<page>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 10-QSB

                                   (Mark One)


        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the Quarterly Period ended March 31, 2008

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                        Commission file number 000-12950



                          ALLIANCE PHARMACEUTICAL CORP.
                 (Name of Small Business Issuer in Its Charter)

             New York                                 14-1644018
  (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                  Identification No.)

          7590 Fay Avenue, Suite 402                             92037
             La Jolla, California
   (Address of Principal Executive Offices)                    (Zip Code)

         Issuer's telephone number, including area code: (858) 410-5200

             ------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

         Common Stock, $0.01 par value per share, 150,000,000 shares authorized,
60,216,247 shares issued and outstanding at May 8, 2008.


         Transitional Small Business Disclosure Format (check one). Yes |_| No
|X|



<page>

ALLIANCE PHARMACEUTICAL CORP.

INDEX

                                                                        Page No.



PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

           Condensed Consolidated Balance Sheet (unaudited)                 3

           Condensed Consolidated Statements of Operations (unaudited)      4

           Condensed Consolidated Statements of Cash Flows (unaudited)      5

           Notes to Unaudited Condensed Consolidated Financial Statements   6



Item 2.    Management's Discussion and Analysis or Plan of Operation       16



Item 3.    Controls and Procedures                                         20



PART II - OTHER INFORMATION

Item 1.    Legal Proceedings                                               20

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds     20

Item 3.    Defaults Upon Senior Securities                                 20

Item 4.    Submission of Matters to a Vote of Security Holders             21

Item 5     Other Information                                               21

Item 6.    Exhibits                                                        21



<page>

ALLIANCE PHARMACEUTICAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S><C>
                                                                      March 31, 2008
                                                                      ---------------
                                                                         (Unaudited)

Assets
------

Current assets:
     Cash and cash equivalents                                        $      60,000
     Other current assets                                                    55,000
                                                                      -------------
             Total current assets                                           115,000

Property and equipment - net                                                 97,000
Other assets                                                                 16,000
                                                                      -------------
                                                                      $     228,000
                                                                      =============

Liabilities and Stockholders' Deficit

Current liabilities:
     Accounts payable                                                 $     234,000
     Accrued expenses                                                       178,000
     Deferred revenue                                                       100,000
     Senior notes payable and accrued interest                           10,852,000
                                                                      -------------
             Total current liabilities                                   11,364,000

Other liabilities                                                           750,000
                                                                      -------------

             Total liabilities                                           12,114,000
                                                                      -------------

Commitments and contingencies

Stockholders' deficit:
     Common stock - $0.01 par value; 150,000,000 shares authorized;
        60,216,247 shares issued and outstanding                            602,000
     Additional paid-in capital                                         486,718,000
     Accumulated deficit                                               (499,206,000)
                                                                      -------------
             Total stockholders' deficit                                (11,886,000)
                                                                      -------------
                                                                      $     228,000
                                                                      =============

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


                                      -3-

<page>

 ALLIANCE PHARMACEUTICAL CORP.
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 -------------------------------------------------------------------------------------------------------------------

                                                        Three months ended                 Nine months ended
                                                            March 31,                          March 31,
                                                    2008                 2007            2008              2007
                                                 ------------      ------------      ------------      ------------
                                                           (Unaudited)                      (Unaudited)
Revenues:
   Royalty, license and research                 $     26,000      $    521,000      $     83,000      $    548,000

Operating expenses:
   Research and development                            72,000           269,000           332,000         1,607,000
   General and administrative                         181,000           264,000           672,000         1,143,000
                                                 ------------      ------------      ------------      ------------
                                                      253,000           533,000         1,004,000         2,750,000
                                                 ------------      ------------      ------------      ------------
Loss from operations                                 (227,000)          (12,000)         (921,000)       (2,202,000)

Investment income                                       1,000            22,000            15,000            99,000
Other income                                           25,000                --           188,000                --
Interest expense                                     (196,000)         (221,000)         (661,000)         (711,000)
Loss on modification of debt                               --                --           (14,000)               --
Change in fair value of derivative liability               --                --                --           357,000
Gain on disposition of assets                              --                --                --           659,000
                                                 ------------      ------------      ------------      ------------
Net loss                                         $   (397,000)     $   (211,000)     $ (1,393,000)     $ (1,798,000)
                                                 ============      ============      ============      ============

Net loss per common share,
   basic and diluted                             $      (0.01)     $      (0.01)     $      (0.03)     $      (0.05)
                                                 ============      ============      ============      ============

Weighted average shares outstanding,
   basic and diluted                               60,077,000        40,574,000        55,282,000        39,449,000
                                                 ============      ============      ============      ============


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

                                      -4-

<page>

 ALLIANCE PHARMACEUTICAL CORP.
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 --------------------------------------------------------------------------------------------------------

                                                                              Nine Months Ended March 31,
                                                                               2008               2007
                                                                             -----------      -----------
                                                                                      (Unaudited)
Operating activities:
   Net loss                                                                  $(1,393,000)     $(1,798,000)
   Adjustments to reconcile net loss to net cash
       used in operating activities:
          Depreciation and amortization                                           29,000           25,000
          Loss on modification of debt                                            14,000
          Accrued interest on senior notes                                       661,000          711,000
          Compensatory stock options                                              31,000           44,000
          Change in fair value of derivative liability                                --         (357,000)
          Gain on disposition of assets                                               --         (659,000)
          Changes in operating assets and liabilities:
              Other assets                                                        (3,000)          12,000
              Accounts payable, accrued expenses and other                      (152,000)        (346,000)
                                                                             -----------      -----------
Net cash used in operating activities                                           (813,000)      (2,368,000)
                                                                             -----------      -----------

Investing activities:
   Purchases of property and equipment                                                --          (74,000)
   Proceeds from disposition of assets                                                --          100,000
                                                                             -----------      -----------
Net cash provided by investing activities                                             --           26,000
                                                                             -----------      -----------


Decrease in cash and cash equivalents                                           (813,000)      (2,342,000)
Cash and cash equivalents at beginning of period                                 873,000        3,643,000
                                                                             -----------      -----------
Cash and cash equivalents at end of period                                   $    60,000      $ 1,301,000
                                                                             ===========      ===========

Supplemental disclosure of non-cash financing activities:
   Issuance of common stock upon conversion of senior notes and inte$est       2,173,000      $   655,000
                                                                             ===========      ===========
   Reclassification of derivative liability                                  $        --      $   484,000
                                                                             ===========      ===========
   Conversion of preferred stock to common stock                             $   635,000      $        --
                                                                             ===========      ===========


           See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
</TABLE>


                                      -5-

<page>


ALLIANCE PHARMACEUTICAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

                   THREE AND NINE MONTHS ENDED MARCH 31, 2008

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

         Alliance Pharmaceutical Corp. and its subsidiaries (collectively, the
"Company," "Alliance," "we" or "us") are engaged in identifying, designing and
developing novel medical products. Currently, the Company is focused on
developing its lead product, Oxygent(TM), an intravascular oxygen carrier
designed to augment oxygen delivery in surgical patients at risk of acute tissue
hypoxia (oxygen deficiency).

Liquidity and Basis of Presentation

         The accompanying unaudited condensed consolidated financial statements
have been prepared assuming the Company will continue as a going concern, which
contemplates, among other things, the realization of assets and satisfaction of
liabilities in the ordinary course of business. The Company has incurred
operating losses through March 31, 2008 and has negative working capital at that
date of approximately $11.2 million. These factors, among others, raise
substantial doubt about the Company's ability to continue as a going concern.

         As discussed in Note 3, in June 2004, the Company completed a private
placement financing with gross proceeds to the Company of approximately $11
million from the sale of common stock (the "June 2004 Private Placement"). In
September 2004, the terms of the June 2004 Private Placement were renegotiated
by mutual agreement of the Company and investors holding approximately $10.7
million of the original $11 million invested by the various investors in the
June 2004 Private Placement. As a result, the investors who elected to rescind
the June 2004 Private Placement were issued senior convertible promissory notes
in like investment amounts (the "Senior Notes"), which, unless previously
converted, matured and the unpaid principal, together with accrued interest,
became due and payable on April 1, 2007. Upon maturity, the Company requested
that each holder of a Senior Note execute an amendment to extend the maturity
date of the Senior Note from April 1, 2007 to June 30, 2008 if certain
conditions were met. The Company was unable to satisfy such conditions. The
Company believes its current working capital is sufficient to fund operations
through May 2008; however, the Company does not have the resources to repay the
Senior Notes, which are currently in default. The Company is continuing to seek
additional financing to fund its support of its partner's, Beijing Double-Crane
Pharmaceutical Co., Ltd. ("Double-Crane"), development of Oxygent in China (see
Note 2). The Company is also seeking shareholder approval of a reverse stock
split in order to allow for the potential conversion of the Senior Notes into
common stock in accordance with their terms and the availability of common
shares for potential future equity fund raising opportunities (see Note 5).
Because adequate funds have not been available to the Company in the past, the
Company has already delayed its Oxygent development efforts and has delayed,
scaled back, and/or eliminated one or more of its other product development
programs. The accompanying unaudited condensed consolidated financial statements
do not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amount and classification of
liabilities that may result from the outcome of this uncertainty.

