U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-KSB
(Mark One)
 [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

      For the fiscal year ended September 30, 2001

 [ ]  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.
                (Name of small business issuer in its charter)

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

 1300 W. Walnut Hill Lane, Suite 275 Irving, Texas           75038
     (Address of principal executive offices)              (Zip Code)

                   Issuer's telephone number: (972) 751-1900

           Securities registered pursuant to Section 12(b) of the Act:

      Title of each class           Name of each exchange on which registered
              None                                     None

           Securities registered pursuant to Section 12(g) of the Act:

                   COMMON STOCK, PAR VALUE $.001 PER SHARE
                               (Title of class)

      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 [ ]

      Check if disclosure  of delinquent filers  in response to  Item 405  of
 Regulation S-B is  not contained  in this form,  and no  disclosure will  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. [X]

      State issuer's revenues for its most recent fiscal year: $5,500,000

      State the aggregate market  value of the  voting and non-voting  common
 equity held by non-affiliates  computed by reference to  the price at  which
 the common equity  was sold, or  the average bid  and asked  prices of  such
 common equity,  as  of  a specified  date  within  the past  60  days.  (See
 definition of affiliate in Rule 12b-2  of the Exchange Act). $500,000 as  of
 December 31, 2001*.

                        (ISSUERS INVOLVED IN BANKRUPTCY
                    PROCEEDINGS DURING THE PAST FIVE YEARS)

      Check whether the issuer has 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 [X] No [ ]

                  (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
 State the number of  shares outstanding of each  of the issuer's classes  of
 common equity, as of the latest practicable date:

 As of December 31, 2001, the Registrant had 93,825,766 shares outstanding of
 common stock.

 *    Based on  the  last  reported  price  of an  actual  transaction  in
      Registrant's common  stock  on  December  31,  2001 and  reports  of
      beneficial ownership filed  by directors  and executive  officers of
      Registrant  and  by  beneficial  owners  of  more  than  5%  of  the
      outstanding shares  of  common stock  of  Registrant; however,  such
      determination of shares owned  by affiliates does not  constitute an
      admission of affiliate  status or beneficial  interest in  shares of
      Registrant's common stock.

                    DOCUMENTS INCORPORATED BY REFERENCE
                                   None

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

<PAGE>

                      AMERICAN HEALTHCHOICE, INC.

                              FORM 10-KSB

                           TABLE OF CONTENTS

                                                                       Page
                                                                       ----
                                 PART I

 Item 1.   Description of Business..................................     1

 Item 2.   Description of Property..................................     5

 Item 3.   Legal Proceedings........................................     5

 Item 4.   Submission of Matters to a Vote of Security Holders......     5


                                 PART II

 Item 5.   Market for Common Equity and Related Stockholder Matters      6

 Item 6.   Management's Discussion and Analysis or Plan of Operation     7

 Item 7.   Financial Statements.....................................    10

 Item 8.   Changes In and  Disagreements with Accountants
             on Accounting and Financial Disclosure.................    25


                                 PART III

 Item 9.   Directors, Executive Officers, Promoters and Control
             Persons; Compliance with Section 16(a) of the
             Exchange Act...........................................    26

 Item 10.  Executive Compensation...................................    28

 Item 11.  Security Ownership of Certain Beneficial
             Owners and Management..................................    32

 Item 12.  Certain Relationships and Related Transactions...........    33

 Item 13.  Exhibits and Reports on Form 8-K.........................    34

 Signatures.........................................................    37

<PAGE>

                                 PART I


 ITEM 1. DESCRIPTION OF BUSINESS


 History

      American HealthChoice, Inc., a New  York corporation formerly known  as
 Paudan,  Inc.  (together   with  its  subsidiaries,   the  "Company"),   was
 incorporated on September 14, 1988 and was initially formed with the  intent
 of acquiring a  suitable business that  management determined had  potential
 for future growth.   Until March  1995 the Company  had no  operations.   On
 March 31,  1995, the  Company underwent  a comprehensive  reorganization  by
 acquiring American  HealthChoice, Inc.,  a Delaware  corporation  ("American
 HealthChoice (DE)"), formed  in 1993 to  organize and  acquire primary  care
 clinics and  to  provide,  on an  ongoing  basis,  comprehensive  management
 services.   At  the time  of  this transaction  American  HealthChoice  (DE)
 operated six clinics  which provided medical,  chiropractic, diagnostic  and
 physical therapy  services in  Texas and  Louisiana.   The Company  acquired
 American  HealthChoice  (DE)  in  a  reverse  acquisition  in  exchange  for
 4,962,000 shares  of  the Company's  $0.001  par  value common  stock.    In
 connection  with   the   reorganization,  the   stockholders   of   American
 HealthChoice (DE) acquired 91.6 % of the voting shares of the Company.   The
 Company changed its name  from Paudan, Inc.  to American HealthChoice,  Inc.
 during fiscal year 1995.


 General

      The Company owns, operates  and manages thirteen  clinics.  Twelve  are
 primary care  clinics,  of  which  two  are  medical  clinics  and  ten  are
 chiropractic clinics.  The Company also  has a physical therapy facility  at
 its largest  chiropractic clinic.   The  clinics are  located in  Texas  and
 Louisiana.  The  clinic locations are  leased except for  one clinic in  San
 Antonio.  See Item 2 "Description of  Property."  At September 30, 2001  the
 Company had  a  total of  sixty-two  employees.  Of this  number,  six  were
 employed by the  Company's medical clinics,  forty-nine by the  chiropractic
 and physical therapy clinics, and seven at the Company's corporate office.

      All key  employee/providers  serve  pursuant  to  employment  contracts
 covering compensation, benefits,  terms of  one year  or more  and, in  some
 cases, agreements  not to  compete upon  termination.   All compensation  is
 based  upon  fixed  salaries  as  set  forth  in  employment  contracts  for
 identifiable services.  Some of these employee/providers are eligible for  a
 bonus; however,  bonuses are  tied directly  to the  employee's  performance
 within the clinic and are not based on referrals.

      The Company  depends  upon  third party  payors  for  reimbursement  of
 approximately 98%  of patient  services.   The  Company believes  that  this
 percentage is comparable to other organizations providing comparable patient
 services.   A  substantial percentage  of  reimbursements for  services  are
 received  from  patient  insurance  settlements  administered  by  attorneys
 representing patients with third party claims.

      The address of the Company's principal office is 1300 West Walnut  Hill
 Lane, Suite  275, Irving,  Texas 75038.  The Company's  telephone number  is
 (972) 751-1900 and its  fax number is  (972) 751-1901.   The Company has  an
 internet website at www.americanhealthchoice.com.


 Business Strategy

      Cash Flow. The Company's  primary measurement of financial  performance
 is  earnings   before  interest,   taxes,  depreciation   and   amortization
 ("EBITDA").  In fiscal 2001, EBITDA  was approximately $800,000 compared  to
 the goal  of  $1,000,000.   However,  due  to  an  approximately  $1,000,000
 increase in patient  accounts receivable, after  deducting the current  year
 allowance for doubtful accounts, cash was not available for the current year
 installment payment of approximately $400,000.   The primary reason for  the
 increase in accounts receivable was a significant increase in the number  of
 personal injury cases in the Texas clinics, particularly in the San  Antonio
 area.  The percentage  of total patient revenue  from personal injury  cases
 increased from 61%  in fiscal 2000  to 77% in  2001.   Although the  average
 patient revenue is  greater for personal  injury cases, the  period of  time
 from completion of services until collection may range from 200 to 300 days.
 The  focus of Management in the first six  months of fiscal 2002 will be  to
 reduce the period of  time between completion of  treatment and payment  for
 personal injury cases.

      Growth.   Management will  continues its  efforts to  increase  patient
 services at the existing clinics without significant increases in  marketing
 and clinic expenses.   The Company is actively  pursuing the acquisition  of
 other established  clinics in  Texas from  individual doctors,  who  provide
 these same services.  The Company will only consider acquiring clinics  that
 are profitable and cash flow positive.


 Primary Sources of Company Revenue

      Patient Insurance  Settlements.   The  Company's  chiropractic  clinics
 derive a significant portion of their revenue from insurance settlements  to
 injured patients treated by  the clinic.  The  medical clinics receive  some
 revenue from patient insurance settlements but are not necessarily dependent
 on these types of settlements.  Typically, a patient seeks treatment from  a
 clinic based on  representations by  his/her attorney  or insurance  company
 that payment for  treating the patient  will be forthcoming  upon proof  the
 patient is entitled to  the patient's medical  claims.  The  representations
 are usually in the form of a Letter of Protection (LOP) or a Personal Injury
 Payment (PIP) from the patient/insured's insurance  policy.  Based on  these
 representations, the clinic will treat the patient without requiring payment
 at the time services are rendered.

      Due to the nature  of proving and documenting  the patient claims,  the
 patient's  medical  bill may not be paid  at the time services are rendered.
 The delay in  payment is  usually under one  year but  can be  significantly
 extended past one  year if the  attorney and insurance  company go to  trial
 over the patient's claims.  Upon  an agreement to pay the patient's  claims,
 the clinic is then paid.

      Since many insurance settlements are a compromise between the insurance
 company and the patient,  often the Company must  take a lesser amount  than
 the original fees for services rendered.  In some instances, if the  patient
 is under a LOP and their attorney decides not to pursue the claim, then  the
 clinic may have to write the account off as bad debt.  The Company  believes
 that accounts  receivable  from  patient settlements  have  been  adequately
 reserved to account  for the reduced  collections.   See Item  6-"Management
 Discussion and Analysis or Plan of Operation."

      Health Plans.  These plans traditionally market health benefit coverage
 to employer groups,  who provide such  benefits to their  employees such  as
 HMOs or PPOs or other health care plans.  Employees can usually enroll their
 spouses and dependents as well.   Many times employers  will pay for all  or
 nearly all of the cost of covering the employee through a health plan.  Some
 employers will pay for all of  the cost of dependent coverage, while  others
 require the employee to pay for some or all of dependent coverage.

      Once services are rendered to the patient, the clinic generates a  bill
 for the patient and his/her insurance company.  The patient usually makes  a
 nominal co-payment and then  the clinic files the  remaining claim with  the
 applicable insurance company.  Payments  from the insurance company  usually
 take less than thirty days.  Due to patient registration procedures and  set
 fees predetermined by  the insurance company,  the Company  can predict  the
 revenue earned for  the services  rendered.   If the  clinic's service  fees
 exceed the amounts set by the insurance companies, then the excess amount is
 either paid by the patient or written off as bad debt.

      Medicare/Medicaid.   The federal  government, through  the Health  Care
 Financing  Administration  ("HCFA"),  allows  federally  qualified   medical
 organizations to  enter  into  agreements to  provide  all  covered  medical
 services to  Medicare/Medicaid beneficiaries  who choose  to enroll  in  the
 program.  None  of the Company's  clinics are solely  dependent on  payments
 from Medicare/Medicaid, nor does any one clinic derive a material portion of
 its revenue from Medicare/Medicaid.

      Self-pay.  All of the Company's clinics involve some level of self-pay.
 Self-pay  is simply that the patient is responsible for payment at the  time
 the services are rendered.  The amount of self-paying patients varies widely
 depending on the specifics of a clinic, its location, and the patient  base.


 Chiropractic Services

      The Company currently owns and  operates ten primary care  chiropractic
 clinics,  which  are  located  in  suburban  areas  and  serve  the  general
 population for their  surrounding communities.   The services  are based  on
 preventative treatment and treatment of the nerve system and body structure,
 such as  the  spinal  column.   Most  of  the chiropractic  clinics  have  a
 chiropractor that is complemented with the appropriate support staff.

      The Company's  patient base  is developed  through its  reputation  for
 quality treatment, patient  referrals, printed  advertisements, and  special
 promotion such as open houses, circulars, community participation, etc.  The
 Company obtains significant referrals  due to its  willingness to work  with
 patients and their insurance company or attorney to provide treatment during
 the pendency of the patient's injury settlement.

      Chiropractic service  is a  highly competitive  business in  which  the
 Company competes with  numerous chiropractors  in the  same suburban  areas.
 Most, if not  all of the  Company's competition comes  from privately  owned
 chiropractic clinics, usually owned by the treating doctor.

