U.S. 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, 2005

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

            For the transition period from                    to

            Commission file number: 000-26740

                         AMERICAN HEALTHCHOICE, INC.
      (Exact name of small business issuer as specified in its charter)

                 New York                                    11-2931252
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification No.)

      2221 Justin Road, Suite 119-154, Flower Mound, TX        75028
      (Address of principal executive offices)               (Zip Code)

                                (972) 538-0122
                         (Issuer's telephone number)

      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 [ ]

      As of March 31, 2005, there were outstanding 112,409,259 shares of the
 issuer's Common Stock, par value $.001 per share.

 Transitional Small Business Disclosure Format (check one)

      Yes [ ]        No [X]

<PAGE>

                         AMERICAN HEALTHCHOICE, INC.

                             INDEX TO FORM 10-QSB

                     For the Quarter Ended March 31, 2005



       Part I Financial Information

         Item 1.  Financial Statements

            Consolidated Balance Sheet .....................          2

            Consolidated Statements of Operations ..........          3

            Consolidated Statements of Cash Flows ..........          4

            Notes to Consolidated Financial Statements .....          5


         Item 2.  Management's Discussion and Analysis or
                  Plan of Operation ........................          7


       Part II Other Information

         Item 1.  Legal Proceedings ........................         10

         Item 2.  Changes in Securities and Use of Proceeds          10

         Item 3.  Defaults upon Senior Securities ..........         10

         Item 4.  Submission of Matters to a Vote of
                  Security Holders .........................         10

         Item 5.  Other Information ........................         10

         Item 6.  Exhibits .................................         10

               Signatures ..................................         10

<PAGE>

                        PART I. FINANCIAL INFORMATION

 Item 1. Financial Statements

                         AMERICAN HEALTHCHOICE, INC.
                               AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET
                                 (Unaudited)
                                MARCH 31, 2005

                                   ASSETS
 Current Assets:
 Cash                                                         $     14,605
 Accounts receivable, less allowance for doubtful
   accounts of $ 5,369,364                                       5,330,633
 Notes receivable                                                  144,050
 Other current assets                                              135,050
                                                               -----------
      Total current assets                                       5,624,338

 Property and equipment, net                                       423,908
 Goodwill, net                                                   1,621,570
                                                               -----------
      Total assets                                            $  7,669,816
                                                               ===========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:
 Notes payable and capital lease obligations                  $    276,384
 Acquisition note payable including accrued interest             1,132,000
 Bankruptcy claims of unsecured creditors                          343,801
 Bankruptcy claims of related parties                              469,406
 Accrued payroll taxes and penalties                               582,988
 Compensation due executive officer                                556,731
 Accrued expenses                                                  308,189
 Accounts payable                                                  401,315
                                                               -----------
      Total current liabilities                                  4,070,814

 Commitments and Contingent Liabilities                                  -

 Stockholders' Equity:
 Preferred stock, $.001 par value; 5,000,000 shares
   authorized; 13,875 shares issued and outstanding              1,387,500
 Common stock, $.001 par value; 200,000,000 shares
   authorized;112,409,259 shares issued and outstanding            112,409
 Additional paid-in capital                                     21,024,275
 Accumulated deficit                                           (18,925,182)
                                                               -----------
      Total stockholders' equity                                 3,599,002
                                                               -----------
      Total liabilities and stockholders' equity              $  7,669,816
                                                               ===========


      See accompanying notes to these consolidated financial statements.

<PAGE>
<TABLE>

                          AMERICAN HEALTHCHOICE, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)




                                    Three Months Ended March 31,       Six Months Ended March 31,
                                    ----------------------------       ---------------------------
                                       2004             2005              2004             2005
                                    ----------       ----------        ----------       ----------
 <S>                               <C>              <C>               <C>              <C>
 Revenues:
   Patient billings                $ 2,311,755      $ 2,897,092       $ 4,474,858      $ 5,369,924
   Allowance for discount
     on billings                     1,092,735        1,284,888         2,086,363        2,332,056
                                    ----------       ----------        ----------       ----------
   Net patient billings              1,219,020        1,612,204         2,388,495        3,037,868
   Commissions on equipment sales            -           40,180                 -           40,180
                                    ----------       ----------        ----------       ----------
     Net revenues                    1,219,020        1,652,384         2,388,495        3,078,048

