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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

(Mark One)
[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal year ended December 31, 2001

                                       OR

[_]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the transition period from __ to ___

                        Commission file number: 000-17821

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

       DELAWARE                                         11-2962027
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

  33 WALT WHITMAN ROAD, SUITE 200A HUNTINGTON STATION, NY              11746
           (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (631) 547-6520

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                    COMMON SHARES, PAR VALUE $0.001 PER SHARE

Indicate by check mark whether the Registrant (l) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [__]

The issuer's revenues for its most recent fiscal year ended December 31, 2001
were $16,235,657.

As of March 31, 2002, the aggregate market value of the common stock of the
registrant held by non-affiliates was approximately $3,262,500 based on a price
of $3.00 per share of common stock.

As of March 31, 2002, 3,100,000 shares of Common Stock, 512,500 shares of Series
A Preferred Stock and 666,668 shares of Series B Preferred Stock of the
registrant were outstanding.

                   AMENDMENT TO ANNUAL REPORT ON FORM 10-KSB/A
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

         The registrant has determined to furnish the information required in
Part III of its Annual Report on Form 10-KSB for the fiscal year ended December
31, 2001, rather than to incorporate it by reference to information to be
contained in the registrant's proxy statement. This Amendment No. 1 to the
Annual Report on Form 10-KSB is being filed solely to add the information
required in Part III.


<PAGE>


                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

         The following table sets forth the names, ages and principal positions
of our directors and executive officers as of March 31, 2002:

NAME                          AGE    PRINCIPAL POSITION WITH REGISTRANT
John Pappajohn(1)(2)           73    Director
Derace Schaffer, M.D.(1)(2)    53    Director
Michael P. Moran               41    Director, President, Chief Executive
                                        Officer, Chief Financial
                                        Officer and Secretary

JOHN PAPPAJOHN, has served as a Director of the Company since 1996. Since 1969,
Mr. Pappajohn has been the President and principal stockholder of Equity
Dynamics, Inc., a financial consulting firm, and the sole owner of Pappajohn
Capital Resources, a venture capital firm. Mr. Pappajohn has served on the
Boards of over 40 public companies and currently serves as a director of the
following public companies; MC Informatics, Inc., PACE Health Management
Systems, Inc. and Patient Infosystems, Inc. Mr. Pappajohn received his B.A. in
Business from the University of Iowa. On September 15, 1998, the Company filed
voluntary petitions under Chapter 11 of the United States Bankruptcy Code. The
Company's plan for reorganization was approved by the bankruptcy court on
February 1, 1999. Mr. Pappajohn was a member of the Company's Board of Directors
prior to, during and after the Company's bankruptcy reorganization.

DERACE SCHAFFER, M.D., has served as a Director of the Company since 1996. Dr.
Schaffer is a founder and director of Radiologix, Inc. Dr. Schaffer is the
Chairman and CEO of the IDE Group, P.C., one of the radiology practices with
which Radiologix has a contractual relationship. Dr. Schaffer is also CEO and
President of the Lan Group, a venture capital firm. Dr. Schaffer is the founder
and Chairman of Patient Infosystems, Inc., a public company. Dr. Schaffer is a
member of the board of directors at Logisticare, Inc.; a founder and director of
Cardsystems, Inc.; and founder and Chairman of MedEView, Inc. Dr. Schaffer is a
board certified radiologist. He received his postgraduate radiology training at
the Harvard Medical School and Massachusetts General Hospital, where he served
as Chief Resident. Dr. Schaffer is a member of Alpha Omega Alpha, the national
medical honor society, and is Clinical Professor of Radiology at the University
of Rochester School of Medicine. On September 15, 1998, the Company filed
voluntary petitions under Chapter 11 of the United States Bankruptcy Code. The
Company's plan for reorganization was approved by the bankruptcy court on
February 1, 1999. Dr. Schaffer was a member of the Company's Board of Directors
prior to, during and after the Company's bankruptcy reorganization.