      In recent years, there have been significant changes in the health care
 industry affecting chiropractic  services.   Pressures to  reduce costs  and
 show profits  has forced  some managed  care plans  to exclude  chiropractic
 treatment or institute procedures that can  discourage a patient to  utilize
 their health care plan.  Additionally, in September 1997 the State of  Texas
 implemented new regulations that govern marketing of medical services.   The
 Company  adjusted  its  marketing  efforts  to  ensure  compliance  with the
 changes in  the  new marketing laws.  Specifically, the  Company  ceased its
 telemarketing efforts and  strengthened its audit  procedures to ensure  any
 new patient referrals meet  the requirements of the  new law.  Citing  First
 Amendment protection  of  commercial  speech, the  United  States  Court  of
 Appeals, 5th Circuit, ruled  in September 1999 that  the 1997 amendments  to
 the Texas  statutes,  which  prohibited  direct  telemarketing  of  accident
 victims, were unconstitutional.  The Company has reestablished telemarketing
 procedures at its  Texas clinics and  expects an increase  in the number  of
 patients seeking treatment.

      The marketing services offered  by the Company  are designed to  assist
 the clinics  in developing  a patient  base through  promoting the  clinics'
 services.  The  Company provides advice  and assistance to  the clinics  for
 marketing and  advertising.   The Company  believes that  marketing must  be
 integrated into all aspects of the  clinic operations including finance  and
 office administration.  The Company's patient base is developed through  its
 reputation for quality treatment, patient referrals, printed advertisements,
 and special promotion  such as  discounts, free  initial examinations,  open
 houses,  circulars,  community  participation,  etc.   The  Company  obtains
 significant referrals due to its willingness to work with patients and their
 insurance company or attorney  to provide treatment  during the pendency  of
 the patient's injury  settlement.   As a  result, the  Company believes  the
 total management of the clinics provides  the economies of scale to  develop
 the clinic and provides the best use of these services, therefore, giving it
 a competitive advantage over a privately owned clinic.

      Although the Company believes that the services and benefits it  offers
 to providers make  the Company an  attractive purchaser  of such  practices,
 there can  be  no  assurance  that  the Company  will  be  able  to  compete
 effectively with competitors on terms beneficial to the Company.


 Medical Services

      The Company owns and operates two primary care medical clinics  located
 in San Antonio.   The patient  source for the  Southcross clinic comes  from
 people  familiar  with  the  clinic's  location,  commercial  contracts  and
 referrals  from  attorneys.   The  San  Pedro  clinic  services  are  almost
 exclusively personal  injury and  worker compensation  cases.   The  patient
 source for  this  clinic  comes from  attorney  referrals  and  chiropractic
 clinics, including company owned clinics in San Antonio.


 Government Regulation

      As a participant in the health care industry, the Company's  operations
 are  subject  to  extensive  and  increasing  regulation  by  a  number   of
 governmental entities at the federal, state  and local levels.  The  Company
 is also subject to laws and regulations relating to business corporations in
 general.  The  Company believes its  operations are  in material  compliance
 with applicable laws.


 ITEM 2. DESCRIPTION OF PROPERTY

      The Company  leases  approximately  3,500  square  feet  in  an  office
 building in Irving, Texas at a monthly rent $6,800 for use as its  principal
 headquarters.  The Company currently owns  a parcel of land in San  Antonio,
 Texas, on which the Company's Southcross clinic is located.

      The Company owns, operates  and manages thirteen  clinics.  Twelve  are
 primary care  clinics,  of  which  two  are  medical  clinics  and  ten  are
 chiropractic clinics.  The Company also  has a physical therapy facility  at
 its largest chiropractic  clinic.  The  following table  lists the  clinics,
 locations, monthly rents, services provided, and date acquired or  commenced
 operation by the Company.

<PAGE>
<TABLE>

Clinics in Operation      Location      Monthly      Services     Date Acquired
 in Fiscal 2001                         Rent         Provided
--------------------  ---------------  -------  ----------------- --------------
<S>                   <C>             <C>       <C>               <C>

United Chiropractic   Katy, TX         $3,700   Chiropractic &    October 1994
 Clinic                                          physical therapy

United Chiropractic   San Antonio, TX  $2,500   Chiropractic &    July 1994
 Clinic (Wurzbach)                               physical therapy

United Chiropractic   San Antonio, TX  $1,100   Chiropractic &    October 1994
 Clinic (San Pedro)                              physical therapy

Atlas Sports &        San Antonio, TX  $1,000   Physical therapy  October 1994
 Injury (Bandera)

United Chiropractic   San Antonio, TX  $2,000   Chiropractic      October 1994
 Clinic (Bandera)

San Pedro Medical     San Antonio, TX  $1,100   Primary medical   October 1994
 Clinic                                          care

Southcross Medical    San Antonio, TX  $2,000   Urgent & primary  December 1995
 Clinic                                          medical care

United Chiropractic   New Orleans, LA  $1,600   Chiropractic      July 1994
 (New Orleans East)

United Chiropractic   New Orleans, LA  $1,200   Chiropractic      July 1994
 (Uptown)

Valley Family Health  McAllen, TX      $3,000   Chiropractic      January 1996
 Center

Valley Family Health  San Benito, TX   $1,000   Chiropractic      September 2000
 Center

Crosstown             Corpus Christi,  $1,000   Chiropractic      September 2000
 Chiropractic Clinic    TX

Laredo Family Health  Laredo, TX       $4,000   Chiropractic      September 2000
 Clinic
                                       ------
Total rent                            $25,200
                                       ======

</TABLE>
<PAGE>

 ITEM 3. LEGAL PROCEEDINGS

      All legal proceedings reported in this  section of the Form 10-KSB  for
 the fiscal  year  ended September  30,  2000   have been  resolved  with  no
 material financial effect.   As of  September 30, 2001,  there are no  legal
 proceedings that involve material amounts of exposure for the Company.


 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matter was  submitted to  a vote  of security  holders, through  the
 solicitation of proxies or otherwise, during the quarter ended September 30,
 2001.

<PAGE>

                                PART II


 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Market Information. The  Company's common stock  is quoted  on the  OTC
 Bulletin Board under the symbol "AMHI".

 The following table presents the high and low bid prices for each quarter:

                Quarter Ended              High Bid    Low Bid
                ------------------         --------   --------
                December 31, 1999           $0.0469    $0.0156
                March 31, 2000              $0.5156    $0.0156
                June 30, 2000               $0.2344    $0.0938
                September 30, 2000          $0.1562    $0.0469
                December 31, 2000           $0.1562    $0.0312
                March 31, 2001              $0.0781    $0.0312
                June 30, 2001               $0.06      $0.01
                September 30, 2001          $0.03      $0.01

      Holders.   Based  on information  provided  by the  Company's  transfer
 agent, the Company  had approximately 100  holders of record  of its  common
 stock at September 30, 2001.

      Dividends.  The Company has paid no cash dividends since its inception,
 and it is  unlikely that any cash dividend will  be paid in the future.  The
 declaration in the  future of any  cash or stock  dividends will  be  at the
 discretion of the  Board depending upon  the earnings, capital  requirements
 and financial position of the Company, general economic conditions and other
 pertinent factors.  There  are no dividend restrictions  in any creditor  or
 other agreement to which the Company is a party.


 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


 Results of Operations

<TABLE>
      The following summary of earnings and related discussion of the results
 of operations should be read in conjunction with the Company's  Consolidated
 Financial Statements and Notes thereto included elsewhere in this document.

                                           Years Ended September 30,

                                        1999            2000          2001
                                     ----------      ----------    ----------
   <S>                              <C>             <C>           <C>
   Net Patient Revenues             $ 4,809,000     $ 3,674,000   $ 5,519,000
   Operating Expenses:
     Compensation and benefits        3,771,000       2,238,000     2,892,000
     Allowance for doubtful
      accounts at closed clinics      1,848,000               -             -
     General and administrative       1,517,000         817,000     1,509,000
     Rent                               430,000         282,000       386,000
     Other                              170,000         247,000       588,000
                                     ----------      ----------    ----------
         Total Operating Expenses     7,736,000       3,584,000     5,375,000
                                     ----------      ----------    ----------
   Operating Income (Loss)           (2,927,000)         90,000       144,000
   Other Income (Expense):
     Interest expense and other
       costs of borrowing              (611,000)        (12,000)      (85,000)
     Other income, net                  693,000         115,000        95,000
                                     ----------      ----------    ----------
         Total Other Income              83,000         103,000        10,000
                                     ----------      ----------    ----------
   Income (Loss) Before Income
     Taxes                          $(2,844,000)    $   193,000   $   154,000
                                     ==========      ==========    ==========
</TABLE>


 Fiscal Year  Ended  September  30, 2001  Compared  to  Twelve  Months  Ended
 September 30, 2000

      Net Patient Revenues.   For the fiscal year  ended September 30,  2001,
 net patient revenues increased from $3,674,000  for the same period in  2000
 to $5,519,000  in  2001.   Approximately  $1,952,000  of  the  increase  was
 attributable to  net  patient revenue  for  the three  clinics  acquired  in
 September 2000.   The increase  from the acquired  clinics was  offset by  a
 decrease of  $236,000 attributable  to the  Georgia clinics  sold in  fiscal
 2000.

      Compensation and Benefits.   For the  fiscal year  ended September  30,
 2001, compensation  and  benefits increased  from  $2,238,000 for  the  same
 period in  2000  to $2,892,000  in  2001.   Approximately  $665,000  of  the
 increase was attributable to compensation and benefits for the three clinics
 acquired in September  2000.   The increase  from the  acquired clinics  was
 offset by a decrease of $153,000 attributable to the Georgia clinics sold in
 fiscal 2000.

      General and Administrative.   For the fiscal  year ended September  30,
 2001, general and administrative increased from $817,000 for the same period
 in 2000 to $1,509,000  in 2001. Approximately $363,000  of the increase  was
 attributable to general  and administrative expenses  for the three  clinics
 acquired in September 2000 and $163,000 was attributable to higher marketing
 expense at the Texas clinics resulting from an increase in the number of new
 patients in 2001 compared to 2000.   The increase from the acquired  clinics
 and higher marketing expense was partially  offset by a decrease of  $65,000
 attributable to the Georgia clinics sold in fiscal 2000.

      Rent.  For the twelve months  ended September 30, 2001, rent  increased
 from $282,000 in  2000 to  $386,000 in  2001. Approximately  $64,000 of  the
 increase was attributable to rent expenses for the three clinics acquired in
 September 2000.

      Other Operating Expenses.  For  2001 other operating expenses  included
 $588,000 of  depreciation  and  amortization.   For  2000,  other  operating
 expenses included  $102,000  of  reorganization  expenses  and  $145,000  of
 depreciation and amortization. The increase in depreciation and amortization
 in 2001 compared to  2000 was primarily due  to amortization of goodwill  in
 the amount of  $392,000 attributable to  the clinics  acquired in  September
 2000.

      Other Income and  Expense.   Other income in  2001 included  a gain  on
 expiration of  options in  the amount  of $200,000.   Other  income in  2000
 included a  $36,000 gain  related to  the sale  of the  Georgia clinics  and
 $79,000 in debt forgiveness in connection  with  the  Chapter 11 Bankruptcy.
 Other expense in 2001 included $93,000 in net book value of clinic equipment
 dispositions during  the  fiscal  year.   Interest expense  other  costs  of
 borrowing increased from $12,000 in 2000  to $85,000 in 2001.  The  increase
 is attributable to  interest expense on  the note payable  in the amount  of
 $950,000 issued in connection with the  acquisition of the three clinics  in
 September 2000.


 Fiscal Year Ended September 30, 2000 Compared to Fiscal Ended September  30,
 1999

      Net Patient Revenues.   For the fiscal year  ended September 30,  2000,
 net patient revenues decreased from $4,809,000  for the same period in  1999
 to $3,674,000  in  2000.   Approximately  $1,326,000  of  the  decrease  was
 attributable to  net patient  revenue for  the sold  Georgia clinics.    Net
 patient revenue at  clinics operated in  both periods  increased $20,000  in
 2000 compared to 1999.  Net  patient revenue for the three clinics  acquired
 in September 2000 was $171,000.

      Compensation and Benefits.   For the  fiscal year  ended September  30,
 2000, compensation  and  benefits  decreased  from  $3,771,000  in  1999  to
 $2,238,000  in  2000.    Approximately   $1,175,000  of  the  decrease   was
 attributable to compensation  and  benefits for  the sold  Georgia  clinics.
 Approximately $413,000 of the decrease was due to fewer clinic employees and
 salary reductions taken by clinic physicians and executive officers in 2000.
 Compensation and benefits for  the clinics acquired  in  September 2000  was
 $55,000.

