<PAGE>
                       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, 2001

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(g) of the Exchange Act:

                    Common Stock, par value $0.01
---------------------------------------------------------------------------
                            (Title of class)
---------------------------------------------------------------------------
                            (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 $3,331,000.

     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. 14,360,000

<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 is 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.  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. On
October 23, 1995 the Company began  leasing MRI units to Metroplex  Specialties,
P.A. and  currently  leases 3 units;  one is a mobile unit  purchased in January
1999 for $825,000 and a tractor  purchased for $97,787 in May to move the mobile
unit.  In the year 2001  revenue  for the three  MRI  units  was  $1,276,500  as
compared to 2000 revenue of $1,631,100.

     The Company purchased a CT Scanner in September,  1998 for $45,869 which is
leased to S. J. Kechejian,  M.D., P.A. for $125 per scan and generated income in
2001 of $3,625 as compared to 2000  revenue of $7,375.  S. J.  Kechejian,  M.D.,
P.A. is also wholly owned by Sarkis J. Kechejian, M.D.

     The Company has experience  through its  association  with K Clinics in the
Dallas/Fort   Worth  area  to  offer  the  services  of  a  Management   Service
Organization (MSO). K Clinic has developed innovative marketing, advertising and
administrative  services  over  the past ten  years  in  conjunction  with S. J.
Kechejian,  M.D.,  P.A. On December 31, 2000,  Aldine  Medical merged with S. J.
Kechejian,  M.D., and canceled their  management  service contract with Alliance
Health,  Inc. At that time,  Richard  Schneck also  resigned as Chief  Operating
Officer. The Company currently does not perform Management Services.

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, 2001 the  approximate  number of holders of record of the
Company  common stock was 299.  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.

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

     The Company's primary source of income during the year was from advertising
services  performed for  affiliated  companies,  S. J.  Kechejian,  M.D.,  P.A.,
Metroplex  Specialties,  Inc.  and  Metro  Pharmacy,  Inc.,  also  owned  by Dr.
Kechejian.

     Advertising  revenues  in fiscal year 2001 were  $2,054,500,  a decrease of
8.17% from fiscal year 2000  revenues of  $2,237,500.  This  decrease was due in
part to several  facilities being temporarily  closed by S. J. Kechejian,  M.D.,
P.A.

     During the last three years, the Company paid a third party agency $332,165
to perform  certain  media  services  and  recorded  the amounts on its books as
operating expenses.  Subsequently the Company discovered that the agency did not
perform the services. Reimbursement from the agency is doubtful, and the Company
has not recorded this amount on its books as a receivable.

     The Company experienced a decrease in fees from Metroplex Specialties, P.A.
from the MRI lease.  A decrease of 22% was realized in 2001 as compared to 2000,
primarily due to a decrease in patients referred by Metroplex  Specialties.  The
revenue from Metroplex Specialties,  P.A. is on a per scan basis and is expected
to continue at about the same level as in fiscal year 2001.

     Expenses for fiscal year 2001 were  $2,872,857  compared to $3,051,998  for
fiscal year 2000,  a decrease of six percent  (6%).  General and  administrative
expenses  alone for fiscal year 2001 were  $765,167  compared  to  $974,979  for
fiscal year 2000,  a decrease  of twenty two  percent(22%).  Administrative  and
management  services for affiliated client companies decreased and therefore the
Company's expenses were reduced due to the need for fewer personnel and expenses
related to the management administrative services.


                                       -3-


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

     The Company had  $2,023,286  in cash and treasury  bills at  September  30,
2001.

     The Company has an agreement with Metroplex Specialties, P.A. for the lease
of three MRIs at $300/per scan. This lease has been  renegotiated at the rate of
$250 per scan effective October 1, 2001.

     The  facility  in  Tyler,  Texas  purchased  in  1998  is  leased  to S. J.
Kechejian,  M.D.,  P.A. The facility  consists of a physical  therapy center and
specialty offices. The facility is being leased for $2,500 per month.

     The Company's  primary source of income continues to be from fees generated
by the marketing  and  advertising  services for S. J.  Kechejian,  M.D.,  P.A.,
Metroplex  Specialties,  P.A. and Metro  Pharmacy,  Inc. It is  anticipated  the
revenue for marketing services may decrease in the next year as S. J. Kechejian,
M.D., P.A. is  anticipating  possible  additional  cutbacks due to a decrease in
patient volume.

     The Company has current debt outstanding at September 30, 2001 of $190,937,
incurred  from the  purchase of a building at 232 W.  Tenth,  Dallas,  Texas for
$230,000.  The Company is leasing this facility to an  unaffiliated  third party
for $2,000 per month.