MICHAEL P. MORAN, has served as President, Chief Executive Officer, Chief
Financial Officer and as a member of our Board of Directors since September
1997. From 1996 to September of 1997 Mr. Moran was a Regional Vice President at
Coram Healthcare, Inc. From 1990 to 1996 Mr. Moran was a Regional Vice President
for Chartwell Home Therapies, Inc. Prior to 1990, Mr. Moran held various sales
and management positions at Critical Care America, Inc. Mr. Moran received a
B.A. in management from Assumption College. On September 15, 1998, the Company
filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code.
The Company's plan for reorganization was approved by the bankruptcy court on
February 1, 1999. Mr. Moran was a member of the Company's Board of Directors
prior to, during and after the Company's bankruptcy reorganization.



____________

(1) Audit Committee Member
(2) Compensation Committee Member



                                      -2-


<PAGE>


             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors and certain of its officers, and persons
who beneficially own more than 10% percent of the Company's Common Stock
(collectively, "Insiders"), to file reports of ownership and changes in
ownership of common stock with the Securities and Exchange Commission ("SEC").
Insiders are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file.

         Mr. John Pappajohn failed to file four Form 4 reports on a timely basis
reporting the purchase of shares of the Company's common stock and the grant of
options to purchase shares of the Company's common stock in February 1999; the
grant of a warrant to purchase shares of the Company's common stock in January
2000; the exercise of options to purchase shares of the Company's common stock
in February 2000; and the grant of options to purchase shares of the Company's
common stock in December 2000. Mr. Derace Shaffer failed to file three Form 4
reports on a timely basis reporting the purchase of shares of the Company's
common stock and the grant of options to purchase shares of the Company's common
stock in February 1999; the exercise of options to purchase shares of the
Company's common stock in March 2000; and the grant of options to purchase
shares of the Company's common stock in December 2000. Mr. Michael P. Moran
failed to file a Form 3 report and two Form 4 reports on a timely basis
reporting his status as an officer and a director of the Company; the grant of
options to purchase shares of the Company's common stock in February 1999; and
the grant of options to purchase shares of the Company's common stock in January
2000. The Company expects that these late filings will be filed with the SEC
shortly.


ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth all compensation received for services
rendered to the Company in all capacities for the years ended December 31, 2001,
2000 and for the period from February 1, 1999 through December 31, 1999, by
Michael P. Moran, the Company's President, Chief Executive Officer, Chief
Financial Officer and Secretary. The Company has no other employees with
policymaking responsibilities. Perquisites amounting in aggregate to the lesser
of $50,000 or 10% of the total annual salary and bonus reported for the named
executive officer are not disclosed.

<TABLE>
<CAPTION>


                           SUMMARY COMPENSATION TABLE

                            ANNUAL COMPENSATION                                  LONG TERM COMPENSATION
                            -------------------                                  ----------------------
                                                                                        AWARDS
                                                                                        ------
NAME                                                       OTHER       RESTRICTED      SECURITIES
AND                                                        ANNUAL        STOCK         UNDERLYING
PRINCIPAL                                                COMPENSATION    AWARD(S)      OPTIONS/SARS  ALL OTHER
POSITION             YEAR     SALARY($)   BONUS($)          ($)           ($)             (#)     COMPENSATION($)
----------------------------------------------------------------------------------------------------------------
<S>                  <C>      <C>         <C>                <C>           <C>              <C>         <C>
Michael P. Moran     2001     $217,231    $100,000           $0            $0               0           $      0
President, Chief
Executive Officer,   2000     $180,000    $     0            $0            $0            100,000        $      0
Chief Financial
Officer, Director    1999     $140,231    $64,231            $0            $0            500,000        $120,000(1)
and Secretary


<FN>


(1)  Represents commission earned for sale of the Company's Houston operations,
     which was not paid to Mr. Moran during 1999. This commission was paid to
     Mr. Moran in 2000.
</FN>
</TABLE>



                                      -3-


<PAGE>



OPTION GRANTS IN LAST FISCAL YEAR

         Mr. Moran, the Company's sole Named Executive Officer, did not receive
any option grants for the year ended December 31, 2001.


AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

         The following table sets forth the number of exercisable and
unexercisable options held by Mr. Moran, the Company's sole Named Executive
Officer at December 31, 2001. No shares of Common Stock were acquired upon
exercise of stock options by Mr. Moran during fiscal year 2001. The option value
was based upon unregistered sales of the Company's Series B Preferred Stock
consummated in October 2001 at an offering price of $3.00 per share.
<TABLE>
<CAPTION>

                                                              Number of Securities Underlying    Value of Unexercised
                                                              Unexercised Options at Fiscal      In-the-Money Options at Fiscal
                        Shares acquired    Value Realized     Year-End                           Year End
Name                    on exercise (#)    ($)                Exercisable/Unexercisable (#)      Exercisable/Unexercisable ($)

<S>                       <C>                    <C>                    <C>                              <C>
Michael P. Moran               --                 --                   566,667/33,333                    1,700,001/99,999

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


1998 STOCK OPTION PLAN

         BACKGROUND. The Company's 1998 Stock Option Plan (the "1998 Plan") was
adopted pursuant to a confirmation of a plan of reorganization adopted on
February 1, 1999. The 1998 Plan authorizes the grant of options to purchase up
to 1,250,000 shares of common stock. As of March 31, 2002, incentive stock
options to purchase 1,001,400 shares are outstanding under this plan, and these
options have exercise prices ranging from $0.175 to $3.00 per share. No further
options will be granted under this plan.

         STOCK OPTIONS. The 1998 Plan provides for the discretionary grant of
incentive stock options, within the meaning of Section 422 of the Internal
Revenue Code of 1986 (the "Code"), to employees and for the grant of
nonstatutory stock options to employees, non-employee directors and consultants
and other independent contractors providing services to us.

         ADMINISTRATION. The 1998 Plan provides that it may be administered by
our board of directors or a committee of two or more members of the board. The
administrator has the power to determine who receives option grants and the
terms of the options granted, including exercise price, the number of shares
subject to each option and the exercisability thereof. The administrator also
has the authority to cancel and regrant options. Until recently our board of
directors administered the 1998 Plan. Currently the 1998 Plan is administered by
our compensation committee.

         STOCK OPTIONS. The exercise price of all incentive stock options
granted under the 1998 Plan must be at least equal to the fair market value of
the common stock on the date of grant. The exercise price of nonstatutory stock
options granted under the 1998 Plan must be at least equal to 85% of the fair
market value of the common stock on the date of grant. With respect to any
participant who owns stock possessing more than 10% of the voting power of all
classes of our outstanding capital stock, the exercise price of any incentive
stock option granted to such a participant must be at least equal to 110% of the
fair market value of the common stock on the grant date, and the term of any
such incentive stock option must not exceed five years. The term of all other
options granted under the 1998 Plan may not exceed ten years.


                                      -4-


<PAGE>


         CHANGE IN CONTROL. The 1998 Plan provides that, in the event we merge
with or into another company in which more than 50% of the surviving company is
not owned by our shareholders before such merger, or in the event of a
liquidating sale of all or substantially all of our assets, the administrator
shall accelerate the vesting of each outstanding option under the 1998 Plan
unless the options are assumed by a successor or replaced with a comparable cash
incentive program.

         OTHER TERMS OF OPTIONS. Options granted under the 1998 Plan are
generally not transferable by the optionee, and each option is exercisable
during the lifetime of the optionee only by such optionee. Options granted under
the 1998 Plan must generally be exercised within 3 months after the optionee
ceases to be an employee, director or consultant, or within one year after such
optionee's termination of service by reason of disability or death, but in no
event later than the expiration of the option's term.

         Unless terminated sooner, the 1998 Plan will automatically terminate on
February 1, 2009. The board also has the authority to amend, suspend or
terminate the 1998 Plan, provided that no such action may adversely affect any
outstanding option grants or increase the authorized shares under the 1998 Plan
without shareholder approval.