      General and Administrative.   For the fiscal  year ended September  30,
 2000, general and administrative expense  decreased from $1,517,000 in  1999
 to  $817,000  in  2000.    Approximately   $554,000  of  the  decrease   was
 attributable to general and administrative  expenses for the closed  Georgia
 clinics.  An increase in marketing  expense of $150,000 in 2000 compared  to
 1999 was offset by a $338,000  decrease in other general and  administrative
 expenses at clinics operated in both  periods  and  at the corporate office.
 General and administrative  expense for  the clinics  acquired in  September
 2000 was $42,000.

      Rent.  For  the fiscal year  ended September 30,  2000, rent  decreased
 $148,000 from $430,000 in 1999 to $282,000 in 2000.  Approximately  $144,000
 of the decrease was attributable to rent for the closed Georgia clinics.

      Other Operating  Expenses.   For the  fiscal year  ended September  30,
 2000, other operating expenses included $102,000 of reorganization  expenses
 and $145,000 of  depreciation and amortization.   For  1999 other  operating
 expenses included $170,000 of depreciation and amortization.

      Other Income and Expense.  Other income in 2000 included a $36,000 gain
 related to the sale of the  Georgia clinics and $79,000 in debt  forgiveness
 in connection  with the  Chapter 11  Bankruptcy.   Other income  in 1999  of
 $693,000 is  attributable to  a $272,000  gain  recognized on  the  Norcross
 clinic sale in February  1999 and a $485,000  gain on expiration of  options
 and warrants  during the  fiscal  year.   Interest  expense other  costs  of
 borrowing decreased from $611,000 in 1999 to $12,000 in 2000 as a result  of
 the cessation  of  accrued  interest  on  the  $3,385,000  principal  amount
 debentures on October 19,1999.


 Liquidity and Capital Resources

      For the fiscal  year ended  September 30,  2001, net  cash provided  by
 operating activities was  $9,000 as compared  to $123,000 net  cash used  in
 operating activities for the fiscal year ended September 30, 2000. Net  cash
 provided  by  operating  activities  in   the  2001  period  was   primarily
 attributable to net income of $154,000 plus non-cash expenses in the  amount
 of $3,096,000  for  allowance for  doubtful  accounts and  depreciation  and
 amortization in the amount  of $588,000 offset by  a $4,086,000 increase  in
 accounts receivable.   Net cash  used in  operating activities  in the  2000
 period was primarily attributable  to net income  of $193,000 plus  non-cash
 expenses in the amount of $1,631,000 for allowance for doubtful accounts and
 depreciation and  amortization  in  the  amount  of  $145,000  offset  by  a
 $1,888,000 increase in accounts receivable.

      Net cash used in investing activities for the year ended September  30,
 2001 of  $57,000  was  attributable  to  the  acquisition  of  property  and
 equipment.   Net  cash used  in  investing  activities for  the  year  ended
 September 30, 2000 of $696,000 was primarily attributable to the purchase of
 clinic assets in September 2000.

      Net cash provided by financing activities for the year ended  September
 30, 2001 in the amount  of $45,000 was the  net difference of proceeds  from
 new notes payable  and payments on  notes payable and  capital leases.   Net
 cash provided by financing activities for the year ended September 30,  2000
 was $830,000,  resulting  primarily  from  $925,000  in  proceeds  from  the
 acquisition notes payable.

      Operating  income  for  the  fiscal  year  ended  September  30,  2001,
 excluding depreciation, amortization  and allowance  for doubtful  accounts,
 was $3,828,000; however, accounts  receivable increased $4,086,000 over  the
 same period.  The primary reason for the increase in accounts receivable was
 a significant change in the source of patient revenue for fiscal 2001.   The
 percentage of total  patient revenue  from personal  injury cases  increased
 from 61%  in fiscal  2000 to  77% in  2001.   Although the  average  patient
 revenue is  greater for  personal  injury cases,  the  period of  time  from
 completion of services until collection may range from 200 to 300 days.

      As a result  of the longer  collection period  for accounts  receivable
 from personal injury cases,  funds were not available  in September 2001  to
 pay the  first installment  of bankruptcy  claims to creditors,  other  than
 related parties, in  the amount of  $190,000.  A  large percentage of  these
 claims are  from  creditors  that  the Company  no  longer  has  a  business
 relationship.  Management  believes  that  it will be able to work with  any
 creditors who pursue payment of claims due under the Plan of Reorganization.

      Sufficient funds should be available from collections during the  first
 six months of fiscal year 2002 to meet current obligations and any claims by
 bankruptcy creditors.  Management does  not anticipate any material  capital
 expenditures requiring cash in the next twelve months.


 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.
<PAGE>


 ITEM 7. FINANCIAL STATEMENTS

                         AMERICAN HEALTHCHOICE, INC.
                               AND SUBSIDIARIES


                                    INDEX


                                                                  Page
                                                                  ----
 FINANCIAL STATEMENTS:


 Independent Auditors Report                                       11


 Consolidated Balance Sheet - September 30, 2001                   12


 Consolidated Statements of Operations - Years Ended               13
      September 30, 2000 and 2001


 Consolidated Statement of Changes in Stockholders' Equity
      - Years Ended September 30, 2000 and 2001                    14


 Consolidated Statements of Cash Flows - Years Ended               15
      September 30, 2000 and 2001


 Notes to Consolidated Financial Statements                        16

<PAGE>


                      INDEPENDENT AUDITORS REPORT


 To the Board of Directors
 American HealthChoice, Inc. and subsidiaries


 We have  audited the  accompanying consolidated  balance sheet  of  American
 HealthChoice, Inc.  and  subsidiaries as  of  September 30,  2001,  and  the
 related  consolidated  statements  of  operations, changes in  stockholders'
 equity,  and  cash  flows  for  each  of  the  two years in the period ended
 September  30,  2001.   These  consolidated  financial  statements  are  the
 responsibility  of  the  Company's  management.  Our  responsibility  is  to
 express  an opinion on these  consolidated financial statements based on our
 audits.

 We conducted  our  audit in  accordance  with auditing  standards  generally
 accepted in the United States of  America.  Those standards require that  we
 plan and perform the audit to obtain reasonable assurance about whether  the
 consolidated financial statements  are free  of material  misstatement.   An
 audit includes examining, on a test  basis, evidence supporting the  amounts
 and disclosures  in  the  financial statements.    An  audit  also  includes
 assessing the accounting principles used  and significant estimates made  by
 management,  as  well   as  evaluating  the   overall  financial   statement
 presentation.  We believe that our audits provide a reasonable basis for our
 opinion.

 In our  opinion, the  consolidated financial  statements referred  to  above
 present  fairly,  in  all  material  respects,  the  consolidated  financial
 position of American HealthChoice, Inc. and subsidiaries as of September 30,
 2001, and the results of their operations  and their cash flows for each  of
 the two years in the period ended September 30, 2001 year in conformity with
 accounting principles generally accepted in the United States of America.


 Lane Gorman Trubitt, L.L.P.
 Dallas, Texas
 November 30, 2001

<PAGE>
<TABLE>

                         AMERICAN HEALTHCHOICE, INC.
                               AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET
                              SEPTEMBER 30, 2001


                                    ASSETS

 <S>                                                      <C>
 Current Assets:
 Cash                                                     $       37,303
 Accounts receivable, less allowance for doubtful
   of $6,220,720                                               8,117,153
 Other current assets                                             59,377
                                                           -------------
      Total current assets                                     8,213,833

 Property and equipment, net                                     333,638
 Goodwill, net                                                 3,725,081
 Other assets                                                    255,345
                                                           -------------
      Total assets                                          $ 12,527,897
                                                           =============

                  LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:
 Notes payable                                            $      977,487
 Capital lease obligation                                         20,000
 Current bankruptcy claims                                       795,500
 Accrued payroll and payroll taxes                               329,960
 Accounts payable and accrued expenses                           268,498
                                                           -------------
      Total current liabilities                                2,391,445

 Convertible debentures                                        1,310,400
 Long-term bankruptcy claims                                     380,650
                                                           -------------
      Total liabilities                                        4,082,495

 Commitments                                                           -

 Stockholders' Equity:
 Preferred stock, $.001  par value; 5,000,000
   shares authorized; none issued                                      -
 Common stock, $.001 par value; 115,000,000 shares
   authorized; 93,825,766 shares issued and outstanding           93,825
 Options to acquire common stock                                   8,000
 Additional paid-in capital                                   21,247,084
 Accumulated deficit                                         (12,903,507)
                                                           -------------
      Total stockholders' equity                               8,445,402
                                                           -------------
      Total liabilities and stockholders' equity          $   12,527,897
                                                           =============

      See accompanying notes to these consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>

                         AMERICAN HEALTHCHOICE, INC.
                               AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF OPERATIONS


                                                  Years Ended September 30,
                                                     2000            2001
                                                  ----------      ----------
 <S>                                             <C>             <C>
 Net Patient Revenues                            $ 3,674,003     $ 5,518,644

 Operating Expenses:
   Compensation and benefits                       2,238,643       2,892,076
   Depreciation and amortization                     144,674         587,610
   General and administrative                        817,155       1,508,557
   Reorganization                                    101,730               -
   Rent                                              282,150         386,437
                                                  ----------      ----------
      Total operating expenses                     3,584,352       5,374,680

 Other Income (Expense):
   Gain on sale of clinic                             36,508               -
   Interest expense and other costs of borrowing     (12,193)        (84,737)
   Other expense                                           -        (112,972)
   Other income                                       78,611         207,683
                                                  ----------      ----------
      Total other income                             102,926           9,974
                                                  ----------      ----------
 Income Before Taxes                                 192,577         153,938

 Federal and State Income Taxes                            -               -
                                                  ----------      ----------
 Net Income                                      $   192,577     $         -
                                                  ==========      ==========

 Basic and Diluted Net Income Per Share         $       0.01        $      -


 Weighted Average Common Shares Outstanding       31,727,592      86,979,311


      See accompanying notes to these consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>

                                                      AMERICAN HEALTHCHOICE, INC.
                                                           AND SUBSIDIARIES

                                       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                           FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 2001




                                                              Option to   Additional
                                           Common Stock        Acquire     Paid-in     Accumulated
                                        Shares      Amount     Common      Capital       Deficit          Total
                                                                Stock
                                      ----------    -------   --------    ----------   -----------     ----------
 <S>                                  <C>          <C>       <C>         <C>          <C>            <C>
 Balances at September 30, 1999       28,144,259   $ 28,144  $  200,104  $13,363,290  $(13,250,022)  $    341,516

 Common stock issued in connection
   with clinic acquisitions           34,000,000     34,000           -    5,066,000             -      5,100,000
 Common stock issued in connection
   with financing                      9,000,000      9,000           -      216,000             -        225,000
 Net income                                    -          -           -            -       192,577        192,577
                                      ---------------------------------------------------------------------------
 Balances at September 30, 2000       71,144,259     71,144     200,104   18,645,290   (13,057,445)     5,859,093

 Common stock issued in connection
   with debenture conversion          13,216,507     13,216           -    2,373,384             -      2,386,600
 Common stock issued in connection
   with employment incentives          8,965,000      8,965           -      216,410             -        225,375
 Gain recognized on cancellation of
   options                                     -          -    (200,104)           -             -       (200,104)
 Common stock issued in connection
   with financing                        500,000        500           -       12,000             -         12,500
 Issuance of director stock options            -          -       8,000            -             -          8,000
 Net income                                    -          -           -            -       153,938        153,938
                                      ---------------------------------------------------------------------------
 Balances at September 30, 2001       93,825,766  $  93,825  $    8,000  $21,247,084  $(12,903,507)  $  8,445,402
                                      ===========================================================================


      See accompanying notes to these consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>

                         AMERICAN HEALTHCHOICE, INC.
                               AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                    Years Ended September 30,
                                                       2000           2001
                                                    ----------      ---------
 <S>                                               <C>             <C>
 Cash Flows From Operating Activities:
 Net income                                        $   192,577     $  153,938
 Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
   Allowance for doubtful accounts                   1,630,962      3,096,157
   Gain on disposition of clinic assets                (36,508)             -
   Gain on cancellation of options                           -       (192,104)
   Net book value of equipment disposals and                 -         92,604
     retirements
   Employee compensation-stock                               -         87,600
   Depreciation and amortization                       144,674        587,610
 Change in operating assets and liabilities, net:
   Accounts receivable                              (1,888,293)    (4,086,229)
   Other current assets                                  1,784         75,251
   Accounts payable and accrued expenses              (167,822)       194,443
                                                    ----------      ---------
        Net cash provided by (used in) operating
          activities                                  (122,626)         9,270