 Operating Expenses:
   Compensation and benefits           637,477          736,127         1,289,633        1,398,273
   Marketing and advertising           290,506          293,835           505,264          567,147
   General and administrative          208,269          269,482           387,228          533,413
   Rent                                 81,277           77,053           161,854          154,108
                                    ----------       ----------        ----------       ----------
     Total operating expenses        1,217,529        1,376,497         2,343,979        2,652,941
                                    ----------       ----------        ----------       ----------
 Operating income                        1,491          275,887            44,516          425,107

 Other Expenses:
   Interest expense                     18,414           20,362            37,038           41,139
   Other expense                             -           18,500                 -           28,000
                                    ----------       ----------        ----------       ----------
     Total other expense                18,414           38,862            37,038           69,139
                                    ----------       ----------        ----------       ----------
 Net Income (Loss)                     (16,923)         237,025             7,478          355,968

 Preferred stock dividend                    -          (35,600)                -          (35,600)
                                    ----------       ----------        ----------       ----------
 Net Income (Loss) Applicable
   to Common Stockholders          $   (16,923)     $   201,425       $     7,478      $   320,368
                                    ==========       ==========        ==========       ==========
 Basic and Diluted Net Income
   (Loss) Per Share                $         -      $         -       $         -      $         -

 Preferred stock dividend                    -                -                 -                -
                                    ----------       ----------        ----------       ----------
 Basic and Diluted Net Income
   (Loss) Per Share               $          -      $         -       $         -      $         -
                                    ==========       ==========        ==========       ==========
 Weighted Average Common Shares
   Outstanding                     103,846,000      108,492,000       103,473,000      105,205,000


      See accompanying notes to these consolidated financial statements.

</TABLE>
<PAGE>

                         AMERICAN HEALTHCHOICE, INC.
                               AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                                    Six Months Ended March 31,
                                                    --------------------------
                                                        2004         2005
                                                      ---------    ---------
 Cash Flows From Operating Activities:
 Net income                                          $    7,478   $  355,968
 Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
   Employee and director compensation-stock                   -       40,500
   Other                                                      -       11,000
   Depreciation and amortization                         14,070       17,412
 Change in operating assets and liabilities, net:
   Accounts receivable-trade                           (297,901)    (649,096)
   Other current assets                                  10,000      (16,152)
   Accounts payable and accrued expenses                274,079      196,477
                                                      ---------    ---------
        Net cash provided by (used in)
          operating activities                            7,726      (43,891)

 Cash Flows From Investing Activities:
   Payments on notes receivable                               -       20,000
   Property and equipment                                  (651)     (18,491)
                                                      ---------    ---------
        Net cash provided by (used in)
          investing activities                             (651)       1,509

 Cash Flows From Financing Activities:
   Proceeds from notes payable                                -      109,000
   Payments on notes payable and capital leases         (20,062)     (61,584)
                                                      ---------    ---------
        Net cash provided by (used in)
          financing activities                          (20,062)      47,416
                                                      ---------    ---------
 Net Increase (Decrease) In Cash                        (12,987)       5,034
 Cash At Beginning Of Year                               21,071        9,571
                                                      ---------    ---------
 Cash At End Of Period                               $    8,084   $   14,605
                                                      =========    =========
 Supplemental Disclosure Of Cash Flow Information:
   Income taxes paid                                 $    1,500   $        -
   Interest paid                                          3,000        8,000

 Supplemental Disclosure of Non-Cash Transactions:
   Issuance of common stock in connection with
     executive employment contract                            -       25,000
   Purchase of equipment through issuance
     of capital leases                                        -       27,000
   Issuance of common stock in connection with
     exercise of stock options                                -       26,000
   Issuance of common stock in connection with
     purchase of assets                                       -      333,000
   Conversion of preferred stock into common stock            -      612,500
   Preferred stock dividend                                   -       35,600


      See accompanying notes to these consolidated financial statements.

