**Exhibit 31.2**

**FORM OF CERTIFICATION**

**PURSUANT TO RULE 13a-14 AND 15d-14**

**UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**

**CERTIFICATIONS**

I, Michael Kaswan, certify that: 

1. I have reviewed this annual report on Form 10-K of KBL Healthcare Acquisition Corp. III; 

2. Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report; 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presentin all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

(a) Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; 

(b) Designed such internal control over financialreporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; 

(c) Evaluated the effectiveness of the issuer’s disclosurecontrols and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recentfiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and 

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theissuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): 

(a) All significant deficiencies and material weaknesses in the design or operation of internal controlover financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and 

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

Date: March 13, 2009 

 

/s/ Michael Kaswan
Name: Michael KaswanTitle: Chief Operating Officer (Principal Financial Officer and Principal Accounting Officer)