  Cash Flows From Investing Activities:
   Notes receivable                                    125,000              -
   Property and equipment                                    -        (57,158)
   Purchase of clinic assets                          (900,000)             -
   Proceeds from sale of clinic assets                  79,430              -
                                                    ----------      ---------
        Net cash used in investing activities         (695,570)       (57,158)

 Cash Flows From Financing Activities:
   Proceeds from notes payable                         925,000         69,987
   Payments on notes payable and capital leases        (94,965)       (25,497)
                                                    ----------      ---------
        Net cash provided by financing activities      830,035         44,490
                                                    ----------      ---------
 Net Increase (Decrease) In Cash                        11,839         (3,398)
 Cash At Beginning Of Year                              28,862         40,701
                                                    ----------      ---------
 Cash At End Of Year                               $    40,701     $   37,303
                                                    ==========      =========

 Supplemental Disclosure Of Cash Flow Information:
   Income taxes paid                                $        -     $        -
   Interest paid                                         2,500          2,000

 Supplemental Disclosure Of Non-Cash Transactions:
   Offset notes payable against accounts
     receivable, equipment and goodwill                289,534              -
   Issuance of stock in connection with financing
     activities                                        225,000         12,500
   Issuance of stock in connection with purchase
     of clinic assets                                5,100,000              -
   Return of capital lease assets to lessor             91,288              -
   Reclassify accrued interest to debentures           312,000              -
   Reclassify capital leases and notes payable to
     bankruptcy claims                                 420,897              -
   Reclassify accounts payable and accrued
     expenses to bankruptcy claims                     815,482              -
   Conversion of debentures into stock                       -      2,386,600
   Offset reduction in valuation of clinic assets
     acquired against goodwill                               -        331,339
   Issuance of stock in connection with
     employment agreements                                   -        225,375


   See accompanying notes to these consolidated financial statements.

</TABLE>
<PAGE>

                         AMERICAN HEALTHCHOICE, INC.
                               AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 1. Organization and Summary of Significant Accounting Policies

 Organization - American  HealthChoice, Inc. and  Subsidiaries (the  Company)
 consists of  a  parent  company  and  thirteen  clinics  providing  medical,
 physical therapy, and chiropractic services in San Antonio, McAllen, Laredo,
 San Benito,  Corpus Christi and Houston,  Texas and New Orleans,  Louisiana.
 Substantially all of the Company's  revenues are derived from  chiropractic,
 physical therapy and medical services provided to individuals living in  the
 vicinity of the clinics.

 Consolidation Policy - The  accompanying  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, worker's  compensation
 policies, Medicare  or  Medicaid.   Allowances  for  discounts  on  services
 provided  are  recognized  in  the periods  the related  revenue is  earned.
 Allowances are  maintained at  levels considered  appropriate by  management
 based  upon  historical  charge-off  experience  and  other  factors  deemed
 pertinent by management.   Fiscal 2001 and 2000  net patient revenues; as  a
 percentage of total revenues, for medical and chiropractic services amounted
 to 7% and 93%, 18% and 82%, respectively.

 Cash Equivalents - For purposes of the statements of cash flows, the Company
 considers all highly liquid  debt instruments purchased  with a maturity  of
 three months or  less to  be cash equivalents.   The  Company maintains  its
 accounts at financial institutions located in Texas and Louisiana.  The bank
 accounts are  insured by  the Federal  Deposit Insurance  Corporation up  to
 $100,000.

 Capital Leases  -  The  assets and  related  obligations  for  property  and
 equipment under capital leases are initially recorded at an amount equal  to
 the present value of  future minimum lease payments.   Assets under  capital
 leases are  amortized over  the life  of the  lease or  useful life  of  the
 assets.   Interest  expense is  accrued  on  the basis  of  the  outstanding
 obligations under capital leases.

 Advertising Costs - The Company's policy is to expense all advertising costs
 in the period in which advertising  first takes place.  Advertising  expense
 was approximately $704,000  and $264,000 for  the years  ended September 30,
 2001 and 2000 respectively.

 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 straight-line methods.

 Income taxes  -  The  Company accounts  for  income  taxes  under  Financial
 Accounting Standards Board (FASB) Statement No. 109, "Accounting for  Income
 Taxes." FASB  Statement  No. 109  requires  that deferred  income  taxes  be
 recorded on  a  liability  method  for  temporary  differences  between  the
 financial reporting and tax bases of a company's assets and liabilities,  as
 adjusted when new tax rates are enacted.

 Goodwill - Goodwill arose from the  Company's acquisitions of three  clinics
 in September 2000 and is being amortized using the straight-line method over
 10 years.  During 2000, goodwill  of approximately $130,000 was written  off
 as a part of disposing of or closing clinics.

 Recent Accounting Pronouncements - During  the  fiscal year ended  September
 30,  2001,  the  Financial  Accounting  Standards  Board  ("FASB")  released
 Financial Accounting Standard  ("FAS") 142, "Goodwill  and Other  Intangible
 Assets".  This pronouncement  addresses the issue  of proper accounting  and
 reporting for intangible assets,  such as purchased  goodwill.  The  Company
 has elected to adopt this pronouncement as of October 1, 2001.

 The FASB has released FAS 141, "Business Combinations", FAS 143, "Accounting
 for  Asset  Retirement  Obligations",  and  FAS  144,  "Accounting  for  the
 Impairment or Disposal of Long-Lived Assets".  The Company believes that the
 impact of  these  new standards  will  not have  a  material effect  on  the
 Company's  consolidated  financial  position,   results  of  operations   or
 disclosures.

 Use of  Estimates  -  In  preparing  the  Company's  consolidated  financial
 statements, management is  required to make  estimates and assumptions  that
 effect the amounts reported in  these financial statements and  accompanying
 notes.  Actual  results could  differ from  those estimates.   The  accounts
 receivable allowance is a significant estimate.

 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 from  stock options based  on
 the treasury stock  method and  assumed conversion  of debentures.   If  the
 result of  assumed conversions  is dilutive,  the average  shares of  common
 stock  outstanding  are  increased.   The  effect  of  potentially  dilutive
 securities at September 30, 2001 and 2000 was immaterial.


 2. Clinic Acquisitions

 On September  1, 2000,  the Company  acquired  for cash  and stock  all  the
 operating assets of three Texas chiropractic clinics located in Laredo,  San
 Benito and Corpus  Christi.  The  total acquisition cost  was $6,000,000  of
 which $900,000 was paid in cash and $5,100,000 was paid through the issuance
 of 34,000,000 shares of the Company's common stock.

 The  Asset  Sale  and  Purchase  Agreement  (the  "Agreement")  states  that
 20,000,000 shares  from the  34,000,000 shares  issued  shall be  placed  in
 escrow for possible redemption by the  Company based on the Earnings  before
 Interest, Taxes, Depreciation and  Amortization ("EBITDA") for the  acquired
 clinics during the  two year period  commencing September 1,  2000.  If  the
 combined EBITDA of the acquired clinics  for the year ended August 30,  2001
 does not reach  $1,500,000, the  Company shall have  the right  to redeem  a
 proportionate number of 10,000,000 shares based on the percentage difference
 between the actual EBITDA for the period and $1,500,000.  The Company  shall
 have the same right of redemption  based on an additional 10,000,000  shares
 for the year ended August 30, 2002.  In addition, the Agreement provides for
 a purchase adjustment if the average bid  price is below $.15 per share  for
 the 90 trading  days before  September 1,  2001 and  September 1,  2002.   A
 proportionate number of additional shares will be issued for the  difference
 between the actual  average share  bid price  and $.15  based on  24,000,000
 shares  and  10,000,000  at  September  1,  2001  and  September  1,   2002,
 respectively.  The calculation  of additional shares to  be issued shall  be
 reduced for any shares redeemed per the EBITDA adjustment.

 The actual  average daily  closing bid  price for  the common  stock of  the
 Company for the 90 trading days before September 1,2001 was $.0273.  Per the
 Agreement, the Company has the obligation to issue an additional  76,923,000
 shares for the price difference on  the initial 14,000,000 shares issued  as
 of September 1, 2000 per the Agreement.  For the year ended August 31, 2001,
 the combined EBITDA for the acquired clinics was $992,000.  Since the actual
 EBITDA was 34%  less than $1,500,000,  the Company has  the right to  redeem
 3,400,000 shares of the 10,000,000 shares for this period.  Finally, per the
 agreement, the Company has the obligation to issue an additional  36,264,000
 for the price difference  on the 6,600,000 shares  due on the actual  EBITDA
 for the year ended August 31, 2001.

 Based on the above calculations, the Company has the obligation to issue  an
 additional  109,787,000  shares as of September  30, 2001 per the Agreement.
 The Company is  currently in  negotiations with  the sellers  to modify  the
 Agreement, which could possibly reduce the number of additional shares  that
 would be issued to satisfy the obligation of the Company.

 The acquisition has been accounted for as a purchase.  The fair value of net
 assets acquired, primarily patient accounts receivable, was recorded in  the
 amount of $3,850,000.   The excess  of the total  acquisition cost over  the
 fair value  of the  net assets  acquired  in the  amount of  $2,150,000  was
 recorded as  goodwill, which  will be  amortized over  ten years  under  the
 straight-line method.  Based on a subsequent review of assets acquired,  the
 amount of  goodwill was  increased $303,500  and the  fair value  of  assets
 reduced by the same amount.   Amortization expense was $424,000 and  $32,000
 for 2001 and 2000, respectively.

 The results of operations of the acquired clinics since the acquisition  are
 included  in  the consolidated financial statements as of September 1, 2000.
 Unaudited pro forma results of operations for the eight months ended  August
 31, 2000  and the  twelve months  ended December  31, 1999  as though  these
 clinics had been acquired as of January 1, 1999 follow:

                                  Twelve months ended     Eight months ended
                                   December 31, 1999        August 31, 2000
                                   -----------------        ---------------
      Net revenue                          6,999,000              4,172,000

      Net income (loss)                   (1,734,000)               288,000

      Basic and diluted earnings
       (loss) per share                        (0.03)                  0.00

 The preceding  amounts reflect  adjustments  for amortization  of  goodwill,
 additional depreciation on  revalued purchased assets,  imputed interest  on
 borrowed funds and income taxes.


 3. Reorganization

 On October 19, 1999,  American HealthChoice, Inc.,  the parent company,  and
 AHC Physicians  Corporation,  Inc.,  a  subsidiary  that  owns  the  Georgia
 clinics, filed  Chapter  11  Bankruptcy Petitions  with  the  United  States
 Bankruptcy Court, Northern District of Texas, Dallas Division (Case No.  99-
 37314).  The Company elected to file the petitions for two primary  reasons.
 First, it  was unable to restructure terms of the September 1997 and  August
 1998 Debenture  Agreements, which  would have  allowed  for new  funding  to
 acquire profitable  clinics.   Second, in  early October  1999, the  Company
 received an adverse  ruling on a  lawsuit.  The  Company filed a  Disclosure
 Statement and Plan of  Reorganization on February 16,  2000.  The  Company's
 Amended Joint  Disclosure  Statement  was  approved  by  the  United  States
 Bankruptcy Court on April 6, 2000 and subsequently distributed to  creditors
 and other parties in interest.  The Company's Amended Plan of Reorganization
 (the "Plan") was confirmed by the  United States Bankruptcy Court on  August
 8, 2000 and became effective September 9, 2000.

 An important provision of the Plan was the acquisition of three  established
 clinics with  expected  gross annual  revenue  of $4,000,000  and  projected
 EBITDA of approximately $1,200,000.  The purchase price was $6,000,000  with
 $900,000 in cash and $2,100,000 in common stock at closing and the remainder
 of $3,000,000 in  common stock, which  will be held  in escrow until  annual
 cash flow targets are achieved over a two year period.  The acquisition  was
 completed on September 1, 2000.

 In addition, the  Plan allows  the holders  of the  August 1998  Convertible
 Debenture, who are  owed $3,385,000 face  amount, plus  accrued interest  of
 $312,000 as of October 19, 1999, to convert their debentures into 20,475,000
 shares of common stock over a three year period ending August 24, 2003.

 Certain capital lease assets were returned  to the lessor and other  capital
 leases  were  converted  to  operating leases  as  part  of the  Plan.   The
 settlements with  these  lessors did  not  have  a material  effect  on  the
 financial position or operating results of  the Company.  Bankruptcy  claims
 of other  creditors and  certain  insiders in  the  amount of  $516,000  and
 $650,000,  respectively,  will  be  paid  in  full  in  three  equal  annual
 installments beginning September 2001.

