EXHIBIT
31.2





CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER AND


PRINCIPAL
ACCOUNTING OFFICER


PURSUANT
TO SECTION 302 OF THE


SARBANES-OXLEY
ACT OF 2002





I, A.
Noel DeWinter, Chief Financial Officer and Principal Accounting Officer, certify
that:





1.    I
have reviewed this quarterly report on Form 10-Q of Apollo Medical Holdings,
Inc.





2.    Based
on my knowledge, this quarterly 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 the period covered by this quarterly
report;





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





4.
I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal controls over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:




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





b)
            designed such internal control
      over financial reporting, 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 external purposes in accordance
      with generally accepted accounting
  principles;





c)
            evaluated the effectiveness of
      the registrant’s disclosure controls 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;





d)
            disclosed in this report any
      change in the registrant’s internal control over financial reporting that
      occurred during the registrant’s most recent fiscal quarter that has
      materially affected, or is reasonably likely to materially affect, the
      registrant’s internal control over financial
    reporting;





5.    
I have disclosed, based on my most recent evaluation, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent function):





a) all
significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial data; and





b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal controls over financial
reporting.




Dated:    December
      10, 2010
            By:
            A. Noel DeWinterChief
      Financial Officer and Principal Accounting
  Officer