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**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**WASHINGTON,      D.C. 20549**

**FORM      10-KSB/A**

**Amendment      No. 2**

|  x          | **Annual                Report Pursuant to Section 13 or 15(d) of the Securities Exchange                Act of                1934**     |
|------------------|-------------------------------------------------------------------------------------------------------------------------------------------|
|             | **For                the fiscal year ended December 31, 2006.**                                                                           |
|             |                                                                                                                                      |
| ** ****OR** |
|             |                                                                                                                                      |
|  o          | **Transition                Report Pursuant to Section 13 or 15(d) of the Securities Exchange                Act of                1934** |

**COMMISSION      FILE NUMBER: **
**33-05384**

**IR      BIOSCIENCES HOLDINGS, INC.**

| **DELAWARE**                                                                  |   | **13-3301899**                                            |
|-------------------------------------------------------------------------------|--------|-----------------------------------------------------------|
| (State                or Other Jurisdiction of Incorporation or Organization) |   |  (I.R.S.                Employer Identification No.) |
|                                                                          |   |                                                      |
| **4021                N. 75th Street, Suite 201, Scottsdale, AZ**             |   |  **85251**                                           |
|  (Address                of Principal Executive Offices)                 |   |  (Zip                Code)                           |

**(480)      922-3926**

**NONE**

**COMMON      STOCK, $ 0.001 PAR VALUE PER SHARE**

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**Explanatory      Note**

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**PART      III**

**ITEM      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED      STOCKHOLDER MATTERS**

**PRINCIPAL      STOCKHOLDERS**

| **Name                of Beneficial Owner (1)**                                                                          |   | **Common                Stock****Beneficially                Owned(2)** |          | **Percentage                of****Common                Stock (3)** |   |
|--------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------|---------------|---------------------------------------------------------------------|--------|
| Michael                K. Wilhelm                                                                                        |   |                                                                    | 9,030,659(4   | )                                                                   |   | 7.4 | % |
| John                N. Fermanis                                                                                          |   |                                                                    | 180,000(5     | )                                                                   |   | * | % |
| Hal                N. Siegel, Ph.D.                                                                                      |   |                                                                    | 249,900(6     | )                                                                   |   | * | % |
| Theodore                E. Staahl, M.D.                                                                                  |   |                                                                    | 3,489,464(7   | )                                                                   |   | 3.0 | % |
| Robert                J. Hariri, M.D., Ph.D.                                                                             |   |                                                                    | 960,545(8     | )                                                                   |   | * | % |
|                                                                                                                     |   |                                                                    |          |                                                                |   |   |   |
| Mark                Witten 1501                N. Campbell AvenueRoom                3352Tucson,                AZ 85724 |   |                                                                    | 8,960,778(9   | )                                                                   |   | 7.8 | % |
|                                                                                                                     |   |                                                                    |          |                                                                |   |   |   |
| All                executive officers and directors as a group (5 persons)                                               |   |                                                                    | 13,910,568(10 | )                                                                   |   | 11.4 | % |