 Shareholders of the Company's common stock as of October 19, 1999  exchanged
 shares issued before the filing date for an equivalent number of new  shares
 as approved in the Plan.

 As of September 30, 2001, the Company was delinquent on payments due on  the
 first annual installment to general creditors in the amount of $190,000  and
 to related party creditors in the amount of $217,000.


 4. Property and Equipment

 Property and equipment consists of the following:
                                                              September 30,
                                                 Useful Life        2001
                                                 -----------    ----------
    Land                                                   -   $   120,000
    Building and leasehold improvements           2-39 years        61,163
    Furniture and equipment, including
      equipment under capital leases              5-15 years       609,299
    Automobiles                                      5 years        26,193
    Less accumulated depreciation and
      amortization                                                (483,017)
                                                                ----------
                                                               $   333,638
                                                                ==========

 The following is a summary of equipment
   under a capital lease:
    Equipment                                                  $   110,728
    Less accumulated amortization                                  (91,996)
                                                                ----------
                                                               $    18,732
                                                                ==========

 Substantially all assets leased are pledged as collateral under the existing
 capital lease agreement.


 5. Clinic Divestitures

 On December 3, 1999 an order was  entered by the Bankruptcy Court to  return
 the Conyers,  Georgia  clinic to  the  previous  owner in  settlement  of  a
 lawsuit.   In compliance  with  the order,  the  Company recorded  an  asset
 writeoff of accounts receivable and equipment of $125,000, and  un-amortized
 goodwill of $130,000.  In return, the previous owner agreed to  cancellation
 of a note  payable in  the amount of  $290,000.   As a  result, the  Company
 recognized a  gain on  disposition  of $35,000.  On  February 4,  2000,  the
 Bankruptcy Court approved the sale of the McDonough, Georgia clinic  assets,
 excluding accounts receivable, for a $67,500 cash payment.  The sales  price
 approximates the book value  of the clinic equipment.   The net revenue  and
 operating income from  the Georgia clinics  were approximately $234,000  and
 $1,000 for fiscal 2000.


 6. Notes Payable

                   Description                   9/30/2000       9/30/2001
                                                 ---------       ---------
      Acquisition note payable                  $  900,000      $  950,000

      Other notes payable                            7,500          27,487
                                                 ---------       ---------
                                                   907,500         977,487
      Current maturities                                 -        (977,487)
                                                 ---------       ---------
      Long-term notes payable                   $  907,500      $        -
                                                 =========       =========

    The acquisition note payable is to an investment group, in which  certain
    officers  and directors, and a  beneficial owner of more  than 5% of  the
    common stock  have a financial interest.  The  note bears interest at  8%
    per annum and  is due August 31, 2002.  As additional consideration,  the
    investment group was  issued 9,500,000 shares of restricted common  stock
    with  a fair value  of $0.025 per  share.  These  financing costs are  in
    Other Assets  as of September 30, 2001 and  are being amortized over  the
    term of the loan.  See Footnote 7 "Related Party Transactions."


 7. Related Party Transactions

 Belair Capital Group, Ltd. ("Belair"),  a Nevada limited liability  company,
 is the  holder of  a $900,000  note payable  issued in  connection with  the
 acquisition of three clinics in September  2000 and another loan of  $50,000
 in December  2000.   In addition,  the Company  issued 9,500,000  shares  of
 common stock to  Belair as  further consideration.   See  Footnote 6  "Notes
 Payable" and Footnote 2 "Clinic Acquisitions."  The note payable of $950,000
 and the 9,500,000 shares of common stock are the sole assets of Belair.  The
 following shareholders are  also members of  Belair: the  president and  CEO
 (45% member interest), a principal shareholder and board member (17%  member
 interest), and the seller of the clinics, a beneficial owner of more than 5%
 of the outstanding stock at September 30, 2001 (26% member interest).

 On October 1, 2000, the Company entered into new employment agreements  with
 the President and CEO,  the Chief Financial Officer  and, a director of  the
 Company, who is also the director  of the  New Orleans,  Louisiana  clinics.
 As  consideration  for  entering  into these agreements, the  Company issued
 5,200,000 shares of  common stock to the  President and CEO,  500,000 shares
 of common stock to the CFO and 3,215,000 shares to the director.


 8. Commitments

 Leases:

 Rent expense for  the years ended  September 30, 2000  and 2001 amounted  to
 approximately $282,000 and $386,000,  respectively. The Company also  leases
 equipment under a capital lease with an 11.0% interest rate.  Future minimum
 lease payments under operating leases with  terms in excess of one year  and
 capital leases are as follows:

              Years ended September 30,     Operating         Capital
              ------------------------       --------         -------
              2002                          $ 323,200        $ 22,200
              2003                            221,500               -
              2004                            103,800               -
              2005                              4,200               -
                                             --------         -------
              Total minimum lease           $ 652,700          22,200
                                             ========
              Future interest                                  (2,200)
                                                              -------
                                                             $ 20,000
                                                              =======

 Employment Agreement:

 The Company has a three-year employment agreement ending September 30,  2003
 with its  chief executive  officer.   In  the event  of termination  of  the
 agreement for any reason, he  will be entitled to  a severance pay equal  to
 six months of his full salary.  After a change of control of the Company, as
 defined in  the  employment  agreement, if  the  chief  executive  officer's
 employment is  terminated,  he terminates  his  employment, his  duties  are
 changed or certain other specified events take place, he will be entitled to
 a severance  payment  equal  to twice  his  effective  annual  compensation,
 together with a continuation of all employee benefits for one year.


 9. Convertible Debentures

 As part  of  the Plan  of  Reorganization  confirmed by  the  United  States
 Bankruptcy Court on  August 8,  2000 and  effective September  9, 2000,  the
 holders of  the  August  1998 Regulation  D  Debentures  agreed  to  replace
 debentures in the  principal amount of  $3,385,000 and  accrued interest  of
 $312,000 as of October 19, 1999 with new three year debentures dated  August
 24, 2000.  The issuance of these new debentures replaced and superceded  any
 prior debt obligation  of the  Company to the  holders of  the Regulation  D
 debentures.  The new  debentures are convertible  into 20,475,000 shares  of
 common stock  at the  holders option  at any  time during  the term  of  the
 debentures.

 Per the  new debenture  agreement, in  satisfaction of  its obligation,  the
 Company issued 20,475,000 shares of common stock on September 19, 2000 to an
 escrow trustee designated by the debenture holders.  At any time during  the
 three period ended August 24, 2003, upon receipt of a conversion notice from
 the debenture  holders,  the  escrow trustee  will  instruct  the  Company's
 transfer agent to issue a  portion of the 20,475,000  shares in the name  of
 individual debenture holders.  Pursuant to Section 1145 of the United States
 Bankruptcy Code, the shares then issued to the debenture holders are  exempt
 from registration under the Securities Act of 1933.  Upon conversion by  the
 debenture holders of a specified number of the 20,475,000 shares held by the
 escrow trustee, the Company will transfer a proportionate amount in  dollars
 of the  $3,697,000 principal  of  the new  debentures  to common  stock  and
 additional paid in capital included in stockholders' equity.  Until the time
 of conversion, the debenture holders will  have no shareholder rights as  to
 the 20,475,000 issued  by the  Company in  settlement of  its obligation  in
 September 2000.

 Based on conversion  notices received, the  principal amount of  outstanding
 debentures  was  reduced  by  $2,386,600  and  the  number  of  issued   and
 outstanding common stock increased by 13,216,507 shares for the fiscal  year
 ended September 30, 2001.


 10. Stockholders' Equity

 In September 2000, the Company issued  34,000,000 shares of common stock  in
 connection with  the  acquisition  of  clinics.    See  Footnote  2  "Clinic
 Acquisition" and Footnote 7 "Related Party Transactions."

 In September 2000, the  Company issued 9,000,000  shares in connection  with
 financing related  to the  acquisition of  clinics.   In December  2000,  an
 additional 500,000  were issued  in connection  with a  $50,000  loan.   See
 Footnote 2 "Clinic Acquisition", Footnote 6  "Notes Payable" and Footnote  7
 "Related Party Transactions."

 On October 1, 2000, the Company entered into new employment agreements  with
 the President and CEO,  the Chief Financial Officer  and, a director of  the
 Company, who  is also  the director of the  New Orleans,  Louisiana clinics.
 As  consideration  for entering  into these agreements, the  Company  issued
 5,200,000 shares of  common stock to the  President and CEO,  500,000 shares
 of  common  stock  to  the  CFO  and 3,215,000  shares  to the director.  In
 January 2001,  the  Company  issued  50,000  shares  to a clinic employee as
 consideration for entering into  an  employment  agreement.  See  Footnote 7
 "Related  Party Transactions."

 During the fiscal year ended September 30, 2001, options to purchase 250,000
 shares of common stock previously granted  to Directors under the 1995  Non-
 Employee Director Stock Option Plan ("Director Plan") were cancelled by  the
 Company.  The  cancellation resulted  in $200,104  in other  income for  the
 year.   The Company  also issued  new options  to five  directors under  the
 Director Plan to purchase 160,000 shares at a price of $.05 per share.

 The holders of any preferred stock,  which might be issued, shall have  such
 rights, preferences and  privileges as may  be determined  by the  Company's
 board of directors. Currently there are no holders of preferred stock.


 11. Concentration of Credit Risk

 In the normal  course of  providing health  care services,  the Company  may
 extend credit to patients without  requiring collateral.  Each  individual's
 ability to  pay  balances due  the  Company  is assessed  and  reserves  are
 established to provide for management's estimate of uncollectible  balances.
 Future  revenues of the Company are largely dependent on third-party  payors
 and private insurance companies, especially  in instances where the  Company
 accepts assignment.

 The Company's trade receivables  at September 30, 2000  and 2001 consist  of
 the following, stated as a percentage of total accounts receivable:


                                                   2000           2001
                                                   ----           ----
           Personal injury claims                   61%            77%
           Medical claims filed with insurance
             companies                              14              8
           Workman's compensation claims             8              8
           Other claims                             17              7
                                                   ----           ----
                                                   100%           100%
                                                   ====           ====

 12. Income Taxes

 There  are  two  components of income  tax provision, current  and deferred.
 Current  income tax  provisions  approximate  taxes  to  be paid or refunded
 for the applicable period.  Balance  sheet  amounts  of  deferred  taxes are
 recognized on  the temporary  differences between  the bases  of assets  and
 liabilities as  measured by  tax laws  and their  bases as  reported in  the
 financial statements.  The measurement of deferred tax assets is reduced  if
 necessary, by  the amount  of  any tax  benefits  that, based  on  available
 evidence, are not expected to be realized.  Deferred tax expense or  benefit
 is then recognized  for the  change in  deferred tax  liabilities or  assets
 between periods.

 The principal  differences resulting  in deferred  taxes are  the  financial
 statement bases versus the tax bases  of amortization of goodwill,  vacation
 accrual, employee stock options, and net operating loss carryovers.


 The net deferred tax assets in  the consolidated balance sheet at  September
 30, 2001 are as follows:

                                                   Current        Non-current
                                                  ---------       -----------
      Deferred tax assets:
        Vacation accrual                         $    4,500      $          -
        Goodwill                                          -            97,200
        Contributions carry-forwards                      -             1,300
        Net operating loss carry-forwards                 -         5,154,800
                                                  ---------       -----------
          Total assets                                4,500         5,253,300
      Deferred tax liabilities:
        Employee stock options                            -           (20,400)
                                                  ---------       -----------
          Net deferred tax assets                     4,500         5,232,900
          Less valuation allowance                   (4,500)       (5,232,900)
                                                  ---------       -----------
                                                 $        -      $          -
                                                  =========       ===========

 At September 30, 2001, the Company  has net operating loss and  contribution
 carry forwards  of approximately  $13,746,000 and  $3,400, respectively,  to
 offset future taxable income.  These carry forwards expire through the  year
 2014.  A valuation allowance was established to reduce the net deferred  tax
 asset for the amounts that will  more likely than not be  realized.  The net
 increase in  the valuation allowance  for the year ended  September 30, 2001
 was  approximately $20,000.  This reduction is  primarily  necessary  due to
 restrictions  in  the  Company's ability to utilize all of the net operating
 loss  carry forwards imposed by  Section 382  of  the Internal Code  due  to
 ownership  changes resulting from  clinic  acquisitions  in September  2000.
 See Footnote 2 "Clinic Acquisitions."


