Prospect Medical Holdings, Inc.

Full Name of Registrant

Former Name if Applicable

400 Corporate Pointe, Suite 525

Address of Principal Executive Office (Street and Number)

Culver City, California 90230

City, State and Zip Code

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

o

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

As previously announced, our management and the management of Alta Healthcare System, Inc. (“Alta”) are working together with our respective independent auditors to complete a review and restatement of Alta’s pre-acquisition audited financial statements for the year ended December 31, 2006. In connection with that review and restatement, the Audit Committee of our Board of Directors has retained independent counsel to assist and advise the Audit Committee. Until the review and restatement process have been completed, Prospect will not be able to complete its consolidated financial statements for its fiscal year ended September 30, 2007. As a result, Prospect will not be able to file its Form 10-K annual report by the December 31, 2007 due date. We are working expeditiously to complete the Alta review and restatement process in an effort to be able to file our 10-K within the fifteen day extension period afforded by Rule 12b-25. However, it is possible that the restatement will not be completed in time for us to meet that deadline.

(1)

Name and telephone number of person to contact in regard to this notification

Mike Heather

(714)

796-5965

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

o Yes    x No

We have not yet filed the Form 8-K/A which will include the Alta audited financial statements for the fiscal year ended December 31, 2006, the Alta unaudited financial statements for the six month period ended June 30, 2007 and Prospect Medical Holdings, Inc.’s unaudited pro forma financial statements for the nine months ended June 30, 2007. This Form 8-K/A was due on October 24 and has not yet been filed pending conclusion of the restatement of Alta’s financial statements, discussed above.

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes    o No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

As highlighted in our most recent Form 10-Q for the period ended June 30, 2007, the Company has been spending, and continues to spend, considerable amounts on programs designed to benefit future periods. This increased spending, together with acquisition financing and other costs, will reduce pre-tax income in the current fiscal year quarter, as compared to the prior year quarter, by approximately $11 million. This decrease will be partially offset by earnings of the recently acquired ProMed Entities, to be included for four months during the current year period, and by earnings of the recently acquired Alta Healthcare System, Inc., to be included for approximately two months during the current year period. The amount of this decrease in pre-tax income will also be adjusted for the impact of any restatement to the Alta financial statements which might have an effect on the current year period, finalization of purchase valuation studies, including purchase financing, and consideration of any goodwill impairment charges necessary as a result of the current year operating losses.

Date

December 28, 2007

By

/s/ Mike Heather

Mike Heather

Chief Financial Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).