SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the fiscal year ended September 30, 2003

Commission file number 33-17387

                            ALLIANCE HEALTH, INC.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

     Delaware                                           75-219377
---------------------------              --------------------------------
(State or other jurisdiction of                (I.R.S. Employer I.D.#)
incorporation or organization)

421 E. Airport Freeway, Irving, Texas                              75062
--------------------------------------                   ----------------------
(Address of principal executive office)                        (Zip Code)

Issuer's telephone number, including area code (972) 255-5533
                                               --------------

Securities registered under Section 12(b) of the Exchange Act:
                                                   Name of each exchange on
        Title of each class                            which registered
------------------------------------------------------------------------------


Securities registered under Section 12(b) of the Exchange Act:

                                      None
-------------------------------------------------------------------------------
                                (Title of class)


Securities registered under Section 12(g) of the Exchange Act:

                                      None
-------------------------------------------------------------------------------
                                (Title of class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for 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

     State issuer's revenues for its most recent fiscal year $199,966.

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days. No market for common stock.

     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

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date.  1,534,066 as of September 30,
2003.


<PAGE>
                                     PART I.

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

     Alliance Health, Inc. ("Company") was incorporated on September 4, 1987. It
had no  business  activity  until  July  1989  at  which  time it  operated  one
chiropractic clinic in Dallas, Texas, which it closed the same year.

     On May 12, 1995, the Company  acquired from K Clinics,  P.A. ("K Clinics"),
its marketing  division,  the sole business of which was to perform  advertising
and  marketing  services  for  S.  J.  Kechejian,  M.D.,  P.A.,  Aldine  Medical
Associates,  Metroplex  Specialties,  P.A.  and  Metro  Pharmacy,  Inc.  medical
facilities in the Dallas/Ft.  Worth Metroplex and East Texas.  Effective  August
31, 2002 S. J. Kechejian,  M.D., P.A. and Metro Pharmacy, Inc. notified Alliance
Health they were canceling the ongoing fee arrangement  for marketing  services.
Sarkis J.  Kechejian,  M.D.  ("Dr.  Kechejian")  is the  President and principal
shareholder   of  the   Company.   He  is  also  the  sole  owner  of  K  Clinic
Administration,  S. J. Kechejian, M.D., P.A., Metro Pharmacy, Inc. and Metroplex
Specialties, P.A.

     Metroplex  Specialties,  P.A. is one of the "affiliates" of the Company. In
September  1995,  the  Company  sold  200,000  shares  of its  common  stock for
$600,000.  The shares were sold to affiliated companies.  The additional capital
was used to purchase a MRI. On October 23, 1995,  the Company  began leasing MRI
units to Metroplex Specialties, P.A. In the year 2003 revenue from the three MRI
units was $161,750 as compared to 2002 revenue of $808,500.

     The Company purchased a CT Scanner in September, 1998 for $45,869 which was
leased to S. J. Kechejian,  M.D., P.A. for $125 per scan and generated income in
2002 of $5,500.  The  scanner was  written  off in  September  2002 due to being
obsolete. S. J. Kechejian, M.D., P.A. is also wholly owned by Dr. Kechejian.

     On December 31, 2000,  Aldine  Medical merged with S. J.  Kechejian,  M.D.,
P.A. and canceled their management  service contract with Alliance Health,  Inc.
At that time,  Richard  Schneck  also  resigned  as Chief  Operating  Officer of
Alliance  Health,  Inc.  The  Company  currently  does  not  perform  management
services.  On October 28, 2002 (see Items 5 and 12), the Company  agreed to sell
its operating  property and equipment,  to Dr. Kechejian for 6,333,333 shares of
Alliance common stock and $110,000 in cash. The sale was consummated on November
29, 2002. As a result, the Company has no business  operations.  Its only assets
are cash and cash items.

Item 2.  Description of Property
--------------------------------

     None.

Item 3.  Legal Proceedings
--------------------------

     The Company is not a party to any pending legal proceedings.

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

         No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.


                                       -2-
<PAGE>
                                     PART II

Item 5.    Market for the Registrant's Common Stock
---------------------------------------------------
           and Related Shareholder Matters
           -------------------------------

     On September  30, 2003 the  approximate  number of holders of record of the
Company  common stock was 311.  The  Company's  common stock has no  established
trading market.

     The Company has never paid any cash  dividends on the common stock and does
not expect to do so in the foreseeable future.  However,  the Company declared a
four for one stock split of its outstanding shares of common stock effective the
close of business December 24, 1999.