 13. Stock Options and Warrants

 In August 1995, the Company adopted its 1995 Employee Stock Option Plan (the
 "Employee Plan") under which options to purchase shares of common stock  may
 be issued to employees and consultants of the Company.  The Company reserved
 1,000,000 shares of Common Stock for issuance under the Employee Plan.  Also
 in August 1995,  the Company adopted  the 1995  Non-Employee Director  Stock
 Option Plan (the "Director Plan") which provides for the grant of options to
 directors of up to  250,000 shares that do  not qualify as "incentive  stock
 options" under the Internal Revenue Code of 1986.

<TABLE>
 The following schedule summarizes the changes  in the Employee Plan and  the
 Director Plan for the two years ended September 30, 2001:

                                                         Option Price
                                                   -------------------------
                                       Number of   Per Share    Total Option
                                         Shares                      Price
                                      ---------    ----------     ----------
 <S>                                  <C>         <C>            <C>
 Outstanding at September 30, 1999    1,134,500   $0.05 - $2.34  $   553,000
   (1,134,500 exercisable)

 For the year ended September 30, 2000:
       Granted                          777,500       $0.05           38,900
       Cancelled                        675,000   $0.05 - $2.00      188,800
       Expired                                -         -                  -
       Exercised                              -         -                  -
 Outstanding at September 30, 2000    1,237,000   $0.05 - $2.34  $   403,100
   (1,237,000 exercisable)

 For the year ended September 30, 2001:
       Granted                          240,000       $0.05           12,000
       Cancelled                        250,000   $0.05 - $2.34      353,700
       Expired                          209,500       $0.05           10,500
       Exercised                              -         -                  -
   Outstanding at September 30, 2001  1,017,500       $0.05      $    50,900
   (1,017,500 exercisable)

</TABLE>

 In compliance  with  SFAS  No. 123,  the  Company  recognizes  and  measures
 compensation costs  related to  the Employee  Plan utilizing  the  intrinsic
 value  based  method.  Accordingly, no  compensation cost has been recorded.
 Had compensation  expense  been  determined on  the  fair  value  of  awards
 granted, net income and net income per share would have been as follows:


                                 2001                      2000
                                 ----                      ----
                       As Reported   Pro forma   As Reported   Pro forma
                       -----------   ---------   -----------   ---------
 Net income             $ 153,938    $ 144,089    $ 192,577    $ 138,275
 Net income per share   $    0.00    $    0.00    $    0.01    $    0.00


 The fair value of  all options and warrants  are estimated using the  Black-
 Scholes option-pricing  model  with  the following  assumptions:  risk  free
 interest rate 5.75%;  expected life 5  years; expected  volatility 466%  for
 2001 and 265% for 2000; dividend yield 0%.  The fair values generated by the
 Black-Scholes model may  not be indicative  of the future  benefit, if  any,
 which may be received by the  holders.  The weighted average exercise  price
 for all options outstanding was $0.05 and $0.33 as of September 30, 2001 and
 2000,  respectively.     Since  certain  options   have  an   indeterminable
 expiration, the weighted average expiration date could not be determined.


 14. Stock Purchase Plans

 In August 1995, the  Company adopted its 1995  Employee Stock Purchase  Plan
 (the "Stock  Purchase  Plan"),  effective  October  1,  1995,  which  allows
 employees to acquire common stock of the  Company at 85% of its fair  market
 value from payroll deductions received from the employees.  The Company  has
 reserved a  total of  250,000 shares  of  its common  stock  to be  sold  to
 eligible employees under the Stock Purchase Plan.  As of September 30, 2001,
 no employees were participating in the  Stock Purchase Plan.  In July  1997,
 the Company adopted its  1997 Executive Stock  Bonus Plan ("Executive  Stock
 Bonus Plan") under which options to  purchase shares of common stock may  be
 issued to employees of the Company.  The Company reserved 260,870 shares  of
 Common Stock for issuance under the  Executive Bonus Plan.  As of  September
 30, 2001, 190,475 shares  have been issued under  the Executive Stock  Bonus
 Plan.


 15. Disclosures About Fair Value of Financial Instruments

 Generally, the fair  value of  financial instruments  classified as  current
 assets or  liabilities  approximate carrying  value  due to  the  short-term
 maturity of the instruments.  The fair value of bankruptcy claims was  based
 on current borrowing rates  available for financing  with similar terms  and
 maturities.  The fair value of  the convertible debentures was estimated  at
 the market  value  of  7,258,000  shares of  common  stock  into  which  the
 debentures are convertible.

                                      Carrying Value     Fair Value
                                      --------------     ----------
     Long-term bankruptcy claims       $   380,650       $  297,100
     Convertible debentures              1,310,400          108,900



 ITEM 8.  CHANGES IN  AND DISAGREEMENTS  WITH ACCOUNTANTS  ON ACCOUNTING  AND
 FINANCIAL DISCLOSURE

 None to report

<PAGE>

                                  PART III


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


      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS


 The following table sets forth information regarding the executive  officers
 and directors of the Company.


         Name               Age        Position                Since
 ----------------------     ---    -------------------       -----------
 Joseph W. Stucki, D.C.      43    President, Chief          March 1995
                                   Executive Officer
                                   and Chairman of the
                                   Board of Directors

 John C. Stuecheli           54    Chief Financial           January 1999
                                   Officer, Vice
                                   President
                                   and Secretary

 Jeffrey Jones, D.C.         40    Director                  March 1995

 Michael R. Smith, M.D.      43    Director                  December 1996

 John V. Mansfield           54    Director                  June 1998

 James Roberts               42    Director                  June 1998


      Joseph W.  Stucki,  D.C.   Dr.  Stucki  is  Chairman of  the  Board  of
 Directors, Chief Executive Officer and President of the Company.  Dr. Stucki
 has been a licensed chiropractor for  approximately 18 years.  In May  1983,
 he founded  United  Chiropractic Clinics,  Inc.  and, as  its  Chairman  and
 President,  purchased  or  developed  and  opened  approximately  84  multi-
 disciplined   clinics   (chiropractic,   medical,   physical   therapy   and
 diagnostic).  From  1988  through  1995, Dr. Stucki served  as  Chairman and
 Chief Executive Officer of United Health  Services.  United Health  Services
 developed approximately 150  franchises throughout the  United States.   Dr.
 Stucki has been a consultant to health care organizations on various  issues
 including  practice  management,  strategic  development,  and  mergers  and
 acquisitions.   Dr.  Stucki  has authored  several  papers  and  manuals  on
 practice management and has been a guest speaker on health care issues.  Dr.
 Stucki is a member of various national, state, and local organizations.

      John C. Stuecheli  Mr. Stuecheli  became Chief Financial Officer,  Vice
 President of Finance  and Secretary  of the Company  in January  1999.   Mr.
 Stuecheli was first employed by the Company in November 1998 as  Controller.
 From  November 1996  to October 1998,  Mr. Stuecheli was  Vice President  of
 Finance and  Chief Financial  Officer for  Irata, Inc.,  a manufacturer  and
 operator of photo booths and other  vending equipment.  From September  1993
 to October 1996, he was an independent consultant specializing in  financial
 restructuring.

      Jeffrey Jones, D.C.  Dr. Jones is a Director of the Company.  He is the
 Clinic Director  of  the United  Chiropractic  Uptown Clinic,  New  Orleans,
 Louisiana, owned by a subsidiary of the Company.  He obtained his  Louisiana
 Doctor of Chiropractic license in July 1985, and began his association  with
 the United Chiropractic Uptown clinic shortly thereafter.  In the past,  Dr.
 Jones has acted as Regional Manager  of other United Clinics in the  greater
 New Orleans  area.   He  is  a member  of  the Chiropractic  Association  of
 Louisiana,  The   Union  of   Chiropractic  Physicians   and  the   American
 Chiropractic Association.

      Michael R. Smith, M.D.  Dr. Smith  became a Director of the Company  in
 December 1996.  Dr. Smith, a practicing physician board certified in  family
 practice, was employed by the Company from September 1994 to December  2000.
 He provided medical services at two of the Company's clinics and  served  as
 the Medical Director for the Company's Texas clinics.  He continues to serve
 on the Board of Directors of AHC Physicians Corporation, Inc., a  subsidiary
 of the  Company.   From June  1992 through  August 1994,  Dr. Smith  was  an
 employee and then partner at the  Texas Trauma  Rehabilitation  Association.
 Dr. Smith graduated from The University of Texas Medical Branch in 1984.

      John V. Mansfield.  Mr. Mansfield  became a Director of the Company  in
 June 1998.  He has been the President and Chief Executive Officer of Harland
 Properties, Inc. since February 1992 and of Axis Capital LLC since May 1997.
 Harland  Properties, Inc., a privately owned located in London, Ontario,  is
 engaged in  the  business  of  real  property  management,  development  and
 consulting.   Axis  Capital  LLC, a  privately  owned  located  in  Atlanta,
 Georgia, provides advisory services  for companies in transition,  including
 start-ups, turnarounds, new growth initiatives and mergers and acquisitions.

      James Roberts.  Mr.  Roberts became a Director  of the Company in  June
 1998.  He  has been  the Managing Director  of The  Center For  Church-Based
 Training, located  in  Dallas, Texas,  since  February  1999.   He  was  the
 President  of  Health Dental Plus, Inc. from September 1993 to January 1999.
 Center  For  Church-Based  Training,  a  non-profit  organization,  provides
 advisory services to  churches and  other religious  organizations.   Health
 Dental Plus, Inc. is  engaged in the marketing  of dental benefits plans  to
 employer groups and individuals.

      Members of the Company's Board of Directors are elected to hold  office
 until the  next  meeting of  stockholders  and until  their  successors  are
 elected and  qualified.   Officers  are  elected  to serve  subject  to  the
 discretion of the Board  of Directors until  their successors are  appointed
 and have qualified.

      The committees of the Company's Board of Directors are as follows:

           Audit Committee          John V. Mansfield, Chairman
                                    James Roberts

           Compensation Committee   James Roberts, Chairman
                                    John V. Mansfield
                                    Dr. Joseph W. Stucki

      The Company does not have a Nominating Committee.


  Compliance With Section 16(a) Of The Securities Exchange Act Of 1934

      Section 16(a) of the Securities Exchange Act of 1934 requires that  the
 Company's officers and directors, and persons who own more than ten  percent
 (10%) of a registered class of the Company's equity securities file  reports
 of ownership  and changes  in ownership  with  the Securities  and  Exchange
 Commission ("SEC") and with the exchange  on which the Company's  securities
 are traded. Such reporting persons are required by SEC regulation to furnish
 the  Company  with copies of all Section 16(a) forms so filed.  Based solely
 on a  review of Forms  3, 4  and  5 and amendments  thereto furnished to the
 Company pursuant to Rule 16a-3(e) promulgated under  the Securities Exchange
 Act of 1934, or upon written representations  received  by the Company,  the
 Company is aware of the following failures to file by reporting persons.

      (1) Dr. Jones failed to  file a form 4  for the quarter ended  December
          31, 2000  for  the purchase of 6,140,729 shares with a  transaction
          value  of  $321,000.  The  transactions  were  reported on a Form 5
          filed November 15, 2001.

      (2) Dr. J. W. Stucki  failed  to  file a  form 4 for  the quarter ended
          December 31, 2000  for  the  purchase of  9,227,449  shares  with a
          transaction value of $975,000.  The transactions were reported on a
          Form 5 filed November 15, 2001.


 ITEM 10. EXECUTIVE COMPENSATION

                         Executive Compensation

      The following table sets forth information concerning all cash and non-
 cash compensation awarded  to, earned  by, or  paid to  the Company's  Chief
 Executive Officer  and Chief  Financial Officer  for the  last three  fiscal
 years.  No other executive officer of the Company who was serving at the end
 of fiscal 2001  earned more than  $100,000 of annual  base compensation  for
 services in all capacities to the Company and its subsidiaries.

