**EXHIBIT
      31.2**<?xml:namespace prefix = o ns =
      "urn:schemas-microsoft-com:office:office" />


**CERTIFICATION**




I, Craig S.
      Barrow,
      Treasurer, Chief Financial Officer of PaperFree Medical Solutions, Inc., certify
      that:




1. I have reviewed
      this quarterly report on Form 10-QSB of PaperFree Medical Solutions, Inc.




2. Based on
      my
      knowledge, this quarterly report does not contain any untrue statement of
      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-14
      and
      15d-14) for the registrant and have:




a)             designed
      such disclosure controls and procedures 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 as of a
      date within 90 days prior to the filing date of this quarterly report (the
      “Evaluation Date”); and




c)           presented
      in this quarterly report our conclusions about the effectiveness of the
      disclosure controls and procedures based on our evaluation as of the Evaluation
      Date;




5. The registrant’s
      other certifying officer and I have disclosed, based on our most recent
      evaluation, to the registrant’s auditors and the audit committee of the
      registrant’s board of directors (or persons performing the equivalent
      function):




a)           all
      significant deficiencies in the design or operation of internal controls which
      could adversely affect the registrant’s ability to record, process, summarize
      and report financial data and have identified for the registrant’s auditors any
      material weaknesses in internal controls; 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; and




6.             The
      registrant’s other certifying officer and I have indicated in this quarterly
      report whether or not there were significant changes in internal controls or
      in
      other factors that could significantly affect internal controls subsequent
      to
      the date of our most recent evaluation, including any corrective actions with
      regard to significant deficiencies and material weaknesses.




|By:
                /s/ Craig S. Barrow
|---------------------------------------

Craig S. Barrow,
      Chief Financial Officer, Treasurer and Director


Date:  October
      10, 2006




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