UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q/A



Amendment No.1



(MARK ONE)



x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934



FOR THE QUARTERLY PERIOD ENDED April 30, 2011



OR



 ̈ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934



COMMISSION FILE NUMBER: 000-25809










APOLLO MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in
its charter)










|Delaware                        | 20-8046599            
|------------------------------- | ----------------------
|(State or other jurisdiction of | (I.R.S. Employer      
|incorporation or organization)  | Identification Number)



450 N. Brand Blvd., Suite 600

Glendale, California 91203

(Address of principal executive offices)



(818) 396-8050

Issuer’s telephone number:










(Former Name or Former Address, if
Changed Since Last Report)



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days:   x Yes  ̈  No  .



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).  ̈ Yes  ̈  No



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.



|Large accelerated filer  ̈ | Accelerated filer  ̈        
|------------------------- | ---------------------------
|                          |                            
|Non-accelerated filer  ̈   | Smaller reporting company x



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act):    ̈ Yes x  No



As of June 20, 2011 , there were 28,985,774 shares of the registrant’s
common stock, $0.001 par value per share, issued and outstanding.











APOLLO MEDICAL HOLDINGS, INC.



FOR THE THREE  MONTHS ENDED
APRIL 30, 2011



EXPLANATORY NOTE



Apollo Medical Holdings, Inc. is filing this Amendment No. 1
(this "Amendment") to its Quarterly Report on Form 10-Q for the three months ended April 30, 2011 in response to comments
received from the SEC.



This Amendment No. 1 speaks as of the filing date of the original
Quarterly Report on Form 10-Q, except where otherwise expressly stated and except for the certifications, which speak as of their
respective dates and the filing date of this Amendment No. 1. The information contained in this Amendment No. 1 has not been updated
to reflect events occurring or trends arising after the original filing date of the original Quarterly Report on Form 10-Q.



In accordance with Rule 12b-15 under the Securities Exchange
Act of 1934, this Amendment republishes the amended items in their entirety.



INDEX TO FORM 10-Q FILING



TABLE OF CONTENTS



|        |                                                                                       | PAGE 
|------- | ------------------------------------------------------------------------------------- | -----
|        | PART I                                                                                |      
|        | FINANCIAL INFORMATION                                                                 |      
|        |                                                                                       |      
|Item 1. | Condensed Consolidated Financial Statements – Unaudited                               |      
|        |                                                                                       |      
|        | Balance Sheet As of  April 30, 2011 and January 31, 2011                              | 3    
|        | Statements of Operations For the Three months  ended April 30, 2011  and 2010         | 4    
|        | Statements of Cash Flows For the Three months ended April 30, 2011 and 2010           | 5    
|        | Notes to Financial Statements                                                         | 6-13 
|        |                                                                                       |      
|Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14-16
|Item 3. | Quantitative and Qualitative Disclosures about Market Risk                            | 16   
|Item 4. | Control and Procedures.                                                               | 16   
|        |                                                                                       |      
|        | PART II                                                                               |      
|        | OTHER INFORMATION                                                                     |      
|        |                                                                                       |      
|Item 1. | Legal Proceedings                                                                     | 17   
|Item 1A | Risk Factors                                                                          | 17   
|Item 2. | Unregistered Sales of Equity Securities and the Use of Proceeds                       | 17   
|Item 3. | Defaults upon Senior Securities                                                       | 17   
|Item 4. | Submission of Matters to a Vote of Security Holders                                   | 17   
|Item 5. | Other Information                                                                     | 17   
|Item 6. | Exhibits                                                                              | 17-18



2







APOLLO MEDICAL HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



|                                                                                                                                                                               |  | April 30, 2011 |            |   | January 31, 2011 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | ---------- | - | ---------------- | -
|CURRENT ASSETS                                                                                                                                                                 |  |                |            |   |                  |  
|Cash and cash equivalents                                                                                                                                                      |  | $              | 281,869    |   |                  | $
|Accounts receivable, net                                                                                                                                                       |  |                | 692,403    |   |                  |  
|Receivable from officers                                                                                                                                                       |  |                | 24,873     |   |                  |  
|Due from affiliate                                                                                                                                                             |  |                | 4,700      |   |                  |  
|Prepaid expenses                                                                                                                                                               |  |                | 17,227     |   |                  |  
|Prepaid financing cost, current                                                                                                                                                |  |                | 37,500     |   |                  |  
|Total current assets                                                                                                                                                           |  |                | 1,058,572  |   |                  |  
|                                                                                                                                                                               |  |                |            |   |                  |  
|Prepaid financing cost, long term                                                                                                                                              |  |                | 29,688     |   |                  |  
|Property and equipment – net                                                                                                                                                   |  |                | 18,300     |   |                  |  
|Intangible assets                                                                                                                                                              |  |                | 577,500    |   |                  |  
|TOTAL ASSETS                                                                                                                                                                   |  | $              | 1,684,060  |   |                  | $
|                                                                                                                                                                               |  |                |            |   |                  |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT:                                                                                                                                         |  |                |            |   |                  |  
|                                                                                                                                                                               |  |                |            |   |                  |  
|CURRENT LIABILITIES:                                                                                                                                                           |  |                |            |   |                  |  
|Accounts payable and accrued liabilities                                                                                                                                       |  | $              | 99,562     |   |                  | $
|Contingent consideration payable (see Note 18)                                                                                                                                 |  |                | 367,500    |   |                  |  
|Total current liabilities                                                                                                                                                      |  |                | 467,062    |   |                  |  
|                                                                                                                                                                               |  |                |            |   |                  |  
|Convertible notes                                                                                                                                                              |  |                | 1,248,789  |   |                  |  
|Total liabilities                                                                                                                                                              |  |                | 1,715,851  |   |                  |  
|                                                                                                                                                                               |  |                |            |   |                  |  
|STOCKHOLDERS' DEFICIT:                                                                                                                                                         |  |                |            |   |                  |  
|Preferred stock, par value $0.001 ; 5,000,000 shares authorized; none issued                                                                                                   |  |                | -          |   |                  |  
|Common Stock, par value $0.001; 100,000,000 shares authorized, 28,985,774 and 27,635,774 shares issued and outstanding as on April 30, 2011 and January 31, 2011, respectively |  |                | 28,986     |   |                  |  
|Additional paid-in-capital                                                                                                                                                     |  |                | 1,337,401  |   |                  |  
|Accumulated deficit                                                                                                                                                            |  |                | (1,626,293 | ) |                  |  
|Total                                                                                                                                                                          |  |                | (259,906   |   |                  |  
|Non-controlling interest                                                                                                                                                       |  |                | 228,115    |   |                  |  
|Total stockholders' deficit                                                                                                                                                    |  |                | (31,791    | ) |                  |  
|                                                                                                                                                                               |  |                |            |   |                  |  
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                    |  | $              | 1,684,060  |   |                  | $