     Income  from  the  marketing  division,  lease  of the MRIs and CT Fees are
expected  to  produce   sufficient   cash  flow  to  cover  all   operating  and
administrative expenses.


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

     Financial  statements  in  response  to Item 7 are  presented  on pages F-1
through F-11.



                                       -4-

<PAGE>
                              ALLIANCE HEALTH, INC.

                      INDEX TO AUDITED FINANCIAL STATEMENTS




                                                                   Page

Independent Auditors' Report . . . . . . . . . . . . . . . . . . . .F-2

Balance Sheets at September 30, 2001 and 2000. . . . . . . . . . . .F-3

Statements of Income for the Years Ended
   September 30, 2001 and 2000 . . . . . . . . . . . . . . . . . . .F-4

Statements of Changes in Stockholders' Equity
   for the Years Ended September 30, 2001 and 2000 . . . . . . . . .F-5

Statements of Cash Flows for the Years Ended
   September 30, 2001 and 2000 . . . . . . . . . . . . . . . . . . .F-6

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














                                       F-1



<PAGE>

                          INDEPENDENT AUDITORS' REPORT




Board of Directors
Alliance Health, Inc.

     We have audited the accompanying balance sheets of Alliance Health, Inc. as
of September 30, 2001 and 2000, and the related statements of income, changes in
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  generally  accepted  auditing
standards 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,  2001 and 2000,  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.




Jackson & Rhodes P.C.

Dallas, Texas
November 12, 2001










                                       F-2

<PAGE>
                              ALLIANCE HEALTH, INC.
                                 BALANCE SHEETS
                           September 30, 2001 and 2000


<TABLE>
<CAPTION>


                                                 2001          2000
                                             ----------     ---------
Current assets:
<S>                                          <C>            <C>
  Cash                                       $ 1,523,286    $1,693,643
  Accounts receivable                                  -         6,000
  Treasury bill                                  500,000             -
  Other assets                                    59,513        49,650
  Income taxes receivable                        230,050             -
  Deferred tax asset                                   -        24,457
                                              ----------     ---------
         Total current assets                  2,312,849     1,773,750
                                              ----------     ---------

Property and equipment (Note 3)                4,859,704     4,604,954
   Less accumulated depreciation              (2,092,960)   (1,540,965)
                                              ----------     ---------
                                               2,766,744     3,063,989
                                              ----------     ---------

Other assets:
  Note receivable                                 23,593             -
                                              ----------     ---------

                                             $ 5,103,186    $4,837,739
                                              ==========     =========

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable - trade                  $     7,289    $  225,276
   Accrued liabilities                            16,978        19,405
   Current portion of long-term debt             190,937         4,706
   Income taxes payable                                -       130,856
   Net liabilities of discontinued
    operation (Note 7)                                 -        54,496
                                              ----------     ---------
         Total current liabilities               215,204       434,739
                                              ----------     ---------

Long-term debt, less current
 portion (Note 4)                                      -       190,937
Deferred gain on sale of discontinued
 operations (Note 7)                              23,593             -
Deferred income taxes                             72,940             -
                                              ----------     ---------
                                                  96,533       190,937
                                              ----------     ---------
         Total liabilities                       311,737       625,676
                                              ----------     ---------

Commitments and contingencies (Note 6)                 -             -

Stockholders' equity:
   Preferred stock, $.01 par, 100,000
      shares authorized, none issued                   -             -
   Common stock, $.01 par, 20,000,000
      shares authorized, 14,360,000 shares
      issued and outstanding                     143,600       143,600
   Paid-in capital                               723,466       723,466
   Retained earnings                           3,924,383     3,344,997
                                              ----------     ---------
   Total stockholders' equity                  4,791,449     4,212,063
                                              ----------     ---------
                                              $5,103,186    $4,837,739
                                              ==========     =========
</TABLE>


                 See accompanying notes to financial statements.
                                       F-3

<PAGE>


                             ALLIANCE HEALTH, INC.
                              STATEMENTS OF INCOME
                    Years Ended September 30, 2001 and 2000

<TABLE>
<CAPTION>

                                                      2001           2000
REVENUES:
<S>                                                <C>            <C>
 Advertising income from Affiliate (Note 8)        $2,054,500     $2,237,500
 MRI income from affiliate (Note 8)                 1,276,500      1,631,100
                                                    ---------      ---------
                                                    3,331,000      3,868,600
                                                    ---------      ---------

