-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S13Y78tkY+h6dlmXTftAL95B6KGae3rhEX4Mqq0Jh5kXqlljAjyT5sgjHRnhMiTu yYqTSrbfXCtKPGsg+EHLDQ== 0001144204-08-001856.txt : 20080111 0001144204-08-001856.hdr.sgml : 20080111 20080111162658 ACCESSION NUMBER: 0001144204-08-001856 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080111 DATE AS OF CHANGE: 20080111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IR BIOSCIENCES HOLDINGS INC CENTRAL INDEX KEY: 0000793043 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133301899 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40624 FILM NUMBER: 08526545 BUSINESS ADDRESS: STREET 1: 4021 NORTH. 75TH STREET STREET 2: SUITE 201 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 480-922-3926 MAIL ADDRESS: STREET 1: 4021 NORTH. 75TH STREET STREET 2: SUITE 201 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 FORMER COMPANY: FORMER CONFORMED NAME: GPN NETWORK INC DATE OF NAME CHANGE: 20020408 FORMER COMPANY: FORMER CONFORMED NAME: GOPUBLICNOW COM INC DATE OF NAME CHANGE: 20000420 FORMER COMPANY: FORMER CONFORMED NAME: DERMARX CORP DATE OF NAME CHANGE: 19950118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORNELL CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001132874 IRS NUMBER: 134150836 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MCGUIRE WOODS LLP STREET 2: 9 WEST 57TH STREET SUITE 1620 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125482100 MAIL ADDRESS: STREET 1: 101 HUDSON STREET STREET 2: SUITE 3606 CITY: JERSEY CITY STATE: NJ ZIP: 07302 SC 13G 1 v099555_sc13g.txt Page 1 ------------------------------- OMB APROVAL ------------------------------- OMB Number: 3235-0145 ------------------------------- Expires: February 28, 2009 ------------------------------- Estimated average burden hours per response...10/4 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* IR BIOSCIENCES HOLDINGS, INC. (Name of Issuer) - -------------------------------------------------------------------------------- Common Stock, par value $0.001 per share ---------------------------------------- (Title of Class of Securities) 46264M20 -------- (CUSIP Number) January 8, 2008 - -------------------------------------------------------------------------------- (Date of Event, which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information, which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes). Page 2 Cusip No. 46264M20 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). YA Global Investments, L.P. (13-4150836) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 11,317,931 ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 11,317,931 WITH: ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,317,931 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- Page 3 Item 1. (a) Name of Issuer: IR BIOSCIENCES HOLDINGS, INC. (b) Address of Issuer's Principal Executive Offices: 8767 E. Via de Ventura Suite 190 Scottsdale, Arizona 85258 Item 2. Identity and Background. (a) Name of Person Filing: YA Global Investments, L.P. (b) Address of Principal Executive Office or, if none, Residence of Reporting Persons: 101 Hudson Street, Suite 3700 Jersey City, NJ 07302 (c) Citizenship: Cayman Islands (d) Title of Class of Securities: Common Stock, par value $0.001 per share (e) Cusip Number: 46264M20 Item 3. If the statement is filed pursuant to ss.ss. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 of the Act (15 U.S.C. 78o); (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); or (j) [ ] Group, in accordance with 240.13d(b)(1)(ii)(J). Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 11,317,931 (b) Percentage of Class: 9.99%* (c) Number of shares as to which the person has: (i) Sole Power to vote or to direct the vote: 11,317,931 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition: 11,317,931 (iv) Shared power to dispose or to direct the disposition: 0 Page 4 Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of more than five percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Not Applicable Item 8. Identification and Classification of Member Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect. * In addition to the number of shares memorialized above, YA Global Investments, L.P. ("YA Global") is the owner of the Warrants to purchase 7,500,000 shares of common stock exercisable at $.025 per share which it obtained through Securities Purchase Agreements dated January 3, 2008. These shares are not included in the calculation of the amount of outstanding shares owned by YA Global because the Warrant Agreement prohibits YA Global from converting any of its Warrants if at the time YA Global is entitled to exercise any Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by YA Global and its affiliates to exceed 9.99% of the outstanding shares of the Common Stock following such exercise. Page 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct. Dated: January 8, 2008 REPORTING PERSON: YA GLOBAL INVESTMENTS, L.P. By: Yorkville Advisors, LLC Its: Investment Manager By: /s/ Steven S. Goldstein ------------------------- Name: Steven S. Goldstein, Esq. Its: Chief Compliance Officer -----END PRIVACY-ENHANCED MESSAGE-----