DIRECTOR COMPENSATION

         The Company does not have a formal policy regarding the granting of
stock options to its directors. The Company's non-employee directors have each
been granted options to purchase 50,000 shares of common stock pursuant to the
Company's 1998 Stock Option Plan as compensation for serving on the Company's
Board of Directors. The options have an exercise price equal to $2.00 per share,
the fair market value as of the date of grant, and vest in two equal annual
installments with the first installment vesting on December 5, 2002, so long as
the director remains a member of our board. The Company's non-employee directors
receive no compensation for their service as directors. Mr. Moran has been
granted options to purchase 600,000 shares of common stock pursuant to the
Company's 1998 Stock Option Plan as compensation for serving on the Board of
Directors. 500,000 of the options have an exercise price of $0.175 and became
fully vested on February 1, 2001. 100,000 of the options have an exercise price
of $1.00 and become fully vested on January 11, 2003. All of the Company's
directors are entitled to reimbursement for reasonable expenses incurred in the
performance of their duties as board members.


                                      -5-

<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information as of March 31, 2002
regarding the beneficial ownership of the Company's capital stock by (i) each
person known by the Company to own more than five percent of the Company's
outstanding capital stock; (ii) each of the directors and named executive
officer of the Company and (iii) all of the Company's directors and named
executive officers as a group. The Company believes that each individual or
entity named will have sole investment and voting power with respect to the
shares indicated as beneficially owned by them, except as otherwise noted.
<TABLE>
<CAPTION>


          Name(1)            Shares of       Percentage   Shares of      Percentage of   Shares of        Percentage    Percentage
                             Common Stock    of Common    Series A       Series A        Series B         of Series B   of all
                                             Stock(2)     Preferred      Preferred       Preferred Stock  Owned(4)      Classes(5)
                                                          Stock          Stock(3)
---------------------------- --------------- ------------ -------------- --------------- ---------------- ------------- ------------
<S>                          <C>             <C>          <C>            <C>           <C>              <C>            <C>
Gary Kirke                   500,000(6)      13.89%       500,000        97.56%          --               --            10.46%
417 Locust Street
Des Moines, Iowa 50309
---------------------------- --------------- ------------ -------------- --------------- ---------------- ------------- ------------
Principal Life Insurance     333,334(7)      9.71%        --             --              333,334          50%           7.23%
Company
711 High Street
Des Moines, IA  50392
Attn: Dennis Menken
---------------------------- --------------- ------------ -------------- --------------- ---------------- ------------- ------------
Gainesborough, L.L.C.        333,334(7)      9.71%        --             --              333,334          50%           7.23%
420 Bedford Street, Suite
110
Lexington, MA  02420
---------------------------- --------------- ------------ -------------- --------------- ---------------- ------------- ------------
John Pappajohn               1,475,000(8)    41.84%       --             --              --               --            31.36%
2116 Financial Center
Des Moines, IA  50309
---------------------------- --------------- ------------ -------------- --------------- ---------------- ------------- ------------
Michael P. Moran             566,667(9)      15.45%       --             --              --               --            11.69%
33 Walt Whitman Road,
Suite 200A
Huntington Station, NY
11746
---------------------------- --------------- ------------ -------------- --------------- ---------------- ------------- ------------
Derace Schaffer, M.D.        300,000(10)     9.52%        --             --              --               --            6.93%
3489 Elmwood Avenue
Rochester, NY  14610
---------------------------- --------------- ------------ -------------- --------------- ---------------- ------------- ------------
Edgewater Private Equity     562,500         18.15%       --             --              --               --            13.15%
Fund II, L.P.
900 N. Michigan Avenue,
14th Floor
Chicago, IL  60611
---------------------------- --------------- ------------ -------------- --------------- ---------------- ------------- ------------
Northwest Holdings, Ltd.     250,000         8.06%        --             --              --               --            5.84%
4th Floor, Bank of Nova
Scotia Building, P.O. Box
1068
Georgetown, Grand Cayman
Cayman Islands
---------------------------- -------------- ------------ -------------- --------------- ---------------- ------------- -------------
All officers and directors   2,341,667(11)  56.54%       0              0               0                0             44.01%
as a group
(3 persons)
---------------------------- -------------- ------------ -------------- --------------- ---------------- ------------- -------------
</TABLE>



                                      -6-


<PAGE>


 (1) This table is based upon information supplied by the officer, directors and
principal shareholders and applicable filings made with the Securities and
Exchange Commission. Unless otherwise indicated in the footnotes to this table
and subject to community property laws where applicable, the Company believes
that each of the shareholders named in this table has sole voting and investment
power with respect to the shares indicated as beneficially owned. The number of
shares for each person is calculated in accordance with the rules of the
Securities and Exchange Commission and includes shares each person has the right
to acquire within 60 days from March 31, 2002.

