attendance
at the meeting will not by itself revoke a previously granted proxy.

WHAT ARE THE BOARD'S RECOMMENDATIONS?

         Unless you give other  instructions  on your proxy  card,  the  persons
named as proxy  holders  on the  proxy  card will  vote in  accordance  with the
recommendations  of the Board of  Directors.  The  Board's  recommendations  are
provided  together with a description of each proposal in this proxy  statement.
In summary, the Board recommends a vote:

          o    for election of the nominated slate of directors (see page 4);

          o    for approval of the amendment to our Certificate of
               Incorporation, as amended, to increase the number of authorized
               shares of Common Stock (see page 14);

          o    for approval of the amendment to our Plan to increase the number
               of shares of our Common Stock reserved and available for issuance
               under the Plan (see page 16); and

          o    for ratifying the appointment of Russell Bedford Stefanou
               Mirchandani LLP as our independent public accountants for the
               year ending December 31, 2006 (see page 18).

WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?

         ELECTION  OF  DIRECTORS.  The  nominees  for  election  to the Board of
Directors,  who receive the  greatest  number of votes cast for the  election of
directors by the shares  present at the annual  meeting,  in person or by proxy,
shall be elected directors. Stockholders do not have the right to cumulate their
votes for  directors.  In the election of  directors,  an  abstention  or broker
nonvote will have no effect on the outcome.

         APPROVAL  OF AN  AMENDMENT  TO OUR  CERTIFICATE  OF  INCORPORATION,  AS
AMENDED,  TO  INCREASE  THE NUMBER OF  AUTHORIZED  SHARES OF COMMON  STOCK.  The
proposal to amend our Certificate of Incorporation,  as amended, to increase the
number  of  authorized  shares  of  Common  Stock  will  be  approved  upon  the
affirmative  vote of a majority of shares of Common Stock issued and outstanding
entitled to vote on the proposal.  Under  Delaware law,  abstentions  and broker
non-votes will have the same effect as a vote against the proposed  amendment to
the Certificate of Incorporation, as amended.


                                       2


         IN THE EVENT THAT THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION, AS
AMENDED,  IS  APPROVED,  APPROVAL  OF AN  AMENDMENT  TO OUR 2003  STOCK  OPTION,
DEFERRED STOCK AND RESTRICTED STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF OUR
COMMON STOCK RESERVED AND AVAILABLE FOR ISSUANCE UNDER THE PLAN. The proposal to
approve an  amendment to our Plan to increase the number of shares of our Common
Stock  reserved and available for issuance  under the Plan will be approved upon
the  affirmative  vote of a  majority  of  shares  of Common  Stock  issued  and
outstanding,  present at the annual meeting, in person or by proxy, and entitled
to vote on the proposal. With the amendment of our Plan, an abstention or broker
nonvote will have no effect on the outcome.  This proposal is  conditioned  upon
and may  become  effective  only in the  event  that the  proposal  to amend our
Certificate of Incorporation,  as amended,  to increase the number of authorized
shares of Common Stock, is approved.

         RATIFYING THE APPOINTMENT OF RUSSELL BEDFORD STEFANOU  MIRCHANDANI LLP.
The proposal to ratify the appointment of Russell Bedford  Stefanou  Mirchandani
LLP as our independent  public accountants for the year ending December 31, 2006
will be adopted upon the  affirmative  vote of the majority of shares  voting on
the  proposal.  Abstentions  and  brokers  non-votes  will have no effect on the
outcome.

UNLESS OTHERWISE  DIRECTED IN THE ACCOMPANYING  PROXY, THE SHARES REPRESENTED BY
YOUR EXECUTED  PROXY WILL BE VOTED "FOR" THE APPROVAL OF THE PROPOSALS SET FORTH
IN THIS PROXY STATEMENT.

WHO PAYS FOR THE PREPARATION OF THIS PROXY?

         We will pay the cost of  preparing,  assembling  and  mailing the proxy
statement  and  the  proxy  card.  Our  representatives  will  not  receive  any
compensation  for  soliciting  proxies  other than  their  regular  salaries  or
consulting fees. We may request banks,  brokers and other  custodians,  nominees
and fiduciaries to forward copies of the proxy material to the beneficial owners
of our common stock and to request  authority for the execution of proxies,  and
we may reimburse  such persons for their  expenses  incurred in connection  with
these activities.

CAN I SEE A LIST OF THE STOCKHOLDERS ENTITLED TO VOTE?

         Any stockholder may look at the complete list of the stockholders  that
are  entitled  to  vote at the  annual  meeting  so long as it is for a  purpose
germane  to  the  annual   meeting.   The  list  will  be   available  in  these
circumstances,  during normal  business hours, at our offices located at 4021 N.
75th Street, 2001,  Scottsdale,  AZ 85251, for a period of ten days prior to the
annual meeting and at the annual meeting itself.

WHAT SHOULD I HAVE RECEIVED TO ENABLE ME TO VOTE?

     Your package from us should contain this proxy statement and a proxy card.
This package is being mailed on or about June __, 2006.




                                       3



                          PROPOSALS TO OUR STOCKHOLDERS


                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS


General
-------

         The first  proposal  for  consideration  at the  annual  meeting is the
election  of a new Board  composed  of the three  persons  set forth  below.  If
elected,  each of these directors will hold office until the 2007 annual meeting
of stockholders or until his earlier resignation or removal.

                   Michael K. Wilhelm                   Hal N. Siegel
                   Theodore E. Staahl


We expect  that a  majority  of the  common  stock will be voted in favor of the
three  nominees  named  above.  Only Mr.  Wilhelm and Dr.  Staahl are  currently
serving as directors,  and there are no other  directors  continuing to serve in
office. Each nominee has agreed to be named in this proxy statement and to serve
as a director if elected. For biographical  information  regarding the nominees,
see  "Director  Nominees for  Election for a One Year Term  Expiring at the 2007
Annual Meeting" on page 5 of this proxy statement.

Vote Required and Recommendation
--------------------------------

         The nominees for  election to the Board of  Directors,  who receive the
greatest  number of votes  cast for the  election  of  directors  by the  shares
present,  in person or by proxy, will be elected directors.  Stockholders do not
have the  right to  cumulate  their  votes for  directors.  In the  election  of
directors, an abstention or broker nonvote will have no effect on the outcome.




HOW ARE DIRECTORS COMPENSATED?


         Our policy has been to pay no cash  compensation  to directors  who are
our employees or affiliates  for their service as directors.  Outside  directors
are reimbursed for all  out-of-pocket  expenses  incurred in the  performance of
their duties to us, including attendance at Board meetings,  but receive no cash
or other compensation.

ARE OUR EMPLOYEES PAID ADDITIONAL COMPENSATION FOR SERVICES AS DIRECTORS?

         No.  We do,  however,  reimburse  them for  travel  and  other  related
expenses.

HOW OFTEN DID THE BOARD MEET DURING 2005?

         The Board met five (5) times during 2005.  All of our  incumbent  Board
members  attended  100%  of the  total  meetings  of the  Board  and  any  Board
committees on which they served during 2005.

WHAT COMMITTEES HAS THE BOARD ESTABLISHED?

         The Board has established an Executive Committee.  Currently we have no
Compensation  and Audit  Committees.  We do not  maintain a standing  nominating
committee  or other  committee  performing  similar  functions.  The function of
determining  executive  compensation,  selecting  and engaging  our  independent
auditors,  reviewing our  accounting  and reporting  principles  and  practices,
reviewing of our financial  statements  for each interim  period and  nominating
directors  are all carried  out by the entire  Board of  Directors.  Our Bylaws,
however,  provide a procedure for you to recommend candidates for directors at a
stockholders  meeting.  For more  information,  see  page 19 under  "Shareholder
Proposals."  Michael K.  Wilhelm  and  Theodore  Staahl  serve on the  Executive
Committee.



                                       4


Director Nominees for Election for a One Year Term Expiring at the 2007 Annual
Meeting
------------------------------------------------------------------------------

MICHAEL K. WILHELM, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR. Mr. Wilhelm
has served as our  President  and Chief  Executive  Officer  and on our Board of
Directors  since  July 2003 and as  President  and Chief  Executive  Officer  of
ImmuneRegen BioSciences,  Inc. since December 2002 and on its Board of Directors
since November  2002.  Mr.  Wilhelm has been actively  involved in the financial
industry since 1990. After leaving the brokerage  industry,  Mr. Wilhelm founded
Foresight  Capital  Partners in July 1996, a company  designed to identify early
stage companies with above average growth  potential and assist them in reaching
the next stage of development. In working with these companies, Mr. Wilhelm took
an active  role,  provided  advisory  services  and  facilitated  financing  for
continued growth and development. Mr. Wilhelm was Managing Director of Foresight
Capital  Partners until December 2002. Mr. Wilhelm works on average 70 hours per
week.

