UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )*

Prospect Medical Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

743494106

(CUSIP Number)

May 17, 2007

Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)

x	Rule 13d-1(c)

o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 6


CUSIP NO. 743494106	13G	Page 2 of 6 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dr. Richard N. Merkin
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 607,400 shares
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER See Row 5 above.
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 5 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 7.6%⁽¹⁾ as of the date of this filing
12.	TYPE OF REPORTING PERSON IN

(1)	Based on 7,939,990 outstanding shares of the common stock of Issuer, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 16, 2007.

Page 2 of 6


CUSIP NO. 743494106	13G	Page 3 of 6 Pages

Item 1(a)

1(b)

Name of Issuer: Prospect Medical Holdings, Inc.

Address of Issuer’s Principal Executive Offices:

400 Corporate Pointe, Suite 525

Culver City, California 90230

Item 2(a)

Name of Person Filing

Item 2(b)

Address of Principal Business Office

Item 2(c)

Citizenship

Dr. Richard N. Merkin

3115 Ocean Front Walk, #301

Marina Del Ray, California 90202

U.S. Citizen

2(d)	Title of Class of Securities:

Common Stock, par value $0.01.

2(e)

CUSIP Number:

743494106

(a)

[__]

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

[__]

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

[__]

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

[__]

Investment company registered under Section 8 of the Investment Company Act;

(e)

[__]

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

[__]

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

[__]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

[__]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

[__]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

[__]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. x

Page 3 of 6


CUSIP NO. 743494106	13G	Page 4 of 6 Pages

Item 4

Ownership:

RICHARD N. MERKIN

(a)

Amount beneficially owned:

607,400 shares

(b)

Percent of Class:

Approximately 7.6%⁽²⁾ as of the date of this filing

(2)	Based on 7,939,990 outstanding shares of the common stock of Issuer, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 16, 2007.