     On October 28, 2002 the Board of  Directors  determined  it was in the best
interest of the Company to accept an offer from Dr.  Kechejian  to purchase  the
operating property and equipment of the Company in consideration of the transfer
back to the Company of 6,333,333 shares of Alliance common stock and $110,000 in
cash. The offer of $2,200,000 (an offer equaling an independent evaluation by an
outside  consultant  of the value of the assets being sold) was paid with common
stock and cash based on the  audited  per share book value of $0.33 per share at
September 30, 2002. The sale of the assets to Dr.  Kechejian was  consummated on
November 29, 2002.  Simultaneous  therewith,  Dr. Kechejian and entities that he
controls,  sold  back to the  Company  all of their  remaining  shares of common
stock,  an aggregate  of 4,955,875  shares,  for a total cash  consideration  of
$1,635,439,  or the audited  book value per shares as of  September  30, 2002 of
$0.33. The Company made a Tender Offer to its shareholders to purchase shares of
its common stock for $0.33 per share.  The Tender  Offer  concluded on March 15,
2003 at which time the Company had  purchased  1,536,726  shares of common stock
for an aggregate purchase price of $507,119.

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

     Revenues  decreased to $199,966 in 2003 from  $1,839,351 or 89% as a result
of discontinuing operations.

     Expenses  decreased to $226,953 in 2003 from  $1,874,557 or 88% as a result
of discontinuing operations.

     The Company is continuing to search for a suitable merger candidate.

<PAGE>
Liquidity and Financial Resources
---------------------------------

     The  Company  had  $243,139  in cash  and  $500,000  in  treasury  bills at
September 30, 2003.

     The Company had an agreement with Metroplex Specialties, P.A. for the lease
of three MRIs at $250/per scan and one CT at $125 per scan.  This agreement also
terminated November 29, 2002.

     The  facilities  owned by the Company in Tyler,  Longview,  Haltom City and
Sherman, Texas were leased to S. J. Kechejian, M.D., P.A. The facilities consist
of medical  clinics,  physical  therapy  centers and  specialty  offices.  These
facilities were also sold on November 29, 2002.

Item 7.  Financial Statements
-----------------------------

     Financial  statements  in  response  to Item 7 are  presented  on pages F-1
through F-10.


Item 8.  Changes in and Disagreements with Accountants on Accounting
--------------------------------------------------------------------
         And Financial Disclosure
         ------------------------

     None.






                                       -4-

<PAGE>
                              ALLIANCE HEALTH, INC.

                              FINANCIAL STATEMENTS

                     Years Ended September 30, 2003 and 2002




                                                                           Page

Report of Independent Auditors.............................................F-2

Financial Statements:

         Balance Sheets....................................................F-3

         Statements of Operations..........................................F-4

         Statements of Stockholders' Equity................................F-5

         Statements of Cash Flows..........................................F-6

         Notes to Financial Statements.....................................F-7








                                       F-1

<PAGE>












                         REPORT OF INDEPENDENT AUDITORS




To the Board of Directors and Stockholders of
Alliance Health, Inc.

We have audited the  accompanying  balance  sheets of Alliance  Health,  Inc., a
Delaware  Corporation,  as of  September  30,  2003 and  2002,  and the  related
statements of operations, stockholders' equity and cash flows for the years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the 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 financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Alliance Health,  Inc. as of
September  30,  2003 and 2002,  and the results of its  operations  and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

As discussed in Note C to the financial statements,  the accompanying  financial
statements for the years ended September 30, 2002 and 2001 have been restated.




Dallas, Texas
October 29, 2003









                                       F-2

<PAGE>


                              ALLIANCE HEALTH, INC.

                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                     September 30,
                                                    2003          2002
                                                 ----------    ----------
<S>                                            <C>             <C>
Assets                                                        (As restated,
Current assets:                                                 see Note C)
   Cash and cash equivalents                   $   243,139     $  715,130
   Treasury bills                                  500,000      2,000,000
   Income taxes receivable                               -         66,021
   Deferred income taxes                                 -          8,612
   Net assets of discontinued operations                 -      1,861,835
                                                ----------      ---------

Total assets                                   $   743,139     $4,651,598
                                                ==========      =========


Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                            $       307     $    1,313
   Accrued liabilities                               7,000         63,816
     Income taxes payable                          164,800              -
                                                ----------      ---------
Total current liabilities                          172,107         65,129

Commitments and contingencies                            -              -

Stockholders' equity:
   Common stock, $.01 par, 20,000,000
    shares authorized, 14,360,000
    shares issued, 1,534,066 and
    14,360,000 shares outstanding                  143,600        143,600
   Paid-in capital                                 723,466        723,466
   Retained earnings                             3,936,524      3,719,403
                                                 ---------      ---------
                                                 4,803,590      4,586,469

     Less 12,825,934 shares of stock
      Held is treasury in 2003, at cost          4,232,558              -
                                                 ---------      ---------
Total stockholders' equity                         571,032      4,586,469
                                                 ---------      ---------

Total liabilities and stockholders' equity      $  743,139     $4,651,598
                                                 =========      =========
</TABLE>










                 See accompanying notes to financial statements.

