UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





Form
10-KSB











(Mark
      one)x
            Annual
      Report Under Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the fiscal year ended September 30, 2008o
            Transition
      Report Under Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period from ______________ to
  _____________











Commission
File Number: 33-17387






Alliance
Health, Inc.


(Exact
name of small business issuer as specified in its charter)





Delaware
              75-2192377(State
      of incorporation)
              (IRS
      Employer ID Number)





421 E. Airport Freeway, Irving, TX
75062


(Address
of principal executive offices) (Zip Code)





(972) 255-5533


(Registrant's
telephone number, including area code)










Securities
registered under Section 12 (b) of the Exchange Act - None





Securities
registered under Section 12(g) of the Exchange Act: - Common Stock -
None











Check
whether the issuer has (1) filed all reports required to be files by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period the Company was required to file such reports), and (2) has been subject
to such filing requirements for the past 90
days.  Yes  o   No  x





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  o





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes  x  No  o





The
issuer's revenues for the fiscal year ended September 30, 2008 were
$-0-.





The
aggregate market value of voting common equity held by non-affiliates as of
December 20, 2008 was approximately $-0-, as there are no current quotes
available for the Registrant’s equity securities.





As of
October 27, 2008, there were 1,534,066 shares of Common Stock issued and
outstanding.





Transitional
Small Business Disclosure Format : Yes  o   No 
x








Alliance
Health, Inc.


Form
10-KSB for the year ended September 30, 2008





Index
to Contents




Part
      I
                                                  
                                                  Page
      NumberItem 1
                                                  Description of Business
                                                  3Item 2
                                                  Description of Property
                                                  12Item 3
                                                  Legal Proceedings
                                                  13Item 4
                                                  Submission of Matters to a Vote of Security
      Holders
                                                  13Part
      IIItem 5
                                                  Market for Company’s Common Equity, Related Stockholders Matters
      and Small Business Issuer
                                                    Purchases of Equity Securities
                                                  13Item 6
                                                  Management’s Discussion and Analysis or Plan of
      Operation
                                                  13Item 7
                                                  Financial Statements
                                                  16Item 8
                                                  Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosures
                                                  16Item 8A
                                                  Controls and Procedures
                                                  16Item 8B
                                                  Other Information
                                                  17Part
      IIIItem 9
                                                  Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act
                                                  17Item 10
                                                  Executive Compensation
                                                  18Item 11
                                                  Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
                                                  19Item 12
                                                  Certain Relationships, Related Transactions and Director
      Independence
                                                  19Item 13
                                                  Exhibits and Reports on 8-K
                                                  19Item 14
                                                  Principal Accountant Fees and Services
                                                  20Signatures
                                                  21





2


Caution Regarding
Forward-Looking Information





Certain
statements contained in this annual filing, including, without limitation,
statements containing the words "believes", "anticipates", "expects" and words
of similar import, constitute forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.





Such
factors include, among others, the following: international, national and local
general economic and market conditions: demographic changes; the ability of the
Company to sustain, manage or forecast its growth; the ability of the Company to
successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans;
business  disruptions; the ability to attract and retain qualified
personnel; the ability to protect technology; and other factors referenced in
this and previous filings.





Given
these uncertainties, readers of this Form 10-KSB and investors are cautioned not
to place undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such factors or to publicly announce the
result of any revisions to any of the forward-looking statements contained
herein to reflect future events or developments.





PART
I





Item1 - Description of Business





Background and Historical
Operations





Alliance
Health, Inc. (Company) was incorporated on September 4, 1987 as K Resources,
Inc. in accordance with the Laws of the State of Delaware as a wholly-owned
subsidiary of K Med Centers, Inc. (K Med).  The Company changed its
corporate name to Alliance Health, Inc. on or about June 26, 1989.





In
December 1987, pursuant to a Registration Statement under the Securities Act of
1933, as amended, on Form S-1, approximately 680,500 shares of the Company’s
common stock were distributed to the holders of record on September 30, 1987 of
K Med common stock.





On June
26, 1989, pursuant to a Stock Purchase Agreement, the Company sold an aggregate
1,800,000 shares of the Company’s common stock for $140,000 cash and certain
leasehold improvements valued at $40,000.  The sale of these shares by
the Company were not registered under the Securities Act of 1933, as amended, in
reliance upon Section 4(2) thereof for non-public offerings.  This
transaction closed on June 30, 1989.





The
Company had no business activity until July 1989 at which time it began to
operate, through its wholly owned subsidiary, Alliance KMC, Inc., one medical
clinic in Dallas, Texas, which it closed the same year.





On May
12, 1995, the Company acquired the marketing division of K Clinics, P. A. (K
Clinics), from K Clinics, an affiliate of the Company.  For several
years, this marketing operation continued to contract to perform advertising and
marketing services for 19 medical clinics operated as or for S. J. Kechejian, M.
D., P. A., Aldine Medical Associates, Metroplex Specialties, P. A. and/or Metro
Pharmacy, Inc., located throughout 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.