THEODORE  E.  STAAHL,  M.D.,  DIRECTOR.  Dr.  Staahl  has served on our Board of
Directors since April 2003. Dr. Staahl is employed at the Cosmetic,  Plastic and
Reconstructive  Surgery Center, a company which he founded in 1978. Dr. Staahl's
professional  training  was  received  at the  University  of  Illinois  and the
University  of  Wisconsin,  and he is board  certified by the American  Board of
Facial, Plastic and Reconstruction  Surgeons, the Board of Cosmetic Surgeons and
the American Board of Head and Neck Surgeons. Dr. Staahl has presented papers at
national and  international  meetings on hair transplant,  rhinoplasty and cleft
lip deformities. Dr. Staahl devotes on average 3 hours per week to our business.

HAL N. SIEGEL, PH. D. Dr. Siegel is engaged in providing  strategic and tactical
expertise to life science  companies,  helping them meet FDA  requirements  from
pre-clinical  studies  through the  regulatory  submission  process and into the
post-approval marketplace. Dr. Siegel has over a decade of experience delivering
scientific,  clinical and regulatory compliance assistance as well as submission
preparation and management services to life science client companies  developing
drugs, therapeutic biologics,  combination products, traditional devices, and in
vitro diagnostic products. Dr. Siegel previously provided strategic and tactical
management  consulting  services to a start up software company making knowledge
management and collaboration tools for regulated life science companies, as well
as Sun Microsystem's Global Life Science group,  working with sales,  marketing,
business development, legal and professional services groups.

                                   MANAGEMENT

         The  following  table sets forth the names and  positions of all of the
current executive officers and directors of the Company.

 Name                          Age      Position
 ------------------            ---      ----------------------------------
 Michael K. Wilhelm             38      President, Chief Executive Officer
                                            and Director
 John N. Fermanis               51      Chief Financial Officer
 Theodore E. Staahl, M.D.       59      Director


      Biographical  information  about Mr. Wilhelm,  and Dr. Staahl are included
under the caption,  "Director Nominees for Election for a One Year Term Expiring
at the 2007 Annual Meeting".

JOHN N. FERMANIS,  CHIEF  FINANCIAL  OFFICER.  Mr. Fermanis was appointed as our
Chief  Financial  Officer,  effective as of December 22, 2004. 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 May, 2001 to
October, 2004. Mr. Fermanis had overall financial responsibility at AMPS and was
instrumental in raising over $5 Million in venture  capital.  From 1997 to 2001,
he held the  position  of  Treasury  Manager  for a  national  restaurant  chain
headquartered in Scottsdale, Arizona where he was responsible for managing a $25
Million  revolving line of credit and cash  concentration and disbursement for a
company with over $100 Million annual sales.  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.

There are no family relationships among the directors and executive officers.


                                       5


                             EXECUTIVE COMPENSATION

            The  following   table  sets  forth   information   concerning   the
compensation  earned  by our  Chief  Executive  Officer  and  each of the  other
executive officers who served during the year ended December 31, 2005, and whose
annual  salary and bonus during the fiscal years ended  December 31, 2003,  2004
and 2005 exceeded $100,000 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE




Name and Principal Position                   Year        Salary ($)          Bonus ($)
------------------------------------------ --------- --------------------- ------------------
                                                                  
Michael K. Wilhelm (1)                        2005                275,000          28,870(2)
     Chief Executive Officer and President    2004                175,000         247,301(3)
                                              2003                125,000                  0

John N. Fermanis                              2005             161,416(5)           4,590(6)
        Chief Financial Officer (4)           2004                      0                  0
                                              2003                      0                  0



(1) Michael K. Wilhelm has served as Chief Executive Officer and President of IR
BioSciences  Holdings,  Inc.  since  July  2003 when the  reorganization  of the
Company  was  completed.  Prior to the  completion  of the  reorganization,  Mr.
Wilhelm  served  as  Chief  Executive   Officer  and  President  of  ImmuneRegen
BioSciences, Inc. since December 2002. Mr. Wilhelm's compensation is reported in
the table with respect to his positions at both IR  BioSciences  Holdings,  Inc.
and  ImmuneRegen  BioSciences,  Inc. for the years ended December 31, 2003, 2004
and 2005.

(2)  Reflects  the value of 80,811  warrants  granted to  Michael K.  Wilhelm as
performance  bonuses  per his  employment  agreement.  In May 2005,  the Company
issued a warrant to Mr. Wilhelm to purchase 80,811 shares (post-split) of common
stock at a price of $0.30 per  share  (post-split).  The  Company  valued  these
warrants  using the  Black-Scholes  model,  and charged the amount of $28,870 to
operations during the twelve months ended December 31, 2005.

(3)  Reflects  the value of 948,980  warrants  granted to Michael K.  Wilhelm as
performance bonuses. In May 2004, the Company issued a warrant to Mr. Wilhelm to
purchase  500,000  shares  (post-split)  of common stock at a price of $0.25 per
share (post-split). The warrants were issued as performance bonuses. The Company
valued these warrants using the  Black-Scholes  model, and charged the amount of
$134,604 to  operations  during the twelve  months ended  December 31, 2004.  In
October 2004, the Company  issued a warrant to Mr.  Wilhelm to purchase  448,980
shares (post-split) at a price of $0.125 per share (post-split) as a performance
bonus for achieving  certain  objectives.  The Company valued this warrant using
the  Black-Scholes  valuation  model,  and  charged  the amount of  $112,697  to
operations during the twelve months ended December 31, 2004.

(4) John N. Fermanis served as Chief Financial Officer from December 2004.

(5)  Reflects  the value of  100,000  shares of common  stock  issued to John N.
Fermanis in the three  months ended March 31, 2005 as part of  compensation  per
his  employment  agreement.  For the twelve months ended  December 31, 2005, the
Company  charged  $35,000 to operations for the issuance of these 100,000 shares
to Mr. Fermanis.
Also reflects the value of an additional  100,000  shares of common stock issued
to John N. Fermanis as part of compensation  per his employment  agreement.  The
shares  were  earned at the rate of 1/12 or 8,333 per  month  beginning  January
2005.  The Company  charged to operations the market value of these shares as of
the first day of each month.  For the twelve months ended December 31, 2005, the
Company  charged $41,416 to operations for the issuance of 100,000 shares to Mr.
Fermanis.

(6)  Reflects  the value of  12,500  warrants  granted  to John N.  Fermanis  as
performance  bonuses  per his  employment  agreement.  In May 2005,  the Company
issued a warrant to Mr.  Fermanis to purchase 12,500 shares of common stock at a
price  of  $0.31  per  share.  The  Company  valued  these  warrants  using  the
Black-Scholes  model, and charged the amount of $4,590 to operations  during the
twelve months ended December 31, 2005.


                                       6


COMPENSATION OF DIRECTORS

     STANDARD  ARRANGEMENTS.  Directors  currently  receive no cash compensation
from IR BioSciences Holdings, Inc. for their services as members of the Board or
for  attendance at committee  meetings.  Members of the Board are reimbursed for
some expenses in connection with attendance at Board and committee meetings.

     OTHER ARRANGEMENTS. We may, from time to time, issue warrants to executives
and directors for fulfilling certain performance goals.

         On December 16, 2002 we entered into  consulting  agreements  with Mark
Witten,  who had served as our chief research  scientist and as a director.  The
consulting  agreement  was on a  month-to-month  basis.  Under the terms of this
agreement,  Dr.  Witten  agreed to place at the  disposal of us his judgment and
expertise in the area of acute lung injury. In consideration for these services,
we agreed to pay Dr.  Witten a  non-refundable  fee of $5,000  per  month.  This
contract was terminated  effective February 1, 2006. Dr. Witten no longer serves
as our chief research scientist and is no longer a director.

EMPLOYMENT AGREEMENTS

         On August 10, 2005, we entered into a new employment agreement with our
President  and Chief  Executive  Officer,  Michael K.  Wilhelm.  The  employment
agreement calls for a salary at the rate of $275,000 per annum.  The salary will
be subject to  adjustment  of at least 10% per year at the end of each year.  We
also agreed to defend and  indemnify,  to the fullest  extent  permitted  by our
certificate of  incorporation  and bylaws and the Delaware  General  Corporation
Law, Mr.  Wilhelm and hold him  harmless  against any  liability  that he incurs
within the scope of his  employment  under the  agreement.  The  agreement  also
provides for the following various bonus incentives:

         (i) A target  incentive  bonus in cash and/or stock if we  consummate a
transaction  with  any  unaffiliated  third  party  such  as an  equity  or debt
financing,   acquisition,   merger,   strategic  partnership  or  other  similar
transaction.