                                       F-3
<PAGE>



                              ALLIANCE HEALTH, INC.

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                   Year Ended September 30,
                                                    2003             2002
                                                 ---------        ---------
<S>                                            <C>              <C>
                                                                (As restated,
Continuing Operations                                             see Note C)
General and administrative expenses             $   35,105       $        -

Other income:
   Interest income                                   8,425           34,581

Income tax expense (benefit)                       (10,138)          13,141
                                                 ---------        ---------

Income (loss) from continuing operations           (16,542)          21,440

Discontinued operations:
  Income (loss) from discontinued
   operations, net of $2,195 and
   $(7,745) in income taxes,
   respectively                                      5,923          (27,461)

  Gain (loss) on sale of discontinued
   operations, net of $84,439
   and $(15,317) in income taxes,
   respectively                                    227,740          (54,500)
                                                 ---------        ---------

Net income (loss)                               $  217,121       $  (60,521)
                                                 =========        =========

Basic and diluted earnings per share:

   Continuing operations                        $    (0.00)      $     0.00

   Discontinued operations                            0.05            (0.01)
                                                 ---------        ---------

   Net income (loss)                            $     0.05       $    (0.00)
                                                 =========        =========

Weighted average number of
  common shares outstanding                      4,753,560       14,360,000
                                                 =========       ==========

</TABLE>



                 See accompanying notes to financial statements.

                                       F-4


<PAGE>
                              ALLIANCE HEALTH, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                     Years Ended September 30, 2003 and 2002

<TABLE>
<CAPTION>

                         Common Stock                    Treasury Stock
                      ------------------             ----------------------
                        Number             Paid-In     Number
                      of shares   Amount   Capital   of shares    Amount
                     ----------  --------  --------  ---------- -----------
<S>                 <C>         <C>       <C>        <C>       <C>
Balance at 9-30-2001 14,360,000  $143,600  $723,466           - $         -
  (as restated, see
   Note C)

  Net loss (as
    restated, see
    Note C)                   -         -         -           -           -
                     ----------   -------   -------  ----------  ----------

Balance at 9-30-02
  (as restated, see
   Note C)           14,360,000   143,600   723,466           -           -

  Purchases of
  Treasury stock              -         -         -  12,825,934  (4,232,558)

  Net income                            -         -                       -
                     ----------   -------   -------  ----------  ----------

Balance at 9-30-03   14,360,000  $143,600  $723,466  12,825,934 $(4,232,558)
                     ==========   =======   =======  ==========  ==========
</TABLE>

<TABLE>
<CAPTION>
                                   Total
                      Retained  Stockholders'
                      Earnings     Equity
                      --------  ------------
<S>                  <C>        <C>

Balance at 9-30-2001
  (as restated, see
   Note C)           $3,779,924  $4,646,990

  Net loss (as
    restated, see
    Note C)             (60,521)    (60,521)
                    -----------  ----------

Balance at 9-30-02
  (as restated, see
   Note C)            3,719,403   4,586,469

  Purchases of
  Treasury stock              -  (4,232,558)

  Net income            217,121     217,121
                     ----------   ---------

Balance at 9-30-03   $3,936,524 $   571,032
                     ==========  ==========

</TABLE>




                 See accompanying notes to financial statements.

                                       F-5


<PAGE>
                              ALLIANCE HEALTH, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                              September 30,
                                                           2003          2002
                                                      -----------  ------------
<S>                                                  <C>            <C>
Continuing Operations                                             (As restated,
Operating Activities:                                               see Note C)
 Income (loss) from continuing operations            $   (16,542)   $    21,440
   Adjustments to reconcile income (loss)
    from continuing operations to net cash
    provided by operating activities:
       Deferred income tax                                 8,612           (910)
       Changes in assets and liabilities:
             Income taxes receivable                      66,021        164,029
             Accounts payable                             (1,006)        (5,976)
             Accrued liabilities                         (56,816)        46,838
             Income taxes payable                        164,800              -
                                                     -----------    -----------
Net cash provided by operating activities                165,069        225,421

