EXHIBIT 31.2

                         CERTIFICATION UNDER SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, John Fermanis, certify that:


1. I have reviewed  this  quarterly  report on Form  10-QSB/A of IR  BioSciences
Holdings, Inc.


2. Based on my knowledge, this 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 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 represented in this 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 Rule 13a 15(e) and 15d-15(e)) for the registrant and we 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 report is being prepared;

b.  evaluated the  effectiveness  of the  registrant'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

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 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 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  controls 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 controls over
financial reporting.


                                /s/ John Fermanis
                                -----------------------
                                John Fermanis
                                Chief Financial Officer
                                November 16, 2005


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          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the quarterly  report of IR BioSciences  Holdings,  Inc. (the
"Company")  on Form  10-QSB/A for the period ended  September  30, 2004 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
each of the  undersigned,  in the capacities and on the dates  indicated  below,
hereby  certifies,  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:


(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.


                                /s/ Michael Wilhelm
                                ------------------------
                                Michael Wilhelm
                                Chief Executive Officer
                                November 16, 2005

                                /s/ John Fermanis
                                ------------------------
                                John Fermanis
                                Chief Financial Officer
                                November 16, 2005


A signed  original of this  written  statement  required by Section 906 has been
provided to the company and will be retained by the company and furnished to the
Securities and Exchange Commission or its staff upon request.