         (ii) A one time grant of an incentive option to purchase 103,030 shares
of the  Company's  Common Stock,  at an exercise  price equal to the fair market
value  per share on the date  option is  granted  and a  nonstatutory  option to
purchase  1,896,970  shares at such time that the  Company's  2003 Stock Plan is
amended to authorize additional shares reserved and available for issuance under
the Plan.

         In connection  with Mr.  Wilhelm's new  employment  agreement,  we also
entered into a change of control agreement and a severance agreement with him on
August 10, 2005.  Under the change of control  agreement,  Mr.  Wilhelm shall be
entitled  to a  continuation  of his  base  salary  for a  period  of 18  months
following  an  involuntary  termination,  which  means,  at any time within that
period which is one-year from the change of control date  (including such date),
the termination of the employment of Mr. Wilhelm (i) by us without cause or (ii)
due to  constructive  termination,  as such  terms are  defined in the change of
control  agreement.  Further,  in the event of an involuntary  termination,  the
agreement  provides  that we shall pay Mr.  Wilhelm  a lump sum  amount in cash,
equal  to the  sum of (i) any  unpaid  incentive  compensation  which  has  been
allocated  or  awarded  to Mr.  Wilhelm  for a  completed  fiscal  year or other
measuring period preceding the date of involuntary  termination under any annual
or  long-term   incentive  plan  and  which,  as  of  the  date  of  involuntary
termination,  is contingent only upon the continued employment of Mr. Wilhelm to
a  subsequent  date,  and (ii) a pro  rata  portion  to the date of  involuntary
termination  of the aggregate  value of all  contingent  incentive  compensation
awards to Mr.  Wilhelm  for all then  uncompleted  periods  under any such plan.
Further,  100% of the unvested portion of each outstanding  stock option granted
to Mr. Wilhelm shall be accelerated so that they become immediately  exercisable
upon the date of involuntary termination.

         Under the  severance  agreement,  Mr.  Wilhelm  shall be  entitled to a
continuation  of  his  base  salary  for a  period  of 18  months  following  an
involuntary  termination,  which means the  termination of the employment of Mr.
Wilhelm (i) by us without cause or (ii) due to constructive termination, as such
terms  are  defined  in the  severance  agreement.  Further,  in the event of an
involuntary termination, the agreement provides that we shall pay Mr. Wilhelm an
amount equal to the amount of executive incentive pay (bonus) that he would have
received for the year in which the involuntary  termination  occurred had he met
one hundred  percent (100%) of the target for such  incentive  pay. Also,  under
this agreement,  100% of the unvested portion of each  outstanding  stock option
granted to Mr.  Wilhelm  shall be  accelerated  so that they become  immediately
exercisable upon the date of involuntary termination.

                                       7


         On February 15, 2005, we entered into an employment agreement with John
N. Fermanis,  our Chief Financial Officer.  The employment  agreement expires on
December  31,  2007,  unless  terminated  earlier  pursuant  to the terms of the
agreement. Under the terms of the employment agreement, Mr. Fermanis is entitled
to a base salary of $60,000 until the company completed a funding of $500,000 or
more  which  occurred  on  March 4,  2005,  at which  time the base  salary  was
increased to $85,000 until December 31, 2005. Thereafter, the second year salary
will be  $98,000  per annum  and the third  year  will be  $112,000  per  annum.
Severance provisions include two months salary for termination for cause and six
months salary for constructive termination. This agreement also provides for the
following various bonus incentives:

         (i) A quarterly  discretionary  bonus based upon our performance in the
previous quarter. This discretionary bonus will be in the form of stock options.

         (ii) A quarterly  five-year  warrant to purchase up to 12,500 shares of
our common  stock at 75% of the fair  market  value of the stock on the date the
warrant is granted.


STOCK OPTIONS

         We issued 253,030 stock options to our Chief Executive Officer, Michael
Wilhelm, during the fiscal year ended December 31, 2005.

OPTIONS GRANTED IN THE YEAR ENDED DECEMBER 31, 2005

         The following table sets forth information concerning individual grants
of stock options in 2005 to the Named Executive Officers:




                                                                                              Potential Realizable
                                                                                                Value at Assumed
                               Number of                                                      Annual Rates of Stock
                               Securities        Percent of                                     Price Appreciation
                               Underlying      Total Options    Exercise or                      For Option Term (1)
                                Options         Granted to      Base Price      Expiration    ------------------------
Name                            Granted          Employees       Per Share         Date            5%          10%
--------------------------- ----------------- ---------------- -------------- --------------- ------------ -----------
                                                                                         
Michael K. Wilhelm              103,030            40.6%       $     0.33        8/10/10          $ 9,394    $ 20,757
                                150,000            59.0%       $     0.44        5/20/10           18,235      40,294


 (1) In order to comply with the rules of the SEC, we are including the gains or
"option  spreads" that would exist for the respective  options we granted to the
Named  Executive  Officers.  We  calculated  these  gains by  assuming an annual
compound  stock  price  appreciation  of 5% and 10% from the date of the  option
grant until the termination date of the option,  which is the fifth  anniversary
of the grant date.  These gains do not  represent  our estimate or projection of
the future price of the ordinary shares.

OPTIONS EXERCISES AND OPTIONS VALUES FOR YEAR ENDED DECEMBER 31, 2005

The following table sets forth  information  concerning option exercises in 2005
and option values as of December 31, 2005 to the Named Executive Officers:




                                                           Number of Securities           Value of Unexercised
                              Shares                       Underlying Unexercised         In-the-Money Options
                             Acquired                   Options at Fiscal Year End       At Fiscal Year End (1)
                               On          Value      ------------------------------- -------------------------------
Name                         Exercise     Realized      Exercisable    Un-exercisable   Exercisable    Un-exercisable
-------------------------- ------------- ------------ --------------- --------------- --------------- ---------------
                                                                                    
Michael K. Wilhelm                   --      $ --         253,030               --             $ --             $ --



 (1) The value of  unexercised  "in-the-money"  options  is based on a price per
share of $0.32,  which  was the  price of a share as quoted on the OTC  Bulletin
Board at the close of business on December 31, 2005,  minus the exercise  price,
multiplied by the number of shares underlying the option.

                                       8


2003 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN

         We adopted the 2003 Stock Option,  Deferred Stock and Restricted  Stock
Plan (the "Plan") which authorizes the Board of Directors in accordance with the
terms of the Plan,  among other things,  to grant  incentive  stock options,  as
defined by Section  422(b) of the  Internal  Revenue  Code,  nonstatutory  stock
options  (collectively,  the "Stock Options") and awards of restricted stock and
deferred  stock  and to sell  shares  of common  stock of the  Company  ("Common
Stock") pursuant to the exercise of such stock options for up to an aggregate of
3,600,000 shares.  The options will have a term not to exceed ten years from the
date of the grant.

         At December  31,  2005,  an  aggregate  of 254,030  stock  options were
outstanding  under the Plan at prices ranging from $0.31 to $0.44 per share.  At
such date, there were 201,996 stock options  available for grant.  Further,  the
Board  approved a one time grant of an incentive  option to our Chief  Executive
Officer to purchase  1,896,970  shares at the fair market value per share on the
date the option is granted.  The options  shall be granted at such time that the
Company's 2003 Stock Plan is amended to authorize additional shares reserved and
available for issuance under the Plan.

         During the fiscal year ended December 31, 2005,  150,000  discretionary
incentive stock options were granted to our Chief Executive Officer,  Michael K.
Wilhelm,  per his  employment  agreement.  The options have an exercise price of
$0.44 and a term of five  years.  Additionally,  the Board  approved  a one time
grant of an incentive option to our Chief Executive  Officer to purchase 103,030
shares of the  Company's  Common  Stock.  The options have an exercise  price of
$0.33 and a term of five years.  Further,  our Board of Directors approved a one
time grant of a  nonstatutory  option to purchase  1,896,970  shares at the fair
market  value per share on the date the option to our Chief  Executive  Officer,
Michael K.  Wilhelm.  These options will be granted such time that the Company's
2003 Stock Plan is amended to authorize additional shares reserved and available
for issuance under the Plan.

         Through  December  31, 2003,  we had granted,  prior to the merger with
ImmuneRegen  BioSciences,  Inc., options to purchase 63,212 shares of our common
stock at a  weighted  average  exercise  price of $25.00  per  share to  certain
employees and  consultants  that are  exercisable  over various  periods through
March 2010.  These stock options were granted  outside of our 2003 Stock Option,
Deferred Stock and Restricted Stock Plan.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         The  following  table  provides  information  as of  December  31, 2005
regarding  compensation plans (including individual  compensation  arrangements)
under which equity  securities of our company are authorized  for issuance.  All
share information  included in this table has been adjusted to reflect a 2-for-1
forward stock split of our common stock that was effected in April 2004.