<TABLE>

                    Summary Compensation Table
                                                             Long-Term Compensation
                                                             ------------------------
                               Fiscal Year     Annual        Restricted   Securities
  Name and Principal             Ending     Compensation       Stock     Under-lying     All other
    Position                  September 30    Salary ($)     Awards ($)   Options (#)  Compensation ($)
  --------------------------    -------      ----------      -----------   ----------    ----------
  <S>                           <C>           <C>            <C>           <C>           <C>
  Dr. Joseph W. Stucki            2001         262,950        130,000 (6)   20,000 (8)
  Chairman of the Board,          2000         262,950
  President and                   1999         262,950          4,690 (1)   200,000(3)    55,000 (4)
  Chief Executive Officer

  John C. Stuecheli               2001         110,000         12,500 (7)
  Vice President, Chief           2000         101,250                      42,500 (5)
  Financial Officer               1999          62,500  (2)
  and Secretary

</TABLE>
 ___________________________

 (1)  Dr. Stucki was entitled to a stock bonus of 50,000 shares on June 1  of
      each year of his employment agreement  for the three year period  ended
      May 31, 2000.   The closing  bid price per  share on June  1, 1999  was
      $0.0938.

 (2)  Mr. Stuecheli assumed his position  as Vice President, Chief  Financial
      Officer and Secretary of the Company on January 1, 1999.

 (3)  On December 17,  1998, the Board  of Directors passed  a resolution  to
      lower the  exercise  price  to  $0.05  per  share  on  610,000  options
      outstanding under the  1995 Employee Stock  Plan (the "Employee  Plan")
      and 100,000  options  outstanding  under the  1995  Non-Employee  Stock
      Option Plan  (the "Director  Plan").   The  exercise price  on  150,000
      options held by  Dr. Stucki under  the Employee Plan  was lowered  from
      $2.00 per share and 50,000 options under the Director Plan was  lowered
      from $2.34.   For disclosure purposes,  the aforementioned 200,000  re-
      priced options are  reported as  grants to  Dr. Stucki  in fiscal  year
      1999.

 (4)  Value of common  stock issued  as additional  consideration for  bridge
      loans.

 (5)  Options granted under  the Employee Plan  in connection  with a  salary
      reduction during the pendency of Chapter 11 Bankruptcy.

 (6)  As  consideration  for  entering  into  a  new  three  year  employment
      agreement, Dr. Stucki was issued  5,200,000 shares of restricted  stock
      at a price of $0.025 per share.

 (7)  As  consideration  for  entering  into  a  new  three  year  employment
      agreement, Mr. Stuecheli was issued 500,000 shares of restricted  stock
      at a price of $0.025 per share.

 (8)  Options granted under the Director Plan



                    Stock Option and Stock Purchase Plans

      The following tables  set forth the  number of options  granted to  the
 Company's Chief Executive Officer and Chief Financial Officer during  fiscal
 2001 and the value of the unexercised options held by them at September  30,
 2001.

                    Option/SAR Grants in Last Fiscal Year

                          Number of      % of
                         Securities      Total
                           Under-      Options/
                            lying        SARs
                          Options/      Granted    Exercise
                            SARs          to        or Base
                           Granted     Employees     Price     Expiration
   Name                      (#)     In Fiscal Year  ($/Sh)       Date
  --------------------   -----------  ------------   -----     -----------
   Dr. J. W. Stucki        20,000          10%       $0.05       12/1/05

 ____________________



              Aggregate Option/SAR Exercises in Last Fiscal Year
                  And Fiscal 2001 Year-End Option/SAR Values

                                                    Number of
                                                   Securities       Value of
                                                   Underlying      Unexercised
                                                   Unexercised     In-the Money
                                                   Options/SARs    Options/SARs
                           Shares                  At FY-End (#)   At FY-End ($)
                          Acquired     Value
                        On Exercise   Realized     Exercisable/     Exercisable/
   Name                     (#)         ($)       Unexercisable    Unexercisable
  --------------------  ------------  --------    --------------   -------------
  Dr. Joseph W. Stucki     None         None       20,000/  -           None

  John C. Stuecheli        None         None       42,500/  -           None

 ____________________



                            Employee Benefit Plans

      In August 1995, the Company adopted its 1995 Employee Stock Option Plan
 (the "Employee Plan") under which options to purchase shares of Common Stock
 may be issued  to employees  and consultants of  the Company.   The  Company
 reserved 1,000,000 shares of  Common Stock for  issuance under the  Employee
 Plan.   Also in  August  1995, the  Company  adopted the  1995  Non-Employee
 Director Stock  Option Plan  (the "Director  Plan") which  provides for  the
 grant of options to directors of up to 250,000 shares that do not qualify as
 "incentive  stock  options" under  the Internal  Revenue Code  of 1986.   In
 addition, the Company  adopted its 1995  Employee Stock  Purchase Plan  (the
 "Stock Purchase Plan"), effective October 1, 1995, which allows employees to
 acquire Common Stock of  the Company at  85% of its  fair market value  from
 payroll deductions received from the employees.  The Company has reserved  a
 total of 250,000 shares of its Common Stock to be sold to eligible employees
 under the Stock  Purchase Plan.   In October  1996, the  Board of  Directors
 amended each of the Employee Plan, the Director Plan, and the Stock Purchase
 Plan to clarify various matters concerning the administration of such plans.
 In  July  1997, the  Company adopted  its 1997  Executive Stock  Bonus  Plan
 ("Executive Stock Bonus  Plan") under which  options to  purchase shares  of
 Common Stock  may  be issued  to  employees of  the  Company.   The  Company
 reserved 260,870  shares of  Common Stock for  issuance under the  Executive
 Bonus Plan.   The following table  presents the number  of shares issued  or
 options granted under each of the Plans as of September 30, 2001:


                             Options
                          Granted/Shares       Option Shares
     Plan                     Issued             Exercised
 -------------                -------            ---------

 Employee Plan                867,500                 0

 Director Plan                150,000                 0

 Stock Purchase Plan                0                 0

 Executive Stock Bonus Plan   190,475                 0



                          Compensation of Directors

      The Company  pays  its Directors  $1,500  for each  Board  of  Director
 meeting attended in person and $250 for each telephonic Board meeting.   The
 Company reimburses  all  Directors  for  reasonable  out-of-pocket  expenses
 incurred in connection with attending Board of Director meetings.   Pursuant
 to the Director Plan, all non-employee  directors receive, at the  beginning
 of each fiscal  year, a 5-year  option to purchase  50,000 shares of  common
 stock at an exercise price determined by the Board of Directors at the  time
 of grant.   Also,  pursuant to  the Director  Plan, all  employee  directors
 receive, at the beginning of each  fiscal year, a 5-year option to  purchase
 20,000 shares of common stock at  an exercise price determined by the  Board
 of Directors at the time  of grant.  In  November 2000, options to  purchase
 150,000  and  40,000  shares  were granted  to  non-employee  directors  and
 employee directors, respectively.  The exercise price was $0.05 per share.


                            Employment Agreements

      Effective October  1,  2000,  the Company  entered  into  a  three-year
 employment agreement with  Dr. Joseph W.  Stucki to serve  as President  and
 Chief Executive  Officer  of  the  Company for  an  annual  base  salary  of
 $250,000.    As  added  consideration  for  entering  into  the   employment
 agreement, Dr. Stucki received 5,200,000 shares of common stock.  The shares
 bear a "Rule  144" restrictive legend  and are valued  at $0.025 per  share,
 which  is  the  estimated fair  market  value as  of  October 1,  2000.   In
 addition, at the end of each year of employment he will receive a number  of
 shares of  the Company's  common stock  equivalent to  $50,000 and,  if  the
 Company reports  EBITDA of  $1,000,000 or  more for  the fiscal  year  ended
 September 30, 2001,  he will receive  a performance bonus  of $20,000.   Dr.
 Stucki is  also  entitled  to  a  car allowance  of  $1,000  per  month  and
 reimbursement  of  up  to  $1,500  per  year  for  continuing   professional
 education.  In the event of termination  of the agreement for any reason  by
 the Company or Dr. Stucki, he will be  entitled to a severance pay equal  to
 twelve months of his full salary.  After a change of control of the Company,
 as defined  in  the employment  agreement,  if Dr.  Stucki's  employment  is
 terminated, he terminates his employment, his duties are changed or  certain
 other specified  events take  place,  he will  be  entitled to  a  severance
 payment equal to twice  his effective annual  compensation, together with  a
 continuation of all employee benefits for two years.

      Effective October 1, 2000, United Chiropractic Clinic of Uptown,  Inc.,
 a subsidiary of the  Company, entered into a  two year employment  agreement
 with Dr. Jeffrey Jones as a clinic director providing chiropractic  services
 at the New Orleans Uptown clinic for an annual base salary of $150,000.   As
 added consideration for  entering into the  employment agreement, Dr.  Jones
 received 3,215,000 shares  of common stock.   The shares  bear a "Rule  144"
 restrictive legend  and  are  valued  at $0.025  per  share,  which  is  the
 estimated fair market value as of October 1,  2000.  He is also entitled  to
 standard employee benefits and a term life insurance policy of $500,000.

      Effective October  1,  2000,  the Company  entered  into  a  three-year
 employment agreement  with John  C. Stuecheli  to serve  as Chief  Financial
 Officer and Secretary of the Company for an annual base salary of  $110,000.
  As added  consideration for  entering into  the employment  agreement,  Mr.
 Stuecheli received 500,000 shares of common stock.  The shares bear a  "Rule
 144" restrictive legend  and are valued  at $0.025 per  share, which is  the
 estimated fair market  value as of  October 1, 2000.   In  addition, if  the
 Company reports  EBITDA of  $1,000,000 or  more for  the fiscal  year  ended
 September 30, 2001, he will receive a performance bonus of $10,000.


 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth  information regarding the ownership  of
 the Company's  Common stock  as of  December  31, 2001,  by (i)  each  known
 beneficial owner of more  than five percent (5%)  of the outstanding  Common
 Stock, (ii)  each  Director, (iii)  each  executive officer,  and  (iv)  the
 executive officers and Directors as a group.  All share numbers are provided
 based on information supplied to management of the Company by the respective
 individuals and members of the group.   Unless otherwise indicated, each  of
 the stockholders has sole  voting and investment power  with respect to  the
 shares beneficially owned.

                                                 Number of      Percent of
                                                  Shares           Class
                                                 ----------        -----
   David P. Voracek, D.C. (1)                    16,780,356         17.9%
   2025 Tartan Trail
   Highland Village, Texas 75077

   Joseph W. Stucki, D.C. (2)                    30,974,727         33.3%
   1300 West Walnut Hill Lane, Suite 275
   Irving, Texas 75038

   Jeffrey Jones, D.C. (3)                       11,749,151         12.5%
   807 S. Carrollton Avenue
   New Orleans, Louisiana 70118

   John C. Stuecheli (4)                            677,000            *
   1300 West Walnut Hill Lane, Suite 275
   Irving, Texas 75038

   Michael R. Smith, M.D. (5)                       421,167            *
   118 Canyon Circle
   Boerne, Texas 78006

   James Roberts (6)                                 59,500            *
   6712 Biltmore Pl.
   Plano, Texas 75023

   John V. Mansfield (7)                             50,000            *
   10956 Big Canoe
   Big Canoe, Georgia 30143

   Officers and Directors as a                   44,224,045         47.0%
   group (6 persons)
 __________________________
 *    Less than one percent.
 (1)  The number of shares reported includes 1,650,000 shares owned of record
      by Mainstream Enterprises  LLC, a limited  liability company, in  which
      Dr. Voracek is the sole member, and 2,480,520 shares owned of record by
      Belair Capital Group, Ltd., a limited  liability company, in which  Dr.
      Voracek has a 26% member interest.

 (2)  Dr. Stucki is the  Chief Executive Officer,  President and Chairman  of
      the Board of Directors of the  Company.  The number of shares  reported
      includes 4,308,000  shares owned  of record  by Belair  Capital  Group,
      Ltd., a limited liability company, in which Dr. Stucki has a 45% member
      interest and 20,000 shares issuable upon  exercise of options at  $0.05
      per share, which are currently exercisable.

 (3)  Dr. Jones is a Director of the Company.  The number of shares  reported
      includes 1,586,480  shares owned  of record  by Belair  Capital  Group,
      Ltd., a limited liability company, in which Dr. Jones has a 17%  member
      interest and 20,000 shares issuable upon  exercise of options at  $0.05
      per share, which are currently exercisable.

 (4)  Mr. Stuecheli  is the  Chief Financial  Officer  and Secretary  of  the
      Company.  The number  of shares owned  includes 42,500 shares  issuable
      upon exercise  of  options at  $0.05  per share,  which  are  currently
      exercisable.

 (5)  Dr. Smith is  a Director  of the Company.  The number  of shares  owned
      includes 50,000 shares issuable upon exercise  of options at $0.05  per
      share, which are currently exercisable.