Expenses:
 Advertising                                        1,163,115      1,016,921
 Salaries and employee benefits                       392,581        546,440
 Depreciation                                         551,994        513,658
 General and administrative                           765,167        974,979
                                                    ---------      ---------
                                                    2,872,857      3,051,998
                                                    ---------      ---------

Operating income                                      458,143        816,602

Other income                                          385,234        573,601
                                                    ---------      ---------

Income before discontinued operation                  843,377      1,390,203

Gain (loss) on discontinued operation net of
 income taxes (benefit) of $22,520 and
 ($20,980) (Note 7)                                    35,976        (33,516)
                                                    ---------      ---------

Income before income taxes                            879,353      1,356,687

Income taxes (Note 5)                                 299,967        526,043
                                                    ---------      ---------

 Net income                                        $  579,386     $  830,644
                                                    =========      =========
Basic earnings per common share                    $     0.04     $     0.06
                                                    =========      =========

Weighted average number of
 common shares outstanding                         14,360,000     14,360,000
                                                   ==========     ==========
</TABLE>


                 See accompanying notes to financial statements.
                                     F-4

<PAGE>
                              ALLIANCE HEALTH, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     Years Ended September 30, 2001 and 2000

<TABLE>
<CAPTION>


                     Common Stock    Additional
                               Par    Paid-In    Retained
                   Shares     Value   Capital    Earnings       Total
                 ----------  -------  -------   ---------   ----------
<S>              <C>        <C>      <C>       <C>          <C>
Balance, 9-30-99 14,360,000 $143,600 $723,466  $2,514,353   $3,381,419
                 ----------  -------  -------   ---------   ----------
Net Income                -        -        -     830,644      830,644
                 ----------  -------  -------   ---------   ----------
Balance, 9-30-00 14,360,000  143,600  723,466   3,344,997    4,212,063

Net Income                -        -        -     579,386      579,386
                 ----------  -------  -------   ---------   ----------
Balance, 9-30-01 14,360,000 $143,600 $723,466  $3,924,383   $4,791,449
                 ==========  =======  =======   =========    =========

</TABLE>












                 See accompanying notes to financial statements.

                                       F-5

<PAGE>


                              ALLIANCE HEALTH, INC.
                            STATEMENTS OF CASH FLOWS
                     Years Ended September 30, 2001 and 2000

<TABLE>
<CAPTION>
                                                       2001           2000
                                                    --------       ---------
Cash flows from operating activities:
<S>                                                 <C>           <C>
   Net income                                       $ 579,386     $  830,644
   Adjustments to reconcile net income
    to net cash provided by operating
    activities:
     Depreciation                                     551,994        513,658
     Deferred income taxes                             97,397        (93,959)
     (Gain) loss on discontinued operations           (42,884)        33,516
     Changes in assets and liabilities:
      Accounts receivable                               6,000        171,961
      Other assets                                     (9,863)        (4,063)
      Income taxes payable                           (376,518)       273,156
      Accounts payable                               (217,987)       165,993
      Accrued liabilities                              (2,427)        (6,945)
                                                     --------      ---------
          Net cash provided by operating              585,098      1,883,961
          activities                                 --------      ---------

Cash flows from investing activities:
   Purchase of treasury bill                         (500,000)             -
   Purchase of equipment                             (254,749)      (780,234)
                                                     --------      ---------
          Net cash provided (used) by                (754,749)      (780,234)
          investing activities                       --------      ---------

Cash flows from financing activities:
   Note receivable                                      4,000              -
   Accounts receivable-affiliates                           -          1,726
   Payments on long-term debt                          (4,706)        (4,357)
                                                     --------      ---------
          Net used in financing activities               (706)        (2,631)
                                                     --------      ---------
          Net increase (decrease) in cash            (170,357)     1,101,096

   Cash at beginning of year                        1,693,643        592,547
                                                     --------      ---------
   Cash at end of year                             $1,523,286     $1,693,643
                                                    =========      =========
Income taxes paid                                  $  590,569     $  346,847
                                                    =========      =========
Interest paid                                      $   14,998     $   15,386
                                                    =========      =========
</TABLE>


                 See accompanying notes to financial statements.

                                       F-6
<PAGE>

                              ALLIANCE HEALTH, INC.
                          Notes to Financial Statements
                           September 30, 2001 and 2000

1.   Organization

     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  currently
     offers advertising and management services to medical clinics of affiliated
     companies (see Note 8).

 2.  Summary of Significant Accounting Policies

     Use of Estimates and Assumptions

     Preparation  of the  Company's  financial  statements  in  conformity  with
     generally  accepted  accounting  principles  requires  management  to  make
     estimates  and  assumptions   that  affect  certain  reported  amounts  and
     disclosures. Accordingly, actual results could differ from those estimates.