Principles of Consolidation

         The accompanying unaudited condensed consolidated financial statements
include the accounts of Alliance Pharmaceutical Corp., the accounts of its
wholly owned subsidiary, Molecular Biosystems, Inc. ("MBI"), and its
majority-owned subsidiaries, Talco Pharmaceutical, Inc. and PFC Therapeutics,
LLC ("PFC Therapeutics"). All significant intercompany accounts and transactions
have been eliminated.

Interim Unaudited Condensed Consolidated Financial Statements

         The accompanying unaudited condensed consolidated financial statements
have been prepared by the Company in accordance with accounting principles
generally accepted in the United States of America for interim financial
information. These principles are consistent in all material respects with those
applied in the Company's consolidated financial statements contained in the
Company's annual report on Form 10-KSB for the fiscal year ended June 30, 2007,
and pursuant to the instructions to Form 10-QSB and Item 310(b) of Regulation
S-B promulgated by the Securities and Exchange Commission (the "SEC"). Interim
financial statements do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, the


                                      -6-

<page>

accompanying unaudited condensed consolidated financial statements contain all
adjustments (all of which are of a normal recurring nature, including the
elimination of intercompany accounts) necessary to present fairly the financial
position, results of operations and cash flows of the Company for the periods
indicated. Interim results of operations are not necessarily indicative of the
results to be expected for the full year or any other interim periods. These
unaudited condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and footnotes thereto
contained in the Company's annual report on Form 10-KSB for the year ended June
30, 2007.

Use of Estimates

         The preparation of financial statements in conformity with accounting
principles generally accepted in the U.S. requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
disclosures made in the accompanying notes to the condensed consolidated
financial statements. Significant estimates made by management include, among
others, recoverability of property and equipment and the valuation of deferred
tax assets, stock options and derivative liabilities. Actual results could
differ from these estimates.

Cash and Cash Equivalents

         The Company considers instruments purchased with an original maturity
of three months or less to be cash equivalents.

Concentration of Credit Risk

         Cash and cash equivalents are financial instruments that potentially
subject the Company to a concentration of credit risk. The Company places its
cash with high quality financial institutions and at times may have deposits
which exceed the Federal Deposit Insurance Corporation (the "FDIC") $100,000
insurance limit. At March 31, 2008, the Company had no funds in these accounts
in excess of the FDIC insurance limits.

Property and Equipment

         Property and equipment are stated at cost and depreciated using the
straight-line method over the estimated useful lives of the assets, ranging from
three to five years. Major betterments and renewals are capitalized, while
routine repairs and maintenance are charged to expense when incurred.

         The Company assesses the recoverability of property and equipment by
determining whether such assets can be recovered through projected undiscounted
cash flows. The amount of impairment, if any, is measured based on fair value
and is charged to operations in the period in which impairment is determined by
management. At March 31, 2008, management has determined that there is no
impairment of property and equipment. There can be no assurance, however, that
market conditions will not change, which could result in future property and
equipment impairment.

Accounting for Derivative Instruments

         As a result of the amendment to its Senior Note Amended Purchase
Agreement and Registration Rights Agreement in April 2006 (the "2006 Amendment")
(see Note 3), the Company did not have a sufficient number of authorized shares
to settle outstanding and exercisable options, warrants and convertible
instruments until November 14, 2006, when the Company's shareholders, at its
Annual Meeting, approved an amendment of the Company's Certificate of
Incorporation, as amended, to increase the number of authorized shares of common
stock from 125 million to 150 million shares. The amendment was filed with the
Secretary of State of the State of New York on December 15, 2006. Under the
provisions of Emerging Issues Task Force ("EITF") Issue No. 00-19, "Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock," as a result of the 2006 Amendment, the Company was
required to classify all non-employee options and warrants as derivative
liabilities, with an aggregate fair value totaling $3.5 million as of the 2006
Amendment date, and record them at their fair values at the date of the 2006
Amendment. Any change in fair value was required to be recorded as
non-operating, non-cash income or expense at each subsequent balance sheet date
until the Company had a sufficient number of authorized shares to settle its
convertible instruments and non-employee options and warrants, which date was
November 14, 2006. At the date of the 2006 Amendment, the Company reclassified
the fair value of non-employee options and warrants of $3.5 million from
additional paid-in capital to derivative liability. On November 14, 2006, the
date of the approval of the increase in authorized shares, the Company
reclassified the fair value of the derivative liability of $484,000 to
additional paid-in capital. During the nine months ended March 31, 2007, the
Company recognized other income of $357,000 related to recording the derivative
liability at fair value.


                                      -7-

<page>

         Warrant-related derivatives were valued using the Black-Scholes Option
Pricing Model with the following assumptions for the nine months ended March 31,
2007: annual volatility of 165%; dividend yield of 0%; and risk free interest
rate of 4.95%.

Revenue Recognition

         The Company recognizes revenue in accordance with Staff Accounting
Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements," as
revised by SAB No. 104. As such, the Company recognizes revenue when persuasive
evidence of an arrangement exists, title transfer has occurred, or services have
been performed, the price is fixed or readily determinable and collectibility is
probable.

         Revenue is deferred until all contractual obligations have been
satisfied.

         Research and Development Revenues Under Collaborative Agreements

         Research and development revenues under collaborative agreements are
recognized as the related expenses are incurred, up to contractual limits.
Payments received under these agreements that are related to future performance
are deferred and recorded as revenue as they are earned over the specified
future performance period. Revenue related to nonrefundable, upfront fees are
recognized over the period of the contractual arrangements as performance
obligations related to the services to be provided have been satisfied. Revenue
related to milestones is recognized upon completion of each milestone's
performance requirement.

         Licensing and Royalty Revenues

         Licensing and royalty revenues for which no services are required to be
performed in the future are recognized immediately, if collectibility is
reasonably assured.

         Raw Material Revenues

         The Company recognizes revenues from the sales of raw material upon
shipment, at which time title transfers and the Company has no further
obligation. Such sales in the amount of $183,000 were recorded during the nine
months ended March 31, 2008 in connection with raw material that the Company
does not market. Inventory associated with the sales of these raw materials is
carried at zero value. The amounts earned for these sales were recorded as other
income in the accompanying condensed consolidated statements of operations.

Research and Development Expenses

         Research and development expenditures are charged to expense as
incurred. Research and development expenditures include the cost of salaries and
benefits for clinical, scientific, manufacturing, engineering and operations
personnel, payments to outside researchers for preclinical and clinical trials
and other product development work, payments related to facility lease and
utility expenses, depreciation and amortization, patent costs, as well as other
expenditures. During the nine-month periods ended March 31, 2008 and 2007, the
Company incurred research and development expenses of approximately $332,000 and
$1.6 million, respectively.

Fair Value of Financial Instruments

         The carrying amount of certain of the Company's financial instruments
as of March 31, 2008 approximates their respective fair values because of the
short-term nature of these instruments. Such instruments consist of cash and
cash equivalents, accounts payable, accrued expenses and other liabilities. The
carrying value of debt approximates fair value as the related interest rate
approximates a rate currently available to the Company.

Computation of Net Loss Per Common Share

         Basic loss per share was computed by dividing the net loss by the
weighted average number of common shares outstanding during the period. All
potential dilutive common shares have been excluded from the calculation of
diluted loss per share for the nine months ended March 31, 2008 and 2007, as
their inclusion would be anti-dilutive. The outstanding potentially dilutive
common shares totaled approximately 63,835,000 and 55,899,725 at March 31, 2008
and 2007, respectively.

Accounting for Stock-Based Compensation

         At March 31, 2008, the Company has two stock-based employee
compensation plans.