<PAGE>

                         AMERICAN HEALTHCHOICE, INC.
                               AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 1.   Organization

 American HealthChoice, Inc.  and subsidiaries  (the Company)  consists of  a
 parent company and four wholly-owned subsidiaries. AHC Chiropractic Clinics,
 Inc. owns and operates twelve  clinics providing medical, physical  therapy,
 and chiropractic  services  in San  Antonio,  McAllen, Laredo,  San  Benito,
 Corpus Christi and Houston, Texas, and,  in addition, has 15 clinics in  its
 Affiliated  Clinic  Program.  AHC  Physicians  Corporation,  Inc.  owns  and
 operates two medical clinics in San Antonio providing medical services  and,
 in addition,  provides  telemedicine  services.  RehabCo, Inc.,  a  recently
 formed subsidiary (See Footnote  4 Acquisitions), receives commissions  from
 the sale of medical equipment.  AHI Management, Inc. includes the  corporate
 office staff and other related expenses.


 2.   Basis of Presentation

 The  accompanying  unaudited  interim  consolidated  financial statements of
 the Company have been  prepared pursuant  to the  rules and  regulations  of
 the Securities  and  Exchange Commission.  Certain  information  in footnote
 disclosures normally included in financial statements prepared in accordance
 with accounting  principles  generally  accepted in  the  United  States  of
 America  have  been  condensed  or  omitted  pursuant  to  these  rules  and
 regulations.  The  accompanying  unaudited  interim  consolidated  financial
 statements reflect all adjustments which the Company considers necessary for
 a fair presentation  of the results  of operations for  the interim  periods
 covered and for the financial  condition of the Company  at the date of  the
 interim balance sheet.  All such adjustments (except as otherwise  disclosed
 herein) are of a normal recurring nature.

 The results of operations for  the six months ended  March 31, 2005  are not
 necessarily indicative of the results  to be expected for the full year.  It
 is suggested  that the  March 31, 2005  financial  information  be  read  in
 conjunction with the financial statements and notes thereto included in  the
 Company's Form 10-KSB dated September 30, 2004.


 3.   Summary of Significant Accounting Policies

 Consolidation policy  -  The  accompanying condensed consolidated  financial
 statements  include  the  accounts  of  the  Company  and  its  wholly-owned
 subsidiaries.  All  material  inter-company accounts  and transactions  have
 been eliminated in consolidation.

 Net patient revenues - Revenue is  recognized upon performance of  services.
 Substantially all of the Company's revenues are derived from personal injury
 claims and claims filed on major medical policies and worker's  compensation
 policies.   Allowances  for  discounts  on  current  services  provided  are
 recognized in  the periods  the  related  revenue  is  earned.  Net  patient
 revenues are reported  at the  estimated realizable  amounts from  patients,
 third-party  payors  and  others  for  services  rendered.   Allowances  are
 maintained  at  levels  considered  appropriate  by  management  based  upon
 historical charge-off  experience  and  other factors  deemed  pertinent  by
 management.

 Commissions on equipment sales - RehabCo, Inc. is an authorized  distributor
 for certain  lines  of medical  equipment,  including the  DRX  9000  Spinal
 Decompression System.  Revenue is recognized when the equipment is installed
 at the customer's site.

 Property and equipment, net - Property and equipment are stated at cost less
 accumulated  depreciation.  Depreciation  is  provided  over  the  estimated
 useful lives  of  the  related assets,  primarily  using  the  straight-line
 method.  Leasehold improvements are amortized over the shorter of the  lease
 term or the estimated useful lives of the improvements.

 Goodwill  -  Goodwill  is accounted  for  according  to  the  provisions  of
 Financial Accounting Standard  ("FAS") 142, "Goodwill  and Other  Intangible
 Assets".  This policy requires an impairment test, which is performed by the
 Company on an annual basis.  As of March 31, 2005 and for the three and  six
 months period then ended, Management has  determined there is no  impairment
 of goodwill.

 Earnings per share  -  Basic  earnings  per  share are  computed  using  the
 weighted-average number of common shares outstanding.  Diluted earnings  per
 share are  computed using  the  weighted-average common  shares  outstanding
 after giving effect to potential common stock issuance from the exercise  of
 stock options based on the treasury stock method.  If the potential issuance
 is dilutive, the  average number of  shares of common  stock outstanding  is
 increased.  For the three  and six month periods  ended March 31, 2004,  the
 effect of the treasury stock method was anti-dilutive. For the three and six
 month periods ended March 31, 2005, the effect of the treasury stock  method
 was dilutive but the number of common shares was immaterial.


