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


                                   FORM 10-QSB/A
                                  Amendment No. 1


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

                For the quarterly period ended September 30, 1999
                                               ------------------

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

                For the period from ______________ to ______________

                Commission file number    0-26445
                                          -------


                        ACCESS HEALTH ALTERNATIVES, INC.
                        --------------------------------
        (Exact name of small business issuer as specified in its charter)


                   Florida                             59-3542362
                   -------                             ----------
     (State of other jurisdiction                     (IRS Employer
   of incorporation or organization)                Identification No.)


                 4619 Parkbreeze Court, Orlando, Florida  32808
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (407)  299-0629
                                 ---------------
                           (Issuer's Telephone Number)


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



                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Check  whether  the  registrant  filed  all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.  Yes  [  ]  No  [  ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS


State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest practicable date.     2,636,887 shares of common stock
                                                --------------------------------
as  of  January  17,  2000.
--------------------------


Transitional  Small  Business  Disclosure  Format  (Check  one)  Yes [ ]  No [X]


<PAGE>
                         PART I - FINANCIAL INFORMATION


ITEM  1.  FINANCIAL  STATEMENTS.

<TABLE>
<CAPTION>
                             ACCESS HEALTH ALTERNATIVES, INC.
                               CONSOLIDATED BALANCE SHEETS
                                       (UNAUDITED)


                                                                   SEPTEMBER 30,   DECEMBER 31,
                                                                       1999            1998
                                                                  ---------------  -------------

                            ASSETS
                            ------
<S>                                                               <C>              <C>
Current assets:
  Cash                                                            $       18,464            419
  Receivables:
    Trade                                                                101,321          8,218
    Other                                                                  9,988          7,988
                                                                  ---------------  -------------

           Total receivables                                             111,309         16,206
  Inventories                                                             54,439         68,968
  Other current assets                                                       979              -
                                                                  ---------------  -------------

      Total current assets                                               185,191         85,593

Property and equipment, net                                               36,748         51,034
Other assets, net                                                         12,608         16,711
Deferred rescission cost                                                 640,663              -
                                                                  ---------------  -------------
      Total assets                                                       875,210        153,338
                                                                  ===============  =============

             LIABILITIES AND STOCKHOLDERS' DEFICIT
             -------------------------------------
Current liabilities:
  Notes and commercial paper                                           1,632,882      1,155,723
  Current obligation under capital lease                                  10,815          7,523
  Bank overdraft                                                          32,725        101,357
  Accounts payable                                                       193,251        284,637
  Accrued liabilities                                                    577,377        452,188
  Due to related parties:
    Stockholders                                                          25,709        117,378
    Limited liability companies including rescission
      Of $763,750 to be offered to holders of economic
      interests at September 30, 1999                                  1,649,184      1,084,099
    Access Healthcare, Inc                                                31,107         39,383
                                                                  ---------------  -------------

      Total due to related parties                                     1,706,000      1,240,860
                                                                  ---------------  -------------

      Total current liabilities                                        4,153,050      3,242,288

Unearned income                                                          294,584        278,417
Obligation under capital lease, less current portion                       4,190          5,226
Minority interest in subsidiary                                          405,063        405,063
                                                                  ---------------  -------------
      Total liabilities                                                4,856,887      3,930,994

Stockholders' deficit:
  Preferred stock, $.01 par value, 10,000,000 shares authorized,
    none issued                                                                -              -
  Common stock, $.001 par value, 50,000,000 share authorized,
    1,023,350 shares issued and outstanding at
    December 31, 1998 and 1,737,684 at
    September 30, 1999                                                     1,737          1,023
  Capital in excess of par value                                         917,043         26,477
  Accumulated deficit                                                 (4,900,457)    (3,805,156)
                                                                  ---------------  -------------
      Total stockholders' deficit                                     (3,981,677)    (3,777,656)
                                                                  ---------------  -------------
      Total liabilities and stockholders' deficit                 $      875,210        153,338
                                                                  ===============  =============
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>
                        ACCESS HEALTH ALTERNATIVES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)


                                       THREE MONTHS ENDED      NINE MONTHS ENDED
                                         SEPTEMBER 30,            SEPTEMBER 30,
                                     ---------------------  ----------------------
                                        1999       1998        1999        1998
                                     ----------  ---------  -----------  ---------
<S>                                  <C>         <C>        <C>          <C>
Revenues:
  Equipment                          $       -     29,134            -    244,267
  Products                             161,550     90,649      362,175    322,014
  Other                                 53,164      3,472      109,741     53,275
                                     ----------  ---------  -----------  ---------

    Total revenues                     214,714    123,255      471,916    619,556

Cost of sales:
  Equipment                                  -      3,155            -     67,390
  Products                              17,246     34,453       94,360     93,829
  Other                                      -          -        2,460        771
                                     ----------  ---------  -----------  ---------

    Total cost of sales                 17,246     37,608       96,820    161,990
                                     ----------  ---------  -----------  ---------

    Gross profit                       197,468     85,647      375,096    457,566

Selling, general and administrative    539,894    215,748    1,365,633    739,845
                                     ----------  ---------  -----------  ---------

