**EXHIBIT 31.2**

**CERTIFICATIONPURSUANT 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-K for the year endedSeptember 30, 2006, of Prospect 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 the report;

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in the 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 the report;

4.                                       Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined inRules 13a-15(e) and 15d-15(e) of the SecuritiesExchange 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 this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thereport based on such evaluation; and

(c)                                  Disclosedin the 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)                                 Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.
| December 28, 2006 | /s/ Mike  Heather         |
|-------------------|---------------------------|
|              | Mike Heather              |
|              | *Chief Financial Officer* |

 

----