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**ITEM      13. EXHIBITS**

| **Exhibit                Number** |   | **Description                of Exhibit**                                                                                                                                                                                                                                                                                                                                                                  |
|-----------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1                               |   | Agreement                and Plan of Merger dated July 2, 2003 among the Registrant, GPN                Acquisition Corporation and ImmuneRegen BioSciences, Inc. (incorporated                by                reference to exhibit 2 of the Registrant's current report on Form                8-k                filed with the Securities and Exchange Commission on July 7,                2003).    |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.1                               |   | Certificate                of Incorporation filed with the Delaware Secretary of State on June                4,                1985 (incorporated by reference to exhibit 3.1 of the Registrant's                annual                report on Form 10-KSB for the year ended December 31, 2001 filed                with the                Securities and Exchange Commission on April 16, 2002).     |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.1(a)                            |   | Certificate                of Amendment filed with the Delaware Secretary of State on July 16,                1987                (incorporated by reference to exhibit 3.1(a) of the Registrant's                annual                report on Form 10-KSB for the year ended December 31, 2001 filed                with the                Securities and Exchange Commission on April 16, 2002).     |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.1(b)                            |   | Certificate                of Amendment filed with the Delaware Secretary of State on February                3,                1992 (incorporated by reference to exhibit 3.1(b) of the Registrant's                annual report on Form 10-KSB for the year ended December 31, 2001                filed                with the Securities and Exchange Commission on April 16,                2002).  |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.1(c)                            |   | Certificate                of Amendment filed with the Delaware Secretary of State on November                23,                1992 (incorporated by reference to exhibit 3.1(c) of the Registrant's                annual report on Form 10-KSB for the year ended December 31, 2001                filed                with the Securities and Exchange Commission on April 16,                2002). |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.1(d)                            |   | Certificate                of Amendment filed with the Delaware Secretary of State on December                15,                1994 (incorporated by reference to exhibit 3.1(d) of the Registrant's                annual report on Form 10-KSB for the year ended December 31, 2001                filed                with the Securities and Exchange Commission on April 16,                2002). |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.1(e)                            |   | Certificate                of Amendment filed with the Delaware Secretary of State on November                7,                1995 (incorporated by reference to exhibit 3.1(e) of the Registrant's                annual report on Form 10-KSB for the year ended December 31, 2001                filed                with the Securities and Exchange Commission on April 16,                2002).  |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.1(f)                            |   | Certificate                of Amendment filed with the Delaware Secretary of State on December                30,                1996 (incorporated by reference to exhibit 3.1(f) of the Registrant's                annual report on Form 10-KSB for the year ended December 31, 2001                filed                with the Securities and Exchange Commission on April 16,                2002). |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.1(g)                            |   | Certificate                of Amendment filed with the Delaware Secretary of State on November                8,                2000 (incorporated by reference to exhibit 3.1(h) of the Registrant's                annual report on Form 10-KSB for the year ended December 31, 2001                filed                with the Securities and Exchange Commission on April 16,                2002).  |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.2                               |   | Amended                and Restated Bylaws of the Registrant dated as of January 1, 2002                (incorporated by reference to exhibit 3(b) of the Registrant's annual                report on Form 10-KSB for the year ended December 31, 2001 filed                with the                Securities and Exchange Commission on April 16, 2002).                                                |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.1                               |   | Specimen                Common Stock Certificate (incorporated by reference to exhibit 4.1                of the                Registrant's registration statement on Form SB-2 (File No. 333-120784)                filed with the Securities and Exchange Commission on November 24,                2004).                                                                                              |