                                                                                                Number of securities
                                                                                               remaining available for
                                Number of Securities to be        Weighted- average         future issuance under equity
                                  issued upon exercise of         exercise price of              compensation plans
                                   outstanding options,         outstanding options,            (excluding securities
                                    warrants and rights          warrants and rights          reflected in column (a))
Plan Category                               (a)                          (b)                             (c)
------------------------------- ---------------------------- ---------------------------- ----------------------------------
                                                                                 
Equity compensation
plans approved by
security holders                           254,030(1)                   $0.39                          201,966(3)

Equity compensation
plans not approved by
security holders                        11,680,077(2)                   $0.59                               --

Total                                     11,934,107                                                  201,966


(1)  Represents  254,030  stock  options  at a weighted  average  price of $0.39
outstanding  under our 2003 Stock Option,  Deferred Stock and  Restricted  Stock
Plan.

                                       9


(2) Represents 11,616,865 stock purchase warrants at a weighted average price of
$0.46 and 63,212, options at a weighted average exercise price of $25.00.

(3) Represents  201,996 shares are available for future  issuance under our 2003
Stock Option, Deferred Stock and Restricted Stock as of the date hereof.

    Further,  the Board approved a one time grant of an incentive  option to our
Chief Executive Officer, Michael K. Wilhelm, to purchase 1,896,970 shares at the
fair market value per share on the date the option is granted. The options shall
be  granted  at such time that the  Company's  2003  Stock  Plan is  amended  to
authorize additional shares reserved and available for issuance under the Plan.

WARRANTS

         The  following  table  summarizes  the changes in warrants  outstanding
issued to non-employees  of the Company.  These warrants were granted in lieu of
cash compensation for services performed or financing expenses and in connection
with placement of convertible debentures.

                                                              Weighted Average
                                          Number of Shares   Price Per Share
                                           (post-split)       (post-split)
--------------------------------------- -----------------  -----------------
Outstanding at January 1, 2004                 832,510          $  .82
     Granted                                16,831,199            0.47
     Exercised                              (6,600,778)           0.50
     Canceled or expired                            --              --


Outstanding at December 31, 2004            11,062,931            0.48
     Granted                                   757,646            0.44
     Exercised                                 (80,000)           0.05
     Canceled or expired                      (123,530)           2.00


Outstanding at December 31, 2005            11,616,865          $ 0.46

         A description of our warrant arrangements and issuances are included in
our  financial  statements  for the year ended  December  31, 2005 under "Note I
-Stock Options and Warrants,"

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Office Lease
------------

During the period from  December 1, 2002 through  August 31,  2004,  the Company
leased office space from an entity  controlled by the Company's  Chief Executive
Officer  under a sub-let  agreement.  The  rental  cost of $2,734  per month was
passed  through to the Company at the same rental rate charged by the facility's
primary landlord.

InOne Contract
--------------

         We have  entered into a series of contracts  with InOne  Advertising  &
Design,  Inc. ("InOne").  At the time of the initiation of the contracts,  InOne
employed the spouse of Michael  Wilhelm,  the  Company's  CEO.  These  contracts
include (i) a three-year  agreement  dated  January 13, 2003 whereby  InOne will
design and create certain corporate identity and marketing materials in exchange
for 72,000 shares (post split) of our common stock and $15,000.  This  Agreement
also  provides  that  InOne  will  bill us on an  hourly  basis  for  additional
services,  as well as a $100,000  termination fee if the agreement is terminated
as a result of a merger or acquisition of the Company;  (ii) an Agreement  dated
March 14, 2003 whereby InOne will design, create, maintain, and host our website
for one year in exchange for 140,000 shares (post split) of our common stock and
$4,200;  (iii) an Agreement  dated December 30, 2003 whereby InOne will name and
design a logo for our new product for SARS  application  in exchange  for $5,000
and a warrant to purchase  20,000 shares  (post-split) of tour common stock at a
price of $0.125;  (iv) an Agreement  dated  December 31, 2003 whereby InOne will
name and design a logo for our new product for ARDS  application in exchange for
$5,000 and a warrant to purchase 20,000 shares  (post-split) of our common stock
at a price of $0.125.

         At  December  31,  2004,  InOne no longer  employs or has any  business
relationship with the spouse of Mr. Wilhelm.

         The  amounts  due InOne at  December  31,  2004 and 2003 are $2,700 and
$19,565, respectively.

                                       10


Related Party Loans
-------------------

         In October  2003,  we were  loaned  $30,000 by the father of one of our
founders.  Pursuant to the terms of this  transaction,  we provided  this lender
with a warrant to purchase 15,000 shares of our common stock at a price of $2.00
per share.  The  original  duration of the loan was 180 days and was extended to
one year.  The interest  rate was 8% per annum.  This loan was repaid in October
2004.

         In October  2003,  we were loaned  $40,000 by a company  controlled  by
Michael  Wilhelm,  our  President  and  CEO.  Pursuant  to  the  terms  of  this
transaction, we provided this lender with a warrant to purchase 20,000 shares of
our  common  stock at a price of $2.00  per  share.  The loan was  payable  upon
funding of  $150,000 in debt or equity and bore  interest at 8% per annum.  This
loan was repaid in October 2004.

         In  December  2003,  we were  loaned  $20,000 by the  mother-in-law  of
Michael  Wilhelm,  our  President  and  CEO.  Pursuant  to  the  terms  of  this
transaction, we provided this lender with a warrant to purchase 10,000 shares of
our common  stock at a price of $2.00 per share.  The  original  duration of the
loan was 180 days and was  extended to one year.  The  interest  rate was 8% per
annum. This loan was repaid in October 2004.

         In July 2004, we were loaned $10,000 by Michael & Kimberly Wilhelm, our
President and CEO and his spouse. Pursuant to the terms of this transaction,  we
provided  this  lender with a warrant to  purchase  80,000  shares of our common
stock at a price of $.05 per share.  We also provided this lender with a warrant
to purchase  5,000  shares of our common  stock at a price $2.00 per share.  The
loan bore interest at 8% per annum. This loan was repaid in October 2004.

         As of August 15, 2004, we had accrued payables due to our President and
CEO,  Michael  Wilhelm,  of $109,374.  In connection with our completed  private
offering in October  2004,  $89,500 of such amount was  converted  into  716,000
shares of common stock and warrants to purchase 358,000 shares of common stock.

ImmuneRegen BioSciences Asia PTE. LTD.
--------------------------------------

ImmuneRegen  BioSciences Asia PTE. LTD., a Singaporean  company, is an affiliate
of IR  BioSciences  Holdings,  Inc.  Approximately  99% of the  company is owned
equally  between our Chief Executive  Officer and Chairman,  Michael K. Wilhelm,
and our Chief  Research  Scientist and  Director,  Mark Witten.  IR  BioSciences
Holdings, Inc. holds less than 1% ownership in the company. In 2004, we incurred
expenses totaling approximately $45,000, $43,307 on a Singapore-based consultant
and $1,700 on legal and accounting related to the formation of the company.

License Agreement
-----------------

         In December 2002, we entered into a royalty-free license agreement with
David Harris and Mark Witten, who are our two founders and largest shareholders.
Under the terms of the license agreement,  Messrs.  Harris and Witten granted to
us  an  exclusive  license  to  use  and  sublicense  certain  patents,  medical
applications,  and other  technologies  developed by them. Our obligations under
this agreement include (i) reasonable efforts to protect any licensed patents or
other  associated   property  rights;   (ii)  reasonable   efforts  to  maintain
confidentiality of any proprietary  information;  (iii) upon the granting by the
U. S. Food and Drug  Administration to us the right to market a product, we will
maintain a broad form general liability and product liability insurance.

Consulting Agreements
---------------------

         On December 16, 2002 we entered into  consulting  agreements with David
Harris and Mark Witten, who were our two founders and research  scientists.  The
consulting  agreements are on a month-to-month  basis.  Under the terms of these
agreements,  Messrs.  Harris and Witten  agreed to place at the  disposal  of us
their judgment and expertise in the area of acute lung injury.  In consideration
for these services, we agreed to pay each of them a non-refundable fee of $5,000
per month.  The  consulting  agreements  with Messrs.  Harris and Witten are now
terminated.

