EXHIBIT 31.2RULE 13a-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Shawn C. Fabry, certify that:

|1. | I have reviewed this annual report on Form 10-KSB of IPEC Holdings Inc.;                                                                                                                                                                                                                                  
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|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 report;
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|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 small business issuer as of, and for, the periods presented in this report;        
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|4. | The small business issuers other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and
15d-15(e)) and have:                                                                                    
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| | 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;                                          
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| | b) | 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                                                                                                                                     
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| | c) | disclosed in this report any change in the small business issuers internal control over 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 financial reporting; and
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|5. | The small business issuers other certifying officer(s) and I have disclosed, based on our most

recent evaluation of internal control over financial reporting, to the small business issuers

auditors and the audit committee of the small business issuers board of directors (or persons

performing the equivalent functions):
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| | 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 small business issuers

ability to record, process, summarize and report financial information; and
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| | b) | any fraud, whether or not material, that involves management or other employees who have a significant

role in the small business issuers internal control over financial reporting.                                                                                                
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|Date: March 29, 2005 |                        
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|                     | /s/ Shawn C. Fabry     
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|                     | Shawn C. Fabry         
|                     | Chief Financial Officer

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