Published on September 4, 2009
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:
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a)
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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;
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b)
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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;
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c)
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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;
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d)
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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;
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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):
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a)
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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
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b)
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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.
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Dated: September
3 , 2009
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By:
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A. Noel
DeWinter
Chief
Financial Officer and Principal Accounting
Officer
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