                                      -8-

<page>

         On July 1, 2006, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation" ("SFAS No.
123") (revised 2004), "Share-Based Payment" ("SFAS No. 123(R)"), which
establishes standards for the accounting of transactions in which an entity
exchanges its equity instruments for goods or services, primarily focusing on
accounting for transactions where an entity obtains employee services in
share-based payment transactions. SFAS No. 123(R) requires a public entity to
measure the cost of employee services received in exchange for an award of
equity instruments, including stock options, based on the grant-date fair value
of the award and to recognize it as compensation expense over the period the
employee is required to provide service in exchange for the award, usually the
vesting period. SFAS No. 123(R) supersedes the Company's previous accounting
under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees" ("APB 25") for periods beginning in the Company's fiscal 2007. In
March 2005, the SEC issued SAB No. 107 relating to SFAS No. 123(R). The Company
has applied the provisions of SAB No. 107 in its adoption of SFAS No. 123(R).

         The Company adopted SFAS No. 123(R) using the modified prospective
transition method, which required the application of the accounting standard as
of July 1, 2006, the first day of the Company's fiscal year 2007. The Company's
unaudited condensed consolidated financial statements as of and for the three
and nine months ended March 31, 2008 and 2007 reflect the impact of adopting
SFAS No. 123(R). In accordance with the modified prospective transition method,
the Company's unaudited condensed consolidated financial statements for prior
years have not been restated to reflect, and do not include, the impact of SFAS
No. 123(R).

         SFAS No. 123(R) requires companies to estimate the fair value of
share-based payment awards on the date of grant using an option-pricing model.
The value of the portion of the award that is ultimately expected to vest is
recognized as expense over the requisite service periods in the Company's
unaudited condensed consolidated statements of operations. Prior to the adoption
of SFAS No. 123(R), the Company accounted for stock-based payments to employees
and directors using the intrinsic value method in accordance with APB 25 as
allowed under SFAS No. 123 and, as such, generally recognized no compensation
cost for employee stock options.

         Stock-based compensation expense recognized during the period is based
on the value of the portion of share-based payment awards that is ultimately
expected to vest during the period. Stock-based compensation expense recognized
in the Company's unaudited condensed consolidated statements of operations for
the three and nine months ended March 31, 2008 and 2007 included compensation
expense for share-based payment awards granted prior to, but not yet vested as
of June 30, 2006, based on the grant date fair value estimated in accordance
with the pro forma provisions of SFAS No. 123 and compensation expense for the
share-based payment awards granted subsequent to June 30, 2006 based on the
grant date fair value estimated in accordance with the provisions of SFAS No.
123(R). As stock-based compensation expense recognized in the unaudited
condensed consolidated statements of operations for the three and nine months
ended March 31, 2008 and 2007 is based on awards ultimately expected to vest, it
has been reduced for estimated forfeitures. SFAS No. 123(R) requires forfeitures
to be estimated at the time of grant and revised, if necessary, in subsequent
periods if actual forfeitures differ from those estimates. The estimated average
forfeiture rate for the three and nine months ended March 31, 2008 and 2007 of
approximately 2% was based on historical forfeiture experience and estimated
future employee forfeitures. The estimated term of option grants for the three
and nine months ended March 31, 2008 and 2007 was seven years. In the Company's
pro forma information required under SFAS No. 123 for the periods prior to
fiscal 2007, the Company accounted for forfeitures as they occurred.

         SFAS No. 123(R) requires cash flows resulting from the tax benefits
resulting from tax deductions in excess of the compensation cost recognized for
those options to be classified as financing cash flows. Due to the Company's
loss position, there were no such tax benefits during the three and nine months
ended March 31, 2008 and 2007. Prior to the adoption of SFAS No. 123(R), those
benefits would have been reported as operating cash flows had the Company
received any tax benefits related to stock option exercises.

Description of Plans

         The Company's stock option plans provide for grants of options to
employees and directors of the Company to purchase the Company's shares, as
determined by management and the board of directors, at the fair value of such
shares on the grant date. The options generally vest over a four- to five-year
period beginning on the date of grant or up to one year after the date of grant
and have a ten-year term. As of March 31, 2008, the Company is authorized to
issue up to 8,100,000 shares under these plans and has 4,109,610 shares
available for future issuance.

Summary of Assumptions and Activity

         The fair value of stock-based awards to employees and directors is
calculated using the Black-Scholes Option Pricing Model, even though the model
was developed to estimate the fair value of freely tradable, fully transferable
options without vesting restriction, which differ significantly from the
Company's stock options. The Black-Scholes model also requires subjective
assumptions regarding future stock price volatility and expected time to
exercise, which greatly affect the calculated values. The expected term of


                                      -9-

<page>

options granted is derived from historical data on employee exercises and
post-vesting employment termination behavior. The risk-free rate selected to
value any particular grant is based on the U.S. Treasury rate that corresponds
to the pricing term of the grant effective as of the date of the grant. The
expected volatility is based on the historical volatility of our common stock.
These factors could change in the future, affecting the determination of
stock-based compensation expense in future periods.

         The fair value of options at date of grant was estimated using the
Black-Scholes Option Pricing Model with the following assumptions for the three
and nine months ended March 31, 2007: risk-free interest rate range of 4.95% to
5.05%; dividend yield of 0% for both periods; volatility factor of 267%; and a
weighted-average expected term of seven years for both periods.

         A summary of option activity as of March 31, 2008 and changes during
the nine months then ended is presented below:

<TABLE>
<CAPTION>
<S> <C>

                                                                                     March 31, 2008
                                                         ----------------------------------------------------------------
                                                                          -------------------------------
                                                                                   Weighted-Average
                                                                          -------------------------------
                                                                                             Remaining          Aggregate
                                                            Shares        Exercise          Contractual         Intrinsic
                                                                          Price                Term              Value
                                                                                              (Years)
                                                         ----------------------------------------------------------------
Options outstanding at July 1, 2007                         2,817,000        $ 4.20              6.75
Options granted                                                     -
Options forfeited/expired                                    (120,700)      $ 46.84
Options exercised                                                   -
                                                         --------------------------
Options outstanding at March 31, 2008                       2,696,300        $ 3.50              6.08             $ --
                                                         -------------------------------------------------------------
Unvested options expected to vest at March 31, 2008           492,450        $ 0.22              7.13             $ --
                                                         -------------------------------------------------------------
Options exercisable at March 31, 2008                       2,193,800        $ 4.25              5.84             $ --
                                                         =============================================================
</TABLE>


         There were no options granted or exercised during the nine months ended
March 31, 2008. There were 57,500 options OMITTED][GRAPHIC OMITTED] granted and
no options exercised during the nine months ended March 31, 2007. Upon the
exercise of options, the Company issues new shares from its authorized shares.

         As of March 31, 2008, there was approximately $24,000 of total
unrecognized compensation costs related to employee and director stock option
compensation arrangements. That cost is expected to be recognized on a
straight-line basis over the next four years on average. The total fair value of
shares vested during the nine months ended March 31, 2008 related to employee
and director options was approximately $24,000 and the total fair value of
shares vested during the nine months ended March 31, 2008 related to options
issued to consultants was approximately $7,000, net of an estimated forfeiture
rate of 2%.

         The Company allocated $24,000 of the stock-based compensation expense
related to employee and director stock options to general and administrative
expenses and $7,000 of the stock-based compensation expense related to
consultant stock options to research and development expenses.

Recently Issued Accounting Pronouncements

         In July 2006, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109" ("FIN 48"). This interpretation
clarifies the application of SFAS No. 109, "Accounting for Income Taxes" by
defining criteria that an individual tax position must meet for any part of the
benefit of that position to be recognized in a company's financial statements
and also provides guidance on measurement, derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. FIN 48 is effective for fiscal years beginning after December 15,
2006. The Company adopted FIN 48 on July 1, 2007. The Company is currently
assessing the impact the adoption of FIN 48 will have on its financial position
and results of operations.

         In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements". SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in accounting principals generally accepted in the U.S. and
expands disclosures about fair value measurements. The statement does not
require new fair value measurements, but is applied to the extent that other
accounting pronouncements require or permit fair value measurements. SFAS No.
157 emphasizes that fair value is a market-based measurement that should be
determined based on the assumptions that market participants would use in
pricing an asset or liability. Companies that have assets and liabilities
measured at fair value will be required to disclose information that enables the


                                      -10-

<page>

users of its financial statements to access the inputs used to develop those
measurements. The reporting entity is encouraged, but not required, to combine
the fair value information disclosed under this statement with the fair value
information disclosed under other accounting pronouncements. SFAS No. 157 is
effective for fiscal years beginning after November 15, 2007. In February 2008,
the FASB issued FSP 157-2, "Effective Date of FASB Statement No. 157", which
delays the effective date of SFAS No. 157 for non-financial assets and
liabilities to fiscal years beginning after November 15, 2008. The Company
expects to adopt SFAS No. 157 on July 1, 2009. The Company is currently
assessing the impact the adoption of SFAS No. 157 will have on its consolidated
financial statements.