         Pursuant to  consulting  agreements  entered into with David Harris and
Mark Witten, who are our two founders and chief research scientists,  during the
period from October 30, 2002 (inception) to December 31, 2002, we accrued $5,000
in consulting fees. During the period from January 1, 2003 to December 31, 2003,
we accrued an additional  $120,000 in consulting  fees. We had accrued  payables
collectively due to Drs. Harris and Witten of $125,000 and $5,000 as of December
31,  2003 and 2002,  respectively.  In  connection  with our  completed  private

                                       11


offering in October 2004,  $90,500 of such amount owed to Dr.  Witten  converted
into 724,000 shares of our common stock and warrants to purchase  362,000 shares
of common  stock.  In October  2004,  because Dr. Harris had not taken an active
role in the  management  of the  Company,  he agreed  that he would  forgive the
amount  accrued to him under the consulting  agreement of $107,500.  The Company
accounted for the transaction as a forgiveness of indebtedness under FAS No. 140
during the period ended December 31, 2004.  Messrs.  Harris and Witten no longer
serve as our chief research scientists.

                           STOCK PERFORMANCE GRAPH(1)

      The following  graph  compares the cumulative  stockholder  return through
December 31, 2005 on the Company's common stock with the cumulative total return
of a broad market  index,  the NASDAQ Stock Market U.S.  Index,  and an industry
index,  the NASDAQ  Biotechnology  Stocks Index. The graph assumes that $100 was
invested on December 31, 2000 and assumes reinvestment of the full amount of all
dividends  and  are  calculated  as of as of  December  31  of  each  year.  The
comparisons in this table are required by the applicable SEC regulations and are
not intended to forecast or be indicative of possible  future  performance of IR
BioSciences  Holdings,  Inc.'s common stock.  The  information  presented in the
graph was  obtained by the  Company  from  outside  sources it  considers  to be
reliable but has not been independently verified by the Company.

                                [GRAPHIC OMITTED]

                                Total Return Data


                            12/31/2000     12/31/2001     12/31/2002     12/31/2003     12/31/2004     12/31/2005
                            ----------     ----------     ----------     ----------     ----------     ----------
                                                                                     
IR BioSciences                  100             4              1              7              3              2
NASDAQ Biotech                  100            84             46             67             71             73
NASDAQ Comp                     100            79             54             81             88             89




(1) This Section is not  "soliciting  material," is not deemed  "filed" with the
SEC and is not to be  incorporated  by  reference  in any filing of the  Company
under the Securities Act of 1933, as amended,  or the Securities Exchange Act of
1934, as amended,  whether made before or after the date hereof and irrespective
of any general incorporation language in any such filing.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table sets forth  information  regarding the  beneficial
ownership  of our Common Stock as of the Record Date of May 15, 2006 by: (i) all
those known by the Company to be beneficial  owners of more than five percent of
Common Stock, (ii) each director and executive officer of the Company, and (iii)
all executive officers and directors of the Company as a group. Unless indicated
below, the address for each listed  stockholder is c/o IR BioSciences  Holdings,
Inc., 4021 North 75th Street, Suite 201, Scottsdale, Arizona 85251.

         Beneficial  ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In general, a person who has voting power or
investment  power with respect to securities  is treated as beneficial  owner of
those  securities.  Common  shares  subject to options  and  warrants  currently
exercisable  or  exercisable  within  60  days  of  the  Record  Date  count  as
outstanding  for  computing  the  percentage  beneficially  owned by the  person
holding  these  options  or  warrants.  Those  shares,  however,  are not deemed
outstanding  for the purpose of computing the percentage  ownership of any other
person.  Each  stockholder's  percentage of ownership in the following  table is
based upon 69,628,854  shares of Common Stock outstanding as of the Record Date.
Unless  otherwise  indicated in the table and pursuant to  applicable  community
property  laws, the persons and entities named in the table have sole voting and
sole  investment  power  with  respect  to the  shares  set forth  opposite  the
stockholder's name.

                                       12





                                                         Number of Shares      Percentage of Shares
                                                         of Common Stock         of Common Stock
Beneficial Owner of Shares of Common Stock              Beneficially Owned      Beneficially Owned
------------------------------------------              -------------------    -------------------
                                                                         
Michael K. Wilhelm (1)................................      8,132,814                   7.9%
John N. Fermanis (2)..................................        117,500                    *
Theodore Staahl (3)  .................................      3,489,464                   5.0
All executive officers and directors
  as a group (3 persons) (4)                                9,441,778                  12.8%


Owners of 5% or more
Mark L. Witten (5)  ..................................      9,501,138                  13.5
--------------------------
*        less than 1%


(1)  Includes   1,788,718   shares   underlying   warrants  that  are  currently
     exercisable  at prices  ranging  from  $0.05 to $2.00,  2,106,138  of which
     represent  warrants,  exercisable at $0.05,  to purchase shares held by one
     individual.  Includes  253,030 stock purchase options at with strike prices
     ranging from $0.30 to $0.40.

(2)  Includes 17,500 shares underlying  warrants that are currently  exercisable
     at prices ranging from $0.25 to $0.41.

(3)  Includes 203,000 shares underlying warrants that are currently  exercisable
     at prices ranging from $0.038 to $1.00,  17,500 of which represent warrants
     to purchase  shares held by one  individual  and 17,500 of which  represent
     warrants to purchase shares held by Mark L. Witten.

(4)  Includes  253,030  common  stock  purchase  warrants  issued to  Michael K.
     Wilhelm per his employment agreement.  Includes 4,110,356 shares underlying
     warrants that are currently  exercisable  at prices  ranging from $0.005 to
     $1.00,  and 2,083,638 of which are underlying  warrants to purchase  shares
     held by one individual  and 17,500  represent  warrants to purchase  shares
     held by Mark L. Witten.  Includes an  aggregate  of 346,000  shares held by
     Michael K.  Wilhelm,  Mark L. Witten and another  individual  that underlie
     currently exercisable warrants held by eight individuals.

(5)  Includes 712,000 shares underlying warrants that are currently  exercisable
     at prices  ranging from $0.125 to $0.50.  Includes  163,000  shares held by
     Mark L. Witten that underlie currently  exercisable  warrants held by seven
     individuals.

                                       13


                                 PROPOSAL NO. 2

         APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO
            INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

Description of Proposed Amendment
---------------------------------

       On May 4, 2006, the Board of Directors  unanimously approved an amendment
to the Company's  Certificate of  Incorporation,  as amended (the  "Amendment"),
subject to stockholder  approval, to increase the number of authorized shares of
Common Stock from 100,000,000 to 250,000,000 to be effected upon the filing with
the Secretary of State of the State of Delaware the appropriate amendment to our
Certificate  of   Incorporation,   as  amended  (the  "Increased   Common  Stock
Amendment").  The full text of the  proposed  Amendment is set out in Annex A to
this  Proxy  Statement.  The  text  of the  proposed  Amendment  is  subject  to
modification  to include  such  changes as may be  required by the office of the
Secretary of State of Delaware or as our Board of Directors  deems necessary and
advisable  to effect the increase in the number of  authorized  shares of Common
Stock.  The  Amendment  does not  include a change in the  number of  authorized
shares of Preferred Stock.

       The stockholders are being asked to approve the Amendment.

Required Vote
-------------

         The affirmative vote of a majority of the issued and outstanding shares
of Common  Stock  entitled  to vote at the  Annual  Meeting of  Stockholders  is
required to approve the foregoing proposal. As a result,  abstentions and broker
non-votes  will have the same  effect  as  negative  votes.  In the  absence  of
instructions  to the contrary,  proxies  covering the common stock will be voted
for the amendment.




       If the proposal is not approved by the  stockholders,  the Amendment will
not be filed and the proposal will not be implemented.

Reasons for the Increased Common Stock Amendment
------------------------------------------------

         We currently  have  100,000,000  shares of Common Stock  authorized for
issuance.  We effected a two-for-one  forward split of our Common Stock in April
2004.  In  connection  with the increase in the number of  authorized  shares of
Common Stock,  the Board has determined  that it is in the best interests of the
Company and its  stockholders  to increase  the number of  authorized  shares of
Common  Stock  from  100,000,000  to  250,000,000.  The  increase  would  become
effective  upon filing the proposed  Decreased  Common Stock  Amendment with the
Secretary  of State of the State of  Delaware  or such  later date as may be set
forth in the Certificate of Amendment.

         The Board  determined  to increase the number of  authorized  shares of
Common Stock because it believes  that the current  number is  insufficient  for
existing and future  corporate  purposes,  and the increase is needed to provide
flexibility  for  issuances of Common  Stock to raise  additional  capital,  for
strategic business  opportunities that may be presented from time to time and to
allow  additional  shares of  Common  Stock to be  reserved  and  available  for
issuance under our 2003 Stock Option, Deferred Stock and Restricted Stock Plan.