Between
1995 and 1999, the Company acquired an MRI unit which was located in Dallas,
Texas, another MRI unit which was located in Ft. Worth, Texas and a third MRI
unit which was mounted in a tractor-trailer combination.  Each MRI
unit was leased to Metroplex Specialties, Inc., an affiliate of the Company
through common ownership and control.  In 1998, the Company acquired
an additional MRI unit which was leased to Aldine Medical Associates at a rate
of $125 per scan.  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.





On
October 28, 2002, the Company agreed to sell its operating property and
equipment to Dr. Kechejian for 6,333,333 shares of the Company’s common stock
and $110,000 in cash.  The sale was consummated on November 29,
2002.




3





On
November 29, 2002, Dr. Kechejian also sold an additional aggregate 4,955,875
shares of the Company’s common stock for $0.33 per share cash or a total
consideration of $1,635,439.





A special
cash dividend of $0.36 per share, or approximately $552,264, was distributed to
all shareholders of record on February 5, 2004.





As a
result of these transactions, the Company has no business
operations.  Its only assets are cash and cash items.





Current
Status





The
Company’s current business plan is to locate and combine with an existing,
privately-held company which is profitable or, in management's view, has growth
potential, irrespective of the industry in which it is
engaged.  However, the Company does not intend to combine with a
private company which may be deemed to be an investment company subject to the
Investment Company Act of 1940.  A combination may be structured as a
merger, consolidation, exchange of the Company's common stock for stock or
assets or any other form which will result in the combined enterprise's becoming
a publicly-held corporation.





The
Company’s equity securities are currently not being traded on either the NASDAQ
Electronic Bulletin Board or the Pink Sheets.





Since the
disposition of all operating assets and operations in September 1996, the
Company may be referred to as a reporting shell corporation.  Shell
corporations have zero or nominal assets and typically no stated or contingent
liabilities.  Private companies wishing to become publicly trading may
wish to merge with a shell (a reverse merger or reverse acquisition) whereby the
shareholders of the private company become the majority of the shareholders of
the combined company.  The private company may purchase for cash all
or a portion of the common shares of the shell corporation from its major
stockholders.  Typically, the Board and officers of the private
company become the new Board and officers of the combined Company and often the
name of the private company becomes the name of the combined
entity.





The
Company has very limited capital, and it is unlikely that the Company will be
able to take advantage of more than one such business
opportunity.  The Company intends to seek opportunities demonstrating
the potential of long-term growth as opposed to short-term earnings. However, at
the present time, the Company has not identified any business opportunity that
it plans to pursue, nor has the Company reached any agreement or definitive
understanding with any person concerning an acquisition.





It is
anticipated that the Company’s officers and directors will contact
broker-dealers and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of the Company’s existence and to
determine if any companies or businesses that they represent have a general
interest in considering a merger or acquisition with a blind pool or blank check
or shell entity.  No assurance can be given that the Company will be
successful in finding or acquiring a desirable business opportunity, given the
limited funds that are expected to be available for
acquisitions.  Furthermore, no assurance can be given that any
acquisition, which does occur, will be on terms that are favorable to the
Company or its current stockholders.





The
Company’s search will be directed toward small and medium-sized enterprises,
which have a desire to become public corporations.  In addition these
enterprises may wish to satisfy, either currently or in the reasonably near
future, the minimum tangible asset requirement in order to qualify shares for
trading on NASDAQ or on an exchange such as the American Stock Exchange. (See
Investigation and Selection of Business Opportunities).  The Company
anticipates that the business opportunities presented to it will (I) either be
in the process of formation, or be recently organized with limited operating
history or a history of losses attributable to under-capitalization or other
factors; (ii) experiencing financial or operating difficulties; (iii) be in need
of funds to develop new products or services or to expand into a new market, or
have plans for rapid expansion through acquisition of competing businesses; (iv)
or other similar characteristics.  The Company intends to concentrate
its acquisition efforts on properties or businesses that it believes to be
undervalued or that it believes may realize a substantial benefit from being
publicly owned.  Given the above factors, investors should expect that
any acquisition candidate may have little or no operating history, or a history
of losses or low profitability.





The
Company does not propose to restrict its search for investment opportunities to
any particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited
resources.  This includes industries such as service, finance, natural
resources, manufacturing, high technology, product development, medical,
communications and others.  The Company’s discretion in the selection
of business opportunities is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors.




4


Any
entity, which has an interest in being acquired by, or merging into the Company,
is expected to be an entity that desires to become a public Company and
establish a public trading market for its securities.  In connection
with such a merger or acquisition, it is highly likely that an amount of stock
constituting control of the Company would either be issued by the Company or be
purchased from the current principal stockholders of the Company by the
acquiring entity or its affiliates.  If stock is purchased from the
current principal stockholders, the transaction is likely to result in
substantial gains to the current principal stockholders relative to their
purchase price for such stock.  In the Company’s judgment, none of the
officers and directors would thereby become an underwriter within the meaning of
the Section 2(11) of the Securities Act of 1933, as amended as long as the
transaction is a private transaction rather than a public distribution of
securities.  The sale of a controlling interest by certain principal
shareholders of the Company would occur at a time when minority stockholders are
unable to sell their shares because of the lack of a public market for such
shares.





