**EXHIBIT
          31.2**
 
 **CERTIFICATION
          OF CFO PURSUANT TO**
 **SECURITIES
          EXCHANGE ACT RULES 13A-14 AND 15D-14**
 
 **AS
          ADOPTED PURSUANT TO**
 **SECTION
          302 OF THE SARBANES-OXLEY ACT OF 2002**
 
 I,
          John
          Fermanis, certify:
 
 1.
          I have
          reviewed this annual report on Form 10-KSB of IR BioSciences Holdings,
          Inc. (the
          "registrant");
 
 2.
          Based
          on my knowledge, this annual report does not contain any untrue statement
          of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made,
          not
          misleading with respect to the period covered by this annual
          report;
 
 3.
          Based
          on my knowledge, the financial statements, and other financial information
          included in this annual report, fairly present in all material respects
          the
          financial condition, results of operations and cash flows of the registrant
          as
          of, and for, the periods presented in this annual report;
 
 4.
          The
          registrant's other certifying officer and I are responsible for establishing
          and
          maintaining disclosure controls and procedures (as defined in Exchange
          Act Rules
          13a-15(e) and 15d-15e)) for the registrant and have:
 
 (a)
          Designed such disclosure controls and procedures, or caused such disclosure
          controls and procedures to be designed under our supervision, to ensure
          that
          material information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others within those entities, particularly
          during the period in which this annual report is being prepared;
 
 (b)
          Evaluated the effectiveness of the registrant's disclosure controls and
          procedures and presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the
          period covered by this report based on such evaluation; and
 
 (c)
          Disclosed in this report any change in the registrant's internal control
          over
          financial reporting that occurred during the registrant's most recent fiscal
          quarter (the registrant's fourth fiscal quarter in the case of an annual
          report)
          that has materially affected, or is reasonably likely to materially affect,
          the
          registrant's internal control over financial reporting; and
 
 5.
          The
          registrant's other certifying officer and I have disclosed, based on our
          most
          recent evaluation of internal control over financial reporting, to the
          registrant's auditors and the audit committee of the registrant's board
          of
          directors (or persons performing the equivalent functions):
 
 (a)
          All
          significant deficiencies and material weaknesses in the design or operation
          of
          internal control over financial reporting which are reasonably likely to
          adversely affect the registrant's ability to record, process, summarize
          and
          report financial information; and
 
 (b)
          Any
          fraud, whether or not material, that involves management or other employees
          who
          have a significant role in the registrant's internal control over financial
          reporting.
  ********
                **IR
                    BIOSCIENCES HOLDINGS, INC.**Date: April
                    17, 2007
                By:
                /s/ John
                  N.
                  FermanisJohn N. FermanisChief
                    Financial Officer