(2) Percentages are calculated on the basis of the amount of outstanding shares
of Common Stock (3,100,000), plus for each person or group, any shares that
person or group has the right to acquire within 60 days from March 31, 2002.

(3) Percentages are calculated on the basis of the amount of outstanding shares
of Series A Preferred Stock (512,500), plus for each person or group, any shares
that person or group has the right to acquire within 60 days from March 31,
2002.

(4) Percentages are calculated on the basis of the amount of outstanding shares
of Series B Preferred Stock (666,668), plus for each person or group, any shares
that person or group has the right to acquire within 60 days from March 31,
2002.

(5) Percentages are calculated on the basis of the amount of outstanding shares
of Common Stock (3,100,000), Series A Preferred Stock (512,500) and Series B
Preferred Stock (666,668) for a total of 4,279,168 shares, plus for each person
or group, any shares that person or group has the right to acquire within 60
days from March 31, 2002.

(6) Includes 500,000 shares of Common Stock issuable upon conversion of shares
of Series A Preferred.

(7) Includes 333,334 shares of Common Stock issuable upon conversion of shares
of Series B Preferred.

(8) Includes 475,000 shares held by Halkis, Ltd., a sole proprietorship owned by
Mr. Pappajohn and 250,000 shares held by Thebes, Ltd., a sole proprietorship
owned by Mr. Pappajohn's spouse. Mr. Pappajohn disclaims beneficial ownership of
the shares owned by Halkis, Ltd. and Thebes, Ltd. Includes 50,000 shares of
Common Stock issuable upon exercise of options and 375,000 shares of Common
Stock issuable upon exercise of a warrant.

(9) Includes 566,667 shares of Common Stock issuable upon exercise of options.

(10) Includes 50,000 shares of Common Stock issuable upon exercise of options.

(11) Includes 1,041,667 shares of Common Stock issuable upon exercise of options
and warrants.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In March 2000, the Company sold 512,500 shares of its Series A
Preferred Stock in a private placement to two accredited investors. The net
proceeds received by the Company were approximately $1,000,000.

         In April 2001, the Company sold 333,334 shares of its Series B
Preferred Stock in a private placement to an accredited investor. The net
proceeds received by the Company were approximately $1,000,000. In October 2001,
the Company sold 333,334 shares of its Series B Preferred Stock in a private
placement to an accredited investor. The net proceeds received by the Company
were approximately $1,000,000.

         In January 2000, Mr. John Pappajohn, a member of the Company's board of
directors and the Company's majority stockholder, personally guaranteed a loan
made by West Des Moines Bank to the Company in the amount of $1,500,000 in the
form of a promissory note, which accrues interest at 4.75% annually. The
original note matured after one year, but the note has since been renewed for
successive one-year terms, the current of which will mature on March 31, 2003.
In exchange for guaranteeing the promissory note, the Company issued Mr.
Pappajohn a warrant for the purchase of 375,000 shares of the Company's common
stock, exercisable for nine years at an exercise price of $1 per share.


                                      -7-



<PAGE>


                                   SIGNATURES

         In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Amendment
No. 1 to its Annual Report on Form 10-KSB to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       Allion Healthcare, Inc.


Date: April 30, 2002                   /S/ MICHAEL P. MORAN
                                       -----------------------------------
                                       Michael P. Moran
                                       President, Chief Executive Officer,
                                       Chief Financial Officer, Secretary

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and dates indicated.

SIGNATURE

/S/ JOHN PAPPAJOHN
John Pappajohn, Director
April 30, 2002

/S/ DERACE SCHAFFER, M.D.
Derace Schaffer, M.D., Director
April 30, 2002

/S/ MICHAEL P. MORAN
--------------------------
Michael P. Moran, Director
April 30, 2002













                                      -8-


<PAGE>