Shares of Common Stock Issued and Outstanding
---------------------------------------------

         The Company is currently  authorized to issue a maximum of  100,000,000
shares of Common  Stock.  As of the  Record  Date of May 15,  2006,  there  were
approximately  69,628,854  shares of Common Stock issued and outstanding.  As of
that date,  an  additional  317,242  shares of Common Stock were  issuable  upon
exercise of  outstanding  stock  options and an  additional  67,502  shares were
reserved  under our  stock  option  plans for  future  grants  of  options.  The
Increased  Common  Stock  Amendment  will not change  the number of  outstanding
shares of Common  Stock but will  provide  the Board  with the  ability to issue
additional  shares of Common Stock as it determines  to be for proper  corporate
purposes and in the best interests of the Company.

                                       14


            The holders of our Common  Stock are  entitled to one vote per share
on all  matters  submitted  to a vote of our  stockholders.  In  addition,  such
holders  are  entitled  to receive  ratably  such  dividends,  if any, as may be
declared  from  time to time by our  Board of  Directors  out of  funds  legally
available  therefore.  No  dividends  may be paid on the Common  Stock until all
accrued  but unpaid  dividends  on the shares of our  preferred  stock have been
paid. In the event of the dissolution, liquidation or winding up of our company,
the  holders  of Common  Stock  are  entitled  to share  ratably  in all  assets
remaining  after payment of all  liabilities  of our company and the  preference
amount  distributable  to the  holders of the  shares of  preferred  stock.  The
holders of Common Stock do not have any  subscription,  redemption or conversion
rights,  nor do they have any preemptive or other rights to acquire or subscribe
for additional, unissued or treasury shares.

         With the exception of the number of authorized  shares of Common Stock,
the rights and preferences of the shares of Common Stock prior and subsequent to
the  increased   authorized  Common  Stock  will  remain  the  same.  After  the
effectiveness  of the Increased  Authorized  Common Stock  Amendment,  it is not
anticipated  that  the  financial  condition  of  the  Company,  the  percentage
ownership of management, the number of the Company's stockholders, or any aspect
of the  Company's  business  would  materially  change solely as a result of the
increased number of authorized shares of Common Stock.

            The Common Stock is currently  registered under Section 12(g) of the
Exchange Act, and as a result,  the Company is subject to the periodic reporting
and other  requirements  of the Exchange  Act. The increased  authorized  Common
Stock will not affect the  registration  of the Common  Stock under the Exchange
Act. If the proposed Increased Common Stock Amendment is implemented, our Common
Stock will  continue to be reported on the OTC  Bulletin  Board under the symbol
"IRBO."

Effects of the Increased Authorized Common Stock
------------------------------------------------

       As a result of the increased number of authorized shares of Common Stock,
there will be an increase  in the total  number of  authorized  shares of Common
Stock that the Company may issue  including the number of shares of Common Stock
unissued and  available  for future  issuance.  This will increase the number of
shares of available  Common  Stock for issuance to raise  capital for any proper
corporate purpose approved by the Board of Directors, including future financing
transactions.  The issuance in the future of such additional  authorized  shares
may have the effect of diluting the earnings per share and book value per share,
as well as the stock ownership and voting rights,  of the currently  outstanding
shares of our common stock.  The effective  increase in the number of authorized
but  unissued  shares  of  our  Common  Stock  may be  construed  as  having  an
anti-takeover  effect by  permitting  the issuance of shares to  purchasers  who
might  oppose a hostile  takeover  bid or oppose any  efforts to amend or repeal
certain  provisions of the our Certificate of Incorporation  or our Bylaws.  The
increased  authorized  Common  Stock is not being  proposed  in  response to any
effort of which  management  of the  Company  is aware to  accumulate  shares of
Common Stock or obtain control of the Company,  nor is it part of a similar plan
by management.

     Holders  of the  Common  Stock  have no  preemptive  or other  subscription
rights.

            In addition,  the increased  number of  authorized  shares of Common
Stock will allow additional  shares of Common Stock to be reserved and available
for issuance  under our Plan if Proposal  No. 3 is approved by the  stockholders
for an  amendment  to our Plan to  increase  the  number of shares of our Common
Stock  reserved  and  available  for issuance  under the Plan from  3,600,000 to
20,000,000.

Appraisal Rights
----------------

         No  appraisal  rights are  available  under  Delaware  law or under the
Company's   Certificate  of  Incorporation,   as  amended,  or  By-Laws  to  any
stockholder who dissents from the proposal to approve the Increased Common Stock
Amendment.  There  may  exist  other  rights  or  actions  under  state  law for
stockholders  who are aggrieved by an increase in authorized  shares  generally.
Although the nature and extent of such rights or actions are  uncertain  and may
vary  depending  upon the  facts or  circumstances,  stockholder  challenges  to
corporate  action in general are related to the  fiduciary  responsibilities  of
corporate officers and directors and to the fairness of corporate transactions.

Effect on Legal Ability to Pay Dividends
----------------------------------------

         The Increased  Common Stock  Amendment will have no material  impact on
the legal ability of the Company to pay dividends.

                                       15


                                 PROPOSAL NO. 3

     APPROVAL OF AN AMENDMENT TO OUR 2003 STOCK OPTION, DEFERRED STOCK AND
   RESTRICTED STOCK PLAN (THE "PLAN") TO INCREASE THE NUMBER OF SHARES OF OUR
        COMMON STOCK RESERVED AND AVAILABLE FOR ISSUANCE UNDER THE PLAN

        NOTE: PROPOSAL NO. 3 IS CONDITIONED UPON AND MAY BECOME EFFECTIVE
       ONLY IN THE EVENT THAT THE INCREASED COMMON STOCK AMENDMENT AS SET
    FORTH IN PROPOSAL NO. 2 IS APPROVED BY THE COMPANY'S STOCKHOLDERS. YOUR
  VOTE ON PROPOSAL NO. 3 IS SUBJECT TO STOCKHOLDER APPROVAL OF PROPOSAL NO. 2
      AND YOUR VOTE WILL HAVE NO EFFECT UNLESS PROPOSAL NO. 2 IS APPROVED
      BY THE STOCKHOLDERS. IN THE EVENT PROPOSAL NO. 2 IS NOT APPROVED BY
        THE STOCKHOLDERS, THEN PROPOSAL NO. 3 CANNOT BE MADE EFFECTIVE.

Description of Proposed Amendment
---------------------------------

       On May 4, 2006, the Board of Directors,  conditioned  upon and subject to
approval by the  stockholders  of the  Increased  Common Stock  Amendment as set
forth in Proposal  No. 2,  unanimously  approved an  amendment to our 2003 Stock
Option,  Deferred  Stock and  Restricted  Stock  Plan,  subject  to  stockholder
approval,  to  increase  the  number  of shares of  Common  Stock  reserved  and
available for issuance  under the Plan from  3,600,000 to 20,000,000 be effected
upon approval by the stockholders (the "Plan  Amendment").  The full text of the
proposed Plan Amendment is set out in Annex B to this Proxy Statement.  The text
of the proposed  Amendment is subject to modification to include such changes as
our Board of Directors  deems  necessary and advisable to effect the increase in
the number of shares of Common Stock  reserved and available for issuance  under
the Plan.

       The stockholders are being asked to approve the Plan Amendment.

Vote Required and Recommendation
--------------------------------

          The approval of the Plan Amendment to increase the number of shares of
our Common Stock reserved and available for issuance under the Plan will be made
upon the  affirmative  vote of the  majority of shares  voting on the  proposal.
Abstentions and brokers  non-votes will have no effect on the outcome.  THE PLAN
AMENDMENT IS CONDITIONED UPON AND SUBJECT TO APPROVAL BY THE STOCKHOLDERS OF THE
INCREASED  COMMON  STOCK  AMENDMENT AS SET FORTH IN PROPOSAL NO. 2. IN THE EVENT
THAT PROPOSAL NO. 2 IS NOT APPROVED BY THE  STOCKHOLDERS,  THEN ALL VOTES BY THE
STOCKHOLDERS IN FAVOR OF PROPOSAL NO. 3 WILL NOT APPROVE THE PLAN AMENDMENT, AND
THE PLAN AMENDMENT WILL NOT BECOME EFFECTIVE.


       If the proposal is not approved by the  stockholders,  the Plan Amendment
will not be effective and the proposal will not be implemented.

Reasons for the Plan Amendment
------------------------------

         The purpose of the Plan is to enable us to obtain and retain  competent
personnel  who will  contribute  to the  Company's  success  by  their  ability,
ingenuity and industry,  and to provide incentives to such personnel and members
that are linked directly to increases in stockholder  value, and will therefore,
inure to the benefit of all stockholders of the Company.  Eligible recipients of
awards under the Plan include employees, directors,  consultants and advisors of
the Company.  Currently,  awards consisting of deferred stock,  restricted stock
and options to purchase  shares of Common  Stock and issued under the Plan total
3,532,498  shares of Common  Stock  and there are only  67,502  shares of Common
Stock reserved and available for issuance under the Plan.

