**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.                 I have reviewedthis report on Form 10-K for the year ended September 30, 2005,of Prospect Medical Holdings, Inc.;

2.                 Based on myknowledge, the report does not contain any untrue statement of a material factor 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.                 Based on myknowledge, the financial statements, and other financial information includedin the report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in the report;

4.                 The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Rules 13a-15(e) and15d-15(e) of the Securities Exchange Act of 1934, as amended for theregistrant and have:

(a)          Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period for which thisreport is being prepared;

(b)         Evaluated theeffectiveness 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)          Disclosed in the reportany change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

5.                 The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation 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)          All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportinformation; 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 21, 2005 |   | /s/ MIKE HEATHER           |
|------------------------|--------|----------------------------|
|                   |   | Mike Heather               |
|                   |   | *Chief  Financial Officer* |

 

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