Exhibit 23.2





               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We  hereby  consent  to  the   incorporation  by  reference  in  the  prospectus
constituting a part of this  Registration  Statement of our report dated October
23, 2003  relating  to the  audited  financial  statements  of Pivotal  Research
Centers,  LLC for the year ended June 30,  2002 and 2003,  appearing  in Current
Report of PHC,  Inc.  on form  8-K/A  filed  with the  Securities  and  Exchange
Commission on June 29, 2004.





/s/  Woods & Dwyer, P.L.C.
Phoenix, Arizona

July 1, 2004







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