 4.   Acquisition

 On March 7, 2005, RehabCo, Inc.,  a wholly-owned subsidiary of the  Company,
 acquired  certain  assets  of  Axiom  Marketing  Group,  Inc.   Axiom  is  a
 distributor  of   medical  equipment,   including   the  DRX   9000   Spinal
 Decompression System.  The acquisition was accounted for under the  purchase
 method  of  accounting.  The initial  consideration  was the  equivalent  of
 $333,333 in shares of the American  HealthChoice common stock.  The  Company
 is obligated to file a Registration Statement on Form SB-2 before  August 4,
 2005, which will include the equivalent  number of shares to $333,333  based
 on the closing price  of the Company's  common stock on  the day before  the
 filing of the Form SB-2.  The Company has  used the share price of $0.14  on
 March 7, 2005 as  an estimate, which equates  to 2,400,000 shares of  common
 stock.  The purchase  price has been preliminarily  allocated to the  assets
 acquired according to  estimated fair values  and is  subject to  adjustment
 when  additional information concerning asset  valuations is finalized.  The
 preliminary allocation has  resulted in  goodwill  of  $273,000.  Additional
 consideration of  up  to 3,333,330  restricted  shares of  common  stock  is
 contingent upon future performance of RehabCo.


 5.   Stockholders' Equity

 During the six month period ended March 31, 2005, the Company issued 710,000
 shares of common stock in connection with the exercise of stock options  and
 issued 1,250,000 shares in connection with an executive employment contract.

 On January  3, 2005  the President  and CEO  of the  submitted a  notice  to
 convert 4,375 shares of Series B  Preferred Stock into  common stock.  Based
 on an average bid price  of $0.07 for the  common stock, the Company  issued
 5,469,000 shares of common stock in satisfaction of the conversion notice.

 On March 17,  2005 a  holder of  more than  5% but  less than  9.99% of  the
 Company's common stock submitted a notice to convert 1,750 shares of  Series
 B Preferred Stock into common stock.  Based on an average bid price of $0.10
 for the common stock, the Company issued 1,683,000 shares of common stock in
 satisfaction of the conversion notice.

 On March 7,  2005 the  Company issued 2,400,000  shares of  common stock  as
 consideration in connection with an acquisition.  See Footnote 4.

 On March 31, 2005 the Company issued  302,000 shares of common stock to  the
 holders 13,875 shares  of Series B  Preferred Stock in  satisfaction of  the
 semi-annual dividend due March 31, 2005.


 6.   Related Party Transactions

 During the three months ended March 31, 2005, Mainstream Enterprises, an LLC
 owned 50% by a holder of more than 5%  but less than 9.99% of the  Company's
 common stock and the President and CEO of the Company, advanced the  Company
 $73,000 in short term loans.  The  more than 5% holder advanced the  Company
 an additional $36,000.  The Company  intends to satisfy the loans either  by
 cash payments, issuance of stock or a combination of cash and stock.


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

 Results of Operations

 The following discussion and analysis should be read in conjunction with the
 Consolidated Financial Statements and Notes thereto, and is qualified in its
 entirety by the foregoing and by  other more detailed financial  information
 appearing elsewhere.

 Three Months Ended March 31, 2005  Compared to Three Months Ended  March 31,
 2004

      Patient Billings.  For the three months  ended  March 31, 2005, patient
 billings increased from $2,312,000 in 2004  to $2,897,000  in 2005.  Patient
 billings at Texas  owned clinics  and  affiliated clinics increased $328,000
 and $173,000, respectively.  The 2005  period included patient billings  for
 the DRX 9000 System in the amount  of $237,000 with no comparable amount  in
 the 2004 period.  The 2004 period included $153,000 in billings for the  New
 Orleans clinic with no comparable amount in the 2005 period due to the  sale
 of the clinic in September 2004.

