8-A12G

Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

IRIS BIOTECHNOLOGIES INC.

(Exact Name of Registrant as Specified in its Charter)

California	77-0506396
(State or Other Jurisdiction of	(IRS Employer Identification No.)
Incorporation or Organization)
5201 Great America Parkway, Suite 320, Santa Clara, CA	95054
(Address of Principal Executive Offices)	(Zip Code)

If this form relates to the registrationof a class of securities pursuant toSection 12(b) of the Exchange Actand is effective pursuant to General InstructionA.(c), check the following box: o If this form relates to the registrationof a class of securities pursuant toSection 12(g) of the Exchange Actand is effective pursuant to General Instruction A.(d), check the following box. x

Securities Act registration statement file number to which this form relates:  333-142076

(If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which
To Be So Registered	Each Class Is to Be Registered

Securities to be registered pursuant to Section 12(g) of the Act:  Common Stock, no par value

Item 1.  Description of Registrant’s Securities to Be Registered.

Reference is made to the Company’s Registration Statement on Form SB-2 (Registration No.333-142076), and all amendments thereto, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.  A description of the Registrant’s securities to be registered, as required by Item 202 of Regulation S-K, is incorporated herein by reference to the section entitled “Description of Securities to be Registered” in the Company’s Preliminary Prospectus forming a part of the Company’s Registration Statement on Form SB-2, File No.333-142076, and all amendments thereto, filed with the Securities Exchange Commission on December 5, 2007.

Item 2.  Exhibits.

Exhibit
Number	Description of Document
1.1	Specimen of Certificate for Common Stock.
2.1	Articles of Incorporation, as amended (Filed as Exhibit 3.1 to the Registration Statement on Form SB-2, File No. 333-142076, and hereby incorporated herein by reference).
2.2	Certificate of Amendment of Articles of Incorporation (Filed as Exhibit 3.2 to the Registration Statement on Form SB-2, File No. 333-142076, and hereby incorporated herein by reference).
2.3	Amended and Restated By-Laws (Filed as Exhibit 3.3 to the Registration Statement on Form SB-2, File No. 333-142076, and hereby incorporated herein by reference).

2

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	IRIS BIOTECHNOLOGIES INC.
	Registrant
By:	/s/ Simon Chin
	Simon Chin, President, Chief Executive
	Officer and Chief Financial Officer

Date:      May 16, 2008

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EX-1.1

Exhibit 1.1

NUMBER	SHARES
01G68

Iris BioTechnologies Inc.

INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA

SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP 46269V 10 O

COMMON STOCK

THIS CERTIFIES THAT:

IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF NO PAR VALUE EACH OF

Iris BioTechnologies Inc.

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate duly endorsed or assigned.  This certificate and the shares represented hereby are subject to the laws of the State of California, and to the Articles of Incorporation and By-laws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

DATED		COUNTERSIGNED:	STOCKTRANS, INC.
	[SEAL]		44 WEST LANCASTER AVE, ARDMORE, PA 19303
	IRIS BIOTECHNOLOGIES INC.	BY:	TRANSFER AGENT
	CORPORATE
	SEAL
	1999		AUTHORIZED SIGNATURE
	CALIFORNIA

/s/ Simon A. M. Chin	/s/ Simon A. M. Chin
SECRETARY	PRESIDENT

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as through they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT	Custodian
TEN ENT - as tenants by the entireties		(Cust)	(Minor)
JT TEN - as joint tenants with right of survivorship  and not as tenants in common		under Uniform Gift to Minors ACT                     (State)

Additional abbreviations may also be used though not in the above list.

For Value Received                     hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	Shares
of the stock represented by the within Certificate, and do hereby0 irrevocably constitute and appoint
	Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated
	NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER

THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM.

COLUMBIA FINANCIAL PRINTING CORP. - www.stockinformation.com