Investing Activities
 Proceeds from sales and maturities
  of treasury bills                                    1,500,000              -
 Purchases of treasury bills                                   -     (1,500,000)
                                                     -----------    -----------
Net cash provided (used in) by investing
activities                                             1,500,000     (1,500,000)

Financing Activities
 Purchases of treasury stock                          (2,142,558)             -

Discontinued operations
 Operating activities                                  1,985,498        466,423
 Investing activities                                    110,000              -
 Financing activities                                 (2,090,000)             -
                                                     -----------    -----------
Cash and cash equivalents provided
 by discontinued operations                                5,498        466,423
                                                     -----------    -----------
Net decrease in cash                                    (471,991)      (808,156)
Cash and cash equivalents at beginning of year           715,130      1,523,286
                                                     -----------    -----------

Cash and cash equivalents at end of year             $   243,139    $   715,130
                                                     ===========    ===========

Supplemental Disclosure of Cash
Flow Information
 Total interest paid                                 $         -    $    13,416
                                                     ===========    ===========

 Total income taxes paid                             $    78,440    $         -
                                                     ===========    ===========
</TABLE>

Non-cash Transactions
      During 2003, the Company exchanged equipment to the Company's former
      principal shareholder in exchange for shares of the Company, resulting in
      a gain of $312,179.

      During 2002, the Company deeded a building and improvements with a net
      book value of $280,990 back to the mortgagor, resulting in a loss of
      $93,410.

                   See accompanying notes to financial statements.

                                       F-6

<PAGE>

                              ALLIANCE HEALTH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2003 and 2002


A.   Nature of Business

Alliance Health,  Inc. (the "Company") was incorporated in Delaware on September
4, 1987. In 1995, the Company acquired the advertising division (the "Division")
of K Clinics, P.A. ("K Clinics"). The Company previously offered advertising and
management services to medical clinics of affiliated companies,  but the Company
is now a public shell as discussed  under  discontinued  operations  below.  The
Company's corporate offices are located in Irving, Texas.


B.   Accounting Policies

A summary of the Company's significant  accounting policies consistently applied
in the preparation of the accompanying financial statements follows:

Basis of Accounting

The accounts are  maintained  and the  financial  statements  have been prepared
using the accrual basis of accounting in accordance with  accounting  principles
generally accepted in the United States of America.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates and assumptions  that affect certain reported amounts in the financial
statements  and  accompanying  notes.  Actual  results  could  differ from these
estimates and assumptions.

Cash and Cash Equivalents

The Company  considers  all highly  liquid  investments  with  maturity of three
months or less when purchased to be cash equivalents.  At September 30, 2003 and
2002, the Company had no such cash equivalents.

Treasury Bills

Treasury  bills  are  accounted  for under  Statement  of  Financial  Accounting
Standards  ("SFAS")  No. 115,  Accounting  for Certain  Investments  in Debt and
Equity Securities, which requires treasury bills to be recorded at fair value or
amortized  cost.  The  appropriate  classification  of  the  treasury  bills  is
determined at the time of purchase and  re-evaluated at each balance sheet date.
The Company's treasury bills are classified as  held-to-maturity as of September
30, 2003 and 2002.  Treasury  bills  held,  as of  September  30, 2003 mature on
November 6, 2003 and the par value approximates fair value.



                                       F-7
<PAGE>


                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - continued

B.   Accounting Policies - continued

Revenue Recognition

Revenue is recognized when advertising and management services are completed and
billed.

Income Taxes

Deferred  income taxes are determined  using the liability  method in accordance
with SFAS No.  109,  Accounting  for  Income  Taxes.  Deferred  tax  assets  and
liabilities  are  recognized  for the future tax  consequences  attributable  to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and their  respective  tax  bases.  Deferred  tax  assets  and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years in which temporary  differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. In
addition,  a valuation allowance is established to reduce any deferred tax asset
for which it is determined  that it is more likely than not that some portion of
the deferred tax asset will not be realized.

Earnings Per Common Share

The Company  accounts for earnings per common share in accordance  with SFAS No.
128,  Earnings Per Share. SFAS No. 128 provides for the calculation of basic and
diluted earnings per share. Basic earnings per share includes no dilution and is
computed by dividing  income  available to common  stockholders  by the weighted
average number of common shares  outstanding for the period.  Dilutive  earnings
per share  reflects the  potential  dilution of  securities  that could occur if
accounts or other  contracts to issue  common stock were  exercised or converted
into common  stock or resulted in the  issuance of Common stock that then shared
in the earnings of the Company. The Company had no potential dilutive securities
outstanding during fiscal year 2003 or 2002.