Operating loss                        (342,426)  (130,101)    (990,537)  (282,279)

Interest expense                        55,389     39,879      104,764    143,857


    Net loss                         $(397,815)  (169,980)  (1,095,301)  (426,136)
                                     ==========  =========  ===========  =========

Basic net loss per share             $   (0.24)     (0.17)       (0.75)     (0.42)
                                     ==========  =========  ===========  =========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>
                        ACCESS HEALTH ALTERNATIVES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


                                                        THREE MONTHS ENDED       NINE MONTHS ENDED
                                                            SEPTEMBER 30,          SEPTEMBER 30,
                                                       ---------------------  ----------------------
                                                          1999       1998        1999        1998
                                                       ----------  ---------  -----------  ---------
<S>                                                    <C>         <C>        <C>          <C>
Cash flows from operating activities:
  Net loss                                             $(397,815)  (169,980)  (1,095,301)  (426,136)
  Adjustment to reconcile net loss to net
    cash provided by (used in) operating activities:
    Depreciation and amortization                          9,174      8,141       27,521     24,423
    Losses of limited liability companies                 92,482    134,616      178,686    415,413
    Unearned income recognized                           (23,500)   (19,500)     (63,833)   (58,500)
    Issuance of common stock for services                180,000          -      406,280          -
    Cash provided by (used in) changes in:
         Receivables                                     (73,853)   (96,196)     (95,103)   (89,517)
         Inventories                                       1,366     12,583       14,529       (382)
         Other assets                                      9,927      5,717         (979)         -
         Bank overdraft                                   32,725     42,844      (68,632)   127,733
         Accounts payable                                 47,495    (36,804)     (91,386)    27,720
         Accrued liabilities                              45,038      7,005      125,189     75,859
                                                       ----------  ---------  -----------  ---------
      Net cash provided by (used in)
       operating activities                              (76,961)  (111,574)    (663,029)    96,613

Cash flows from investing activities:
  Payments for the purchase of property
   and equipment                                          (1,194)    (2,831)      (9,132)    (5,331)
                                                       ----------  ---------  -----------  ---------
      Net cash used in investing activities               (1,194)    (2,831)      (9,132)    (5,331)

Cash flows from financing activities:
  Payments on notes and commercial paper                 (31,026)  (119,213)    (165,013)  (483,745)
  Proceeds from notes and commercial paper               199,999          -      644,428    150,015
  Due to (from) related party                             (8,637)   (20,890)      (8,276)         -
  Due to (from) stockholders                               3,001    165,219      (91,669)    16,600
  Advances (to) from limited liability companies        (147,575)  (174,166)    (254,264)  (179,404)
  Increase in unearned income                                  -          -       80,000          -
  Proceeds from issuance of stock                              -    258,063      485,000    405,063
                                                       ----------  ---------  -----------  ---------

      Net cash provided by (used in)
       financing activities                               15,762    109,013      690,206    (91,471)
                                                       ----------  ---------  -----------  ---------

  Net increase (decrease) in cash                        (62,393)    (5,392)      18,045       (189)

    Cash at beginning of period                           80,857      6,958          419      1,755
                                                       ----------  ---------  -----------  ---------

    Cash at end of period                              $  18,464      1,566       18,464      1,566
                                                       ==========  =========  ===========  =========

Supplemental disclosure of non-cash activities:
  Cash paid during the period for interest             $  55,389     34,053       91,871    122,846
                                                       ==========  =========  ===========  =========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
                        ACCESS HEALTH ALTERNATIVES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 1999 and 1998
                                   (unaudited)


(1)  ORGANIZATION

     On September 2, 1998, Access HealthMax Holdings, Inc. ("Holdings"),  f/k/a/
     PLC Ventures Corp. ("PLC") acquired  approximately 94.3% of the outstanding
     common stock of Access HealthMax, Inc. ("HealthMax"), for 565,100 shares of
     authorized but previously unissued common stock.  Immediately preceding the
     exchange,  there were 437,500 shares  outstanding of PLC. The shares of PLC
     had been issued for a total  consideration  of $1,000.  PLC had no sales or
     revenues since its formation on October 2, 1988 and had zero  stockholders'
     equity at the time of  acquisition of HealthMax.  For accounting  purposes,
     the  acquisition has been treated as an acquisition of PLC by HealthMax and
     a  recapitalization  ("Reverse  Acquisition") of HealthMax.  The historical
     financial statements prior to September 2, 1998 are those of HealthMax. Pro
     forma   information   is  not  presented,   since  the   combination  is  a
     recapitalization rather than a business combination.  The deficiency in the
     net  assets  of PLC  was  not  adjusted  in  connection  with  the  Reverse
     Acquisition since it consisted of accounts payable.

     On March 11, 1999, Holdings changed its name to Access Health Alternatives,
     Inc. ("Alternatives").  Unless the context indicates otherwise,  references
     hereinafter to (the "Company") include  HealthMax,  Access Health Assurance
     Plans, Inc. (a wholly-owned subsidiary of Alternatives), and Alternatives.