         In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities". SFAS No. 159 permits entities
to choose to measure at fair value many financial instruments and certain other
items that are not currently required to be measured at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. SFAS No. 159 also establishes presentation and disclosure
requirements designed to facilitate comparisons between entities that choose
different measurement attributes for similar types of assets and liabilities.
SFAS No. 159 does not affect any existing accounting literature that requires
certain assets and liabilities to be carried at fair value. SFAS No. 159 does
not establish requirements for recognizing and measuring dividend income,
interest income, or interest expense. This statement does not eliminate
disclosure requirements included in other accounting standards. SFAS No. 159 is
effective in fiscal years beginning after November 15, 2007. The Company expects
to adopt SFAS No. 159 on July 1, 2008. The Company is in the process of
evaluating the provisions of the statement, but does not anticipate that the
adoption of SFAS No. 159 will have a material impact on its consolidated
financial statements.

         In December 2007, the FASB issued SFAS No. 141(R), "Business
Combinations" ("SFAS No. 141(R)"). SFAS No. 141(R) requires acquiring entities
in a business combination to recognize the assets acquired and liabilities
assumed in the transaction; establishes the acquisition-date fair value as the
measurement objective for all assets acquired and liabilities assumed; and
requires the acquirer to disclose to investors the information they need to
evaluate and understand the nature and financial effect of the business
combination. SFAS No. 141(R) is effective in fiscal years beginning after
December 15, 2008. The Company expects to adopt SFAS No. 141(R) on July 1, 2009.
The Company is currently assessing the impact the adoption of SFAS No. 141(R)
will have on its consolidated financial statements.

         In December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements" ("SFAS No. 160"). SFAS No. 160
requires entities to report noncontrolling (minority) interests in subsidiaries
as equity in the consolidated financial statements. SFAS No. 160 is effective in
fiscal years beginning after December 15, 2008. The Company expects to adopt
SFAS No. 160 on July 1, 2009. The Company is currently assessing the impact the
adoption of SFAS No. 160 will have on its consolidated financial statements.

2.  PFC THERAPEUTICS, LLC

         On December 22, 2004, PFC Therapeutics and LEO Pharma A/S ("LEO"), one
of the leading Danish research-based pharmaceutical companies that markets
significant products within the fields of dermatology, metabolic and
cardiovascular diseases and ophthalmology and antibiotics, signed an exclusivity
agreement to enter into a license agreement, subject to continued due diligence
by LEO, to develop and commercialize Oxygent in Europe (EU member countries, EU
membership applicants, Norway and Switzerland) and Canada (the "LEO Exclusivity
Agreement"). The terms of the license agreement, if entered into, will include
certain initial and future payments to PFC Therapeutics upon the completion of
various regulatory and commercial milestones for Oxygent development in Europe
and royalties on commercial sales of Oxygent in Europe and Canada. On January 5,
2005, the Company received the non-refundable portion of an exclusivity fee of
$100,000 per the terms of the LEO Exclusivity Agreement. Because the amendment
discussed below extends LEO's due diligence time-period, this amount has been
deferred and is included in current liabilities in the accompanying unaudited
condensed consolidated balance sheet at March 31, 2008.

         On February 25, 2005, PFC Therapeutics and LEO agreed to amend the LEO
Exclusivity Agreement. The amendment extends the period of time in which LEO may
undertake its due diligence investigation from March 1, 2005 to a date that is
sixty (60) days after submission by the Company to LEO of the results of a Phase
2b postoperative ileus clinical study in surgery patients, which was being
conducted by the Company to confirm the results of an earlier study. In
November, the Company discontinued enrollment in the study and is evaluating the
incorporation of the physiological endpoint of improvement in postoperative
bowel function into the China Phase 2 study described below. The remaining terms
of the LEO Exclusivity Agreement remain in full force and effect, provided that
any definitive license agreement entered into between PFC Therapeutics and LEO
relating to the marketing and commercialization of Oxygent will include an
additional milestone payment, the amount of which is to be proposed by Alliance,
relating to the postoperative ileus endpoint.


                                      -11-

<page>

         On May 16, 2005, PFC Therapeutics and Beijing Double-Crane
Pharmaceutical Co., Ltd. ("Double-Crane"), the market leader for IV solutions
and one of the largest pharmaceutical companies in the People's Republic of
China (the "PRC"), entered into a development, license and supply agreement
("Double-Crane Agreement") for the development of Oxygent in the PRC. Pursuant
to the Double-Crane Agreement, Double-Crane made an upfront license fee payment
and will make certain milestone and royalty payments to the Company. The upfront
license fee of $500,000 was deferred until the Company's obligations to perform
were satisfied. These obligations included the transfer and translation of all
technology, preclinical, clinical and regulatory data necessary for
Double-Crane's clinical development and Investigational New Drug ("IND")
application to the State Food and Drug Administration PRC (the "sFDA"). This
transfer and all other corresponding obligations were completed and such amount
was recognized as license revenue during the fiscal year ended June 30, 2007.

         Double-Crane intends to pursue an intraoperative and postoperative
transfusion avoidance endpoint. Double-Crane's clinical development plan
incorporates a new protocol design that is intended to build on the previously
conducted Alliance Phase 2 and Phase 3 clinical trials. In these studies, the
efficacy of Oxygent in terms of drug activity (i.e., its ability to deliver
oxygen) enabled patients to remain physiologically stable at lower
intraoperative hemoglobin ("Hb") levels. Oxygent was shown to be statistically
better than blood in reversing, as well as maintaining reversal of,
physiological transfusion triggers. Importantly, the Double-Crane study will not
employ any blood harvesting techniques (i.e., acute normovolemic hemodilution or
intraoperative autologous donation), which were implicated in safety issues in a
previous Alliance Phase 3 clinical trial.

         Double-Crane is obligated pursuant to its agreement with Alliance to
conduct clinical trials in China in accordance with the International Conference
on Harmonization of Technical Requirements for Registration of Pharmaceuticals
for Human Use (the "ICH") Guidelines, which would allow Alliance to use any data
derived from the clinical trials in other countries.

         Double-Crane will have the option to manufacture Oxygent in the PRC
after obtaining approval from the regulatory authorities in the PRC and they
will also have a right of first refusal to add specific additional countries to
the territory contemplated by the Double-Crane Agreement upon further
negotiation with the Company.

         Following a joint steering committee meeting during November 2007 in
China, Alliance updated its clinical development plan for Oxygent to focus
primarily on supporting the initial clinical development of Oxygent in China. As
a result, the Company discontinued enrollment in the postoperative ileus study
in France. Some of the physiological endpoints in the French protocol may be
incorporated into the Chinese study protocol and, in addition, Alliance is
evaluating a new protocol for Europe to correspond to the China Phase 2 study.

3.  DEBT OBLIGATIONS

Senior Notes Payable

         On July 2, 2004, Nycomed Denmark ApS ("Nycomed") notified the Company
that it was unilaterally terminating its Development, Assignment and Supply
Agreement (the "Nycomed Agreement") effective August 16, 2004. Subsequently, a
dispute arose between the Company and some of its investors who participated in
the June 2004 Private Placement. After considering all of the facts and
circumstances relevant to the dispute, the Company's Board of Directors
determined that it was in the Company's and the Company's shareholders' best
interests to offer, as a settlement of the dispute, to rescind the June 2004
Private Placement.

         On September 24, 2004, investors holding 30,546,423 shares of common
stock and warrants to purchase 22,909,821 shares of common stock, representing
approximately $10.7 million of the $11 million invested in the June 2004 Private
Placement, elected to rescind the June 2004 Private Placement. In doing so, each
of these investors returned to the Company its stock certificate representing
the number of shares and the warrant that it received in the June 2004 Private
Placement for cancellation. Immediately thereafter, these same investors entered
into the Senior Note Purchase Agreement whereby the Company issued to such
investors Senior Notes convertible into common stock at $0.25 per share, which
was subsequently amended (see below), in principal amounts equal to the amounts
such investors invested in the June 2004 Private Placement.

