**EXHIBIT 31.2**

CERTIFICATION PURSUANT TORULES 13a-14(a)/15d-14(a)UNDER THE SECURITIES EXCHANGEACT OF 1934, AS AMENDED

I, Mike Heather, certify that:

1.                              Ihave reviewed this report on Form 10-Q for the quarter ended June 30, 2006, ofProspect Medical Holdings, Inc.;

2.                              Basedon my knowledge, the report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleadingwith respect to the period covered by this report;

3.                              Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

4.                              Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Rule13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended),for the registrant and have:

(a)                         Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period forwhich this report is being prepared;

(b)                        Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in the report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

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

5.                              Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the registrant’sauditors and to the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

(a)                         Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport information; and

(b)                        Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.
| August 14, 2006 |       |                        |
|-----------------|------------|-----------------------------|
|            |       | /s/ MIKE HEATHER            |
|            | ** ** | **Mike Heather**            |
| ** **      |       | **Chief Financial Officer** |

 

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