     On March 3, 1999, the Board of Directors  authorized a ten-for-one  reverse
     stock split  effective  March 15, 1999.  All  references  in the  financial
     statements to number of shares,  per share amounts and market prices of the
     Company's  common  stock have been  retroactively  restated  to reflect the
     decreased number of common shares outstanding.


(2)  BASIS OF PRESENTATION

     In the  opinion  of the  management,  the  accompanying  unaudited  interim
     consolidated  financial  statements  include all  adjustments  necessary to
     present  fairly the financial  position of the Company,  the results of its
     operations  and  changes in cash flows for the  interim  periods  reported.
     These  adjustments  are  of  a  normal  recurring  nature.   All  financial
     statements presented herein are unaudited. However, the balance sheet as of
     December 31, 1998, was derived from the audited consolidated balance sheet.
     These  statements   should  be  read  in  conjunction  with  the  financial
     statements included in the Company's  Registration  Statement on Form 10SB,
     filed  with  the  Securities  and  Exchange  Commission,   which  financial
     statements  include audited financial  statements for the fiscal year ended
     December 31, 1998. The results of operations for the interim  periods shown
     in this report are not necessarily indicative of results to be expected for
     the fiscal year.

<PAGE>
(3)  LITIGATION

     In October,  1999 HealthMax was advised by the  Department of  Professional
     and Financial  Regulation,  Bureau of Banking,  Securities Division for the
     State of Maine that  certain  sales of LLC's  economic  interests  to Maine
     residents  were not covered by an  exemption  from  registration,  and were
     effected with the assistance of a person not licensed to sell securities in
     that state,  and therefore are subject to  rescission.  HealthMax,  through
     counsel,  has  confirmed  that  it  will  offer  rescission  to  the  Maine
     investors,  but has not yet  determined the manner or method of this offer.
     Neither the LLC's, HealthMax nor the Company has sufficient funds available
     to return the  full  amount  of  the Maine investors' interests ($763,750),
     should  they  all  elect to  rescind  their  investment.  The  Company  has
     recorded  a  liabiltity for the rescission as of September 30, 1999,  which
     resulted  in an increase in the liability  previously recorded with respect
     to  the  state of Maine investors of  $640,663. The  Company  has  recorded
     deferred  rescission  costs  for  $640,663.


     In  December   1999  the  Company   became  aware  of  an  inquiry  by  the
     Comptroller's  office of the  State of  Florida  into  the  manner by which
     certain LLC  interests  were sold to  residents  of Florida.  The State has
     requested certain documents and information from the Company, from LLCs and
     from  HealthMax  in  what  the  Company  believes is an effort to determine
     if securities  were sold without  registration or without an exemption from
     registration,  or by persons not licensed to sell  securities in the State.
     The  Company is  cooperating  with the  State's  inquiry,  and is unable to
     speculate at this time as to the outcome of such inquiry. All LLC interests
     sold in the State of Florida are approximately $1,472,000.


     The Company has been notified of a suit by a lender demanding,  among other
     things,  the enforcement of a settlement  agreement  between the lender and
     the Company.  The Company  believes the suit will be satisfied upon payment
     of all outstanding amounts owed, which totals approximately  $52,000 and is
     reflected as a liability on the balance sheet at September 30, 1999.

     The Company  has been  notified  of a suit by a former  employee  seeking a
     judgment for  approximately  $3,600 for  expenses and salaries  accrued and
     owed prior to  termination.  The amount is  reflected as a liability on the
     balance sheet at September 30, 1999.


(4)  CONTINGENCY

     At December 31, 1998, the  Company has suffered  recurring losses and has a
     net capital  deficiency of $3,777,656 and a working  capital  deficiency of
     $3,156,695, which raises substantial doubt about its ability to continue as
     a going concern.  The Company is contemplating a public or private offering
     of securities as a means of raising funds to implement its business plan.


(5)  ADDITIONAL CORPORATE EVENTS

     In April  1999,  the Company  agreed to acquire  Access  HealthCare,  Inc.,
     ("HealthCare")  subject to certain  conditions.  The parties have agreed to
     defer the closing of this  transaction  until the  Securities  and Exchange
     Commission has indicated  that it has no further  comments to the Company's
     Registration Statement on Form 10SB that was filed earlier this year. Under
     the terms of the  acquisition,  the  Company  will  exchange  approximately
     2,000,000  shares  of  common  stock  for all of  HealthCare's  outstanding
     shares.  Since the principal  owners of  HealthCare  are also the principal
     owners of the Company,  the  acquisition  of HealthCare  will  constitute a
     reorganization of entities under common control to be accounted for similar
     to a  pooling  of  interests.  HealthCare  operates  a  chiropractic  group
     practice  in Central  Florida  and has  affiliated  chiropractic  practices
     throughout Florida.

     The  financial  position  and  results of  operations  of the  Company  and
     HealthCare  will be combined  in 1999  retroactive  to January 1, 1999.  In
     addition,  all prior periods  presented  will be restated to give effect to
     the transaction.