     Statement of Cash Flows and Treasury Bill

     For  statement  of cash flow  purposes,  the Company  considers  short-term
     investments  with  original  maturities  of three months or less to be cash
     equivalents. The Company's treasury bill matures March 21, 2002.
     Property and Equipment

     Property and  equipment are stated at cost.  Cost of property  renewals and
     betterments are capitalized;  cost of property  maintenance and repairs are
     charged against operations as incurred.

     Depreciation is computed using the straight-line  method over the estimated
     useful lives of the individual assets as follows:

          Equipment                  7 years
          Furniture and fixtures     4 years
          Leasehold improvements     5 years

     Income Taxes

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial  Accounting  Standards  No. 109,  "Accounting  for Income  Taxes"
     ("SFAS 109"). SFAS 109 utilizes the asset and liability method of computing
     deferred income taxes.  The objective of the asset and liability  method is
     to  establish  deferred  tax  assets  and  liabilities  for  the  temporary
     differences  between the financial reporting basis and the tax basis of the
     Company's  assets and  liabilities  at enacted tax rates  expected to be in
     effect when such amounts are realized or settled.

                                       F-7


<PAGE>
                              ALLIANCE HEALTH, INC.
                          Notes to Financial Statements


2.   Summary of Significant Accounting Policies (Continued)

     Earnings Per Common Share

     The Company accounts for earnings per share in accordance with Statement of
     Financial  Accounting  Standards No. 128,  Earnings Per Share ("SFAS 128").
     SFAS 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 share in the
     earnings of the  Company.  Because the  Company has no  potential  dilutive
     securities  outstanding,  the  accompanying  presentation  is only of basic
     earnings  per share.  The  Company's  Board of Directors  has  authorized a
     common stock split of four-for-one,  effective as of December 24, 1999. All
     share and per share amounts in the accompanying  financial  statements have
     been retroactively adjusted for the splits.

3.   Property and Equipment

     Property and equipment consisted of the following at September 30:


                                          2001         2000
                                       ---------    ---------
      Land                            $   15,000   $   15,000
      Buildings                          926,650      953,986
      Equipment (principally magnetic  3,020,837    3,010,268
       resonance imaging)
      Leasehold improvements             858,217      586,700
      Furniture and fixtures              39,000       39,000
                                      ----------   ----------
                                      $4,859,704   $4,604,954
                                       =========    =========
4.   Long-term Debt

     The Company  borrowed  $200,000 for the addition of a building during 1998.
     The note requires monthly payments of $1,642 per month,  including interest
     at 8% and matures on September 1, 2002.



                                       F-8



<PAGE>
                              ALLIANCE HEALTH, INC.
                          Notes to Financial Statements



5.   Income Taxes

     Following is a reconciliation  between reported income taxes and the amount
     computed  by applying  the  statutory  federal  income tax rates to pre-tax
     accounting income for the periods ended September 30:

                                                 2001       2000
                                                -------    -------
      Expected provision for federal          $ 299,000  $ 461,000
        income taxes
      State income taxes                          6,413     62,550
      Other                                      (5,446)     2,493
                                                -------    -------
                                              $ 299,967  $ 526,043


     Income taxes were as follows for the years ended September 30:

                                                 2001       2000
                                                -------    -------
      Current                                 $ 202,570  $ 620,003
      Deferred                                   97,397    (93,960)
                                                -------    -------
                                              $ 299,967  $ 526,043


     The components of the deferred tax asset (liability) are as follows at
     September 30:

                                                 2001       2000
                                                -------    -------
      Depreciation                            $(106,164) $(102,051)
      Alternative minimum tax                    25,522     25,522
      Cash basis                                  7,702    100,986
                                                -------    -------
                                              $ (72,940) $  24,457

6.   Commitments and Contingencies

     The  Company  invests its cash and  certificates  of deposit  primarily  in
     deposits with major banks.  Certain  deposits,  at times,  are in excess of
     federally  insured  limits.  The Company has not incurred losses related to
     its cash.








                                       F-9


<PAGE>

                              ALLIANCE HEALTH, INC.
                          Notes to Financial Statements


7.   Discontinued Operation

     During the year ended  September 30, 2000,  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  operation.  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 has been  deferred and will be recognized as
     the Company receives collections on the note receivable of which $4,000 was
     collected during the year ended 2001.