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| **Exhibit                Number** |   | **Description                of Exhibit**                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-----------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.2                               |   | 2003                Stock Option, Deferred Stock and Restricted Stock Plan (incorporated                by                reference to exhibit 4.1 of the Registrant's registration statement                on                Form S-8 (file no. 333-113511) filed with the Securities and Exchange                Commission on March 11, 2004).                                                                                                                                                                |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.3                               |   | Form                of Warrant by and between the Registrant and each of the Investors                or                Creditors, as the case may be, who entered into an Agreement filed                as                Exhibit 10.6, 10.7, 10.8 or 10.9 herewith (incorporated by reference                to                exhibit 4.1 of the Registrant's current report on Form 8-K filed                with the                Securities and Exchange Commission on October 19,                2004). |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.4                               |   | Form                of Registration Rights (Annex A to Subscription Agreement) by and                between                the Registrant and each of the Investors who entered into the Agreements                filed as Exhibits 10.6 and 10.8 herewith (incorporated by reference                to                exhibit 4.2 of the Registrant's current report on Form 8-K filed                with the                Securities and Exchange Commission on October 19,                2004).          |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.5                               |   | Form                of Anti-Dilution Rights (Annex B to Subscription Agreement) by and                between                the Registrant and each of the Investors who entered into the Agreements                filed as Exhibits 10.6 and 10.8 herewith (incorporated by reference                to                exhibit 4.3 of the Registrant's current report on Form 8-K filed                with the                Securities and Exchange Commission on October 19,                2004).         |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.6                               |   | Promissory                Note issued from the Registrant to SBM Certificate Company as of                April 28,                2004 (incorporated by reference to exhibit 4.6 of the Registrant's                registration statement on Form SB-2 (File No. 333-120784) filed with                the                Securities and Exchange Commission on November 24,                2004).                                                                                                              |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.7                               |   | Form                of Warrant by and between the Registrant and each of the investors                who                entered into the Subscription Agreements filed as Exhibits 10.18,                10.19                and 10.20 herewith (incorporated by reference from Exhibit 4.1 to                the                Quarterly Report on Form 10-QSB as filed with the Securities and                Exchange                Commission on November 14, 2006).                                      |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|  10.1                        |   | License                Agreement dated December 16, 2002 among ImmuneRegen BioSciences,                Inc., a                subsidiary of the Registrant, David Harris and Mark Witten (incorporated                by reference to exhibit 10.4 of the Registrant's registration statement                on                Form SB-2 (File No. 333-120784) filed with the Securities and Exchange                Commission on November 24, 2004).                                                            |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1(a)                           |   | First                Amendment to License Agreement dated December 20, 2002 among ImmuneRegen                BioSciences, Inc., a subsidiary of the Registrant, David Harris and                Mark                Witten (incorporated by reference to exhibit 10.4(a) of the Registrant's                registration statement on Form SB-2 (File No. 333-120784) filed with                the                Securities and Exchange Commission on November 24,                2004).                       |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1(b)                           |   | Second                Amendment to License Agreement dated June 26, 2003 among ImmuneRegen                BioSciences, Inc., a subsidiary of the Registrant, David Harris and                Mark                Witten (incorporated by reference to exhibit 10.4(b) of the Registrant's                registration statement on Form SB-2 (File No. 333-120784) filed with                the                Securities and Exchange Commission on November 24,                2004).                          |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1(c)                           |   | Assignment                Agreement dated February 23, 2005 between ImmuneRegen BioSciences,                Inc., a                subsidiary of the Registrant and Mark Witten (incorporated by reference                to                exhibit 10.4(c) of the Registrant's registration statement on Form                SB-2                (File No. 333-120784) filed with the Securities and Exchange Commission                on                July 20, 2005).                                        |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1(d)                           |   | Assignment                Agreement dated February 23, 2005 among ImmuneRegen BioSciences,                Inc., a                subsidiary of the Registrant, David Harris and Mark Witten (incorporated                by reference to exhibit 10.4(d) of the Registrant's registration                statement                on Form SB-2 (File No. 333-120784) filed with the Securities and                Exchange                Commission on July 20, 2005).                                           |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1(e)                           |   | Assignment                Agreement dated November 7, 2005 between ImmuneRegen BioSciences,                Inc., a                subsidiary of the Registrant and Mark Witten (incorporated by reference                to                exhibit 10.4(e) of the Registrant's registration statement on Form                SB-2                (File No. 333-120784) filed with the Securities and Exchange Commission                on                November 16, 2005).                                     |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1(f)                           |   | Assignment                Agreement dated November 7, 2005 between ImmuneRegen BioSciences,                Inc., a                subsidiary of the Registrant and Mark Witten (incorporated by reference                to                exhibit 10.4(f) of the Registrant's registration statement on Form                SB-2                (File No. 333-120784) filed with the Securities and Exchange Commission                on                February 22, 2006).                                     |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1(g)                           |   | Assignment                Agreement dated November 7, 2005 between ImmuneRegen BioSciences,                Inc., a                subsidiary of the Registrant and Mark Witten (incorporated by reference                to                exhibit 10.4(g) of the Registrant's registration statement on Form                SB-2                (File No. 333-120784) filed with the Securities and Exchange Commission                on                November 16, 2005).                                     |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1(h)                           |   | Assignment                Agreement dated November 7, 2005 between ImmuneRegen BioSciences,                Inc., a                subsidiary of the Registrant and Mark Witten (incorporated by reference                to                exhibit 10.4(h) of the Registrant's registration statement on Form                SB-2                (File No. 333-120784) filed with the Securities and Exchange Commission                on                November 16, 2005).                                     |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.2                              |   | Lease                Agreement dated July 1, 2004 between ImmuneRegen BioSciences, Inc.,                a                 subsidiary of the Registrant, and The Clayton Companies (incorporated                by                reference to exhibit 10.5 of the Registrant's registration statement                on                Form SB-2 (File No. 333-120784) filed with the Securities and Exchange                Commission on November 24, 2004).                                                    |