     Presented below are condensed combined pro forma financial statements as of
     and for the nine months ended  September  30,  1999,  to give effect to the
     transaction accounted for similar to a pooling of interests.  The condensed
     combined  financial  statements  reflect the  elimination  of  intercompany
     transactions.


<TABLE>
<CAPTION>
Condensed  balance  sheet  at  September  30,  1999

                                      COMPANY     HEALTHCARE   ELIMINATIONS    COMBINED
                                    ------------  -----------  -------------  -----------
<S>                                 <C>           <C>          <C>            <C>
Assets:
  Current assets                    $   185,191       58,865              -      244,056
  Property and equipment                 36,748       48,570              -       85,318
  Other assets                          653,271       31,107        (31,107)     653,271
                                    ------------  -----------  -------------  -----------
                                        875,210      138,542        (31,107)     982,645
                                    ============  ===========  =============  ===========
Liabilities:
  Current liabilities                 4,153,050      399,717        (31,107)   4,521,660
  Unearned income                       294,584            -              -      294,584
  Long-term obligations                   4,190       96,786              -      100,976
  Minority interest                     405,063            -              -      405,063
                                    ------------  -----------  -------------  -----------
                                      4,856,887      496,503        (31,107)   5,322,283
Stockholders' Deficit                (3,981,677)    (357,961)             -   (4,339,638)
                                    ------------  -----------  -------------  -----------

                                    $   875,210      138,542        (31,107)     982,645
                                    ============  ===========  =============  ===========

Condensed statement of operations for the nine months  ended September 30, 1999

Revenues                            $   471,916    1,344,105        (33,672)   1,782,349
Operating costs and expenses          1,462,453    1,277,029        (33,672)   2,705,810
                                    ------------  -----------  -------------  -----------
Operating income (loss)                (990,537)      67,076              -     (923,461)
Other expenses                          104,764       39,988              -      144,752
                                    ------------  -----------  -------------  -----------

Net income (loss)                   $(1,095,301)      27,088              -   (1,068,213)
                                    ============  ===========  =============  ===========

Basic loss per share                                                         $     (0.31)
                                                                             ============
</TABLE>

(6)  NET LOSS PER SHARE

     Basic loss per share is computed giving effect to the recapitalization with
     Alternatives.  For  purposes of the  computation  of the basic net loss per
     share  1,003,350  shares of common stock are assumed to be outstanding  for
     the three months and nine months ended  September 30, 1998.  The numbers of
     weighted  average shares  outstanding  for the three months and nine months
     ended September 30, 1999 were 1,674,098 and 1,457,168 respectively.

(7)  INCOME TAXES

     The Company has recorded a valuation  allowance  for any income tax benefit
     associated with the current and prior year loss before income taxes.


<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

     The  following  discussion  and analysis should be read in conjunction with
the  financial  statements  of  the Company and the accompanying notes appearing
previously  under  the  caption "Financial Statements." The following discussion
and  analysis  contains  forward-looking  statements,  which  involve  risks and
uncertainties.  The  Company's  actual results may differ significantly from the
results,  expectations  and plans discussed in these forward-looking statements.


Results  of  Operations  for  the Periods Ended September 30, 1999 Compared with
Periods  Ended  September  30,  1998

      Management  believes that a comparison of the financial performance of the
Company  in  the  three  months ended September 30, 1999 and in the three months
ended  September  30, 1998 dramatically indicates the impact of four steps taken
by  the  Company  beginning  in  mid-1998.  These  decisions,  in  no  order  of
importance  or  chronology,  were  (a)  the termination of sales of labs and lab
equipment  ancillary to its products and systems; (b) the launch of a program to
sell  market licenses to distribute the Company's products and programs; (c) the
hiring  of  senior  management  personnel; and (d) the establishment of a public
trading  market  for  the  Company's  securities.

     Prior  to  the  decision  to terminate the sales of labs and lab equipment,
this  equipment  was  sold  to  members  of  the Company's provider network, and
required  a  fairly  high level of training and support. The equipment component
presently  sold  to  providers is a much more basic, much less costly component,
with a higher profit margin to the Company. As a result of the decision to alter
the  equipment  component,  revenue  from  the sales of equipment decreased from
$29,134  in  the  quarter  ended  September  30, 1998  to none in the comparable
period in 1999. Sales of the Company's products, however, increased from $90,649
in  the  three  months  ended  September  30, 1998 to $161,550 in the comparable
period  of  1999,  or  an  increase  of  78.2%. Notably, the cost of those sales
decreased  dramatically,  from  $34,453  in the three months ended September 30,
1998,  to  $17,246 in the same period in 1999, or a decrease of 54.1%.  As would
be  expected,  the  cost  of  sales  as  a  function  of  the  sales  decreased
substantially from 30.0% for the three months ended September 30, 1998, to 10.7%
for  the  three months ended September 30, 1999. Management believes that profit
margins  on  the  sale of products can be further increased as volume increases.

     Three  limited  liability companies affiliated with the Company experienced
losses  in  the  nine-month  periods  ended  September  30,  1999  and  1998.