         The Board  determined  to increase the number of shares of Common Stock
reserved and available for issuance  under the Plan because it believes that the
current number is insufficient for the purposes of the Plan as stated above. The
market for  quality  personnel  is  competitive,  and the  ability to obtain and
retain competent personnel is of great importance to our business operations


Effects of the Plan Amendment
-----------------------------

         As a result of the Plan  Amendment,  there will be an  increase  in the
total  number of shares of Common Stock  reserved  for issuance  under the Plan.
This  provides  us with the  ability to grant  more  awards  than are  currently
available under the Plan to eligible recipients including employees,  directors,
consultants  and  advisors.  The issuance in the future of awards under the Plan

                                       16


consisting of deferred stock, restricted stock and options to purchase shares of
Common  Stock may have the effect of diluting  the  earnings  per share and book
value per  share,  as well as the stock  ownership  and  voting  rights,  of the
currently  outstanding shares of our Common Stock. The effective increase in the
number of authorized but unissued shares of our Common Stock which may be issued
as awards under the Plan may be construed as having an  anti-takeover  effect by
permitting  the  issuance  of shares to  purchasers  who might  oppose a hostile
takeover bid or oppose any efforts to amend or repeal certain  provisions of the
our Certificate of Incorporation  or our Bylaws.  The increased number of shares
of Common Stock  reserved and available  under the Plan is not being proposed in
response to any effort of which management of the Company is aware to accumulate
shares of Common  Stock or obtain  control of the  Company,  nor is it part of a
similar plan by management.

         Holders of the Common Stock have no preemptive or other subscription
rights.

         In addition, with an increase in the number of shares of Common Stock
reserved and available for issuance under the Plan, our Board will be able to
approve the grant to our CEO, Michael Wilhelm, of a nonstatutory option to
purchase 1,896,970 shares of Common Stock pursuant to provisions of Mr.
Wilhelm's new employment agreement entered into with the Company on August 10,
2005.

Appraisal Rights
----------------

         No  appraisal  rights are  available  under  Delaware  law or under the
Company's   Certificate  of  Incorporation,   as  amended,  or  By-Laws  to  any
stockholder who dissents from the proposal to approve the Plan Amendment.  There
may exist  other  rights or actions  under  state law for  stockholders  who are
aggrieved by an increase in authorized shares generally. Although the nature and
extent of such rights or actions are uncertain and may vary  depending  upon the
facts or  circumstances,  stockholder  challenges to corporate action in general
are  related  to  the  fiduciary  responsibilities  of  corporate  officers  and
directors and to the fairness of corporate transactions.

Effect on Legal Ability to Pay Dividends
----------------------------------------

         The Plan Amendment will have no material impact on the legal ability of
the Company to pay dividends.


                                 PROPOSAL NO. 4

   RATIFICATION OF THE APPOINTMENT OF RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                        AS INDEPENDENT OUTSIDE ACCOUNTANT

         The Company's stockholders are being asked to ratify the appointment of
Russell Bedford Stefanou Mirchandani LLP as our independent outside accountant.


Required Vote
-------------

 The ratification of the appointment of Russell Bedford Stefanou Mirchandani LLP
as our independent  outside accountant will be adopted upon the affirmative vote
of the  majority  of shares  voting on the  proposal.  Abstentions  and  brokers
non-votes will have no effect on the outcome.




         Russell Bedford  Stefanou  Mirchandani LLP was selected by the Board as
our principal independent public accounting firm beginning in April 2004 and has
conducted  our audit for the years  ending  December  31,  2004.  We are  asking
stockholders to ratify the appointment of Russell Bedford  Stefanou  Mirchandani
LLP to conduct the audit for the year ending December 31, 2006. A representative
of Russell  Bedford  Stefanou  Mirchandani  LLP will  attend the annual  meeting
telephonically,  have an  opportunity  to make a statement  and be  available to
answer questions.  Fees for the fiscal 2005 annual audit paid to Russell Bedford
Stefanou Mirchandani LLP was $67,000. We paid no fees for financial  information
systems  designs  and  implementation.  Our Board  has  considered  whether  the
provision of these  services is  compatible  with  maintaining  Russell  Bedford
Stefanou Mirchandani LLP's independence and has concluded that it is compatible.


                                       17

                       SECTION 16(a) BENEFICIAL OWNERSHIP
                              REPORTING COMPLIANCE

          Section  16(a) of the  Securities  Exchange  Act of 1934  requires our
executive officers and directors, and persons who own more than ten percent of a
registered  class of our equity  securities  to file  reports of  ownership  and
changes in ownership  with the  Securities  and Exchange  Commission.  Executive
officers,  directors  and  greater  than 10%  stockholders  are  required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. Based
solely on its review of the copies of such forms  received by us during the year
ended  December  31,  2005,  we believe  that,  during  such year our  executive
officers,  directors, and ten percent stockholders complied with all such filing
requirements.

                              SHAREHOLDER PROPOSALS


Proposals to be Included in Proxy Statement
-------------------------------------------


         Shareholders  are hereby  notified  that if they wish a proposal  to be
included in our proxy  statement  and form of proxy  relating to the 2006 Annual
Meeting of  Shareholders,  they must deliver a written copy of their  proposal a
reasonable  time before the Company begins to print and mail its proxy materials
for the  meeting.  Proposals  must  comply  with the  proxy  rules  relating  to
stockholder  proposals,  in particular Rule 14a-8 under the Securities  Exchange
Act of 1934, in order to be included in our proxy materials.


Proposals to be Submitted for Annual Meeting
--------------------------------------------


         Shareholders  who wish to submit a proposal  for  consideration  at our
2006 annual meeting of shareholders,  but who do not wish to submit the proposal
for inclusion in our proxy  statement  pursuant to Rule 14a-8 under the Exchange
Act,  must, in accordance  with our bylaws,  deliver a copy of their proposal no
earlier  than the 90th day prior to such  annual  meeting and not later than the
close of business on the later of the 60th day prior to the first anniversary of
the preceding year's annual meeting;  provided,  however, that in the event that
the date of the annual  meeting is  advanced  by more than 30 days or delayed by
more  than  60  days  from  such  anniversary  date  or if the  Company  has not
previously held an annual  meeting,  notice by the stockholder to be timely must
be so delivered  not earlier than the close of business on the 90th day prior to
such annual meeting and not later than the close of business on the later of the
60th day prior to such  annual  meeting  or the tenth day  following  the day on
which  public  announcement  of the date of such  meeting is first made.  Public
announcement  means disclosure in a press release reported by the Dow Jones News
Service,  Associated Press or comparable news service or in a document  publicly
filed by the  company  with the SEC  pursuant  to Section 13, 14 or 15(d) of the
Securities  Exchange  Act of 1934,  as amended.  Any  shareholder  submitting  a
proposal must provide a brief  description of the business desired to be brought
before the meeting,  the reasons for conducting such business at the meeting and
any material  interest in such business of such  stockholder  and the beneficial
holder,  if any, on whose behalf the proposal is made. The  stockholder  and the
beneficial  owner,  if any, on whose  behalf the  proposal is made must  provide
their name and  address as it appears on the books of the  Company and the class
and number of shares of the Company which are beneficially  owned and of record.
Furthermore,  such  stockholder  must  promptly  provide  any other  information
reasonably requested by the Company.

                          TRANSACTION OF OTHER BUSINESS

         At the date of this Proxy Statement,  the only business which our Board
of Directors intends to present or knows that others will present at the meeting
is as set forth  above.  If any other  matter or matters  are  properly  brought
before the  meeting,  or any  adjournment  thereof,  it is the  intention of the
persons  named in the  accompanying  form of  proxy  to vote  the  proxy on such
matters in accordance with their best judgment.

         Your  cooperation  in giving this matter your  immediate  attention and
returning your proxies will be appreciated.

                                 By Order of the Board of Directors


                                 /s/ Michael K. Wilhelm
                                 ------------------------------------------
                                 President and Chief Executive Officer


Dated: ______________, 2006
Scottsdale, Arizona



                                       18





[GRAPHIC OMITTED]




                          \/ DETACH PROXY CARD HERE \/
[GRAPHIC OMITTED]

                                      PROXY

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                          IR BIOSCIENCES HOLDINGS, INC.