The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements



3







APOLLO MEDICAL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



|                                                     |  | For the three month periods ended April 30, |           
|---------------------------------------------------- |  | ------------------------------------------- | ----------
|                                                     |  | 2011                                        |           
|                                                     |  |                                             |           
|REVENUES                                             |  | $                                           | 1,039,693 
|COST OF SERVICES                                     |  |                                             | 947,489   
|GROSS REVENUE                                        |  |                                             | 92,204    
|                                                     |  |                                             |           
|OPERATING EXPENSES:                                  |  |                                             |           
|General and administrative                           |  |                                             | 276,355   
|Depreciation                                         |  |                                             | 3,293     
|Total operating expenses                             |  |                                             | 279,648   
|                                                     |  |                                             |           
|PROFIT/(LOSS) FROM OPERATIONS                        |  |                                             | (187,444  
|                                                     |  |                                             |           
|OTHER  EXPENSES:                                     |  |                                             |           
|Interest expense                                     |  |                                             | (31,574   
|Financing cost                                       |  |                                             | (9,375    
|Other expense                                        |  |                                             | 1,063     
|Total other expenses                                 |  |                                             | (39,886   
|                                                     |  |                                             |           
|LOSS BEFORE INCOME TAXES                             |  |                                             | (227,330  
|                                                     |  |                                             |           
|Provision for income tax                             |  |                                             | 1,600     
|                                                     |  |                                             |           
|NET LOSS                                             |  | $                                           | (228,930  
|                                                     |  |                                             |           
|WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING, |  |                                             |           
|BASIC AND DILUTED                                    |  |                                             | 28,648,134
|                                                     |  |                                             |           
|*BASIC AND DILUTED NET LOSS PER SHARE                |  | $                                           | (0.01     



*Weighted average number of shares used to compute basic and
diluted loss per share is the same since the effect of dilutive securities is anti-dilutive.



The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements



4







APOLLO MEDICAL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS

(UNAUDITED)



|                                                                            |  | For three month periods ended April 30, |         
|--------------------------------------------------------------------------- |  | --------------------------------------- | --------
|                                                                            |  | 2011                                    |         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |                                         |         
|Net loss                                                                    |  | $                                       | (228,930
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                         |         
|Depreciation                                                                |  |                                         | 3,293   
|Bad debt expense                                                            |  |                                         | -       
|Issuance of shares for services                                             |  |                                         | 63,000  
|Non-cash stock option expense                                               |  |                                         | 7,333   
|Amortization of debt discount                                               |  |                                         | 201     
|Changes in assets and liabilities:                                          |  |                                         |         
|Accounts receivable                                                         |  |                                         | 12,568  
|Prepaid financing cost                                                      |  |                                         | 9,375   
|Prepaid expenses                                                            |  |                                         | 11,911  
|Accounts payable and accrued liabilities                                    |  |                                         | 6,817   
|Net cash used in operating activities                                       |  |                                         | (114,432
|                                                                            |  |                                         |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |  |                                         |         
|Property and equipment                                                      |  |                                         | -       
|Due from related parties                                                    |  |                                         | (800    
|Net cash used in investing                                                  |  |                                         | (800    
|                                                                            |  |                                         |         
|NET DECREASE IN CASH & CASH EQUIVALENTS                                     |  |                                         | (115,232
|                                                                            |  |                                         |         
|CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                  |  |                                         | 397,101 
|                                                                            |  |                                         |         
|CASH & CASH EQUIVALENTS, ENDING BALANCE                                     |  | $                                       | 281,869 
|                                                                            |  |                                         |         
|SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION                          |  |                                         |         
|                                                                            |  |                                         |         
|Interest paid during the quarter                                            |  | $                                       | 123     
|Taxes paid during the quarter                                               |  | $                                       | 1,600   
|                                                                            |  |                                         |         
|NONCASH FINANCING ACTIVITIES                                                |  |                                         |         
|Common stock issue for acquisition of AHI (see Note 18)                     |  | $                                       | 210,000 
|Contingent consideration payable (see Note 18)                              |  | $                                       | 367,500 



The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements



5







APOLLO MEDICAL HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)



| | 1. | Description of Business and Merger
| | -- | ----------------------------------



Apollo Medical Holdings, Inc. (“Apollo” or the “Company”)
is a leading provider of hospitalist services in the Greater Los Angeles, California area. Hospitalist medicine is organized around
the admission and care of patients in an inpatient facility such as a hospital or skilled nursing facility and is focused on providing,
managing and coordinating the care of hospitalized patients. Apollo Medical Holdings, Inc. operates as a medical management holding
company that focuses on managing the provision of hospital-based medicine through a wholly owned subsidiary-management company,
Apollo Medical Management, Inc. (“AMM”). Through AMM, the Company manages affiliated medical groups, which primarily
consists of ApolloMed Hospitalists (“AMH”). AMM operates as a Physician Practice Management Company (PPM) and is in
the business of providing management services to Physician Practice Companies (PPC) under Management Service Agreements.



On February 15, 2011, the Company completed a merger ("Merger"),
whereby Aligned Healthcare Group, Inc. became a wholly-owned subsidiary of Apollo Medical Holdings, Inc. The Merger was effected
pursuant to Stock Purchase Agreement, dated February 15, 2011, by and among Aligned Healthcare Group – California, Inc.,
Raouf Khalil, Jamie McReynolds, M.D. BJ Reese and BJ Reese & Associates, LLC, under which the Company acquired all of the issued
and outstanding shares of capital stock (the “Acquisition”) of Aligned Healthcare, Inc., a California corporation (“AHI”),
from AHI’s shareholders.  AHI is engaged in the business of operating 24-hour physician call centers and provides
specialized care management services (See Note 18).



| | 2. | Summary of Significant Accounting Policies
| | -- | ------------------------------------------



Accounting Principles



These statements reflect all adjustments, consisting of normal
recurring adjustments, which, in management’s opinion, are necessary for fair presentation of the information contained herein.
These financial statements should be read in conjunction with the Company's financial statements and notes thereto included in
the Company's audited financial statements on Form 10-K for the fiscal year ended January 31, 2011 as filed with the Securities
and Exchange Commission (“SEC”) on May 16, 2011.