         After giving effect to both transactions, the Company issued 880,714
shares of common stock and warrants to purchase 660,536 shares of common stock
in the June 2004 Private Placement, and the Company issued Senior Notes in an
aggregate principal amount of approximately $10.7 million.

         The Senior Notes were due March 24, 2006, and bore interest at 6% per
annum. In April 2006, the Company entered into the 2006 Amendment with each of
the existing holders of Alliance's Senior Notes. Pursuant to the 2006 Amendment,
the maturity date of each outstanding Senior Note was extended from March 24,
2006 to April 1, 2007. The conversion price of each Senior Note was reduced from
$0.25 to $0.17, and the interest that accrued on each Senior Note from March 25,
2006 through April 1, 2007 was increased from 6% to 10% per annum. In addition
to the amounts due under the Senior Notes, the holders of the Senior Notes are

                                      -12-

<page>

entitled to receive up to an aggregate of $11.4 million in payments based on
future royalties from Oxygent product sales (or under certain conditions from
milestone payments) payable at a rate equal to 50% of such payments Alliance
actually receives.

         The 2006 Amendment caused the Company to have an insufficient number of
authorized shares to settle all outstanding options, warrants and exercisable
convertible instruments until shareholders approved an increase in authorized
shares of common stock on November 14, 2006. As a result, under EITF 00-19, all
non-employee options and warrants were classified as derivative liabilities and
recorded at their fair values at each balance sheet date (see Note 1).

         On May 15, 2007, Alliance entered into an amendment (the "2007
Amendment") of its Senior Convertible Promissory Note Purchase Agreement and
Registration Rights Agreement (as amended by the 2006 Amendment) with
substantially all of the existing holders of the Senior Notes. Pursuant to the
2007 Amendment, the maturity date of each outstanding Senior Note was extended
as follows:

         (a) The maturity date was extended from April 1, 2007 to the date
ninety (90) days after the date of the 2007 Amendment. If the Company received
more than $1.5 million but less than $3 million in connection with a Qualified
Financing (as defined in the 2007 Amendment) prior to the expiration of the
ninety (90) days (which the Company did not receive), the maturity date would
have been automatically extended to the date that is one hundred eighty (180)
days after the date of the 2007 Amendment; and

         (b) If the Company received at least $3 million in connection with a
Qualified Financing prior to the extended maturity date, the maturity date would
have automatically become June 30, 2008.

         The holders of the Senior Notes also agreed to subordinate their rights
to any debt that is issued in a Qualified Financing. Further, any financing that
qualifies as a Qualified Financing will not require additional approval from the
Senior Note holders.

         Alliance also agreed to issue to each current holder of a Senior Note
an additional note with principal amount equal to 20% of the outstanding
principal amount of such Senior Note on the date of the 2007 Amendment, which
resulted in Alliance issuing new promissory notes in the aggregate principal
amount of approximately $1.8 million, which was recorded as a loss on
modification of debt and was expensed primarily during the year ended June 30,
2007. These new notes bear interest at the rate of 10% per annum, will mature on
June 30, 2008 and may become convertible into common stock of Alliance on the
same terms as the Senior Notes at such time as Alliance has a sufficient number
of authorized and unreserved shares of common stock to accommodate such
conversion.

         The Company further agreed to an increase of 20% to the current
royalty/milestone payment participation amounts set forth in the 2006 Amendment.
Under the 2006 Amendment, Senior Note holders receive 50% of the total amounts
of royalties and milestones received by the Company from third parties until
100% of the payment participation amounts have been received. The Senior Note
holders will now receive payment sharing until 120% of the payment participation
amounts have been received if they continue to hold their Senior Notes through
June 30, 2008.

         The Company was unable to complete a Qualified Financing by the
requisite dates. As a result, the Company is in default under the Senior Notes
in the aggregate principal and interest amount of approximately $10.7 million.
Alliance is continuing to seek additional financing that would qualify as a
Qualified Financing for the purpose of funding its support of Double-Crane's
development of Oxygent in China (see Note 2). The Company is also seeking
shareholder approval of a reverse stock split in order to allow for the
potential conversion of the Senior Notes into common stock in accordance with
their terms and the availability of common shares for potential future equity
fund raising opportunities (see Note 5). Under the current plan, Alliance has
enough funds to operate through May 2008.

         The Senior Notes can be converted at anytime prior to the maturity
date. During the nine months ended March 31, 2008, holders of certain Senior
Notes converted an aggregate of approximately $2.1 million in principal and
approximately $108,000 in accrued interest into an aggregate of 12,780,018
shares of our common stock at a conversion price of $0.17 per share. Also during
the nine months ended March 31, 2008, we recorded a loss on modification of debt
of $14,000 resulting from the issuance of an additional note in connection with
the 2007 Amendment. At March 31, 2008, the principal and accrued interest
balances approximate $8.2 million and $2.6 million, respectively.

Indemnification Obligations

         The Company has undertaken certain indemnification obligations pursuant
to which it may be required to make payments to an indemnified party in relation
to certain transactions. The Company has agreed to indemnify its directors,


                                      -13-

<page>

officers, employees and agents to the maximum extent permitted under the laws of
the State of New York. In connection with its facility leases, the Company has
agreed to indemnify its lessors for certain claims arising from the use of the
facilities. In connection with certain of its debt, stock purchase and other
agreements, the Company has agreed to indemnify lenders, sellers and various
other parties for certain claims arising from the Company's breach of
representations, warranties and other provisions contained in the agreements.
The duration of certain of these indemnification obligations does not provide
for any limitation of the maximum potential future payments the Company could be
obligated to make. Historically, the Company has not been obligated to make any
payments for these obligations and no liabilities have been recorded for these
indemnities in the accompanying unaudited condensed consolidated balance sheet.

4.  EQUITY

Preferred Stock

         In May 2000, Alliance entered into a joint venture with Baxter and sold
them 793,750 shares of its Series F Preferred Stock. The Series F Preferred
Stock had no annual dividend and was not entitled to any voting rights except as
otherwise required by law.

         In March 2004, Alliance terminated its license agreement with PFC
Therapeutics and therefore, per the terms of the joint venture with Baxter, the
conversion price of the Series F Preferred Stock to common stock was fixed at
$50 per common share. Based on this conversion price, the outstanding shares of
Series F Preferred Stock were automatically converted into 635,000 shares of
common stock on such date. The certificates representing these shares of common
stock have not yet been issued as the Series F Preferred Stock certificates were
never returned to the Company for exchange. Based on the Company's analysis, the
reclassification from preferred to common stock did not have a material effect
on its consolidated financial statements. Because the Series F Preferred Stock
certificates now represent only the right to receive 635,000 shares of common
stock, such shares have been included as common stock in the accompanying
unaudited condensed consolidated balance sheet at March 31, 2008.

Common Stock

         During the nine months ended March 31, 2008, holders of certain Senior
Notes converted an aggregate of approximately $2.1 million in principal and
approximately $108,000 in accrued interest into an aggregate of 12,780,018
shares of our common stock at a conversion price of $0.17 per share (see Note
3).

5.  SUBSEQUENT EVENTS

         On April 3, 2008, the Board adopted, subject to shareholder approval,
an amendment to our Certificate of Incorporation, as amended (the "Certificate
Amendment"), to effect a reverse stock split in a ratio of ten (10) shares to
one (1) share of all outstanding shares of common stock (the "Reverse Stock
Split"). The Company has decided, however, not to reduce the authorized number
of shares of common stock so that it will continue to have an adequate number of
shares available for future issuance, as discussed below. Upon receiving the
requisite shareholder approval, the Certificate of Amendment will, subject to
the discretion of the Board, be filed with the Secretary of State of the State
of New York as promptly as practicable thereafter. The amendment and the
proposed Reverse Stock Split would become effective as of the date of such
filing (the "Effective Date").

General

         The Company is presently authorized to issue 150,000,000 shares of
common stock, of which 60,216,247 shares were outstanding, no shares were held
in treasury and 72,914,442 shares were reserved for issuance at April 4, 2008.
Upon the effectiveness of the Reverse Stock Split, the Company would have
150,000,000 shares of common stock authorized, of which, as of the Effective
Date, approximately 6,021,625 shares would be outstanding, and 7,291,444 shares
would be reserved for issuance.

Reasons for and Consequences of the Proposed Reverse Stock Split

         The Company requires additional funding to continue its operations and
desires to issue new securities in a future private placement; however, it has
become clear to management that investors are unwilling to invest any new money
into the Company so long as its existing Senior Notes are outstanding.