Fair Value of Financial Instruments


In accordance with the reporting requirements of SFAS No. 107, Disclosures About
Fair Value of Financial  Instruments,  the Company  calculates the fair value of
its assets and  liabilities  which qualify as financial  instruments  under this
statement and includes this additional information in the notes to the financial
statements  when the fair value is different  than the  carrying  value of those
financial instruments. The estimated fair values of accounts payable and accrued
liabilities  approximate  the  carrying  amounts  due  to the  relatively  short
maturity  of these  instruments.  These  instruments  are not  held for  trading
purposes.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year
presentation.




                                       F-8

<PAGE>
                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - continued

C.  Restatement of Financial Statements for the Years Ended September 30, 2002
    and 2001

In July 2003, the Office of the  Comptroller of Texas  completed an audit of the
Company's  franchise tax returns for the years ended  September 30, 1999 through
September  30,  2002.  As a result of the audit,  certain  deductions  taken for
franchise  tax  purposes  were  disallowed.  As a result,  the  Company  will be
required to pay approximately  $54,000 in franchise taxes related to these years
and $11,000 of interest.  Approximately $5,000 of this change in franchise taxes
related to the year ended September 30, 2002 and  approximately  $60,000 related
to the years ended September 30, 1999 through  September 30, 2001.  Accordingly,
the financial statements have been adjusted for these amounts.

Certain  adjustments,  as a result  of  errors  discovered,  have  been  made to
deferred  income taxes to properly  state  amounts as of September  30, 2002 and
2001,   resulting  in  a  net  expense   (benefit)  of  $(16,500)  and  $50,000,
respectively, to deferred tax expense for the years then ended.

As of September 30, 2002, an income tax receivable of approximately $190,000 was
recorded which contained an overstatement  of approximately  $49,000 as a result
of an error of including estimated tax payments that had not actually been made.
This amount was deducted by the IRS from the refund  payment made to the Company
during the year ended September 30, 2003. Accordingly,  the financial statements
have been adjusted for this overstatement.

In addition,  the Company has filed an amended U.S.  corporate income tax return
for the year ended  September 30, 2002 to correct  errors made in preparation of
the  return,  which  resulted in  reducing  income tax expense by  approximately
$12,000  for the year ended  September  30,  2002.  Accordingly,  the  financial
statements have been adjusted for this amount.

The  financial  statements  as of and for the year ended  September 30, 2002 and
related financial information have been restated as follows:


                                                   Reported           Restated
                                                 -----------        -----------
Statement of operations data:
   Discontinued operations                       $   (69,527)       $   (81,961)
   Net loss                                      $   (48,087)       $   (60,521)

Balance sheet data:
   Income tax receivable                         $   189,235        $    66,021
   Net assets of discontinued
      operations                                   1,895,514          1,861,835
   Total assets                                    4,808,491          4,651,598
   Retained earnings                               3,876,296          3,719,403
   Total liabilities &
      Stockholders' equity                       $ 4,808,491        $ 4,651,598


                                       F-9

<PAGE>

                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - continued


D.  Discontinued Operations and Treasury Stock

During the year ended  September 30, 1999,  the Company formed  Chiro-Med,  Inc.
("Chiro-Med"),   a  wholly-owned  subsidiary.   Chiro-Med  offered  chiropractic
services.  Effective  February 29, 2000,  the Company  discontinued  Chiro-Med's
operations.  The Company  sold  Chiro-Med  to one of its  employees  for $27,593
during the year ended  September 30, 2001 through the issuance of a note at 6.3%
interest  maturing  on December 1, 2002.  The gain  connected  with the sale was
deferred and  recognized  as the Company  received  full  collection on the note
receivable during the year ended September 30, 2002.

S.J. Kechejian,  M.D., P.A.  ("Principal  Stockholder")  cancelled the agreement
with the Company for advertising and management  services  effective  August 31,
2002.  The Company had no specific  business plans at the time the agreement was
cancelled and the Board of Directors elected to discontinue  operations and sell
the Company's assets to its Principal  Stockholder in consideration for $110,000
in cash and 6,333,333  shares of the Company's  common stock.  In December 2002,
the Company also purchased  4,955,875  additional shares of the Company's common
stock from the Company's Principal  Stockholder and the Principal  Stockholder's
related trusts and foundations for an aggregate consideration of $1,635,439.  In
March 2003, the Company purchased 1,536,726 shares of the Company's common stock
from miscellaneous  stockholders for an aggregate consideration of $507,119. All
of these respective shares are held in treasury stock.




