UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November ~~December 27~~9, ~~2006~~2008

CORECARE SYSTEMS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-24807	22-2840367
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

111 N. 49TH ST., Philadelphia, PA 19139

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (215) 471-2358

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~[ ] Written~~ Written communications pursuant to Rule 425 under the Securities Act (17 ~~CFR~~ CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM 7~~Item 5.~~01: REGULATION~~02 Departure of Directors or FDCertain ~~DISCLOSURE~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~December~~ 4November 9, ~~2006~~2008 ~~the~~CoreCare ~~Company filed an 8K announcing the engagement of Marcus~~Systems, &Inc. ~~Millichap~~lost toits ~~secure~~Founder, aChairman ~~sale of the land~~ and ~~associated~~Chief ~~buildings~~Executive ~~that comprise~~Officer, ~~the~~Thomas ~~campus known as the “Kirkbride Center” and “Blackwell Human~~T. ~~Services Campus~~Fleming.” Mr. ~~Marcus~~Fleming &was ~~Millichap~~81 ~~has~~years ~~developed~~of anage ~~Offering~~and ~~Memorandum~~was ~~to be~~fully ~~distributed~~engaged toin ~~potential buyers of~~ the Company ~~property~~until ~~(the~~early ~~“Property~~November ~~Memorandum”). The~~2008 ~~Property~~when ~~Memorandum~~he ~~describes~~was ~~the~~hospitalized ~~property offered~~ for surgery. At ~~sale,~~ the ~~projected rents~~time ~~to be received and a projection~~ of ~~net~~his ~~financial~~death ~~results~~Thomas ofFleming ~~owning~~ and ~~leasing~~ the ~~property~~Fleming Family toTrust ~~the~~had ~~buyer~~over .$5,700,000 Asat ~~the~~risk ~~Kirkbride~~in ~~Center~~the ~~and other~~ Company ~~operations~~, ~~will~~consisting beof the Company’s ~~major~~debt ~~tenant, certain historical~~ and ~~projected~~secured ~~financial information~~Letters of ~~CoreCare Systems~~Credit, ~~Inc.~~as ~~was~~well ~~included~~as toguaranties ~~allow~~of ~~potential buyers~~other ~~to evaluate~~Company ~~the~~liabilities. His ~~strength~~beneficial ofownership in the ~~expected~~Company ~~rental~~was approximately ~~stream~~11.2%. At Asthe ~~that~~time ~~information~~of ~~has not otherwise~~this ~~been made publicly available~~Report, ~~we have included~~ the ~~full~~disposition ~~text~~ of ~~the~~ ~~Property~~the ~~Memorandum~~Company’s asstock andirectly ~~Exhibit~~owned toby ~~this~~Mr. ~~Current~~Fleming ~~Report~~was not definitively known.

~~Given the Company’s~~Due ~~historic~~to ~~financial~~Mr. ~~difficulties~~Fleming’s ~~and~~advancing ~~bankruptcy~~age ~~of its major operating subsidiaries in 2002,~~ the ~~Company is not current in its audits or reporting~~ ~~with Securities~~Board ~~and~~of ~~Exchange~~Directors ~~Commission.~~had ~~Upon~~previously ~~the~~established ~~Kirkbride~~a ~~Center’s~~succession ~~emergence~~plan ~~from bankruptcy~~ in ~~2004,~~ the ~~Company~~event ~~initiated auditing~~ of ~~its fiscal years ending~~ ~~June~~his ~~30,~~death ~~2004,~~or ~~June 30, 2005 and June 30, 2006~~disability. The ~~While~~succession ~~the~~plan ~~historic~~was ~~financial statements~~effected ~~presented~~on ~~and excerpted in the Property Memorandum are unaudited~~a ~~and are~~temporary ~~therefore~~basis ~~subject~~on toNovember ~~change~~3, ~~they~~2008 ~~do reflect results of the completed field work by the auditors and are currently undergoing quality review and other final audit review processes~~ in ~~tandem~~anticipation ~~with the production~~ of ~~the associated 10K-SB reports to the Securities and Exchange Commission~~Mr. ~~Management believes that if the audit reports for these periods were issued today, the auditor~~Fleming’s ~~opinion~~surgery and ~~would~~became bepermanent ~~qualified~~immediately ~~given~~upon ~~doubt~~his ~~about~~death ~~the~~on ~~Company’s~~November ~~ability to continue as a going concern due to expiring debt~~9, ~~loan covenant deficiencies and accumulated deficits~~2008.