         The Company is seeking to reach an agreement with the holders of the
Senior Notes to convert all of the outstanding principal amount and accrued but
unpaid interest under all of the Senior Notes into common stock of the Company
in accordance with the terms of the Senior Notes.

         To induce the holders of the Senior Notes to convert their Senior Notes
into common stock of the Company, the Company agreed to modify the existing
royalty and milestone sharing arrangements with the holders of the Senior Notes
as follows:


                                      -14-

<page>

         o        The holders of the Senior Notes would be given the pro rata
                  right to receive 100% of all royalties received by the Company
                  from the sale of Oxygent products up to the maximum total
                  payment sharing amount of $11,419,113 (currently, under our
                  agreement with the holders of the Senior Notes, the holders of
                  the Senior Notes, have the right to only receive 50% of such
                  royalties up to the maximum payment amount); and

         o        The holders of the Senior Notes would also be given the pro
                  rata right to receive: (i) 100% of the milestone payment to be
                  paid to the Company by Double-Crane upon SFDA approval of
                  Oxygent in China (currently, under the Note Purchase
                  Agreement, the holders of the Senior Notes, have the
                  contractual right to only receive 50% of such milestone
                  payment), and (ii) 50% of any other milestone payment received
                  from a third party based on the development of an Oxygent
                  product, in each case subject to the total maximum amount of
                  payments of $11,419,113.

         At May 8, 2008, prior to the Reverse Stock Split taking effect, the
Senior Notes would be convertible into 64,326,684 shares of common stock at
$0.17 per share..

         In order to allow for the conversion of all of the Senior Notes, and
the subsequent issuance of shares of common stock in connection with a potential
private placement (as discussed below), the Company must effect the Reverse
Stock Split for the purpose of increasing the authorized but unissued and
unreserved shares of common stock.

         The conversion of the Senior Notes is conditioned on the following: (i)
100% of the Senior Notes being received in escrow by the Company for conversion
and cancellation (unless this condition is waived by the Company); (ii) approval
of the Reverse Stock Split by the Company's shareholders; (iii) filing of the
Certificate Amendment and acceptance of the same with the Secretary of State of
the State of New York; and (iv) receipt by the Company of at least $3 million in
new financing from investors. While the Company intends to seek financing in
such amount in order to close the contemplated transactions, it has not yet
identified potential investors, nor has it identified the terms and conditions
of any such potential investment. The Company has no additional plan,
commitment, arrangement, understanding or agreement, either written or oral, to
issue additional shares of common stock upon the effectiveness of the Reverse
Stock Split, other than for the conversion of the existing Senior Notes and for
the potential financing described above.

         The Reverse Stock Split may also result in an increase in the trading
price of our common stock and could therefore create greater investor interest
in our common stock and possibly enhance the marketability of our common stock
to the financial market. However, although the Reverse Stock Split may increase
the market price of our common stock, the actual effect of the Reverse Stock
Split on our market price cannot be predicted. The market price of our common
stock may not rise in proportion to the reduction in the number of shares
outstanding as a result of the Reverse Stock Split. Further, the Company does
not know if the Reverse Stock Split will lead to a sustained increase in the
market price of our common stock. The market price of our common stock could
also change as a result of other unrelated factors, including our operating
performance and other factors related to our business as well as general market
conditions.

Principal Effects of the Proposed Reverse Stock Split

         Based upon the 60,216,247 shares of common stock outstanding on April
4, 2008, the proposed Reverse Stock Split would decrease the outstanding shares
of Common Stock by 90%, and thIereafter 6,021,625 shares of common stock would
be outstanding. The proposed Reverse Stock Split will not affect any common
shareholder's proportionate equity interest in the Company, subject to the
provisions relating to the elimination of fractional shares as described below.

         At May 8, 2008, there were outstanding options to purchase an aggregate
of 2,696,300 shares of common stock under the Company's stock option plans (the
"Plans") and an aggregate of 4,109,610 shares were available for grant under two
of the Plans. The Company has reserved 6,805,910 shares for issuance upon the
exercise of the granted options and upon exercise of options that may be granted
in the future. The Plans provide for automatic adjustment in the event of a
reverse stock split so that the amount of shares issuable upon exercise of
outstanding options, the number of shares available for grant and the number of
shares reserved for issuance will be reduced to one-tenth of the amount issuable
prior to the Effective Date, and the exercise prices of the granted options
would become ten times the present exercise prices.

         At May 8, 2008, there were outstanding warrants to purchase an
aggregate of 2,231,893 shares of common stock and 2,231,893 shares of common
stock reserved for issuance at such date for the warrants. The provisions of the
relevant instrument pursuant to which the warrants were issued provide for
automatic adjustment in the event of a reverse stock split so that the amount of
shares issuable upon exercise of the warrants will be reduced to one-tenth of
the amount issuable prior to the Effective Date, and the exercise price would
become ten times the present exercise price. Accordingly, 223,189 shares of
common stock will be reserved for issuance on the Effective Date for the
warrants.

         At May 8, 2008, the Company, in addition to options and warrants, had
outstanding $8.2 million principal amount of the Senior Notes and accrued
interest of $2.7 million on said notes. The Senior Notes and accrued interest
are convertible at any time, at the respective holders' option, into shares of
common stock at $0.17 per share, subject to adjustment in the case of a reverse


                                      -15-

<page>

stock split. In accordance with the provisions of the relevant instruments
pursuant to which the Senior Notes were issued, the number of shares of common
stock into which they may be converted is 63,876,639, which amount will be
reduced to 6,387,664 shares of common stock as a result of the Reverse Stock
Split.

         The foregoing may be summarized as follows:

                                                                  If Proposal 2
Number of Shares of Common Stock    As of May 8, 2008             is Effected *
--------------------------------    -----------------             -------------
Authorized                          150,000,000                   150,000,000
Issued and Outstanding**            60,216,247                    6,021,625
Reserved for Issuance***            72,914,442                    7,291,444
Available for Future Issuance       16,869,311                    136,686,931
Par Value Per Share                 $.01                          $.01

----------------
*        Without giving effect to fractional shares.
** Includes 635,000 shares of common stock deemed outstanding due to the
automatic conversion of the Company's Series F Preferred Stock that occurred in
March 2004. The stock certificate representing these shares of common stock has
not yet been issued.
*** Number of shares reserved for estimated issuance upon exercise of options,
warrants and debt.


Item 2.  Management's Discussion and Analysis or Plan of Operation

(References to years are to our fiscal years ended June 30.)

Plan of Operation

         Since our inception in 1983, we have financed our operations primarily
through the sale of equity and debt securities, and we have applied
substantially all of our resources to research and development programs and to
clinical trials. We have incurred operating losses since inception and, as of
March 31, 2008, have an accumulated deficit of $499.2 million. If we are able to
obtain necessary financing, we expect to incur significant operating losses over
at least the next few years as we continue our research and product development
efforts and attempt to commercialize our products. The Company is continuing to
seek additional financing to fund its support of Double-Crane's development of
Oxygent in China (see Note 2). Because adequate funds have not been available to
the Company in the past, the Company has already delayed its Oxygent development
efforts and has delayed, scaled back, and/or eliminated one or more of its other
product development programs (see Note 1 to the accompanying unaudited condensed
consolidated financial statements and the "Liquidity and Capital Resources"
section below).

         Our revenues from operations have come primarily from collaborations
with corporate partners, including research and development, milestone and
royalty payments. Our expenses have consisted primarily of research and
development costs and administrative costs. To date, our revenues from the sale
of products have not been significant. We believe our future operating results
may be subject to quarterly fluctuations due to a variety of factors, including
the timing of future collaborations and the achievement of milestones under
collaborative agreements, whether and when new products are successfully
developed and introduced by us or our competitors, and market acceptance of
products under development.

