**EXHIBIT
      31.2**





CERTIFICATION





I,
      John
      T. Gill, Chief Financial Officer of Corecare Systems, Inc. certify
      that:





1.
      I have
      reviewed this Annual Report on Form 10-KSB of Corecare Systems,
      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
      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 presented in this report;





4.
      The
      registrant'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)) 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 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 (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(s) 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.





DATE: 
      January 29, 2007





By:
      /s/
      John T. Gill


John
      T.
      Gill, Chief Financial Officer


(Principal
      Financial and Accounting Officer)