 (6)  Mr. Roberts is a  Director of the Company.  The number of shares  owned
      includes 50,000 shares issuable upon exercise  of options at $0.05  per
      share, which are currently exercisable.

 (7)  Mr. Mansfield is a Director of the Company. The number of shares  owned
      includes 50,000 shares issuable upon exercise  of options at $0.05  per
      share, which are currently exercisable.


 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Belair Capital  Group,  Ltd.  ("Belair"), a  Nevada  limited  liability
 company, is the holder of a $950,000 note payable issued in connection  with
 the acquisition  of three  clinics  in September  2000.   In  addition,  the
 Company issued  9,500,000  shares  of common  stock  to  Belair  as  further
 consideration.  The  note payable of  $950,000 and the  9,500,000 shares  of
 common stock are the sole assets of Belair.  The following shareholders  are
 also members of Belair: Dr. J.W.  Stucki (45% member interest), Dr.  Jeffrey
 Jones (17% member interest) and Dr. David Voracek (26% member interest).


 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibits Required by Item 601

      (1)  The following financial statements are filed herewith in Item 7

           (i)   Consolidated Balance sheet as of September 30, 2001
           (ii)  Consolidated Statements of Operations for the years
                 ended September 30, 2001 and 2000.
           (iii) Consolidated Statement of Stockholders' Equity for
                 the years ended September 30, 2001 and 2000.
           (iv)  Consolidated Statements of Cash Flows for the years
                 ended September 30, 2001 and 2000.
           (v)   Notes to Consolidated Financial Statements.

      (2)
           2.1  Debtors American HealthChoice, Inc. and AHC Physicians Corp.,
                Inc. Amended Joint Plan of reorganization dated March 31,
                2000 (incorporated by reference to Exhibit 2.1 to Current
                Report on Form 8-K dated September 25, 2000).

           3.1  Certificate of Incorporation of American HealthChoice,
                Inc. (incorporated by reference to Exhibit 4.1 to
                Registration Statement on Form SB-2, Registration
                Number 33-09311, filed on July 31, 1996)

           3.2  Certificate of Amendment to Certificate of Incorporation
                of American HealthChoice, Inc. (incorporated by reference
                to Exhibit 3.2 to Form 10-KSB, file number 000-26740,
                filed for the fiscal year ended September 30, 1996).

           3.3  Bylaws of American HealthChoice, Inc. (incorporated by
                reference to Exhibit 3.3 to Form 10-KSB, file number 000-
                26740, filed for the fiscal year ended September 30, 1996).


           4.1  Form of Debenture for $3,385,000 of 8% convertible
                debentures due August 24, 2001 (incorporated by reference
                to Exhibit (c)(ii) to Current Report on Form 8-K dated
                August 24, 1998).

           4.2  Form of Subscription Agreement between the Registrant and
                the holders of the debentures referenced in Exhibit 4.1
                (incorporated by reference to Exhibit (c)(ii) to Current
                Report on Form 8-K dated August 24, 1998).

           4.3  Form of Security Agreement entered into between the
                Registrant and the holders of the debentures referenced in
                Exhibit 4.1 (incorporated by reference to Exhibit (c)(ii) to
                Current Report on Form 8-K dated August 24, 1998).

           4.4  Form of Registrations Rights Agreement between the
                Registrant and the holders of the debentures referenced in
                Exhibit 4.1 (incorporated by reference to Exhibit (c)(ii) to
                Current Report on Form 8-K dated August 24, 1998).

           4.5  Security Agreement dated August 19, 2000 between American
                HealthChoice, Inc. and Southridge Capital LLC in its capacity
                as collateral agent for Sovereign Partners, L.P., Dominion
                Capital Fund, Ltd., Canadian Advantage Limited Partnership,
                and Atlantis Capital Fund. (incorporated by reference to
                Exhibit 4.1 to Current Report on Form 8-K dated September 25,
                2000).

           4.6  8% Senior Secured Convertible Debenture due August 19, 2003.
                (incorporated by reference to Exhibit 4.2 to Current Report
                on Form 8-K dated September 25, 2000).

           4.7  Stock Trust and Escrow Agreement entered into as of August
                19, 2000 by and between American HealthChoice, Inc.,
                Sovereign Partners, L.P., Dominion Capital Fund, Ltd.,
                Canadian Advantage Limited Partnership, Atlantis Capital Fund
                and Krieger & Prager, LLP. (incorporated by reference to
                Exhibit 4.3 to Current Report on Form 8-K dated September 25,
                2000).

           10.3 1995  Non-Employee Director Stock Option Plan (incorporated
                by reference to Exhibit 10.1 to Form10-QSB, file number 33-
                30677-NY, filed for the quarter ended June 30, 1995).

           10.4 1995 Employee Stock Purchase Plan (incorporated by
                reference to Exhibit 10.3 to Form 10-QSB, file number
                33-30677-NY, filed for the quarter ended June 30,1995).

           10.5 1995 Employee Stock Option Plan Amendment 1996-1.
                (incorporated by reference to Exhibit 10.8 to Form 10-QSB,
                file number 000-26740, filed for the quarter ended June
                30,1995).

           10.6 1995 Non-Employee Director  Plan Amendment  1996-1.
                (incorporated by reference to Exhibit 10.9 to  Form
                10-KSB, file number 000-26740, filed for the fiscal
                year ended September 30, 1996).

           10.7 1995 Employee Stock Purchase Plan Amendment 1996-1.
                (incorporated by reference to Exhibit 10.10 to Form
                10-KSB, file number 000-26740, filed for the fiscal
                year ended September 30, 1996).

           10.8 1997 Consultant Stock Plan, (incorporated by reference
                to Form S-8 file number 333-26065, filed for the quarter
                ended March 31, 1997).

           10.9 1997 Consultant Stock Plan, (incorporated by reference to
                Form S-8 file number 333-35581, filed for the quarter ended
                September 30, 1997).

          10.10 1997  Executive Bonus Plan, (incorporated by reference
                to Form S-8 file number 333-36475, filed for the quarter
                ended September 30, 1997).

          10.13 Employment Agreement for Chief Executive Officer dated
                June 1,1997 between American HealthChoice, Inc. and Dr.
                Wes Stucki (incorporated by reference to Exhibit 10.13
                to Form 10-KSB, file number 000-26740, filed for the
                fiscal year ended September 30, 1998).

          10.14 Asset Purchase Agreement dated February 12, 1999 between AHC
                Physicians Corporation and Georgia Clinic LLC (incorporated
                by reference file number 000-26740, filed for the fiscal
                quarter ended March 31,1999).

          10.15 Demand Note dated June 10, 1999 between American
                HealthChoice, Inc. and Dr. J. W. Stucki (incorporated by
                reference to Exhibit 10.15 to Form 10-KSB, file number 000-
                26740, filed for the fiscal year ended September 30, 1999).

          10.16 Demand Note dated June 25, 1999 between American
                HealthChoice, Inc. and Dr. J. W. Stucki (incorporated by
                reference to Exhibit 10.16 to Form 10-KSB, file number 000-
                26740, filed for the fiscal year ended September 30, 1999).

          10.17 Demand Note dated April 30, 1999 between American
                HealthChoice, Inc. and Mainstream Enterprises, LLC
                (incorporated by reference to Exhibit 10.17 to Form 10-KSB,
                file number 000-26740, filed for the fiscal year ended
                September 30, 1999).

          10.18 Demand Note dated May 25, 1999 between American
                HealthChoice, Inc. and Mainstream Enterprises, LLC
                (incorporated by reference to Exhibit 10.18 to Form 10-KSB,
                file number 000-26740, filed for the fiscal year ended
                September 30, 1999).

          10.19 Demand Note dated May 10, 1999 between American
                HealthChoice, Inc. and Mainstream Enterprises, LLC
                (incorporated by reference to Exhibit 10.19 to Form 10-KSB,
                file number 000-26740, filed for the fiscal year ended
                September 30, 1999).

          10.20 Demand Note dated June 15, 1999 between American
                HealthChoice, Inc. and Mainstream Enterprises, LLC
                (incorporated by reference to Exhibit 10.20 to Form 10-KSB,
                file number 000-26740, filed for the fiscal year ended
                September 30, 1999).

          10.21 Demand Note dated July 1, 1999 between American
                HealthChoice, Inc. and Mainstream Enterprises, LLC
                (incorporated by reference to Exhibit 10.21 to Form 10-KSB,
                file number 000-26740, filed for the fiscal year ended
                September 30, 1999).

          10.22 Demand Note dated July 10, 1999 between American
                HealthChoice, Inc. and Mainstream Enterprises, LLC
                (incorporated by reference to Exhibit 10.22 to Form 10-KSB,
                file number 000-26740, filed for the fiscal year ended
                September 30, 1999).

          10.23 Demand Note dated August 8, 1999 between American
                HealthChoice, Inc. and Dr. J. W. Stucki (incorporated by
                reference to Exhibit 10.23 to Form 10-KSB, file number 000-
                26740, filed for the fiscal year ended September 30, 1999).

          10.24 Asset Sale and Purchase Agreement dated September 1, 2000 by
                and between Acme Corpus Chiropractic Clinic, LLC, Laredo
                Family Enterprises, LLC, Acme Chiropractic  Clinic, LLC and
                American HealthChoice, Inc. (incorporated by reference to
                Exhibit 10.24 to Form 10-KSB, file number 000-26740, filed
                for the fiscal year ended September 30, 2000).

          10.25 Loan Agreement dated September 1, 2000 between Belair
                Capital, Ltd. and American HealthChoice, Inc. (incorporated
                by reference to Exhibit 10.25 to Form 10-KSB, file number
                000-26740, filed for the fiscal year ended September 30,
                2000).

          10.26 Employment Agreement effective October 1, 2000 between Dr.
                J. W. Stucki and American HealthChoice, Inc. (incorporated by
                reference to Exhibit 10.26 to Form 10-KSB, file number
                000-26740, filed for the fiscal year ended September 30,
                2000).

          10.27 Employment Agreement effective October 1, 2000 between Dr.
                Jeffrey Jones and American HealthChoice, Inc. (incorporated
                by reference to Exhibit 10.27 to Form 10-KSB, file number
                000-26740, filed for the fiscal year ended September 30,
                2000).

          10.28 Employment Agreement effective October 1, 2000 between John
                C. Stuecheli and American HealthChoice, Inc. (incorporated by
                reference to Exhibit 10.28 to Form 10-KSB, file number
                000-26740, filed for the fiscal year ended September 30,
                2000).

          10.29 Laredo Family Enterprises, LLC Financial Statements for the
                twelve months ended December 31, 1999 (incorporated by
                reference to Exhibit 10.29 to Form 10-KSB, file number
                000-26740, filed for the fiscal year ended September 30,
                2000).

          10.30 San Benito Chiropractic Clinic, LLC Financial Statements for
                the twelve months ended December 31, 1999 (incorporated by
                reference to Exhibit 10.30 to Form 10-KSB, file number
                000-26740, filed for the fiscal year ended September 30,
                2000).

          10.31 Acme Corpus Chiropractic Clinic, LLC Financial Statements
                for the twelve months ended December 31, 1999 (incorporated
                by reference to Exhibit 10.31 to Form 10-KSB, file number
                000-26740, filed for the fiscal year ended September 30,
                2000).

           21   List of Subsidiaries of American HealthChoice, Inc.*

           23.1 Consent of Certified Public Accountants*


      * Filed herewith

<PAGE>

                               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: January 14, 2002        By:  /s/ Dr. J.W. Stucki
                               Dr. J.W. Stucki, Chief Executive
                               Officer and President

      In accordance with 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 on the dates indicated.

 Signature                          Title                            Date
 -------------------      ---------------------------------   ----------------
 /s/ Dr. J.W. Stucki      Chief Executive Officer, President
     Dr. J.W. Stucki      and Chairman of the Board
                          (Principal Executive Officer)       January 14, 2002

 /s/ John C. Stuecheli    Chief Financial Officer and
     John C. Stuecheli    Vice President-Finance
                          (Principal Financial and
                          Accounting Officer)                 January 14, 2002

 /s/ John V. Mansfield    Director, Chairman of Audit
     John V. Mansfield    Committee                           January 14, 2002

 /s/ James Roberts        Director
     James Roberts                                            January 14, 2002

 /s/ Dr. Jeff Jones       Director
     Dr. Jeff Jones                                           January 14, 2002

 /s/ Dr. Michael Smith    Director
     Dr. Michael Smith                                        January 14, 2002