Forward-Looking Information

         Except for historical information, the statements made herein and
elsewhere are forward-looking. The Company wishes to caution readers that these
statements are only predictions and that the Company's business is subject to
significant risks. The factors discussed herein and other important factors, in
some cases have affected, and in the future could affect, the Company's actual
results and could cause the Company's actual consolidated results for 2008, and
beyond, to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company. These risks include, but are
not limited to, the ability of the holders of the Senior Notes to demand payment
of the amounts due under the Senior Notes; the inability to obtain adequate
financing for the Company's development efforts and general corporate needs; the
inability to enter into collaborative relationships to further develop,
manufacture and commercialize the Company's products; changes in any such
relationships, or the inability of any collaborative partner to adequately
commercialize any of the Company's products; the uncertainties associated with
the lengthy regulatory approval process, including uncertainties associated with
FDA decisions and timing on product development or approval; and the
uncertainties associated with obtaining and enforcing patents important to the
Company's business; and possible competition from other products. Furthermore,
even if the Company's products appear promising at an early stage of
development, they may not reach the market for a number of important reasons.
Such reasons include, but are not limited to, the possibilities that the

                                      -16-

<page>

potential products will be found ineffective during clinical trials; failure to
receive necessary regulatory approvals; difficulties in manufacturing on a large
scale; failure to obtain market acceptance; and the inability to commercialize
because of proprietary rights of third parties. The research, development and
market introduction of new products will require the application of considerable
technical and financial resources, while revenues generated from such products,
assuming they are developed successfully, may not be realized for several years.
Other material and unpredictable factors which could affect operating results
include, without limitation, the uncertainty of the timing of product approvals
and introductions and of sales growth; the ability to obtain necessary raw
materials at cost-effective prices or at all; the effect of possible technology
and/or other business acquisitions or transactions; and the increasing emphasis
on controlling healthcare costs and potential legislation or regulation of
healthcare pricing. Further cautionary information is contained in documents the
Company files with the SEC from time to time, and you are encouraged to read the
section entitled "Risk Factors" included in the Company's most recently filed
Annual Report on Form 10-KSB filed with the SEC on September 28, 2007.

Research and Development

         For the nine months ended March 31, 2008 and 2007, we incurred research
and development expenses of $332,000 and $1.6 million, respectively, for
Oxygent, an intravascular oxygen carrier that we are developing to augment
oxygen delivery in surgical patients at risk of acute oxygen deficit. Research
and development costs to date for our oxygen-therapeutic product candidates,
including Oxygent, total approximately $161 million. While difficult to predict,
we estimate that the completion of clinical trials for Oxygent will cost at
least an additional $70 million. We do not anticipate that Oxygent will reach
the market for at least a few years, if ever, and, because of the numerous risks
and uncertainties associated with product development efforts, we are unable to
predict the extent of any future expenditures or when material net cash inflows
from Oxygent may commence, if at all.

         In January 2007, the French Ethics Committee (IRB) and the French
Competent Authority (regulatory agency) granted approval to start the Phase 2b
clinical trial for Oxygent to prevent postoperative ileus resulting from hypoxia
during major surgery trial. Subsequently, Alliance submitted a clinical trial
protocol revision to the French Ethics Committee and the French Competent
Authority, which modified the dosing regimen to a dose-escalation protocol. This
modification, which was approved in May 2007, allowed for the safety and
efficacy to be evaluated in three dose levels. Alliance initiated the trial, but
in November 2007, following a steering committee meeting with Double-Crane in
China, Alliance discontinued enrollment in the French study and is evaluating a
new protocol to correspond to the China Phase 2 study (see Note 2 to the
accompanying unaudited condensed consolidated financial statements).

         On February 6, 2007, we announced the manufacture and release for
shipment of Oxygent for clinical trials. Alliance has now successfully completed
the contract manufacture of Oxygent clinical trial material.

         On March 15, 2007, we announced that, in accordance with the current
regulations of the sFDA, the supplies for an IND application and clinical
development must be manufactured in a facility in China. As a result, Alliance
agreed to accelerate the manufacturing technology transfer to Double-Crane,
which originally was planned to occur when Phase 3 trials were initiated in
China. Once clinical supplies are manufactured by Double-Crane, Double-Crane has
indicated that it will submit its IND application for initiation of the agreed
upon clinical development plan. Double-Crane expects to start a Phase 1 safety
trial in Chinese nationals immediately after the sFDA approves the IND
application.

         On November 21, 2007, we announced that the primary focus of our
clinical development plan for Oxygent would be that of supporting the initial
clinical development of Oxygent in China. The clinical development plan for
China is to investigate Oxygent in maintaining hemodynamic stability during
major surgery, thereby potentially reducing or avoiding intraoperative
transfusions of donor blood in major surgery. As a result, we discontinued
enrollment in the French Phase 2a clinical study to asses postoperative organ
function. However, we will incorporate oxygenation endpoints of postoperative
improvement of organ function, (such as the gut, heart, brain and kidney) into
the China Phase 2 studies.

         Double-Crane has considerable experience in manufacturing large-volume
parenteral and IV solutions and has expressed a desire to supply Alliance with
clinical and commercial supplies of Oxygent from its facilities in China. Supply
of Oxygent to the U.S. would be contingent on Double-Crane's compliance with
Current Good Manufacturing Practices ("cGMP") and registration with the U.S.
FDA.

Results of Operations

Three Months Ended March 31, 2008 as Compared with Three Months Ended March 31,
2007

         We recorded $26,000 in revenue for the three months ended March 31,
2008, compared to $521,000 for the three months ended March 31, 2007. The
revenue for this year's quarter consisted of royalties from products other than
Imagent(R). The revenue for last year's quarter was primarily a milestone
payment of $500,000 that was recognized as revenue upon satisfaction of certain
obligations under the Double-Crane Agreement.


                                      -17-

<page>

         Research and development expenses decreased by $197,000, or 73%, to
$72,000 for the three months ended March 31, 2008, compared to $269,000 for the
three months ended March 31, 2007. The decrease in research and development
expenses was primarily due to the completion of production of clinical trial
material in an FDA-approved GMP facility during the previous fiscal year and a
decrease during the current quarter of activities for our Phase 2b postoperative
ileus clinical study in France, which we discontinued during the quarter ended
December 31, 2007.

         General and administrative expenses decreased by $83,000, or 31%, to
$181,000 for the three months ended March 31, 2008, compared to $264,000 for the
three months ended March 31, 2007. The decrease in general and administrative
expenses was primarily the result of a decrease in personnel expenses of
$20,000, a decrease in legal and accounting fees of $25,000, and a decrease of
$28,000 in office-related expenses since our relocation during last quarter.

         Other income was $25,000 for the three months ended March 31, 2008,
which was primarily the result of proceeds recorded from the sale of raw
material inventory (which was previously written off).

         Investment income decreased to $1,000 for the three months ended March
31, 2008, compared to $22,000 for the three months ended March 31, 2007. The
decrease was primarily a result of a lower cash balance.

         Interest expense was $196,000 for the three months ended March 31,
2008, compared to $221,000 for the three months ended March 31, 2007. The
decreased interest expense for the current quarter was primarily the result of
lower Senior Note principal balances due to the conversion of certain principal
amounts into common stock.

Nine Months Ended March 31, 2008 as Compared with Nine Months Ended March 31,
2007

         Our revenue decreased to $83,000 for the nine months ended March 31,
2008, compared to $548,000 for the nine months ended March 31, 2007. The revenue
for this year's period consisted of royalties from products other than Imagent.
The revenue for last year's period was primarily a milestone payment of $500,000
that was recognized as revenue upon satisfaction of certain obligations under
the Double-Crane Agreement.

         Research and development expenses decreased by $1.3 million, or 79%, to
$332,000 for the nine months ended March 31, 2008, compared to $1.6 million for
the nine months ended March 31, 2007. The decrease in research and development
expenses was primarily due to a decrease in contract manufacturing of Oxygent
clinical trial material of $905,000, a decrease of $210,000 because of the
discontinued clinical trial in France, a decrease of $82,000 in research and
development personnel costs, a decrease of $35,000 in preclinical costs and a
decrease in $35,000 in travel expense.

         General and administrative expenses decreased by $471,000, or 41%, to
$672,000 for the nine months ended March 31, 2008, compared to $1.1 million for
the nine months ended March 31, 2007. The decrease in general and administrative
expenses was primarily the result of an accrual in last year's period of
$249,000 of possible income tax and penalty liabilities for tax year 2003
(fiscal year 2004) in connection with the sale of the Imagent assets, which was
reversed upon further analysis, a decrease of $74,000 in personnel costs, a
decrease of $53,000 in office-related expenses, a decrease of $48,000 in annual
meeting-related expenses and a decrease in professional fees of $39,000.

         For the nine months ended March 31, 2008, we recorded a loss on
modification of debt of $14,000 resulting from the issuance of an additional
note in connection with the 2007 Amendment (see Note 3).

         For the nine months ended March 31, 2007, we recorded a gain on the
change in fair value of derivative liability of $357,000 related to recording
derivative liabilities at fair value in connection with the 2006 Amendment
entered into during April 2006 (see Note 3).

         For the nine months ended March 31, 2007, we recorded a gain on the
disposition of an asset of $659,000 primarily related to $100,000 received per
the terms of an agreement with Imcor and the reclassification of approximately
$500,000 of deferred royalties during the period in connection with the Imagent
asset sale transaction.

