Published on December 11, 2009
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 annual
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: December
11, 2009
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By:
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A. Noel
DeWinter
Chief
Financial Officer and Principal Accounting
Officer
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