Principles of Consolidation



Our consolidated financial statements include the accounts of
our wholly-owned subsidiaries, and a professional medical corporation for which we have determined that we have a controlling financial
interest through a long-term management agreement. Some states have laws that prohibit business entities from practicing medicine,
employing physicians to practice medicine, exercising control over medical decisions by physicians (collectively known as the corporate
practice of medicine), or engaging in certain arrangements with physicians, such as fee-splitting. In California, and in accordance
with these laws, we operate by maintaining a long-term management contract with a professional medical corporation, which is owned
and operated by physicians, and which employ or contract with additional physicians to provide hospitalist services. Under this
management agreement, we have exclusive authority over all non-medical management and administrative services, including financial
management, information systems, marketing, risk management and administrative support. The management agreement has an initial
term of 20 years.



All intercompany balances and transactions are eliminated in
consolidation.



Use of Estimates



The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.



Reclassification



Certain comparative amounts have been reclassified to conform
to the three month periods ended April 30, 2011 and 2010.



6







Recently Issued Accounting Pronouncements



In December 2010, the Financial Accounting Standards Board
issued Accounting Standards Update (“ASU”) No. 2010-29, Business Combinations, Disclosure of Supplementary
Pro Forma Information for Business Combinations (“ASU 2010-29”), which provides clarification regarding pro forma
revenue and earnings disclosure requirements for business combinations.  The amendments in this ASU specify that if a
public entity presents comparative financial statements, the entity should disclose only revenue and earnings of the combined entity
as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable
prior annual reporting period.  The amendments also expand the supplemental pro forma disclosures to include a description
of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included
in the reported pro forma revenue and earnings.  The amendments are effective prospectively for business combinations
for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15,
2010.  Early adoption is permitted.  The Company adopted ASU 2010-29 during the first interim reporting period
of 2011 as it relates to pro-forma disclosure of the Company’s acquisitions.  The adoption of ASU 2010-29 did not
have a material impact on the Company’s consolidated financial statements.



ASU No. 2010-28, Intangibles —
Goodwill and Other, When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts
(“ASU 2010-28”) was issued in December 2010.  The amendments in this ASU modify Step 1 of the goodwill
impairment test for reporting units with zero or negative carrying amounts.  For those reporting units, an entity is
required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists.  In
determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any
events or circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  The
amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15,
2010. Early adoption is not permitted.  The Company adopted ASU 2010-28 for the quarter ending March 31, 2011.



7







3.  Uncertainty of ability to continue as a going concern



The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities
in the normal course of business. As shown in the accompanying consolidated financial statements, the Company has an accumulated
deficit of $1,626,293 as of April 30, 2011. In addition, the Company has a total stockholders’ deficit of $31,791 and a negative
net cash flow operating activities for the twelve months ended April 30, 2011 of $114,432.



The financial statements do not include any adjustments relating
to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going
concern.



To date the Company has funded its operations from both internally
generated cash flow and external sources, and the proceeds available from the private placement of convertible notes  which
have provided funds for near-term operations and growth. The Company will pursue additional external capitalization opportunities,
as necessary, to fund its long-term goals and objectives.  Management has taken action to strengthen the Company's working
capital position and generate sufficient cash to meet its operating needs through January 31, 2012 and beyond. The Company also
anticipates generating more revenue through new hospitalist, care management contracts and mergers and acquisitions.



No assurances can be made that management will be successful
in achieving its plan. If the Company is not able to raise substantial additional capital in a timely manner, the Company may be
forced to cease operations.



4.  Accounts Receivable



Accounts receivable primarily consists of amounts due from third-party
payors, including government sponsored Medicare and Medicaid programs, and insurance companies, and amounts due from hospitals,
and patients. Accounts receivable are recorded and stated at the amount expected to be collected



The Company maintains reserves for potential credit losses on
accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations,
customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these
reserves. Reserves are recorded primarily on a specific identification basis.



As of April 30, 2011, Accounts Receivable totals $692,403, net
of a provision for bad debt expense of $34,746, and represents amounts invoiced by AMH. Accounts Receivable was $704,971, net of
the provision for bad debt expense of $34,746, on January 31, 2011.



5.  Other Receivables



Other receivables total $24,872 and represent amounts due the
Company from two officers. These balances are due on demand, non-interest bearing and are unsecured.



6.  Due from affiliate



Due from Apollo Medical Associates (“AMA”) was $4,700
and $3,900 as of April 30, 2011 and January 31, 2011, respectively, and represents amounts due from AMA. These balances are due
on demand, non-interest bearing and are unsecured. AMA is an unconsolidated affiliate of the Company and currently has no operations
and is inactive. No management agreement currently exists between AMM and AMA.



7.  Prepaid Expenses



Prepaid Expenses of $17,228 and $29,138 as of April 30, 2011
and January 31, 2011, respectively, are amounts prepaid for medical malpractice insurance and Director’s and Officer’s
insurance.



8







8.  Prepaid Financing Cost



Unamortized financing cost of $67,188 on April 30, 2011 and
$76,563 as of January 31, 2011 represent the financing cost associated with 10% Senior Subordinated Callable Convertible Notes
due January 31, 2013, $125,000 paid by the Company on the closing of the placement on October 16, 2009 (see Note 11).



9. Property and Equipment



Property and Equipment consists of the following as of :



|                              |  | April 30, 2011 |          |   | January 31, 2011 |  
|----------------------------- |  | -------------- | -------- | - | ---------------- | -
|                              |  |                |          |   |                  |  
|Website                       |  | $              | 4,568    |   |                  | $
|Computers                     |  |                | 13,912   |   |                  |  
|Software                      |  |                | 155,039  |   |                  |  
|Machinery and equipment       |  |                | 50,815   |   |                  |  
|Gross Property and Equipment  |  |                | 224,334  |   |                  |  
|Less accumulated depreciation |  |                | (206,034 | ) |                  |  
|Net Property and Equipment    |  | $              | 18,300   |   |                  | $



Depreciation expense was $3,293 and $3,006 for the three month
periods ended April 30, 2011 and 2010, respectively.