The ~~Company~~ ~~anticipates~~succession ~~filing~~plan ~~its 10K-SB for the fiscal years ending June 30~~appointed, ~~2004 and~~ ~~June~~as ~~30, 2005 in~~of ~~January~~November ~~2007; followed by its fiscal year June 30~~9, ~~2006 10K-SB in early 2007. We suggest that shareholders rely only upon the audited financial statements to be contained in those filings~~2008, ~~and not on any financial information contained in the Property Memorandum.~~ :

~~The Property~~· ~~Memorandum~~George ~~also~~Stasen ~~includes the Company’s forecast of operating results through June 30, 2007,~~ as ~~well~~Chairman ~~as proforma information assuming closing~~ of ~~the proposed~~ ~~sale on certain terms of sale and leaseback, in fiscal year ending June 30, 2008. These forecasts were required for~~ the ~~prospective~~Board buyers’ evaluation in the Property Memorandum. The forecasted patient day activity and other financial measures are based on several important assumptions. These assumptions include, for example, continuation of the Company’s contractual and other relationships with its major sources of patient referral and third party reimbursement. Management can not, however, guarantee that such results will be realized as certain of the assumptions and other factors supporting the projected information are beyond the Company’s control. The Company suggests that a potential investment in its shares be based solely upon an evaluation of the historical financial information to be presented in its SEC filings, and not on any projected information contained in the Property Memorandum. All of the projections, forecasts and other forward looking statements contained in the Property memorandum have been prepared by Management and none have been reviewed or audited by its independent accountants.Directors;

~~The Corporate~~· ~~Office~~Rose ofS. ~~CoreCare~~DiOttavio ~~Systems~~as President, ~~Inc~~Chief isExecutive ~~located~~Officer. atMs. ~~the~~DiOttavio ~~Blackwell~~will ~~Human Services~~continue ~~Campus,~~as ~~111~~a ~~North~~member ~~49th Street, Philadelphia,~~of Pathe ~~19139.~~Board ~~The~~of ~~Corporate Office can be reached at 215-471-2358.~~Directors

ITEM 9.01:	EXHIBITS
99.1	Property Memorandum
99.2	Press Release Dated December 27, 2006

·	John Fleming, son of Thomas Fleming, a Director of the Company. Mr. Fleming was also appointed Property Manager, which is not an executive office. John Fleming fills a Board seat left vacant by his father’s death.

On December 4, 2008 the Board of Directors appointed Christopher Fleming, son of Thomas Fleming and brother of John Fleming, as an additional Director. Christopher Fleming has significant expertise in real estate development and project financings, and has consulted with the Company in its previous real estate dealings. Chris Fleming will fill a Board seat that had been vacant since 2002.

Mr. Stasen has served historically as a member of the Board. He is General Partner of Mentor Special Situation Fund. Mentor invested in CoreCare Systems, Inc. in 1996 and is a significant debtholder, holding over $1,700,000 of the Company’s obligations. As of Fiscal Year Ending 6/30/08 Mr. Stasen beneficial ownership in the Company (personal and Mentor holdings) represent approximately 6.6%. Mr Stasen has served as a director and/or advisor to government units, foundations and public corporations. He has structured and provided financing and investment guidance to major corporations, investment companies, developing enterprises and municipalities. Mr. Stasen co-founded Mentor Capital Partners, Ltd., a prominent Philadelphia based Merchant Banking firm in 1993.

Mr. Stasen also serves as Chairman of Declaration Holdings a mutual fund management company as well as a director of several private Delaware Valley based corporations. Mr. Stasen has been a lecturer on investment and economic trends throughout the United States and Europe. Mr. Stasen earned his BS from Drexel University in 1968 with a concentration in Economics and was subsequently awarded a fellowship and earned an MBA from Drexel.