         The undersigned hereby appoints Messrs.  Michael K. Wilhelm and John N.
Fermanis,  each of them as proxy  holders  with full power of  substitution,  to
represent,  vote  and act with  respect  to all  shares  of  common  stock of IR
BioSciences  Holdings,  Inc. which the undersigned  would be entitled to vote at
the annual  meeting of  shareholders  to be held on June 28, 2006, at 9:00 a.m.,
local time,  at the Pointe South  Mountain  Resort,  7777 South Pointe  Parkway,
Phoenix,  Arizona 85044, or any  adjournments  thereof,  with all the powers the
undersigned would possess if personally present as follows:

       (Continued, and to be marked, dated and signed, on the other side)

[GRAPHIC OMITTED]





 \/ DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY THE INTERNET OR TELEPHONE \/


                          IR BIOSCIENCES HOLDINGS, INC.

The Board of Directors recommends a vote "FOR" each of the proposals.  The Proxy
confers   authority  to  vote  and  shall  be  voted  in  accordance  with  such
recommendation  unless a contrary  instruction is indicated,  in which case, the
shares  represented  by  the  Proxy  will  be  voted  in  accordance  with  such
instruction.  If no  instruction  is specified  with respect to the matter to be
acted upon, the shares represented by the proxy will be voted "FOR" the proposal
and in accordance with the recommendations of management.  If any other business
is presented at the meeting,  this Proxy confers authority to and shall be voted
in accordance with the recommendations of management.

                                                          
1. THE ELECTION OF THREE DIRECTORS TO HOLD OFFICE             3. In the event Proposal No. 2 is approved by the stockholders,
UNTIL THE 2007 ANNUAL MEETING OF  STOCKHOLDERS                approval of the amendment to IR BioSciences Holdings, Inc.'s 2003
                                                              Stock Option, Deferred Stock and Restricted Stock Plan to increase the
                                                              number of shares of the Company's Common Stock reserved for issuance
                                                              under the Plan from 3,600,000 to 20,000,000.


01 Michael K.   03 Hal N. Siegel       (INSTRUCTIONS: TO       [ ]    FOR        [ ]    AGAINST          [ ]   ABSTAIN
Wilhelm                                WITHHOLD AUTHORITY
                                       TO VOTE FOR ANY
02 Theodore E.                         INDICATED NOMINEE,
Staahl                                 WRITE THE
                                       NUMBER(S) OF THE
[ ] Vote For All   [ ]  Vote           NOMINEE(S) ON THE
Nominees (except)  WITHHELD From All   LINE BELOW.)
as marked)         Nominees            ___________________
                                       ___________________



 2.  Approval of the  amendment to IR  BioSciences            4. The  ratification  of the appointment of Russell Bedford Stefanou
 Holdings, Inc.'s Certificate of Incorporation, as            Mirchandani  LLP as our independent  public accountants  for the year
 amended,  to increase the number of shares of the            ending  December  31,  2006.
 Company's authorized Common Stock from 100,000,000
 to 250,000,000.

[ ]    FOR        [ ]    AGAINST          [ ]   ABSTAIN       [ ]    FOR        [ ]    AGAINST          [ ]   ABSTAIN


                                                              5. Transaction of such other business as may properly come
                                                              before the meeting and any adjournments or adjournments thereof.
(Please date this Proxy and sign your name as it
appears on your stock certificates.  Executors,               [ ]    FOR        [ ]    AGAINST          [ ]   ABSTAIN
administrators, trustees, etc., should give their full
title.  If a corporation, please sign in full
corporate name by the president or other authorized
officer.  If a partnership, please sign in partnership
name by an authorized person.  All joint owners should
sign.)
                                                              __________________________________________
                                                              (Number of Shares)




                                                              __________________________________________
                                                              (Please Print Your Name)




                                                              __________________________________________
                                                              (Please Print Your Name)


                                                              __________________________________________
                                                              (Date)


                                                              __________________________________________
                                                              (Signature of Shareholder)


                                                              __________________________________________
                                                              (Signature of Shareholder)


                                                              __________________________________________
                                                              (Email Address)

         This Proxy may be revoked prior to its exercise by filing with our
         Secretary duly executed proxy bearing a later date or an instrument
         revoking this Proxy, or by attending the meeting and voting in person.


                                               Please Detach Here
                              ^ You Must Detach This Portion of the Proxy Card ^
                                 Before Returning it in the Enclosed Envelope











                                     Annex A

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                         IR BIOSCIENCES HOLDINGS, INC.,

                             a Delaware corporation

Pursuant to Section 242 of the General Corporation Law of the State of Delaware,
the undersigned, Michael K. Wilhelm, President and Chief Executive Officer of IR
BioSciences  Holdings,  Inc., a corporation  organized and existing under and by
virtue of the  General  Corporation  Law of the State of  Delaware,  DOES HEREBY
CERTIFY,

FIRST: The name of the Corporation is IR BioSciences Holdings, Inc. (hereinafter
the "Corporation").

SECOND:  Pursuant to Section 242 of the Delaware  General  Corporation  Law, the
Board of Directors of the Corporation has duly adopted a resolution proposing
and declaring advisable the amendment to the Certificate of Incorporation of the
Corporation, as amended, set forth in this Certificate of Amendment as follows:

     RESOLVED, that Article FOURTH of the Certificate of Incorporation of the
Corporation, as amended, is amended by striking out the first paragraph of
subsection (a) consisting of three sentences of the Article thereof numbered
"FOURTH" and changing said Article so that as amended, the first paragraph of
subsection (a) of said Article shall read as follows:

                  "This Corporation is authorized to issue two classes of stock
         to be designated as "Common Stock" and "Preferred Stock". The total
         number of shares of Common Stock which this Corporation is authorized
         to issue is Two Hundred Fifty Million (250,000,000) shares, par value
         $0.001 per share. The total number of shares of Preferred Stock which
         this Corporation is authorized to issue is Ten Million (10,000,000)
         shares, par value $0.001 per share."

THIRD: Pursuant to Section 242 of the Delaware General Corporation Law, a
majority of the outstanding stock entitled to vote thereon and a majority of the
outstanding  stock of each class  entitled  to vote  thereon as a class has duly
approved,  the amendment to the Certificate of Incorporation of the Corporation,
as amended, set forth in this Certificate of Amendment.

FOURTH:  That said amendment was duly adopted, in accordance with the provisions
of Section 242 of the General Corporation law of the State of Delaware.

FIFTH: This amendment shall be effective on the date this Certificate of
Amendment is filed and accepted by the Secretary of State of the State of
Delaware.

         IN WITNESS WHEREOF, the undersigned,  being the Chief Executive Officer
of the  Corporation,  for purposes of amending its Certificate of  Incorporation
pursuant to the General  Corporation Law of the State of Delaware,  acknowledges
that it is his act and deed and that the facts stated  herein are true,  and has
signed this instrument this __ day of __________, 2006.


                     IR BIOSCIENCES HOLDINGS, INC.

                     By:
                         --------------------------------------
                     Name:    Michael K. Wilhelm
                     Title:   Chief Executive Officer







                                     Annex B

                                 AMENDMENT NO. 1
                                       TO
                          IR BIOSCIENCES HOLDINGS, INC.

           2003 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN

         Pursuant to Section 7 of the IR BioSciences  Holdings,  Inc. 2003 Stock
Option,  Deferred  Stock and  Restricted  Stock Plan (the  "Plan")  the Board of
Directors  has duly  adopted a  resolution,  conditioned  upon  approval  by the
stockholders of the amendment to the Certificate of  Incorporation,  as amended,
to increase the number of authorized  shares of Common Stock from 100,000,000 to
250,000,000,  approving  this  Amendment No. 1 to the Plan to increase the total
number of shares of Common Stock  reserved and available for issuance  under the
Plan as follows:


         Section  3(a) of Plan is  hereby  amended  to read in its  entirety  as
follows:

         "SECTION 3           STOCK SUBJECT TO PLAN

               (a)            The total  number of shares of Stock  reserved and
                              available  for  issuance  under the Plan  shall be
                              20,000,000  shares.  Such shares shall  consist of
                              authorized and unissued shares."

         All other terms and  provisions of the Plan shall remain  unchanged and
in full force and effect as written.

         Pursuant to Section 7 of the Plan, a majority in voting interest of the
 stockholders  present in person or by proxy and entitled to vote at the meeting
 of stockholders at which this Amendment No. 1 was considered, has duly approved
 this Amendment No. 1 to the Plan.

         IN WITNESS WHEREOF, this Amendment No. 1 is made effective this ___ day
of __________, 2006.

                                     IR BIOSCIENCES HOLDINGS, INC.,
                                     A Delaware Corporation


                                     --------------------------------
                                     Name:  Michael Wilhelm
                                     Title: Chief Executive Officer