8.   Related Party Transactions

     All of the  Company's  advertising  income and MRI income was for  services
     rendered  to various  affiliated  companies  owned by the  Company's  major
     stockholder.

     The Company  leases its office  space and  equipment  on a month-to-month
     basis from S. J. Kechejian,  M.D., P.A., an affiliated company. The amounts
     paid in 2001 and 2000 were $28,000 and $24,000,  respectively.  The Company
     leases its Dallas  Texas MRI facility on a  month-to-month  basis from Arax
     Limited Partnership for which it paid $30,000 each year for the years ended
     September 30, 2001 and 2000. The Ft. Worth, Texas MRI facility is leased on
     a  month-to-month  basis from SK Properties  for which it paid $30,000 each
     year for the years ended September 30, 2001 and 2000.

     The Company  also paid K Clinics  fees  amounting  to $68,000 and  $274,000
     during the years ended September 30, 2001 and 2000, respectively, which is
     included in general and administrative expenses.









                                      F-10


<PAGE>



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

           None.

                                    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, with the exception of Mr.  Martirossian,  who
was appointed in May, 1996. Each of the others have 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          63    President, Treasurer

Sharilyn J. Bruntz Wilson    51    Vice President and Secretary

Kenneth Guest                62    Director

James Kenney                 60    Director

George Nicolaou, M.D.        80    Director

Mac M. Martirossian          47    Director and Chairman of the Board

     Dr.  Kechejian is and has been for over the past five years  president  and
sole owner of S. J.  Kechejian,  M.D.,  P.A.,  Metro Pharmacy,  Inc.,  Metroplex
Specialties, P.A. and Aldine Medical Associates.

     Ms. Wilson is and has been for over the past five years the Chief Financial
Officer of S. J. Kechejian, M.D., P.A.

     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.









                                       -5-


<PAGE>

     James W. Kenney has been a Director  since  September,  1992. He is and has
been over the past five years with San Jacinto  Securities,  Inc.  as  Executive
Vice  President.  Mr. Kenney also currently  serves on the Board of Directors of
the following  companies:  Industrial  Holdings,  Inc.,  Scientific  Measurement
Systems and Phazar Corp.

     Dr. Nicolaou has been a retired  physician for over the past five years.

     Mac M. Martirossian has been a Director since May, 1996. He is and has been
over the past five years Senior Vice President and Group  Managing  Director for
Howard Schultz & Associates International, Inc., the principal business of which
is  providing  audit  recovery  services to clients in 17  countries  around the
world.

Item 10.  Executive Compensation
--------  ----------------------

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

     For the fiscal year ended  September 30, 2000,  Dr.  Kechejian  received no
cash remuneration.

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

     Directors  received  $750  for each of the  four  (4)  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, 2001 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.







                            -6-

<PAGE>
Name and Address of          Amount Bene-            Approximate
Beneficial Owner           ficially owned            Percent of
                                                       Class

Sarkis J. Kechejian, M.D.     11,251,208                 78%
421 E. Airport Freeway
Irving, Texas  75062

Nishan J. Kechejian, M.D.      1,987,372                12.5%
824 Oak St.
Brockton, MA 02401

All directors and officers    11,251,684                 78%
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 are 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.  Dr.
Kechejian owns, directly or indirectly, 11,251,208 shares of Common Stock of the
Company (78% of the outstanding shares).

     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 $28,000
for fiscal  year ended  September  30,  2001 and  $34,500  for fiscal year ended
September  30,  2000.  The Company  leases its Dallas MRI facility on a month to
month basis from Arax Limited  Partnership  for which it paid $30,000 for fiscal
year ended  September 30, 2001,  and $26,250 for fiscal year ended 2000. The Ft.
Worth MRI  facility is leased on a month to month basis from SK  Properties  for
which it paid $30,000 for fiscal year ended  September 30, 2001, and $26,250 for
fiscal  year ended  September  30,  2000.  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.

                          PART IV.

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

       a.  Exhibit 27, Financial Data Schedule


                            -8-


<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 30, 2001  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 30, 2001   /s/ Sarkis J. Kechejian, M.D.
                               Sarkis J. Kechejian, M.D.
                               President and Treasurer

DATED:     December 30, 2001   /s/ James Kenney
                               James Kenney
                               Director

DATED:     December 30, 2001   /s/ George Nicolaou, M.D.
                               George Nicolaou, M.D.
                               Director

DATED:     December 30, 2001   /s/ Kenneth Guest
                               Kenneth Guest
                               Director

DATED:     December 30, 2001   /s/ Mac Martirossian
                               Mac Martirossian
                               Chairman







                            -9-