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 quarterlyl
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:    June 18,
      2010
              By:
              A. Noel DeWinterChief
      Financial Officer and Principal Accounting
  Officer