PROPHASE LABS, INC.
CERTIFICATION OF PRINCIPAL FINANCIAL
PURSUANT TO RULE 13a-14(b) OF THE SECURITIES
EXCHANGE ACT OF 1934
AND 18 U.S.C. SECTION 1350, AS ADOPTED
SECTION 906 OF THE SARBANES-OXLEY ACT
V. Cuddihy, Jr., Chief Financial Officer of ProPhase Labs, Inc., a Nevada corporation (the “Registrant”), in connection
with the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), do hereby represent, warrant and certify, in compliance with
Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge:
(1) The Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information
contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
||/s/ Robert V. Cuddihy,
||Robert V. Cuddihy, Jr.
||Chief Operating Officer and Chief
||(Principal Accounting and Financial Officer)
||May 11, 2012|