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
small business issuer’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small
business issuer 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 small business issuer, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
 
 (b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
 
 (c)
Evaluated the effectiveness of the small business issuer’s disclosure controls
and procedures and presented in this 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
 
 (d)
Disclosed in this report any change in the small business issuer internal
financial reporting that occurred during the small business issuer’s most recent
fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer’s internal control over the
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: March
      31, 2008
              By:
              /s/ John N.
      FermanisJohn
      N. FermanisChief
      Financial Officer