10.  Accounts Payable and Accrued Liabilities



Accounts payable and accrued liabilities consist of the following
as of:



|                                 |  | April 30, 2011 |        |  | January 31, 2011 |  
|-------------------------------- |  | -------------- | ------ |  | ---------------- | -
|Accounts payable                 |  | $              | 49,507 |  |                  | $
|D&O insurance payable            |  |                | 2,749  |  |                  |  
|Accrued interest                 |  |                | 31,250 |  |                  |  
|Accrued professional fees        |  |                | 10,000 |  |                  |  
|Accrued payroll and income taxes |  |                | 6,056  |  |                  |  
|Total                            |  | $              | 99,562 |  |                  | $



11.  Long-term Debt



The Company’s long-term debt consisted of the following:



|                                                               |  | April 30, |           |  | January 30, |  
|-------------------------------------------------------------- |  | --------- | --------- |  | ----------- | -
|                                                               |  | 2011      |           |  | 2011        |  
|Subordinated Borrowings:                                       |  |           |           |  |             |  
|10% Senior Subordinated Convertible Notes due January 31, 2013 |  | $         | 1,248,789 |  |             | $
|Total long-term debt                                           |  | $         | 1,248,789 |  |             | $
|Less: Current Portion                                          |  |           |           |  |             |  
|Total                                                          |  | $         | 1,248,789 |  |             | $



Subordinated Borrowings



10% Senior Subordinated Callable Convertible Notes due January
31, 2013

On October 16, 2009, the Company issued $1,250,000 of its 10%
Senior Subordinated Callable Convertible Notes. The net proceeds of $1,100,000 will be used for the repayment of existing debt,
acquisitions, physician recruitment and other general corporate purposes. The notes bear interest at a rate of 10% annually, payable
semi annually on January 31 and July 31. The Notes mature and become due and payable on January 31, 2013 and rank senior to all
other unsecured debt of the Company.



The 10% Notes were sold through an Agent in the form of a Unit.
Each Unit was comprised of one 10% Senior Subordinated Callable Note with a par value $25,000, and one five-year warrant to purchase
25,000 shares of the Company’s common stock. The purchase price of each Unit was $25,000, resulting in gross proceeds of
$1,250,000.



9







In connection with the placement of the subordinated notes,
the Company paid a commission of $125,000 and $25,000 of other direct expenses. The agent also received five-year warrants to purchase
up to 250,000 shares of the Common Stock at an initial exercise price of $0.25 per share adjustable pursuant to changes in public
value of our shares and cash flow of the Company from July 31, 2011 until the note is paid in full. The agent also received 100,000
shares of restricted common stock for pre-transaction advisory services and due diligence. A commission of $125,000 paid at closing,
is accounted for as prepaid expense and will be amortized over a forty-month period through January 31, 2013, the maturity date
of the notes. The $25,000 of other direct expenses were paid at closing and reported as financing costs in the Operating Statement.
In addition, financing costs included $4,000 related to the value of the 100,000 shares granted to the placement agent. Interest
expense of $36,458 was recorded in the year ended January 31, 2010.



The 10% Notes are convertible any time prior to January 31,
2013. The initial conversion rate is 200,000 shares of the Company’s common stock per $25,000 principal amount of the 10%
Notes adjustable pursuant to changes in public value of our shares and cash flow of the Company. This represents an initial conversion
price of $0.125 per share of the Company’s common stock. The note is fixed from August 1, 2009 through July 31, 2011. After
July 31, 2011, the conversion price will equal to the lesser of $0.125 per share or the average of the monthly high stock price
and low stock price as reported by Bloomberg multiplied by 110%. The minimum conversion price is the greater of $0.05 per share
or 8 times cash EPS.



On or after January 31, 2012, the Company may, at its option,
upon 60 days notice to both the Note-holder’s and the placement agent, redeem all or a portion of the notes at a redemption
price in cash equal to 102% of the principal amount of the notes to be redeemed plus accrued and unpaid interest to, but excluding,
the redemption date.



The Warrants attached to the Units are exercisable into shares
of Common Stock at an initial exercise price of $0.125. The Warrants have a five-year term and expire on October 31, 2014. The
Company’s calculations were made using the Black-Scholes option-pricing model with the following assumptions: expected life
of 5 years; 48.0% stock price volatility; risk-free interest rate of 2.16% and no dividends during the expected term. These warrants
were estimated to have a fair value of $2,653 using the Black-Scholes pricing model which was recorded as unamortized warrant discount
on the grant date and $2,418 as of January 31, 2010.



In connection with this offering, the Company also issued warrants
to purchase 250,000 shares of our common stock to the placement agent at an exercise price of $0.25 per share, and are exercisable
immediately upon issuance and expire five years after the date of issuance. The Company’s calculations were made using the
Black-Scholes option-pricing model with the following assumptions: expected life of 5 years; 48.0% stock price volatility; risk-free
interest rate of 2.16% and no dividends during the expected term. These warrants were estimated to have a fair value of $2,200,
which was recorded as unamortized warrant discount on the grant date. The exercise price of the warrants are adjustable according
to the same terms as the 10% Notes.



8% Convertible Notes due December 25, 2009

On July 28, 2008, the Company issued $70,000 in the form of
a note payable to a relative of the CEO of the Company. The Note carried no interest rate and the Company agreed to pay a $5,000
origination fee to be paid at the time of pay off. The maturity date on this Note was October 1, 2008. The note was extended by
verbal agreement on its expiration date with no change in terms. On January 24, 2009, the Company formalized the note extension
with the note holder. Under the terms of the new note, the $5,000 origination fee was added to the note, the due date was extended
to March 31, 2011, the interest rate was set at eight 8% and the note is initially convertible into 214,285 shares of common stock.
The Company paid the note in full, with accumulated interest, on October 22, 2009. The Company recorded interest expense of $4,323
and $99 for the twelve months ended January 31, 2010 and January 31, 2009, respectively.



10% Convertible Notes due between October 7, 2009 and December
12, 2009

Between October 7, 2008 and December 12, 2008 the Company issued
$210,000 of its 10% Convertible Notes with attached Warrants. The notes bear interest at a rate of 10% annually, mature and become
due twelve months from the date of issuance ranging from October 7, 2009 and December 12, 2009. The conversion rate is 1,333.333
shares of the Company’s common stock per $1,000 principal amount of the Notes . As of January 31, 2009, the Company received
notices to convert $200,000 of notes into shares of the Company’s common stock. The remaining balance of $10,000 was paid
in full, with interest, on December 28, 2009.



Each Note Holder also received 666.67 Warrants per $1,000 principal
amount of the Notes purchased. These Warrants are exercisable into shares of Common Stock at an exercise price of $1.50. The Warrants
have a three-year term and expire on the third year anniversary of the respective notes. The Company recorded value of warrants
using the Black Scholes pricing model using the following assumptions: Stock price $0.27, Expected life of 3 years, Risk free bond
rate of 1.05% to 2.00% and volatility of 44% to 61%. Based on the assumptions used the Company recorded the fair value of warrants
amounting to $379 which was fully amortized as interest expense during year ended January 31, 2009.

The Company recorded interest expense of $ 31,250 and $31,250
related to these notes for the three months ended April 30, 2011 and 2010.