Nine months ended 9/30/99
     LLC I   - $148,476
     LLC II  - $ 64,767
     LLC III - $  1,840
     Total   - $215,083

Nine months ended 9/30/98
     LLC I   - $184,085
     LLC II  - $190,346
     LLC III - $ 64,767
     Total   - $419,609

     Selling,  general and administrative expenses during the three months ended
September 30, 1999, were significantly greater than during the comparable period
in  1998,  increasing from $215,748 to $539,894, or a 150% increase. This was in
part  the  result  of  the  addition  of new members of management, (including a
compensation  expense resulting from shares of the Company's common stock issued
to a new and ongoing management) and professional fees necessitated by operating
in  a public environment. Ongoing increases in SG&A through the end of  1999 may
be  anticipated.

Liquidity  and  Capital  Resources

     Despite  non-binding  commitments  from third-parties to fund the Company's
operations  in  1998  and  through the first three quarters of 1999, the Company
continued  to  experience, and continues to experience, cash flow shortages that
have  slowed  the Company's growth.  During the three months ended September 30,
1999,  the  Company's  ability  to  raise  funds  from  the  sale  of equity was
significantly  impeded  as  a result of the "delisting" of its common stock from


<PAGE>
the over-the-counter bulletin board.  Accordingly, the Company continues to rely
on loans from affiliated and unaffiliated parties to cover some of its cash flow
shortfall.  As  of  September  30,  1999,  loans  from  affiliated  parties were
approximately  $1  million,  while debt owed on third-party notes and commercial
paper  was  approximately  $1.6 million.  Accrued liabilities were approximately
$577,000,  while  accounts  payable  were  approximately  $190,000.

     As  a  result,  in  large  measure,  of  the Company's increased activities
related  to  installing  new  Access  HealthMax  centers,  trade  receivables at
September 30, 1999 were approximately $100,000.  This reflects initial inventory
orders  placed  by  the  new centers, as well as reorders from existing centers.

     In  May  1999, the Company received a revolving loan commitment of $500,000
for  the purchase of inventory ($250,000 of which has been funded) and a $75,000
loan  for working capital (which are included in the amounts shown for notes and
commercial  paper.  In  October 1999, the Company received an additional working
capital  loan  of $50,000. The inventory financing is expected to be repaid from
the  sale  of  product  during  the  next  two years. It is anticipated that the
working  capital  loans  will  be  repaid from the earlier to occur of operating
revenue  or net proceeds of a private offering of equity and/or debt securities,
the  terms  of  which  offering  have  not  been  identified.

     The  cash  used in operations for the three months ended September 30, 1999
and  1998  and  the  nine  months ended September 30, 1999 and 1998 was $76,961,
$111,574,  $663,029  and  $96,613, respectively.  The major items comprising the
cash  used  in  operations  were  losses  of  $397,815, $169,980, $1,095,301 and
$426,136,  respectively.  The  cash  used  in operations was reduced by non-cash
charges  of  $180,000  and  $406,280  in  the three months and nine months ended
September  30,  1999  relating  to  common  stock  issued  for  services.

     Cash  used in investing activities for the three months ended September 30,
1999  and 1998 and the nine months ending September 30, 1999 and 1998 of $1,194,
$2,831,  $9,132  and  $5,331,  respectively related to purchases of property and
equipment.

     The  net  cash  provided  by  (used  in)  financing  activities  during the
applicable  periods  was $15,762, $109,013, $690,206 and ($91,471) respectively.
The  net  cash  provided  by  (used in) notes and commercial paper borrowing and
payments  was  $168,973, ($119,213), $479,415 and ($333,730), respectively.  The
Company  also  received  $258,063,  $485,000,  and $405,063 and cash for issuing
common  stock in the three months ended September 30, 1998 and nine months ended
September  30,  1999  and  1998,  respectively.

     In  October  1999  HealthMax  was  advised  by  the  Department  of
Professional  and  Financial  Regulation, Bureau of Banking, Securities Division
for  the  State  of  Maine  that  certain  sales of the LLC's interests to Maine
residents  were  not  covered  by  an  exemption  from  registration,  and  were
effected  with  the  assistance  of  a person not licensed to sell securities in
that  state,  and  therefore  are  subject  to rescission. Without admitting any
violations  of  applicable  Maine  securities  laws, HealthMax, through counsel,
has  confirmed  that  it  will  offer rescission to the Maine investors, but has
not  yet  determined  the  manner  or  method  of this offer. Neither the LLC's,
HealthMax  nor  the  Company  has sufficient funds available to rescind the full
amount  of  the  Maine  investors'  interests  (approximately  $763,750), should
they  all  elect  to  rescind their investment. The potential impact this action
may  have  on  HealthMax  or  the  Company  as  a  whole,  or on their financial
statements,  cannot  be  determined  at  this  time.  The  Company, however, has
recorded  a  liability  in  the  amount  of  $763,750  on  its  books.