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| **Exhibit                Number** |   | **Description                of Exhibit**                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.3                              |   | Form                of Subscription Agreement entered into as of October 13, 2004 between                the                Registrant and each of the Investors set forth on the Schedule of                Investors thereto (incorporated by reference to exhibit 10.1 of the                Registrant's current report on Form 8-K filed with the Securities                and                Exchange Commission on October 19, 2004).                                    |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.4                              |   | Form                of Settlement Agreement entered into as of October 13, 2004 between                the                Registrant and each of the Creditors set forth on the Schedule of                Creditors thereto (incorporated by reference to exhibit 10.2 of the                Registrant's current report on Form 8-K filed with the Securities                and                Exchange Commission on October 19, 2004).                                      |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.5                              |   | Form                of Subscription Agreement entered into as of October 26, 2004 between                the                Registrant and each of the Investors set forth on the Schedule of                Investors thereto (incorporated by reference to exhibit 10.1 of the                Registrant's current report on Form 8-K filed with the Securities                and                Exchange Commission on October 27, 2004).                                    |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.6                              |   | Form                of Settlement Agreement entered into as of October 26, 2004 between                the                Registrant and each of the Creditors set forth on the Schedule of                Creditors thereto (incorporated by reference to exhibit 10.2 of the                Registrant's current report on Form 8-K filed with the Securities                and                Exchange Commission on October 27, 2004).                                      |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.7                              |   | Employment                Agreement dated February 15, 2005 between the Registrant and John                N.                Fermanis (incorporated by reference to exhibit 10.10 of the Registrant's                Amendment No. 1 on Form 10-K/A to its annual report for the year                ended                December 31, 2004).                                                                                                                                    |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.8                              |   | Employment                Agreement dated August 10, 2005 by and between the Registrant and                Michael                K. Wilhelm (incorporated by reference to exhibit 10.1 of the Registrant's                quarterly report on Form 10-QSB for the three months ended September                30,                2005).                                                                                                                                         |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.9                              |   | Change                of Control Agreement dated August 10, 2005 by and between the Registrant                and Michael K. Wilhelm (incorporated by reference to exhibit 10.2                of the                Registrant's quarterly report on Form 10-QSB for the three months                ended                September 30, 2005).                                                                                                                                  |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.10                             |   | Severance                Agreement dated November 7, 2005 by and between the Registrant and                Michael                K. Wilhelm (incorporated by reference to exhibit 10.3 of the Registrant's                quarterly report on Form 10-QSB for the three months ended September                30,                2005).                                                                                                                                         |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.11                             |   | Authorization                for Regulatory Contact dated November 7, 2005 between ImmuneRegen                BioSciences, Inc., a subsidiary of the Registrant, and Synergos,                Inc.                (incorporated by reference to exhibit 10.14 of the Registrant's                registration statement on Form SB-2 (File No. 333-120784) filed with                the                Securities and Exchange Commission on February 22,                2006). |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.12                             |   | Proforma                invoice/quotation dated November 7, 2005 from Sigma-Aldrich, Inc.                to                ImmuneRegen BioSciences, Inc., a subsidiary of the Registrant                (incorporated by reference to exhibit 10.15 of the Registrant's                registration statement on Form SB-2 (File No. 333-120784) filed with                the                Securities and Exchange Commission on November 16,                2005).           |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.13                             |   | Letter                of acceptance dated October 2, 2003, from Huntingdon Life Sciences                to                ImmuneRegen BioSciences, Inc., a subsidiary of the Registrant                (incorporated by reference to exhibit 10.16 of the Registrant's                registration statement on Form SB-2 (File No. 333-120784) filed with                the                Securities and Exchange Commission on February 22,                2006).            |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.14                             |   | Price                Quotation dated June 27, 2003 received by ImmuneRegen BioSciences,                Inc., a                subsidiary of the Registrant from AppTec Laboratory Services (incorporated                by reference to exhibit 10.17 of the Registrant's registration statement                on Form SB-2 (File No. 333-120784) filed with the Securities and                Exchange                Commission on February 22, 2006).                        |