10







12.  Related Party Transactions



During the three months ended April 30, 2011 and 2010, the Company
generated revenue of $110,000 and $105,000, respectively, by providing management services to ApolloMed Hospitalists (AMH), an
affiliated company with common ownership interest. Commencing August 1, 2008, the management services fee income reported by AMM
was eliminated in consolidation against similar costs recorded at AMH.



During the three months ended April 30, 2011, the Company  issued
350,000 shares valued at $63,000 to the chief financial officer for consulting service. (see Note 15)



13.  Non-Controlling Interest



The Company recorded AMH ownership interest in the accompanying
financial statements as Non-Controlling Interest of $228,115 at April 30, 2011 and January 31, 2011.



14. Income Taxes



Our effective tax rates were approximately 1.0% and 1.86% for
the three months ended April 30, 2011 and 2010, respectively. Our effective tax rate was lower than the U.S. federal statutory
rate due to the fact that the Company records a full valuation allowance on deferred tax assets, which are primarily generated
as a result of net operating losses incurred.



15.  Stockholder’s Equity



In the first quarter ended April 30, 2011, the Company issued
1,350,000 common shares, bringing the total outstanding shares to 28,985,774.  A total of 350,000 shares were issued
to Kanehoe Advisors and 1,000,000 shares were issued in connection with the acquisition of Aligned Healthcare Group, Inc. (see
Note 18).  The 1,350,000 shares were valued at $273,000 based on the fair value of shares at issuance date.



The Company issued a total of 594,446 common shares in the twelve
months ended January 31, 2011, including 383,333 shares in the first quarter ended April 30, 2010 and 211,113 shares issued in
the second quarter ended July 31, 2010. Of the 594,446 shares issued, 244,446 were issued to officers and directors and 350,000
shares were issued to Kanehoe Advisors. The total shares of 594,446 were valued at $47,378 based on the fair value of shares at
issuance dates.



11







Warrants outstanding:



No warrants were issued by the Company in the quarter ended
April 30, 2011.



|                                |  |  | Aggregate intrinsic value |   |  | Number of warrants | 
|------------------------------- |  |  | ------------------------- | - |  | ------------------ | 
|Outstanding at January 31, 2011 |  |  | $                         | — |  |                    | 
|Granted                         |  |  |                           | — |  |                    | 
|Exercised                       |  |  |                           | — |  |                    | 
|Cancelled                       |  |  |                           | — |  |                    | 
|                                |  |  |                           |   |  |                    | 
|Outstanding at April 30, 2011   |  |  | $                         | — |  |                    | 



|Exercise Price |       |  | Warrants outstanding |  |           | Weighted average remaining contractual life |  |  | Warrants exercisable |  |  | Weighted average exercise price |          
|-------------- | ----- |  | -------------------- |  | --------- | ------------------------------------------- |  |  | -------------------- |  |  | ------------------------------- | ---------
|$              | 1.500 |  |                      |  | 155,333   |                                             |  |  | 0.49                 |  |  |                                 | 155,333  
|$              | 0.125 |  |                      |  | 1,250,000 |                                             |  |  | 3.51                 |  |  |                                 | 1,250,000
|$              | 0.250 |  |                      |  | 250,000   |                                             |  |  | 3.51                 |  |  |                                 | 250,000  



Options outstanding:



Stock option transactions under the Company’s stock option
plans for the three months ended April 30, 2011 are summarized below:



|                            |  |  | Shares |           |  | Weighted Average Per Share Exercise Price |   |      | Weighted AverageRemainingContractual Term |  |  | Aggregate Intrinsic Value | 
|--------------------------- |  |  | ------ | --------- |  | ----------------------------------------- | - | ---- | ----------------------------------------- |  |  | ------------------------- | 
|Balance, January 31, 2011   |  |  |        | 1,150,000 |  |                                           | $ | 0.15 |                                           |  |  |                           | 
|Granted                     |  |  |        | -         |  |                                           |   | -    |                                           |  |  |                           | 
|Exercised                   |  |  |        | -         |  |                                           |   | -    |                                           |  |  |                           | 
|Expired                     |  |  |        | -         |  |                                           |   | -    |                                           |  |  |                           | 
|Forfeited                   |  |  |        | -         |  |                                           |   | -    |                                           |  |  |                           | 
|Balance, April 30, 2011     |  |  |        | 1,150,000 |  |                                           | $ | 0.15 |                                           |  |  | 9.6 years                 | 
|                            |  |  |        |           |  |                                           |   |      |                                           |  |  |                           | 
|Exercisable, April 30, 2011 |  |  |        | 666,616   |  |                                           | $ | 0.15 |                                           |  |  | 9.6 years                 | 



The Company did not issue any stock options during the three
months ended April 30, 2011 and 2010, respectively.



16. Commitments and Contingency



On March 15, 2009, the Company entered into a Consulting Agreement
with Kaneohe Advisors LLC (Kyle Francis) under which Mr. Francis became the Company’s Executive Vice President, Business
Development and Strategy. Under the terms of the Agreement, Mr. Francis is compensated at a rate of $8,000 per month. In addition,
Mr. Francis received 350,000 shares of restricted stock at the date of the Agreement and is entitled to 350,000 additional restricted
shares on the first and second anniversaries of the Agreement, provided the Agreement is not terminated. The initial 350,000 shares,
along with 50,000 shares granted to Mr. Francis in the year ended January 2009, were issued in the third quarter ended October
31, 2009. On March 15, 2011, the second anniversary of the Consulting Agreement, Mr. Francis was granted an additional 350,000
shares. Mr. Francis was named Chief Financial Officer on December 31, 2010. Mr. Francis shares was increased to $11,000 per month.



On October 27, 2008, the Company entered into a Board of Director’s
Agreement with Suresh Nihalani. The Company will issue a stock award of 400,000 shares to Mr. Nihalani, under the terms of the
Director’s Agreement, which shares will be issued ratably over a thirty-six month period commencing December 2008. The shares
will be released to Mr. Nihalani on a monthly basis during his tenure as a Director. The distribution of shares will continue as
long as Mr. Nihalani serves on the Board, but will cease when Mr. Nihalani is no longer a Director. Mr. Nihalani was issued 11,111
shares under this agreement in the year ended January 31, 2009 and an additional 144,443 shares in the year ended January 31, 2010.