     In  December  1999  the  Company  became  aware  of  an  inquiry  by  the
Comptroller's  Office  of  the State of Florida into the manner by which certain
LLC  interests  were  sold  to  residents  of  Florida.  The State has requested
certain  documents  and  information  from  the  Company, from the LLCs and from
HealthMax  in  what  the  Company  believes  is  an  effort  to  determine  if
securities  were  sold  without  registration  or  without  an  exemption  from
registration,  or  by  persons  not  licensed  to  sell securities in the State.
The  Company  is  cooperating  with  the  State's  inquiry,  and  is  unable
to  speculate  at  this  time  as  to  the  outcome  of  such  inquiry.

     In  addition  to  the  states  of  Florida  and  Maine,  where  a  total of
$1,472,298  and  $763,750,  were  raised,  respectively, LLC interests were sold
in  other  jurisdictions  as follows:  Utah, $80,000; Texas, $204,198; Missouri,
$197,704;  Ohio,  $65,500;  California, $25,000; Minnesota, $51,000; New Jersey,
$25,000;  Michigan,  $50,000;  and  Canada,  $50,000.  Although  the Company has
not  received  any  communications  from  the  regulators  in  the jurisdictions
other  than  Florida  and  Maine  concerning  the sale of LLC interests, further
inquiries  are  possible.  It  is  impossible  at  this  time  to  ascertain the
potential  impact  such  inquiries  may  have  on  the  LLC,  HealthMax  or  the
Company.  Without  concurring  that  any  improprieties  occurred,  the  Company
believes  that  further  rescission offerings may be required.  The Company will
continue  to  evaluate  avenues of satisfying any required rescission offerings,
and  the  advisability  of  offering  rescission  in  jurisdictions  where  such
rescission  is  not  required  by  the  regulatory authorities.  Although it was
believed  at  the  time  of  the  offerings that they were made substantially in
compliance  with  applicable  state  law, further evaluation on a state-by-state
basis  would  be  required by the Company at this time before stating a position
with  respect  to  whether  it  had  actually  complied in all material respects
with  such  state  laws,  which  evaluation will be undertaken by the Company in
the  near  future.

     It is premature to predict with any degree of certainty either the
magnitude of any rescission offering related to the LLCs, the number of LLC
investors that would accept such an offer, the dollar amount the Company would
be required to pay, or the cost of that money to the Company in terms of time,
expense and dilution of shares (in the event an equity offering is needed to
raise the needed funds).  The Company presently does not have the funds
available to satisfy a cash rescission offer, and is considering a number of
methods of raising such funds.  The allocation of funds to a rescission may have
a further impact on the Company's ability to continue as a going concern.
Further, it is expected that any rescission offering would be made pursuant to a
registration statement under the Securities Act of 1933, as amended, requiring
additional expenses, including legal and accounting expenses, for which the
Company is presently unable to pay.

     The  Company  has  not  determined  the effect on the Company's business or
finances  that  the  rescission  offer  required  by the State of Maine may have
(please  see  the  description  of  this  matter  under  Part  II, Item 1, Legal
Proceedings,  below).  If a cash rescission offer were to be made, and if all of
the  recipients  of that offer accepted it, the Company's affiliated LLC's would
be required to return approximately $750,000.  The extent to which the Company's
business  and  financial relationship with the LLC's would cause this rescission
offering to affect the Company and its financial statements will be evaluated by
the  Company  and  its consultants, and every effort will be made to satisfy the
State  of  Maine's  requirements without impairing the Company's limited capital
resources.

     The  Company  continues  to  experience negative cash flow, and anticipates
this continuing through the end of the current fiscal year.  Management believes
that additional funding will be necessary in order for it to continue as a going
concern.  The  Company  is  investigating  several  forms of private debt and/or
equity  financing,  although there can be no assurances that the Company will be
successful  in  procuring  such  financing or that it will be available on terms
acceptable to the Company, if at all. Moreover, despite the ongoing best efforts
of  Management,  there  presently  is  no firm plan in place for how the Company
intends to meet its liquidity and capital needs for the next year, or to address
its  working  capital  defecit.


<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

     On  October  28,  1999, Marty Kass filed a lawsuit in the Circuit Court for
the  Eighth Judicial Circuit for Alachua County, Florida, against Dr.  Daniel J.
Pavlik,  Access  HealthMax,  Inc.,  Access  HealthCare,  Inc., and Access Health
Alternatives,  Inc.  The  action  seeks repayment of a loan and enforcement of a
settlement agreement, for approximately $51,664, plus court costs and fees.  The
Company  believes  the  suit  will  be satisfied upon payment of all outstanding
amounts owed, and has recorded reflected a liability in the amount of $52,000 on
the  balance  sheet  at  September  30,  1999.

     On  January 4, 2000, an action was filed in the Circuit Court for the Ninth
Judicial Circuit for Orange County, Florida, by James Michaelides, the Estate of
Anna  Michaelides  and  Andrew  Nicolaides, against Innovative Health Solutions,
Inc.,  HealthMax,  Inc.  [sic],  Pavlik  Chiropractic  Group,  P.A.,  Richard A.
Weaver  and  Daniel  J.  Pavlik.  This  action seeks the repayment of four loans
totalling  $145,000  plus  court  costs  and  fees.  The  Company  has  not  yet
determined  its  response to this action.  The sums sought are reflected as debt
on  the  Company's  books,  and  are among a series of loans with an approximate
present  balance  of  $820,000,  with  respect  to  which  the Company may be in
default,  although  the Company has not received any other notices of default at
this  time.