      Allowance for Discount on Billings.  For the three months  ended  March
 31, 2005, allowance for  discount on billings  increased from $1,093,000  in
 2004 to $1,285,000  in  2005.  $259,000 is attributable  to the increase  in
 patient billings in  the amount  of $585,000  offset by  a $67,000  downward
 adjustment (improvement)  in  the  allowance  as  a  percentage  of  patient
 billings from  47% in  the 2004  period  to  44%  in the  2005  period.  The
 adjustment  reflects an increase in the collection percentage on  cases that
 were settled by patient's  attorneys in 2005 compared  to 2004 and a  higher
 overall collection percentage for affiliated and medical clinic billings.

      Commissions on Equipment Sales.  RehabCo, a wholly-owned subsidiary  of
 the Company,  commenced operations  on March 7, 2005.  For the three  months
 ended March 31, 2005,  RehabCo recognized commission  revenue of $40,000  on
 equipment sales of $153,000.

      Compensation and Benefits.  For the three months ended March 31,  2005,
 compensation and benefits  increased from $637,000  in 2004  to $736,000  in
 2005.  Compensation  and  benefits at  Texas  clinics and  corporate  office
 increased  $95,000  and  $81,000,  respectively,  offset   by   $79,000   in
 compensation and benefits for the New Orleans clinic in the 2004 period with
 no comparable amount in  the 2005 period.  The number  of  employees at  the
 Texas clinics and corporate office was  unchanged in 2005 compared to  2004.
 Compensation and benefits for RehabCo were $51,000 in 2005.

      Marketing and Advertising.  For the three months ended March 31,  2005,
 marketing  and  advertising increased  from $291,000  in 2004 to $294,000 in
 the 2005 period.  The patient billings for  the  2005 period  had  a  higher
 percentage of personal injury cases, which carry higher marketing  expenses.
 As discussed above under allowance for discount on billings, the  collection
 percentage on personal  injury cases is  greater than  major medical  cases,
 which  partially  mitigates  the higher  marketing  expense.  Marketing  and
 advertising attributable  to  the  DRX 9000  System  and  RehabCo  were  not
 material in the  2005 period  and the New  Orleans clinic  had no  marketing
 expense in the 2004 period.

      General and Administrative.  For the three months ended March 31, 2005,
 general and administrative increased  from $208,000 in  2004 to $269,000  in
 2005.  Due to the related increase in revenue, management fees  attributable
 to patient billings from affiliated clinics were $89,000 in the 2005  period
 compared to $41,000  in the  2004 period.  Legal  and  professional  expense
 increased from $23,000 in the 2004 period to $34,000 in the 2005 period  due
 primarily to investor relation expenses.

      Rent.  For  the three  months ended March  31, 2005,  rent was  $77,000
 compared to $81,000  in the 2004  period.  The  decrease is attributable  to
 rent for the New Orleans clinic.

 Six Months Ended March 31, 2005 Compared to Six Months Ended March 31, 2004

      Patient  Billings.  For  the  six  months ended March 31, 2005, patient
 billings  increased from $4,475,000 in 2004 to  $5,370,000 in 2005.  Patient
 billings at Texas owned clinics  and  affiliated clinics increased  $411,000
 and  $346,000, respectively.  The 2005 period  included patient billings for
 the DRX 9000 System  in the amount of  $446,000 with no comparable amount in
 the 2004 period.  The 2004 period included $313,000  in billings for the New
 Orleans clinic with no comparable amount in the 2005 period due to the  sale
 of the clinic in September 2004.

      Allowance for Discount on Billings.  For the six months ended March 31,
 2005, allowance for discount on billings  increased from $2,086,000 in  2004
 to $2,332,000 in 2005.  $392,000 is attributable to the increase in  patient
 billings in the amount of $895,000 offset by a $147,000 downward  adjustment
 (improvement) in the allowance as a percentage of patient billings from  47%
 in the 2004 period to 43%  in the 2005  period.  The adjustment reflects  an
 increase in  the  collection  percentage  on  cases  that  were  settled  by
 patient's attorneys in 2005 compared to 2004 and a higher overall collection
 percentage for affiliated and medical clinic billings.

      Commissions on Equipment Sales.  RehabCo, a wholly-owned subsidiary  of
 the Company, commenced  operations on  March 7, 2005.  For  the  six  months
 ended March 31, 2005,  RehabCo recognized commission  revenue of $40,000  on
 equipment sales of $153,000.