                                      F-10

<PAGE>
                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - continued


D.  Discontinued Operations and Treasury Stock - continued

The Company has accounted for its  operations as  discontinued  during the years
ended September 30, 2003 and 2002. As a result of the sale of its business,  the
Company is effectively a "public shell" corporation with no business operations,
in the process of searching for an operating  business with which to negotiate a
"reverse merger".

Summary  operating  results of the  discontinued  operations  were as follows at
September 30:

                                                          2003          2002
                                                      -----------   -----------
                                                                   (As restated,
                                                                     see Note C)
Revenues                                              $   199,966   $ 1,839,351
Costs and expenses                                        191,848     1,874,557
                                                      -----------   -----------
Income from discontinued operations
  before income taxes                                       8,118       (35,206)
Income tax expense (benefit)                                2,195        (7,745)
                                                      -----------   -----------

Income (loss) from discontinued
  operations                                         $     5,923   $   (27,461)
                                                     ===========    ===========

Net assets of discontinued operations consisted of the following at September
30:

                                                         2003           2002
                                                      ----------    -----------
                                                                   (As restated,
                                                                    see Note C)
Accounts receivable                                  $         -    $    14,796
Property and equipment, net of
  Accumulated depreciation of $2,518,535                       -      1,956,572
Deferred income taxes                                          -      (109,533)
                                                      ----------     ----------

Net assets of discontinued operations                $         -    $ 1,861,835
                                                      ==========     ==========





                                      F-11

<PAGE>
                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - continued



1.  Income Taxes

Income tax expense (benefit) for the years presented differs from the "expected"
federal  income tax expense  (benefit)  computed by  applying  the U.S.  federal
statutory rate of 34% to continuing operations as a result of the following:


                                                          2003          2002
                                                        --------      -------
                                                                   (As restated,
                                                                     see Note C)
Expected tax expense (benefit)                         $ (9,071)     $ 11,760
State income taxes, net of federal
  income tax benefit                                     (1,067)        1,570
Other                                                         -          (189)
                                                       --------      --------

Income tax expense (benefit)                           $(10,138)     $ 13,141
                                                       ========      ========

The  components  of  the  deferred  tax  asset  for  2002  consisted  of  timing
differences from accruals allowable for income tax purposes.

The income tax expense (benefit) consists of the following at September 30:

                                                         2003           2002
                                                       -------        -------
                                                                   (As restated,
                                                                     see Note C)
Current                                               $(10,138)      $ 12,231
Deferred                                                                  910
                                                       -------        -------

Income tax expense (benefit)                          $(10,138)      $ 13,141
                                                       =======        =======





                                      F-12


<PAGE>
                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - continued



F.  Related Party Transactions

All of the  Company's  advertising  income  and MRI  income  were  for  services
rendered  to  various  affiliated  companies  owned  by the  Company's  previous
Principal Stockholder, prior to the Company's treasury stock purchase.

The Company leases its office space and equipment on a month-to-month basis from
an  affiliated  company.  The amounts  paid in 2003 and 2002 were  approximately
$25,000 and $48,000, respectively.

In 2002, the Company leased its Dallas,  Texas MRI facility on a  month-to-month
basis  from Arax  Limited  Partnership  for which it paid  $30,000,  and its Ft.
Worth, Texas MRI facility on a month-to-month basis from SK Properties for which
it was also paid $30,000. Both of these are affiliated companies.


G.  Risk Concentrations

The Company maintains deposits primarily in one financial institution, which may
at times  exceed  amounts  covered by  insurance  provided  by the U.S.  Federal
Deposit  Insurance  Corporation  ("FDIC").  At September 30, 2003 and 2002,  the
uninsured  portion  of  these  deposits   approximated  $160,000  and  $619,000,
respectively.  The  Company  has not  experienced  and  losses  with  respect to
deposits that exceed amounts covered by insurance provided by the FDIC.






















                                      F-13

<PAGE>
                                    Part III

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

     The  executive  officers  and  directors  of  Alliance  Health,   Inc.  are
identified in the following  table.  Each has held the indicated  positions with
Alliance Health,  Inc. since May 19, 1995, and will serve in these offices until
their successors are elected and qualified.

              NAME                    AGE             POSITION
              ----                    ---             --------

         Sarkis J. Kechejian          65    President, Treasurer

         Sharilyn J. Bruntz Wilson    53    Vice President and Secretary

         Kenneth Guest                64    Director

         James Kenney                 62    Director

         George Nicolaou, M.D.        82    Director

         Mac Martirossian             49    Director and Chairman of the Board

     Dr.  Kechejian is also president and sole owner of S. J.  Kechejian,  M.D.,
P.A., Metro Pharmacy, Inc. and Metroplex Specialties, P.A.