17. Concentration



The Company’s case rate and capitation revenues, reported
by Apollo’s affiliate, AMH, are governed by contractual agreements with medical groups/IPA’s and hospitals.  As
a result, receivables from this business are generally fully collected. The Company does face issues related to the timing of these
collections, and the Company must assess the level of earned but uncollected revenue to which it is entitled at each period end.
The Company does face collection issues with regard to its fee-for-service revenues. One is the estimation of the amount to be
received from each billing since the Company invoices on a Medicare schedule and each of many providers remits payment on a reduced
schedule.  The Company has to estimate the amount it will ultimately receive from each billing and properly record revenue.
The Company’s three largest contracts accounted for 41.8%, 23.2% and 9.9%, respectfully in the three months ended April 30,
2011.



12







18. Acquisition



On February 15, 2011, Apollo Medical Holdings, Inc. (the “Company”)
entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Aligned Healthcare Group – California,
Inc., Raouf Khalil, Jamie McReynolds, M.D. BJ Reese and BJ Reese & Associates, LLC, under which the Company acquired all of
the issued and outstanding shares of capital stock and associated Intellectual property and related intangibles (the “Acquisition”)
of Aligned Healthcare, Inc., a California corporation (“AHI”), from AHI’s shareholders. Upon the signing of the
Purchase Agreement, 1,000,000 shares of the Company’s common stock became issuable (the “Initial Shares”) and
are included in the number of shares outstanding. In addition, if the gross revenues of AHI and an affiliated entity (the “Aligned
Division”) exceed $1,000,000 on or before February 1, 2012, then the Company will be obligated to issue an additional 1,000,000
shares of common stock (the “Contingent Shares”). Moreover, the Company will be obligated to issue up to an additional
3,500,000 shares of common stock (the “Earn-Out Shares” and, collectively with the Initial Shares and the Contingent
Shares, the “Shares”) over a three year period following closing based on the EBITDA generated by the Aligned Division
during that time. Under the agreement, ApolloMed will issue twelve shares of its Common stock for each dollar of Actual EBITDA
earned in the first 12-month period. In subsequent periods, ApolloMed will issue twelve shares of its common stock for each dollar
of Actual EBITDA in excess of the maximum EBITDA earned in either the first 12-month period or first 12-month period and second
12 month period.



If, prior to February 15, 2012, AHI has not entered into an
agreement for the provision of certain services to a hospital or certain other health organizations that has a term of at least
one year and provides aggregate net revenues to AHI of at least $1,000,000, the Company will have the right to repurchase all of
the Initial Shares for $0.05 per share, at which time the Company’s obligation to issue any further Shares would terminate.



Based on our internal estimate of contingent shares to be issued
as part of this agreement, we estimated that the total fair value of the common stock shares issued and contingently issuable for
this transaction on the acquisition date was $577,500.



The Company has recognized a liability based on the acquisition
date fair value of the acquisition-related contingent consideration based on the probability of the achievement of the targets.
Based on the Company’s estimation, an initial liability of $367,500 (1,750,000 shares) was recorded. Changes in the fair
value of the acquisition-related contingent consideration during the measurement period, including changes from events after the
acquisition date, such as changes in the Company’s estimate of the revenue and net income expected to be achieved and changes
in their stock price, are being recognized as an adjustment to the purchase price in the period in which the estimated fair value
changes. The accompanying consolidated financial statements include the financial results of these companies from the date of acquisition.



The estimated fair values of net assets acquired and presented
below are preliminary and are based on the information that was available as of the acquisition date and prior to the filing of
this Quarterly Report on Form 10-Q. The Company believes that the information provides a reasonable basis for estimating the fair
values of assets acquired and liabilities assumed; however, the Company is awaiting the finalization of certain third-party valuations
to finalize those fair values. Thus, the preliminary measurements of fair value set forth below are subject to change. The Company
expects to finalize the valuation and complete the purchase price allocations as soon as practicable, but no later than one year
from the respective acquisition date.



The following table summarizes the preliminary determination
of the purchase price and fair value of AHI’s assets acquired and liabilities assumed at the date of acquisition:



|Purchase price calculation:                                 |  |   |         | 
|----------------------------------------------------------- |  | - | ------- | 
|Common stock issued (1,000,000 shares)                      |  | $ | 210,000 | 
|Contingent consideration (1,750,000 shares of common stock) |  |   | 367,500 | 
|Fair value of total consideration                           |  |   | 577,500 | 
|                                                            |  |   |         | 
|Allocation of purchase price:                               |  |   |         | 
|Intellectual property and technical know-how                |  | $ | 577,500 | 



AHI’s operations commenced immediately prior to the Company’s
acquisition, as the result pro forma information is not presented.  During the quarter ended April 30, 2011, AHI incurred
a net loss of $33,621, which is included in the consolidated net loss reported by the Company.  Pro forma basic and earnings
per share for the three months ended April 30, 2011 and 2010 are $(0.01) and $(0.00), respectively.



19. Subsequent Events



On July 8, 2011, the Company entered into a First Amendment
to Stock Purchase Agreement (the “AHI Amendment”) with Aligned Healthcare Group, LLC (“Aligned LLC”), Aligned
Healthcare Group – California, Inc. (“Aligned Corp.”), Raouf Khalil, Jamie McReynolds, M.D. BJ Reese and BJ Reese
& Associates, LLC, which amends in certain respects the AHI Purchase Agreement. The AHI Amendment provides, among other things,
that Aligned LLC and Aligned Corp. may enter into contracts with a specified health insurance provider for the provision of services
related to patient care management or the management, administration and operation of 24-hour physician and nursing call centers
and post-discharge management (the “Call Center Business”) solely within the State of California, and that the Company
and its subsidiaries have the exclusive right, as between the Company and Aligned LLC and Aligned Corp., to enter into other contracts
for the provision of services related to the Call Center Business.



In connection with the AHI Amendment, the Company’s wholly
owned subsidiary, AHI, entered into a Services Agreement, dated as of July 8, 2011 (the “AHI Services Agreement”),
with Aligned LLC and Aligned Corp., under which Aligned LLC and Aligned Corp. have agreed that if either entity enters into one
or more contracts with a specified health insurance provider relating to the provision of services for the Call Center Business
solely within the State of California, then Aligned LLC and Aligned Corp. would remit all revenues, less allowable costs incurred
in connection with the provision of such services, to AHI.



13







ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following management’s discussion and analysis
should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in
this Quarterly Report. In addition, reference is made to our audited consolidated financial statements and notes thereto and related
Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our most recent Annual
Report on Form 10-K for the year ended January  31, 2011, filed with the Securities and Exchange Commission ( SEC) on May
16, 2011.