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|  **Exhibit                Number** |   | **Description                of Exhibit**                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.15                                   |   | Consulting                Agreement dated March 15, 2005 between ImmuneRegen BioSciences, Inc.,                a                subsidiary of the Registrant and Dr. Hal Siegel, Ph.D. (Siegel                Consultancy) (incorporated by reference to exhibit 10.18 of the                Registrant's registration statement on Form SB-2 (File No. 333-120784)                filed with the Securities and Exchange Commission on February 22,                2006). |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.16                                   |   | Consulting                Agreement dated November 3, 2005 between ImmuneRegen BioSciences,                Inc., a                subsidiary of the Registrant and Dr. Jack Caravelli, Ph.D (incorporated                by                reference to exhibit 10.19 of the Registrant's registration statement                on                Form SB-2 (File No. 333-120784) filed with the Securities and Exchange                Commission on February 22, 2006).  |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.17                                   |   | Consulting                Agreement dated July 29, 2005 between ImmuneRegen BioSciences, Inc.,                a                subsidiary of the Registrant and Dr. Kelly McQueen, MD, MPH (incorporated                by reference to exhibit 10.20 of the Registrant's registration statement                on Form SB-2 (File No. 333-120784) filed with the Securities and                Exchange                Commission on February 22, 2006).                  |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.18                                   |   | Form                of Subscription Agreement entered into as of December 6, 2006 between                the                Registrant and each of the Investors set forth on the Schedule of                Investors contained therein (incorporated by reference from Exhibit                10.1                to the Report on Form 8-K as filed with the Securities and Exchange                Commission on December 7, 2006).                                    |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.19                                   |   | Form                of Subscription Agreement entered into as of October 4, 2006 between                the                Registrant and each of the Investors set forth on the Schedule of                Investors contained therein. (incorporated by reference from Exhibit                10.2                to the Quarterly Report on Form 10-QSB as filed with the Securities                and                Exchange Commission on November 14, 2006).       |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.20                                   |   | Form                of Subscription Agreement entered into as of October 26, 2006 between                the                Registrant and each of the Investors set forth on the Schedule of                Investors contained therein (incorporated by reference from Exhibit                10.2                to the Quarterly Report on Form 10-QSB as filed with the Securities                and                Exchange Commission on November 14, 2006).       |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.21                                   |   | Standard                Form of Director Indemnification Agreement.                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 14.1                                    |   | Code                of Ethics, dated April 29, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 21.1                                    |   | Subsidiaries                of Registrant (incorporated by reference to exhibit 21.1 of the                Registrant's registration statement on Form SB-2 (File No. 333-120784)                filed with the Securities and Exchange Commission on November 24,                2004).                                                                                                                                                                                   |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 23.1                                    |   | Consent                of Russell Bedford Stefanou Mirchandani LLP                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 31.1                                    |   | Certification                of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation                S-B,                as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of                2002.                                                                                                                                                                                                                                                  |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 31.2                                    |   | Certification                of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation                S-B,                as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of                2002.                                                                                                                                                                                                                                                  |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 32.1                                    |   | Certifications                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as                adopted                pursuant to Section 906 of the Sarbanes-Oxley Act of                2002.*                                                                                                                                                                                                                                                            |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 32.2                                    |   | Certifications                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as                adopted                pursuant to Section 906 of the Sarbanes-Oxley Act of                2002.*                                                                                                                                                                                                                                                            |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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

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**SIGNATURES**

|                             |                                                 |                                                                                                                                                                                                                                                 |
|----------------------------------|------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                             | **IR                BIOSCIENCES HOLDINGS, INC.**     |
|                        |                                            |                                                                                                                                                                                                                                            |
| Date:                May 8, 2007 | By:                                        | /s/                Michael K.                Wilhelm                                 |
|                             | Michael                K. Wilhelm                    |
|                             | President                and Chief Executive Officer |

|  **SIGNATURE**                                                                                                                                                                                                                                                        |   | ** TITLE**                                                                                             |   | ** DATE**             |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------|--------|----------------------------|
|                                                                                                                                                                                                                                                                       |   |                                                                                                        |   |                       |
| /s/                Michael K.                Wilhelm                                Michael                K. Wilhelm                                                                      |   | Chief                Executive Officer, President and Director (Principal Executive                Officer) |   | May                8, 2007 |
|                                                                                                                                                                                                                                                                       |   |                                                                                                        |   |                       |
| /s/                John N.                Fermanis                    John                N. Fermanis                                                                  |   | Chief                Financial Officer (Principal Financial and Accounting                Officer)          |   | May                8, 2007 |
|                                                                                                                                                                                                                                                                       |   |                                                                                                        |   |                       |
| /s/                Hal N.                Siegel                                            Hal                N. Siegel, Ph.D. |   | Director                                                                                                    |   | May                8, 2007 |
|                                                                                                                                                                                                                                                                       |   |                                                                                                        |   |                       |
| /s/                Theodore E.                Staahl                                 Theodore                E. Staahl, M.D.                                                          |   | Director                                                                                                    |   | May                8, 2007 |
|                                                                                                                                                                                                                                                                       |   |                                                                                                        |   |                       |
| /s/                Robert J.                Hariri                                         Robert                J. Hariri, M.D., Ph.D.       |   | Director                                                                                                    |   | May                8, 2007 |

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