     In October 1999 HealthMax was advised by the Department of Professional and
Financial  Regulation,  Bureau  of Banking, Securities Division for the State of
Maine  that  certain  sales  of  the LLC's interests to Maine residents were not
covered by an exemption from registration, and were effected with the assistance
of  a  person  not  licensed to sell securities in that state, and therefore are
subject  to  rescission.  Without  admitting  any violations of applicable Maine
securities  laws,  HealthMax,  through counsel, has confirmed that it will offer
rescission  to  the  Maine  investors,  but has not yet determined the manner or
method  of  this  offer.  Neither  the  LLC's,  HealthMax  nor  the  Company has
sufficient  funds  available  to rescind the full amount of the Maine investors'
interests  (approximately  $763,750),  should  they  all  elect to rescind their
investment.  The  potential  impact  this  action  may  have on HealthMax or the
Company  as  a  whole, or on their financial statements, cannot be determined at
this  time.  The  Company,  however,  has  recorded a liability in the amount of
$763,750  on  its  books.

     In  December  1999  the  Company  became  aware  of  an  inquiry  by  the
Comptroller's  Office  of  the State of Florida into the manner by which certain
LLC  interests  were  sold  to  residents  of  Florida.  The State has requested
certain  documents  and  information  from  the  Company, from the LLCs and from
HealthMax  in  what the Company believes is an effort to determine if securities
were  sold without registration or without an exemption from registration, or by
persons  not  licensed  to  sell  securities  in  the  State.  The  Company  is
cooperating with the State's inquiry, and is unable to speculate at this time as
to  the  outcome  of  such  inquiry.

     In addition to the states of Florida and Maine, where a total of $1,472,298
and  $763,750,  were  raised,  respectively,  LLC  interests  were sold in other
jurisdictions  as  follows:  Utah, $80,000; Texas, $204,198; Missouri, $197,704;
Ohio,  $65,500;  California,  $25,000;  Minnesota, $51,000; New Jersey, $25,000;
Michigan,  $50,000;  and Canada, $50,000.  Although the Company has not received
any  communications  from the regulators in the jurisdictions other than Florida
and  Maine concerning the sale of LLC interests, further inquiries are possible.
It  is  impossible at this time to ascertain the potential impact such inquiries
may  have  on  the  LLC,  HealthMax or the Company.  Without concurring that any
improprieties  occurred,  the Company believes that further rescission offerings
may  be  required.  The  Company will continue to evaluate avenues of satisfying
any  required  rescission offerings, and the advisability of offering rescission
in  jurisdictions  where  such  rescission  is  not  required  by the regulatory
authorities.  Although  it  was  believed at the time of the offerings that they
were  made  substantially  in  compliance  with  applicable  state  law, further
evaluation  on  a  state-by-state basis would be required by the Company at this
time  before stating a position with respect to whether it had actually complied
in  all  material  respects  with  such  state  laws,  which  evaluation will be
undertaken  by  the  Company  in  the  near  future.

ITEM  2.  CHANGES  IN  SECURITIES

     On  March 3, 1999, the Company designated the rights and preferences of its
Series  A  Redeemable Convertible Preferred Stock, and authorized the sale of up
to 1,400,000 shares as part of an offering that was terminated in September 1999
(the  "Unit Offering"). Prior to the Unit Offering, no series of preferred stock
had  been  designated.  As only  one  Unit  was  sold  in  the Unit Offering for
$25,000,  the  investor  and the Company agreed that the Company would not issue
the  Unit.  Instead, the Company has recorded the $25,000 as a liability and, at
the  investor's election, the Company will either return the funds or will apply
it  to an investment on the investor's behalf in a future offering of securities
by the Company.

     In  July  1999  the Company retained The Edge Unlimited, Inc. ("The Edge"),
Orlando,  Florida  to  provide  certain  investor relations and public relations
services,  for  which  The  Edge  will received 150,000 restricted shares of the
Company's  common  stock,  under  Section  4(2).

     From  April  through  October  1999,  the Company exchanged common stock of
HealthMax  for  common  stock  of  Health  Alternatives,  under Section 4(2), as
follows:

Frank  Aldridge                                    30,000  shares
Ambrosia  Health  Enterprises,  Inc.               10,000  shares
John  H.  Brett,  Jr.                              10,000  shares
Albert  K.  Brinson, IRA                            2,000  shares
Shelley  D.  Brown                                 10,000  shares
Philip  and  Linda  Carland                         5,000  shares
Ralph  W.  Catanese                                20,000  shares
Dominick  J.  Costanzo                              5,000  shares