         Investment income decreased by $84,000 to $15,000 for the nine months
ended March 31, 2008, compared to $99,000 for the nine months ended March 31,
2007. The decrease was primarily a result of lower cash balances during the
current period.


                                      -18-

<page>

         Other income was $188,000 for the nine months ended March 31, 2008,
which was primarily the result of proceeds recorded from the sale of raw
material inventory (which was previously written off).

         Interest expense was $661,000 for the nine months ended March 31, 2008,
compared to $711,000 for the nine months ended March 31, 2007. The decreased
interest expense for the current period was the result of lower Senior Note
principal balances due to the conversion of certain principal amounts into
common stock.

Liquidity and Capital Resources

         Since inception, we have funded our operations primarily through the
sale of equity securities, payments under our collaboration agreements and debt
financing. From inception to March 31, 2008, we had received $243 million in net
proceeds from sales of our equity securities, $260.8 million in payments from
collaboration agreements and $74.3 million in debt financing of which $41
million of such debt has been converted into equity and $25.9 million of such
debt has been retired through the restructuring of various agreements and the
issuance of warrants to purchase our common stock.

         At March 31, 2008, we had approximately $60,000 in cash and cash
equivalents compared to $873,000 at June 30, 2007. The decrease resulted from
the net cash used in operations of $813,000. At March 31, 2008, we had a working
capital deficit of $11.2 million, compared to a working capital deficit of $12.1
million at June 30, 2007. The deficit decrease was principally due to a net
decrease in accounts payable and accrued expenses of $154,000 and the net
decrease in the Senior Note principal amounts and accrued interest of $1.5
million resulting from conversions into common stock, partially offset by the
net cash used in operations. Our operations to date have consumed substantial
amounts of cash and are expected to continue to do so for the foreseeable
future.

         Net cash used in operating activities totaled $813,000 for the nine
months ended March 31, 2008, compared to $2.4 million for the nine months ended
March 31, 2007. The decrease in net cash used in operating activities during the
nine months ended March 31, 2008 was primarily due to a decrease in payments for
research and development activities.

         At March 31, 2008, the following approximate debt obligations were
outstanding:

         (a) $234,000 owed to various vendors;

         (b) $178,000 in accrued expenses, primarily $96,000 in personnel costs;

         (c) $100,000 in deferred revenue;

         (d) $10.9 million in Senior Notes, including $2.6 million in accrued
interest;

         (e) $750,000 in deferred royalty payments to be paid through future
Imagent earn-out payments, if any. In the event there are no future Imagent
earn-out payments, the deferred royalties will not be paid.

         Until we can generate significant continuing revenues, we expect to
satisfy our future cash needs through strategic collaborations, private or
public sales of our securities, debt financings or by licensing all or a portion
of our product candidates or technology. We cannot be certain that additional
funding will be available to us on acceptable terms, or at all. If funds are not
available, we may be required to delay, reduce the scope of, or eliminate one or
more of our research and development programs or our commercialization efforts,
or we may be forced to cease operations all together.

         We believe we have working capital to fund our operations through May
2008; however, we do not have the resources to repay the Senior Notes, which are
now due and payable. Alliance continues to seek additional financing to fund its
support of Double-Crane's development of Oxygent in China (see Note 2). Further,
we are seeking additional collaborative research and development relationships
with suitable corporate partners for our products. Because adequate funds have
not been available to us in the past, we have already delayed our Oxygent
development efforts and have delayed, scaled back, and/or eliminated one or more
of our other product development programs.

         The accompanying unaudited condensed consolidated financial statements
have been prepared assuming the Company will continue as a going concern, which
contemplates, among other things, the realization of assets and satisfaction of
liabilities in the ordinary course of business. We have incurred operating
losses through March 31, 2008. These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern. The
accompanying unaudited condensed consolidated financial statements do not
include any adjustment to reflect the possible future effects on the
recoverability and classification of assets or the amount and classification of
liabilities that may result from the outcome of this uncertainty.

Where you can find more information

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and must file reports, proxy statements and
other information with the SEC. The reports, information statements and other
information we file with the Commission can be inspected and copied at the
Commission Public Reference Room, 100 F Street, N.E. Washington, D.C. 20549. You

                                      -19-

<page>

may obtain information on the operation of the Public Reference Room by calling
the SEC at (800) SEC-0330. The Commission also maintains a Web site
(http://www.sec.gov) that contains reports, proxy, information statements and
other information regarding registrants, like us, which file electronically with
the Commission.

         We were incorporated in New York in 1983. Our principal executive
offices are located at 7590 Fay Avenue, Suite 402, La Jolla, California 92037,
and our telephone number is (858) 410-5200.

         Our common stock is traded on the OTCBB under the symbol "ALLP.OB."

Critical Accounting Policies

         There were no significant changes in critical accounting policies or
estimates from those at June 30, 2007.

Item 3.  Controls And Procedures

         (a) Evaluation of Disclosure Controls and Procedures. The Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer
("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the
Company's disclosure controls and procedures. Based upon that evaluation, our
CEO and CFO concluded that as of March 31, 2008 our disclosure controls and
procedures were effective at the reasonable assurance level in timely alerting
them to the material information relating to the Company (or the Company's
consolidated subsidiaries) required to be included in the Company's periodic
filings with the SEC, subject to the various limitations on effectiveness set
forth below under the heading, "Limitations on the Effectiveness of Internal
Controls," such that the information relating to the Company, required to be
disclosed in SEC reports (i) is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms, and (ii) is
accumulated and communicated to the Company's management, including our CEO and
CFO, as appropriate to allow timely decisions regarding required disclosure.

         (b) Changes in internal control over financial reporting. There has
been no change in the Company's internal control over financial reporting that
occurred during the nine-month period ended March 31, 2008 that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.

LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROLS

         The Company's management, including our CEO and CFO, does not expect
that our disclosure controls and procedures or our internal control over
financial reporting will necessarily prevent all fraud and material error. An
internal control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the internal control. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions. Over time, control may
become inadequate because of changes in conditions, and/or the degree of
compliance with the policies or procedures may deteriorate.

Part II OTHER INFORMATION:

Item 1.  Legal Proceedings

         None.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         None.

Item 3.  Defaults Upon Senior Securities

         The Company is currently in default with respect to the repayment of
all outstanding principal under the Senior Notes, totaling $8.2 million, and
accrued interest under the Senior Notes, totaling $2.7 million, at May 8, 2008.


                                      -20-

<page>

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Other Information

         The Annual Meeting of Shareholders will be held at 8:30 a.m., local
time, on Friday, May 30, 2008, at the Sheraton La Jolla Hotel, located at 3299
Holiday Court, La Jolla, California 92037 for the purpose of (i) electing six
(6) directors to serve on the Company's Board of Directors until the next annual
meeting or until their successors have been duly elected and qualified; and (ii)
considering and voting upon approval of an amendment to our Certificate of
Incorporation's Certificate of Amendment to effect a reverse stock split in a
ratio of ten (10) shares to one (1) share of our common stock. See Note 5,
"Subsequent Events."

Item 6.  Exhibits

         (a)      Index to Exhibits

Exhibit           Description

         31.1     Certification of our Chief Executive Officer, pursuant to
                  Securities Exchange Act Rule 13a-14(a) and 15d-14(a) as
                  adopted pursuant to Section 302 of the Sarbanes Oxley Act of
                  2002. *

         31.2     Certification of our Chief Financial Officer, pursuant to
                  Securities Exchange Act Rule 13a-14(a) and 15d-14(a) as
                  adopted pursuant to Section 302 of the Sarbanes Oxley Act of
                  2002. *

         32.1     Certification of our Chief Executive Officer under Section 906
                  of the Sarbanes Oxley Act of 2002. (18 U.S.C. Section 1350). *

         32.2     Certification of our Chief Financial Officer under Section 906
                  of the Sarbanes Oxley Act of 2002. (18 U.S.C. Section 1350). *


----------
* Filed Herewith.



<page>



                                   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.


                                           ALLIANCE PHARMACEUTICAL CORP.

                                           (Registrant)

Date:    May 14, 2008                      By: /s/   Duane J. Roth
                                               ---------------------------
                                                    Duane J. Roth
                                                    Chairman and Chief
                                                    Executive Officer


                                           By: /s/   Jack DeFranco
                                               ---------------------------
                                                    Jack DeFranco
                                                    Chief Operating Officer
                                                    and Chief Financial Officer