     Ms. Wilson is the Chief Financial  Officer of S. J.  Kechejian,  M.D., P.A.
and was  Secretary/Treasurer  of K Med Centers,  Inc. from  January,  1987 until
December,  1991.  Prior to that  time,  for  over  five  years,  she was a Legal
Assistant with several law firms.

     Mr. Guest is an attorney who has been  practicing  in the Dallas area since
1965. He is with the law firm of Guest and  Associates.  He has  investments  in
several manufacturing and retail businesses.

     James W. Kenney has been a Director since September,  1992. He is currently
associated with San Jacinto Securities,  Inc. as Executive Vice President.  From
February,  1992 to June,  1993 he served as Vice  President of  Investments  for
Renaissance Capital Group, Inc. From October,  1989 to February,  1992 he served
as  Senior   Vice   President,   Director  of  Trading  and  Sales  for  Capital
Institutional  Services.  From  February,  1987 to October,  1989,  he served as
Senior Vice  President for retail sales for Rauscher  Pierce  Refsnes,  Inc. Mr.
Kenney  received a BA degree in  economics  from the  University  of Colorado in
Boulder, Colorado.

     Dr. Nicolaou is a retired physician.  He has extensive business  experience
doing consulting work.

     Mac  Martirossian  has been a Director  since May,  1996.  He is  currently
Executive Vice President of Strategic  Planning and  Development for PRG-Schultz
International, Inc.






                                       -5-

<PAGE>
Item 10.  Executive Compensation
--------------------------------

Cash Compensation
-----------------

     For the fiscal year ended  September 30, 2003,  Dr.  Kechejian  received no
cash remuneration. Ms. Wilson received a salary of $41,617.27 for the year ended
September 30, 2003.

Compensation of Directors
-------------------------

     Directors  received  $750 for each of the  three  (3)  Board of  Director's
meetings attended.

Item 11.  Security Ownership of Certain Beneficial Owners and Managers
----------------------------------------------------------------------

     The  following  information  is  submitted  as of  September  30, 2003 with
respect to the Company's  voting  securities  owned  beneficially by each person
known to the Company who owns more than 5% of the Common  Stock of the  Company,
this  being  the only  class of voting  securities  now  outstanding  and by all
directors and officers of the Company individually and as a group.


         Name and Address of          Amount Bene-            Approximate
         Beneficial Owner           ficially owned            Percent of
                                      Class
         Nishan J. Kechejian, M.D.      1,000,000                 65%
         824 Oak St.
         Brockton, MA 02401

         All directors and officers     1,000,309                 65%
         as a group (7 persons)

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

     As set  forth  in the  Company's  financial  statements  contained  in this
report, all of the Company's  advertising income and MRI income was for services
rendered to affiliated  companies.  The Company's  primary  customers were S. J.
Kechejian,  M.D.,  P.A.  and  Metroplex  Specialties,   P.A.,  all  professional
corporations  wholly owned by S. J.  Kechejian,  M.D.  These  companies  provide
diagnostic  and  therapeutic  medical  services to patients  suffering from soft
tissue injuries generally incurred in automobile or job related accidents.

     Furthermore,  the  Company's  office  facilities  are leased from a company
owned by Dr.  Kechejian.  The Company leases its office space and equipment on a
month to month basis from S. J. Kechejian,  M.D., P.A. for which it paid $15,000
for fiscal  year ended  September  30,  2003 and  $48,000  for fiscal year ended
September  30,  2002.  The Company  leased its Dallas MRI facility on a month to
month basis from Arax  Limited  Partnership  for which it paid $5,000 for fiscal
year ended  September  30, 2002 and $30,000 for fiscal year ended  September 30,
2002.  The Ft.  Worth MRI  facility was leased on a month to month basis from SK
Properties for which it paid $5,000 for fiscal year ended September 30, 2003 and
$30,000 for fiscal year ended  September 30, 2002.  The General  Partner of Arax
Limited  Partnership  is Nishan J.  Kechejian,  M.D.,  the  brother of Sarkis J.
Kechejian. The principal of SK Properties is Sarkis J. Kechejian.

                                       -6-

<PAGE>
     Effective  November 29, 2002, Dr. Kechejian  exchanged  6,333,333 shares of
common stock of the Company and  $110,000  cash from  affiliates  for all of the
operating  assets and properties of the Company.  Simultaneously,  Dr. Kechejian
sold the remaining Company shares owned by him and entities that he controls (an
aggregate of 4,955,875 shares) for $0.33 per share cash or a total consideration
of $1,635,439. See Items 1, 5 and 11 above.