<PAGE>
Kenneth  R.  Crutchfield                            2,000  shares
James  D'Angelo                                     5,000  shares
Ralph  L.  Davis,  Jr.                             20,000  shares
Helen  Decker                                       2,500  shares
Berton  L.  DeSelms                                 2,000  shares
Robert  A.  Foss                                    2,000  shares
Richard  and  Phyllis  Gruosso                      5,000  shares
Ronald  and  Kirsi  Hoffman                         5,000  shares
Douglas  Jordal                                     5,000  shares
Frederick  J.  Kollett,  Jr.                        5,000  shares
Gary  S.  Kuskin                                   10,000  shares
Pat  E.  Luse                                       2,500  shares
Michael  and  Charlene  MacDonald                  30,000  shares
Cathy  and  Thomas  Machacyk                        2,500  shares
Bruce  and  Kimberley  Maddox                       2,500  shares
Philip  and  Linda  Mancusi                        10,000  shares
Lillian  and  Peter  Marcelli                       2,500  shares
Luca  and  Yvonne  Masciarelli                      9,200  shares
Robert  and  Anne  Micelotta                        2,500  shares
Stanley  Moreira                                    2,500  shares
Marcy  Morgan                                       2,500  shares
Nelda  and  James  Murray                           2,500  shares
Patrick  M.  O'Neill                                2,500  shares
Pensco  Pension  FBO  Faye  Miles                   2,500  shares
Pensco  Pension  FBO  Raymond  D.  Brown            3,803  shares
Brent  Phillips                                    10,000  shares
Tina  C.  Piasio                                    6,000  shares
Palma  Privitera  Living  Trust                     2,500  shares
Sharon  Procaccioanti                               2,500  shares
Delvin  E.  Ressel  Revocable  Trust                5,000  shares
Retirement Accounts, Inc., FBO Philip J. Carland    5,000  shares
Paul  Sember                                       25,000  shares
Michael  D.  Sember  Trust                         35,000  shares
William  Stringer                                   3,500  shares
Armand  &  Marie  Taddeo                            5,000  shares
Karen  Taddeo                                       6,000  shares
Wilburn  D.  Taylor                                 2,500  shares
Ronald  P.  Terrill                                 2,000  shares
Robert  W.  Yarber                                 10,000  shares

     In  October  1999,  the  Board  of  Directors authorized the issuance of an
aggregate  of  420,000  shares  of common stock to certain employees, 400,000 of
which  were issued in December 1999, as follows. These were issued under Section
4(2).

Mark  Leutem                                       50,000  shares
Brent  Philips                                     50,000  shares
Steven  Miracle                                   100,000  shares
Daniel  J.  Pavlik                                100,000  shares
Donald  Metchick                                  100,000  shares

     In  January,  2000,  the  Company  issued  100,000 shares to each of Donald
Metchick  and  Steven  Miracle  pursuant  to  their  respective  employment
agreements,  pursuant  to  Section  4(2).

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

n/a


<PAGE>
ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

n/a

ITEM  5.  OTHER  INFORMATION.

     In June 1999, the Company filed a registration statement on Form 10SB under
the  Securities  Exchange  Act  of  1934  (the  "Exchange  Act").  Sixty  days
thereafter,  the  registration  statement  automatically  became effective.  The
Company  received  its  first  comment  letter  from the Securities and Exchange
Commission  (the "Commission") dated October 14, 1999.  The Company responded to
that  comment  letter  and  filed  an amendment to the registration statement on
November  1,  1999.  As of November 15, 1999, the Commission continues to review
the  Company's  filing.

     In  October  1999, the Company, and Access HealthCare, Inc. ("HealthCare"),
agreed to defer the closing of the acquistion of HealthCare until the Commission
has completed its review of the Company's registration statement filed under the
Exchange  Act.

     In November 1999, Access Health Alternatives, Inc., relocated its corporate
offices  and  the  administrative offices of its subsidiaries to 4619 Parkbreeze
Court,  Orlando, Florida  32808.  Access HealthCare, Inc., an affiliated entity,
remains at 2016 Orange Avenue, Orlando, Florida  32818.  The Company also closed
its  distribution  facilities in Atlanta, Georgia, and relocated them to the new
facilities  at  Parkbreeze  Court  in  Orlando.  The  Colorado Springs, Colorado
office  also  has  been  closed, and the Company will consider looking for other
space  for  that  regional  office  at  some  future  date.


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

n/a


<PAGE>
                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the Company caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.


                                   ACCESS  HEALTH  ALTERNATIVES,  INC.
                                   -----------------------------------
                                              (registrant)



     Date:   1/30/00                      /s/  Daniel  J.  Pavlik
            --------                     ---------------------------------------
                                                       (signature)*
                                         Daniel  J.  Pavlik,  President  &  CEO


     Date:   1/30/00                      /s/  Donald  Metchick
            --------                     ---------------------------------------
                                                       (signature)*
                                         Donald  Metchick,  Vice  President


     Date:   1/30/00                      /s/  Steven  Miracle
            --------                     ---------------------------------------
                                                       (signature)*
                                         Steven Miracle, Chief Operating Officer


*Print  the  name  and  title  of  each  signing  officer  under this signature.


<PAGE>