In this Quarterly Report, unless otherwise expressly stated
or the context otherwise requires, “Apollo,” “we,” “us” and “our” refer to Apollo
Medical Holdings, Inc,, a Delaware corporation, and its wholly-owned subsidiary-management company, Apollo Medical management,
Inc., and affiliated medical groups.  Our affiliated professional organizations are separate legal entities that provide
physician services in California and with which we have management agreements. For financial reporting purposes we consolidate
the revenues and expenses of all our practice groups that we own or manage because we have a controlling financial interest in
these practices based on applicable accounting rules and as described in our accompanying financial statements. Also, unless otherwise
expressly stated or the context otherwise requires, “our affiliated hospitalists” refer to physicians employed or contracted
by either our wholly-owned subsidiaries or our affiliated professional organizations. References to “practices” or
“practice groups” refer to our subsidiary-management company and the affiliated professional organizations of Apollo
that provide medical services, unless otherwise expressly stated or the context otherwise requires.



The following discussion contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and the future results of Apollo  that
are based on management’s current expectations, estimates, projections, and assumptions about our business. Words such as
“may,” “will,” “could,” “should,” “target,” “potential,”
“project,” “expects,” “anticipates,” “intends,” “plans,” “believes,”
“sees,” “estimates” and variations of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions
that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted
in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in our most recent Annual
Report on Form 10-K, including the section entitled “Risk Factors”, as well as those discussed from time to time in
the Company’s other SEC filings and reports. In addition, such statements could be affected by general industry and market
conditions. Such forward-looking statements speak only as of the date of this Quarterly Report or, in the case of any document
incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement
to reflect events or circumstances after the date of this Report, or for changes made to this document by wire services or Internet
service providers. If we update or correct one or more forward-looking statements, investors and others should not conclude that
we will make additional updates or corrections with respect to other forward-looking statements.



Overview



We are a leading provider of hospitalist services in the Greater
Los Angeles, California area. Hospitalist medicine is organized around the admission and care of patients in an inpatient facility
such as a hospital or skilled nursing facility and is focused on providing, managing and coordinating the care of hospitalized
patients.



Acquisitions



During the three months ended April 30, 2011, we entered
into a stock purchase agreement with Aligned Healthcare Group. Upon the signing of the Purchase Agreement, 1,000,000 shares of
the Company’s common stock became issuable (the “Initial Shares”) and are included in the number of shares outstanding.
In addition, if the gross revenues of AHI and an affiliated entity (the “Aligned Division”) exceed $1,000,000 on or
before February 1, 2012, then the Company will be obligated to issue an additional 1,000,000 shares of common stock (the “Contingent
Shares”). Moreover, the Company will be obligated to issue up to an additional 3,500,000 shares of common stock (the “Earn-Out
Shares” and, collectively with the Initial Shares and the Contingent Shares, the “Shares”) over a three year
period following closing based on the EBITDA generated by the Aligned Division during that time.



In connection with this acquisition, the Company recorded intellectual
property and technical know-how of $577,500. Total transaction costs of $37,901 were expensed as incurred during the three months
ended April 30, 2011.



14







Results of Operations and Operating Data



Three Months Ended April 30, 2011 vs. Three Months Ended
April 30, 2010



Net revenues for the three months ended April 30, 2011 of $1,039,693
increased $236,808, or 29 percent, over net revenues of $802,885 reported for the three months ended April 30, 2010. Net revenues
are comprised of  net billings by AMH under the various fee structures from health plans, medical groups/IPA’s
and hospitals, and income from service fee agreements. Increase was attributable to new hospital contracts, increased same-market
area growth and expansion of services with existing medical group clients at new hospitals.



Physician practice salaries, benefits and other expenses for
the three months ended April 30, 2011 were $947,489, at 91% of net revenues compared to $674,686 for the three months
ended April 30, 2010, at 84% of net revenues.  Cost of Services includes the payroll and consulting costs of the physicians,
all payroll related costs, costs for all medical malpractice insurance and physician privileges. Increases in physician costs were
attributable to start-up losses at new hospital contracts and expansions of services at existing hospitals in the quarter and the
hiring of new physicians to support new contracts.



General and administrative expenses include all salaries, benefits,
supplies and operating expenses, not specifically related to the day-to-day operations of our physician group practices, including
billing and collections functions,  and our corporate management and overhead. General and administrative expenses were
$276,355, at 27% of net revenues, for the three months ended April 30, 2011. General and Administrative expenses were $85,192 for
the three months ended April 30, 2010, at 11% of net revenues. The increase in expense is primarily the result of increased costs
to support the continuing growth of our operations, new office equipment, and severance pay for one employee in the quarter. In
addition, the Company experienced start-up losses of $33,621 at AHI during the three months ended April 30, 2011. The Company
incurred non-cash compensation expenses of $63,000, related to the issuance of shares for service during the three months ended
April 30, 2011, compared to $30,066 of such non-cash costs during the three months ended April 30, 2010.   In addition,
the Company had no change in its bad debt reserve calculation for the three months ended April 30, 2011 compared to favorable write-down
of its bad debt reserve of $60,647 in the first quarter of 2010.



Depreciation and amortization expense was $3,293 for the three
months ended April 30, 2011, and $3,006 for the comparable three-month period in 2010.



The Company reported a loss from operations of $187,444 for
the three months ended April 30, 2011, compared to a profit from operations of $40,001 recorded in the same period of 2010.
Net revenues in 2011 continued to benefit from the addition of contracts with hospitals, IPAs and Health plans and the hiring of
several additional physicians.  The decrease in operating profits for the three months ended April 30, 2011 is primarily
related to increased physician costs to support new contracts and transaction and start-up costs related to the acquisition of
AHI.



Interest expense and amortization of financing costs totaled
$40,949 for the three months ended April 30, 2011,  compared to interest and financing costs of $40,898 for the three
months ended April 30, 2010. Interest expense and financing costs in 2011 included interest on the subordinated borrowings of $31,574,
and the amortization of financing costs of $9,375, related to these notes. Interest expense for the three months ended April 30,
2010 of $40,898 represents interest expense paid on the subordinated borrowings of $31,523, and the amortization of financing costs
of $9,375, related to subordinated notes.  Net Loss was $228,930 for the three months ended April 30, 2011, compared
to a net loss of $843 for the three months ended April 30, 210.  The increase in the net loss for the three months
ended April 30, 2011 is primarily related to increased physician costs to support new contracts and transaction and start-up costs
related to the acquisition of AHI.



Liquidity and Capital Resources



At April 30, 2011, the Company had cash and cash equivalents
of $281,869, compared to cash and cash equivalents of  $397,101 at  January 31, 2011. The cash balance at April
30, 2011 included $264,868 in a money market brokerage account.  There were no short-term borrowings at April 30, 2011
or January 31, 2011.   Long-term borrowings totaled $1,248,789 as of April 30, 2011 and  $1,248,588 on January
31, 2011.