Ms. DiOttavio has served historically as President, Chief Operating Officer and a member of the Board of Directors. Ms. DiOttavio also holds over $1.5 Million of the Company’s debt

and has beneficial ownership in the Company of approximately 10.5%. Ms. DiOttavio has served as President and Chief Operating Officer since January 31, 1995 and has served in comparable positions with present subsidiaries of the Company since 1991. She has served in a variety of management positions in the health care industry, including operations troubleshooter, needs assessment, regulatory compliance, financial feasibility, project development, financial consulting, operations and fiscal management, expert witness and acquisition due diligence. Specifically, Ms. DiOttavio has been President of Health Ventures Limited since 1986, and currently serves as a consultant to Senior Lifestyles, Inc.

Ms. DiOttavio holds a B.S. and M.S.H. from the University of Pittsburgh and its Graduate School of Public Health. She has been noted for distinction in Outstanding Young Women of America and Who’s Who of American Women. Currently, she also serves as a Director of Horizon House, a non-profit organization serving the mentally ill, homeless and disadvantaged.

John J. Fleming, a real estate developer, worked with Thomas Fleming and Ms. DiOttavio in the acquisition, founding and development of the Kirkbride Center. John J. Fleming resides in Syracuse New York and has been in the real estate development business for over twenty years. He is currently President of Whitemarsh Retirement Partners, LLC, ("WRP") a Senior Living Development company which develops full service continuing care retirement communities. WRP's most recent project is The Hill at Whitemarsh which consists of 280 residential units and a healthcare facility with 60 skilled nursing beds and 24 assisted living beds , located in Lafayette Hill, PA. Mr. Fleming is a prior executive with CoreCare Systems Inc serving as Vice President of Development until 1999. Mr. Fleming was born and raised in Philadelphia and went to Hobart College. John Fleming owns 106,000 shares of CoreCare Stock.

Christopher Fleming, is primarily engaged as real estate executive with 25 years experience representing corporations, private investment partnerships, institutions, and public entities in over $2 billion of complex real estate development projects. Among the entities for which Mr. Fleming has undertaken projects are NYNEX Corporation; American Optical Corporation; The Tourism Department of the Government of Puerto Rico; the City of Milwaukee, Wisconsin; and Temple University. For the past ten years Mr. Fleming has been an executive with the WinnCompanies in Boston, Massachusetts in charge of the Columbus Center project, an $800,000,000, 1,450,000 square foot, mixed-use residential and hotel project in downtown Boston. Mr. Fleming graduated from Haverford College in Philadelphia in 1974, and from Boston University School of Law in 1979. Chris Fleming does not own any CoreCare stock directly.

ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 29, 2008 the Company signed a two year contract with Diamond Healthcare LLC, headquartered in Richmond, Virginia. This contract provided for the services of a Senior Clinician for clinical quality assurance. Diamond Healthcare, LLC, a national behavioral healthcare company, specializes in management consulting and contract management services. They currently manage 90 facilities nationwide. The scope of the Diamond contract has changed with Mr. Fleming’s incapacitation and death, and the shift in Ms. DiOttavio’s responsibilities to CEO. Currently Diamond Healthcare has provided a full time Diamond employee to serve as CoreCare’s Executive Director of its behavioral healthcare services. Interim compensation for this arrangement is a fee of $240,000 in the first year plus the pass through costs of the on-site Diamond personnel. Diamond is expected to supply the Company with both an Executive Director and Clinical Manager for Performance Improvement. A long term contract is currently under negotiation, which the Company will report

separately at a later date. The Company looks forward to partnering with Diamond Healthcare recognizing their clinical renown in addictions. The Williamsburg Place and the Farley Center which they own and operate are nationally recognized.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press Release Dated January 5, 2009

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CORECARE SYSTEMS, INC.	~~CORECARE SYSTEMS, INC.~~
	By:	~~By:~~___________________________	~~/s/Thomas T. Fleming~~
			Thomas T. Fleming,
		Rose S. DiOttavio,
Date:	December 27, 2006		Chairman & CEO
Date: January 5 ______, 2009		President & CEO

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