**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
            N. Fermanis, certify:
 
 1.
            I have
            reviewed this quarterly report on Form 10-QSB of IR BioSciences Holdings,
            Inc.
            (the "registrant");
 
 2.
            Based
            on my knowledge, this quarterly 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 quarterly
            report;
 
 3.
            Based
            on my knowledge, the financial statements, and other financial information
            included in this quarterly 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 quarterly 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 quarterly report is being prepared;
 
 (b)
            Evaluated the effectiveness of the registrant's disclosure controls and
            procedures and presented in this quarterly 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:
                    May 11, 2007
                By:
                /s/ John
                  N.
                  FermanisJohn N. FermanisChief
                    Financial Officer