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

     1.   Exhibit 2 - Sale of Assets Agreement

     2.   Exhibit 2(a) - Amendment to Sale of Assets Agreement

     3.   Exhibit  31 -  Certification  of Chief  Executive  Officer  and  Chief
          Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002.

     4.   Exhibit 32 - Certification  of the Chief  Executive  Officer and Chief
          Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002.

Item 14.  Controls and Procedures
---------------------------------

1. Evaluation of disclosure controls and procedures.

     Our chief executive  officer and chief financial officer have evaluated the
effectiveness of the registrant's disclosure controls and procedures (as defined
in Rules 13a-14(c) and 15d-14(c) of the Securities  Exchange Act of 1934), as of
a date within 90 days of the filing date of this  quarterly  report  (Evaluation
Date), that ensure that information relating to the registrant which is required
to be disclosed in this report is recorded, processed,  summarized and reported,
within  required time periods.  They have  concluded  that as of the  Evaluation
Date, the  registrant's  disclosure  controls and  procedures  were adequate and
effective to ensure that material information relating to the registrant and its
consolidated  subsidiaries  would be made known to them by others  within  those
entities,  particularly  during the period in which this yearly report was being
prepared.

2. Changes in internal controls.

     There were no significant changes in the registrant's  internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the Evaluation  Date, nor were there any  significant  deficiencies  or material
weaknesses in these controls requiring corrective actions.







                                       -7-

<PAGE>
                                   SIGNATURES



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


                              ALLIANCE HEALTH, INC.



DATED:  December 22, 2003                By:/s/ Sarkis J. Kechejian, M.D.
                                            Sarkis J. Kechejian, M.D.
                                            President and Treasurer



In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

DATED:  December 22, 2003                  /s/ Sarkis J. Kechejian, M.D.
                                           Sarkis J. Kechejian, M.D.
                                           President and Treasurer

DATED:  December 22, 2003                  /s/ James Kenney
                                           James Kenney
                                           Director

DATED:  December 22, 2003                  /s/ George Nicolaou, M.D.
                                           George Nicolaou, M.D.
                                           Director

DATED:  December 22, 2003                  /s/ Kenneth Guest
                                           Kenneth Guest
                                           Director

DATED:  December 22, 2003                  /s/ Mac Martirossian
                                           Mac Martirossian
                                           Chairman








                                       -8-
<PAGE>
                                                                Exhibit 31

                                  CERTIFICATION

I, Sarkis J. Kechejian, M.D., certify that:

1. I have reviewed this annual report on Form 10-KSB of Alliance Health, Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:  December 22, 2003


                                         /s/Sarkis J. Kechejian, M.D.
                                         Sarkis J. Kechejian, M.D.
                                         President and Treasurer

<PAGE>
                                                                Exhibit 32

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with the  annual  filing  of  Alliance  Health,  Inc.  (the
"Company") Annual Report on Form 10-KSB for the period ending September 30, 2002
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Sarkis J.  Kechejian,  M.D.,  President  and Chief  Executive  Officer of the
Company,  certify,  pursuant to the 18 U.S.C.  (SS) 1350, as adopted pursuant to
(SS) 906 of the Sarbanes-Oxley Act of 2002, that:

     a.   The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Act of 1934; and

     b.   The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


/s/Sarkis J. Kechejian, M.D.
Sarkis J. Kechejian, M.D.
President and Chief Executive Officer


December 22, 2003




<PAGE>
                                                                Exhibit 31

                                  CERTIFICATION

I, Sharilyn J. Bruntz Wilson, certify that:

1. I have reviewed this annual report on Form 10-KSB of Alliance Health, Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  December 22, 2003


                                       /s/Sharilyn J. Bruntz Wilson
                                       Sharilyn J. Bruntz Wilson
                                       Vice President and Secretary


<PAGE>

                                                                Exhibit 32

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with the  annual  filing  of  Alliance  Health,  Inc.  (the
"Company") Annual Report on Form 10-KSB for the period ending September 30, 2002
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I,  Sharilyn J. Bruntz  Wilson,  Vice  President  and  Secretary of the Company,
certify, pursuant to the 18 U.S.C. (SS) 1350, as adopted pursuant to (SS) 906 of
the Sarbanes-Oxley Act of 2002, that:

          a.   The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Act of 1934; and

          b.   The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


/s/Sharilyn J. Bruntz Wilson
Sharilyn J. Bruntz Wilson
Vice President and Secretary


December 22, 2003