      Compensation and Benefits.  For the six months  ended  March 31,  2005,
 compensation and benefits increased from $1,290,000 in 2004 to $1,398,000 in
 2005.  Compensation  and  benefits at  Texas  clinics and  corporate  office
 increased  $154,000  and  $107,000,  respectively,  offset  by  $154,000  in
 compensation and benefits for the New Orleans clinic in the 2004 period with
 no comparable amount in  the 2005 period.  The number  of employees  at  the
 Texas clinics and corporate office was  unchanged in 2005 compared to  2004.
 Compensation and benefits for RehabCo were $51,000 in 2005.

      Marketing and Advertising.  For  the six months  ended March 31,  2005,
 marketing  and  advertising  increased  from $505,000 in 2004 to $567,000 in
 the 2005 period.  The patient billings for  the  2005 period  had  a  higher
 percentage of personal injury cases, which carry higher marketing  expenses.
 As discussed above under allowance for discount on billings, the  collection
 percentage on personal  injury cases is  greater than  major medical  cases,
 which  partially  mitigates  the higher  marketing  expense.  Marketing  and
 advertising attributable  to  the  DRX 9000  System  and  RehabCo  were  not
 material in the  2005 period  and the New  Orleans clinic  had no  marketing
 expense in the 2004 period.

      General and Administrative.  For the  six months ended March 31,  2005,
 general and administrative increased  from $387,000 in  2004 to $533,000  in
 2005.  Due to the related increase in revenue, management fees  attributable
 to patient billings from affiliated clinics were $155,000 in the 2005 period
 compared to $61,000  in the  2004 period.  Legal  and  professional  expense
 increased from $45,000 in the 2004 period to $73,000 in the 2005 period  due
 primarily to investor relation expenses.

      Rent.  For  the  six months  ended March 31, 2005,  rent  was  $154,000
 compared to $162,000 in  the 2004 period.  The decrease is  attributable  to
 rent for the New Orleans clinic.

 Liquidity and Capital Resources

 For the  six  months  ended March  31,  2005,  net cash  used  in  operating
 activities was $44,000  compared to $8,000  net cash  provided by  operating
 activities for the six months ended March 31, 2004.  For 2005 net income  of
 $356,000 was reduced by  a $469,000 increase in  net operating  assets.  For
 2004 the nominal net income of  $7,000 was offset by an equivalent  decrease
 in net operating assets.

 Net patient billings from the  Company's medical clinics were  approximately
 $3,000,000 for the  six month period  ended March 31,  2005 and  collections
 were $2,300,000.  The  Company was approximately  $150,000 short of  meeting
 its current obligations for the medical clinics.  Taking into  consideration
 the  180  to  200  days   collection  cycle,  Management  believes   monthly
 collections of patient  billings from its  medical clinic operations  should
 average $500,000  for  the  six  month  period  ended  September  30,  2005.
 Assuming the achievement of this collection level, cash from medical  clinic
 operations should be adequate to meet current obligations.

 The Company's RehabCo, Inc. subsidiary, which commenced operations on  March
 7, 2005, has two  sources of revenue, commissions  from equipment sales  and
 fees from treatment of patients on  the DRX 9000 system.  Commission  income
 from the sale of a single DRX  9000 system is approximately $20,000 and  the
 selling and administrative expenses are approximately $10,000 resulting in a
 gross profit of $10,000.  Since the commission from the sale of equipment is
 paid within 20 days, working capital requirements for this source of revenue
 are minimal.  The second source of revenue is fees earned for the  treatment
 of patients  under RehabCo's  placement program.  Under  this  program,  the
 treating physician pays a flat fee for individual visits by a patient to the
 doctor's office for treatment on a  DRX 9000 System owned and maintained  by
 RehabCo.  The medical industry refers to this type of arrangement as a  "per
 click" fee.  The expected  annual  revenue from a  single system under  this
 program is forecasted  to be approximately  $150,000, less direct  expenses,
 including lease and marketing expenses, of approximately $100,000  resulting
 in operating income of $50,000.  When  preparing its business plan in  early
 2005, Management assumed the  placement of six  systems per quarter  through
 December 2005.  However, the Company has experienced difficulty in obtaining
 lease financing to acquire systems for the placement program.  As of May  1,
 2005, only two systems were in the placement program with one under a  lease
 and the other funded internally.  The Company will focus on sales of systems
 through June  30, 2005  and continue  to search  for outside  financing  for
 systems under the placement program.