Net cash used in operating activities totaled $114,432 in the
three months ended April 30, 2011, compared to net cash used in operations of $155,830 for the comparable three months ended April
30, 2010.  The decrease in accounts receivable and increase in and increase in accounts payable, is the primary cause
for the decrease in cash used for operating activities and transaction and start-up losses related with acquisition of AHI
for the three months ended April 30, 2010.



Net cash used in operating activities for the three months ended
April 30, 2010 of $114,432 was comprised of a net loss of $228,930 for the three month period.  Adjustments for non-cash
charges which include depreciation, bad debt expense, shares issued for service and amortization of commission cost and debt discount,
used $73,827.  In addition, net changes in operating assets and liabilities provided cash of $40,671.



During the three months ended April 30, 2011, the Company advanced
$800 to an affiliated Company.  The Company invested $4,568 to develop a web site and an $800 advance to an affiliated
Company in the first quarter of 2010.



15







Liquidity



We continue to search for investment opportunities and anticipate
that funds generated from operations, together with our current cash on hand and funds available under our revolving credit agreement
will be sufficient to finance our working capital requirements and fund anticipated acquisitions, contingent acquisition consideration
and capital expenditures.



Off Balance Sheet Arrangements



As of April 30, 2011, we had no off-balance sheet arrangements.



Recently Adopted and New Accounting Pronouncements



See Note 2 to the Condensed Consolidated Financial Statements
for information regarding recently adopted and new accounting pronouncements.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK



The Company does not hold any derivative instruments and does
not engage in any hedging activities.



ITEM 4.  CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures.



In connection with the preparation of this
Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our management, including our
Chief Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of our disclosure controls and procedures,
as of April 30, 2011, in accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act.



Based on that evaluation, our Chief Executive
Officer and Principal Financial and Accounting Officer have concluded that our disclosure controls and procedures were not effective
as of April 30, 2011.



We have identified the following three material
weaknesses in our disclosure controls and procedures:



1. We do not have written documentation
of our internal control policies and procedures.  Written documentation of key internal controls over financial reporting
is a requirement of Section 404 of the Sarbanes-Oxley Act.  Management evaluated the impact of our failure to have written
documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures, and concluded
that the control deficiency that resulted represented a material weakness.



2. We do not have sufficient segregation
of duties within accounting functions, which is a basic internal control.  Due to our size and nature, segregation of all
conflicting duties may not always be possible and may not be economically feasible.  However, to the extent possible, the
initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. 
Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures,
and concluded that the control deficiency that resulted represented a material weakness.



3.We do not have review and supervision
procedures for financial reporting functions. The review and supervision function of internal control relates to the accuracy of
financial information reported. The failure to review and supervise could allow the reporting of inaccurate or incomplete financial
information. Due to our size and nature, review and supervision may not always be possible or economically feasible.



Based on the foregoing material weaknesses, we have determined
that, as of April 30, 2011, our internal controls over our financial reporting are not effective. The Company is taking remediating
steps to address each material weakness. We continue to add employees and consultants to address these issues and we will continue
to broaden the scope of our accounting and billing capabilities and realigning responsibilities in our financial and accounting
review functions.



It should be noted that any system of controls, however well
designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition,
the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these
and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions, regardless of how remote.



16







Changes in Internal Controls over
Financial Reporting



There has been no change in our internal
control over financial reporting during our most recently completed fiscal quarter (i.e., the three-month period ended April 30,
2011) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II – OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS



The Company is not a party to any litigation and,
to its knowledge, no action, suit or proceeding has been threatened against the company.



ITEM 1A. RISK FACTORS

Not Applicable



ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS



On February 15, 2011, Apollo Medical Holdings, Inc. (the “Company”)
entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Aligned Healthcare Group – California,
Inc., Raouf Khalil, Jamie McReynolds, M.D. BJ Reese and BJ Reese & Associates, LLC, under which the Company acquired all of
the issued and outstanding shares of capital stock (the “Acquisition”) of Aligned Healthcare, Inc., a California corporation
(“AHI”), from AHI’s shareholders. Upon the signing of the Purchase Agreement, 1,000,000 shares of the Company’s
common stock was issued as a private placement pursuant to Section 4(2). Stock Purchase Agreement was filed as an exhibit to Current
Form 8-K filed on February 22, 2011 and incorporated herein by reference.



On March 15, 2011, the Company issued 350,000 shares to Kaneohe
Advisors LLC (Kyle Francis). The shares were issued as a private placement pursuant to Section 4(2). See Note 15



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES



None



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS



None



ITEM 5.  OTHER INFORMATION



None



ITEM 6.  EXHIBITS



|Exhibit Number |  | Description                                                                                                                                                                                                        
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Certificate of Incorporation (filed as an exhibit to Registration Statement on Form 10-SB filed on April 19, 1999, and incorporated herein by reference).                                                          
|               |  |                                                                                                                                                                                                                    
|3.2            |  | Certificate of Ownership (filed as an exhibit to Current Report on Form 8-K filed on July 15, 2008, and incorporated herein by reference).                                                                         
|               |  |                                                                                                                                                                                                                    
|3.3            |  | Second Amended and Restated Bylaws (filed as an exhibit to Form 10-Q filed on September 14, 2011, and incorporated herein by reference).                                                                           
|               |  |                                                                                                                                                                                                                    
|4.1            |  | Form of 10% Senior Subordinated Convertible Note, dated October 16, 2009. (filed as an exhibit on Annual Report on Form 10-K on May 14, 2010, and incorporated herein by reference).                               
|               |  |                                                                                                                                                                                                                    
|4.2            |  | Form of Investor Warrant, dated October 16, 2009, for the purchase of 25,000 shares of common stock. (filed as an exhibit on Annual Report on Form 10-K/A on March 28, 2012, and incorporated herein by reference).





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|     |  |                                                                                                                                                                                 
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.                                                                     
|     |  |                                                                                                                                                                                 
|31.2 |  | Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.                                                                     
|     |  |                                                                                                                                                                                 
|32.1 |  | Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.
|     |  |                                                                                                                                                                                 
|32.2 |  | Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.



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SIGNATURES



In accordance with the requirements of the
Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                      | APOLLO MEDICAL HOLDINGS, INC.
|--------------------- | -----------------------------
|                      |                              
|Dated:  April 9, 2012 | By:                          
|                      |                              
|                      |                              
|                      |                              
|Dated:  April 9, 2012 | By:                          
|                      |                              
|                      |                              
|                      |                              



19