UNITED
STATES




SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549








FORM
10-Q/A





(MARK
ONE)





x AMENDMENT NO. 1 TO
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


AND
EXCHANGE ACT OF 1934





FOR THE
QUARTERLY PERIOD ENDED July 31, 2009





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
                incorporation
      or organization)
              
              (I.R.S.
      Employer
                Identification
      Number)





1010
N. Central Avenue


Glendale,
California 91202


(Address
of principal executive offices)





(818)
507-4617


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:


Yes x   No
 ̈





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





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












APOLLO
MEDICAL HOLDINGS, INC.


FORM
10-Q/A


For
the quarterly period ended July 31, 2009





TABLE
OF CONTENTS




PART
      IExplanatory
      Note.
                1









Explanatory
Note




This
Amendment No. 1 to the Quarterly Report on Form 10-Q/A (“Amendment
No. 1”), is being filed to amend the Company’s Quarterly Report on
Form 10-Q for the for the quarterly period ended July 31, 2009, previously
filed on September 4, 2009 (the “Original Filing”), in order to correct one of
the Company’s disclosures on the cover page of the Original Filing.




In
response to an inquiry on the cover page of the Original Filing (the “Cover Page
Inquiry”) on whether the Company has (i) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months, and (ii)
been subject to such filing requirements for the past 90 days, the Company
erroneously indicated “No.”




The
Company is filing this Amendment No. 1 to change its response to the Cover Page
Inquiry from “No” to “Yes,” and to correctly disclose that (i) it has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months, and (ii) it has been subject to such filing requirements for
the past 90 days.




Except
for the foregoing correction, this Amendment No. 1 on Form 10-Q/A does
not amend or update any other information contained in the Original
Filing.









SIGNATURES




In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.




APOLLO
      MEDICAL HOLDINGS, INC.Date:  November
      9, 2009
              By:
              /s/ A. NOEL DEWINTERA.
      Noel  DeWinterChief
      Financial Officer