 As of April  30, 2005, the  Company was current  on all  calendar year  2005
 withholding tax payments due the Internal Revenue Service.  The Company  has
 a  calendar 2004 past due obligation  of approximately $422,000.  Management
 has made  a proposal  to the  IRS  to satisfy  the 2004  obligation  through
 periodic payments of approximately $45,000 per month, and, if new funding is
 obtained through  an  equity offering,  the  remaining obligation  would  be
 satisfied from the proceeds of the offering.

 On April 21, 2005,  AHC Chiropractic Clinics, Inc.  entered into a  purchase
 agreement with Northern Healthcare Capital to sell accounts receivable at  a
 discount.  Initially,  the  Company intends  to  sell receivables  from  its
 Laredo and Katy clinics.  As of May 6, 2005, approximately $763,000 in gross
 receivables have been  sold with proceeds  to the  Company of  approximately
 $170,000.  In addition, the President and CEO loaned the Company $100,000 on
 April 15, 2005 using  proceeds from the sale  of 1,000,000 shares of  common
 stock.  As discussed earlier,  Management believes monthly collections  will
 average $500,000  per  month,  which should  be  adequate  to  meet  current
 obligations  and  make scheduled  payments to  the IRS.  If  necessary,  the
 Company will sell additional accounts receivable up to $400,000 to meet  its
 obligations.

 The Company is  actively pursuing  new financing in  the form  of equity  or
 convertible debt.  The proceeds will be used to pay remaining payroll taxes,
 reduce the $1,132,000 balance on the acquisition note due December 31,  2005
 and up to $500,000 for acquisitions.


 Forward-Looking Information

 This report  contains  certain forward-looking  statements  and  information
 relating to  the Company  that are  based on  the beliefs  of the  Company's
 management  as  well  as  assumptions  made  by  and  information  currently
 available to the Company's management. When  used in the report, words  such
 as "anticipate," "believe,"  "estimate," "expect,"  "intend," "should,"  and
 similar expressions,  as  they relate  to  the Company  or  its  management,
 identify forward-looking statements.  Such statements  reflect  the  current
 views of  the Company  with respect  to  future events  and are  subject  to
 certain risks, uncertainties,  and assumptions relating  to the  operations,
 results of  operations,  liquidity,  and growth  strategy  of  the  Company,
 including competitive factors  and pricing pressures,  changes in legal  and
 regulatory requirements, interest  rate fluctuations,  and general  economic
 conditions, as well as other factors  described in this report.  Should  one
 or more of  the risks materialize,  or should  underlying assumptions  prove
 incorrect, actual  results  or  outcomes  may  vary  materially  from  those
 described herein as anticipated, believed, estimated, expected, or intended.


                         Part II.  OTHER INFORMATION

 Item 1.  Legal Proceedings

 There have been no material events related to legal proceedings.


 Item 2.  Changes in Securities and Use of Proceeds

 Not applicable


 Item 3.  Defaults upon Senior Securities

 None to report


 Item 4.   Submission of matters to a vote of security holders

 None to report


 Item 5.  Other Information

 None


 Item 6.  Exhibits

 31.1     Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002 for Dr. J. W. Stucki, President and Chief Executive Officer

 31.2     Certification pursuant to Section 302 of the Sarbanes-Oxley Act
          of 2002 for John C. Stuecheli, Vice President and Chief Financial
          Officer

 32.1     Certification pursuant to 18 U.S.C Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for
          Dr. J.W. Stucki, President and Chief Executive Officer

 32.2     Certification pursuant to 18 U.S.C Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for
          John C. Stuecheli, Vice President and Chief Financial Officer


                               SIGNATURES

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


                               AMERICAN HEALTHCHOICE, INC.

 Date: May 16, 2005            By:  /s/ Dr. J.W. Stucki
                               Dr. J.W. Stucki, Chief Executive
                               Officer and President

 Date: May 16, 2005            By:  /s/John C. Stuecheli
                               John C. Stuecheli, Chief Financial
                               Officer and Vice President - Finance
                               (Principal Financial and Accounting Officer)