**EXHIBIT 31.2**

 

CERTIFICATION PURSUANT TO

RULES 13a-14(a)/15d-14(a)

UNDER THE SECURITIESEXCHANGE

ACT OF 1934, AS AMENDED

 

I, Mike Heather, certify that:

 

1.                              I have reviewed the report on Form 10-Qfor the quarter ended June 30, 2005, of Prospect Medical Holdings, Inc.;

 

2.                              Based on my knowledge, the report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by the report;

 

3.                              Based on my knowledge, the financialstatements, and other financial information included in the report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thereport;

 

4.                              The registrant’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Rule 13a-15(e) and 15d-15(e) of theSecurities Exchange Act of 1934, as amended for the registrant and have:

 

(a)                         Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period for which thisreport is being prepared;

 

(b)                        Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in the report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by the report based on such evaluation; and

 

(c)                         Disclosed in the report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.                              The registrant’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and to the audit committee ofthe registrant’s board of directors (or persons performing the equivalentfunctions):

 

(a)                         All significant deficiencies and materialweaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability torecord, process, summarize and report information; and

 

(b)                        Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 
| August 12, 2005 | /s/ MIKE HEATHER                             |
|----------------------|----------------------------------------------|
| ** **           | **Mike Heather****Chief Financial  Officer** |

 

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