Depending
upon the nature of the transaction, the current officers and directors of the
Company may resign their management and board positions with the Company in
connection with a change of control or acquisition of a business opportunity
(See Form of Acquisition, below, and Risk Factors, The Company,  Lack
of Continuity of Management).  In the event of such a resignation, the
Company’s current management would thereafter have no control over the conduct
of the Company’s business.





It is
anticipated that business opportunities will come to the Company’s attention
from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plan, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.





The
Company does not foresee that it will enter into a merger or acquisition
transaction with any business with which its officers or directors are currently
affiliated.  Should the Company determine in the future, contrary to
the forgoing expectations, that a transaction with an affiliate would be in the
best interests of the Company and its stockholders, the Company is, in general,
permitted by Delaware law to enter into a transaction if: The material facts as
to the relationship or interest of the affiliate and as to the contract or
transaction are disclosed or are known to the Board of Directors, and the Board
in good faith authorizes, approves or ratifies the contract or transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors constitute less than a quorum; or the material facts
as to the relationship or interest of the affiliate and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by vote of the stockholders; or the contract or
transaction is fair as to the Company as of the time it is authorized, approved
or ratified, by the Board of Directors or the stockholders.





Investigation
and Selection of Business Opportunities





To a
large extent, a decision to participate in a specific business opportunity may
be made upon management’s analysis of the quality of the other Company’s
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, the perceived benefit
the business opportunity will derive from becoming a publicly held entity, and
numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria.  In many instances,
it is anticipated that the historical operations of a specific business
opportunity may not necessarily be indicative of the potential for the future
because of a variety of factors, including, but not limited to, the possible
need to expand substantially, shift marketing approaches, change product
emphasis, change or substantially augment management, raise capital and the
like.





It is
anticipated that the Company will not be able to diversify, but will essentially
be limited to the acquisition of one business opportunity because of the
Company’s limited financing.  This lack of diversification will not
permit the Company to offset potential losses from one business opportunity
against profits from another, and should be considered an adverse factor
affecting any decision to purchase the Company’s securities.





Certain
types of business acquisition transactions may be completed without any
requirement that the Company first submit the transaction to the stockholders
for their approval.  In the event the proposed transaction is
structured in such a fashion that stockholder approval is not required, holders
of the Company’s securities (other than principal stockholders holding a
controlling interest) should not anticipate that they will be provided with
financial statements or any other documentation prior to the completion of the
transaction.  Other types of transactions require prior approval of
the stockholders.





In the
event a proposed business combination or business acquisition transaction is
structured in such a fashion that prior stockholder approval is necessary, the
Company will be required to prepare a Proxy or Information Statement describing
the proposed transaction, file it with the Securities and Exchange Commission
for review and approval, and mail a copy of it to all Company stockholders prior
to holding a stockholders meeting for purposes of voting on the
proposal.




5


Minority
shareholders that do not vote in favor of a proposed transaction will then have
the right, in the event the transaction is approved by the required number of
stockholders, to exercise statutory dissenter’s rights and elect to be paid the
fair value of their shares.





The
analysis of business opportunities will be undertaken by or under the
supervision of the Company’s officers and directors, none of whom are
professional business analysts (See Management).  Although there are
no current plans to do so, Company management might hire an outside consultant
to assist in the investigation and selection of business opportunities, and
might pay a finder’s fee.  Since Company management has no current
plans to use any outside consultants or advisors to assist in the investigation
and selection of business opportunities, no policies have been adopted regarding
use of such consultants or advisors, the criteria to be used in selecting such
consultants or advisors, the services to be provided, the term of service, or
the total amount of fees that may be paid.  However, because of the
limited resources of the Company, it is likely that any such fee the Company
agrees to pay would be paid in stock and not in cash.





Otherwise,
in analyzing potential business opportunities, Company management anticipates
that it will consider, among other things, the following factors:





·
            Potential
      for growth and profitability indicated by new technology, anticipated
      market expansion, or new products;


·
            The
      Company’s perception of how any particular business opportunity will be
      received by the investment community and by the Company’s
      stockholders;


·
            Whether,
      following the business combination, the financial condition of the
      business opportunity would be, or would have a significant prospect in the
      foreseeable future of becoming, sufficient to enable the securities of the
      Company to qualify for listing on an exchange or on a national automated
      securities quotation system, such as NASDAQ, so as to permit the trading
      of such securities to be exempt from the requirements of Rule 15g-9
      adopted by the Securities and Exchange Commission (See Risk
      Factors  The Company  Regulations of Penny
      Stocks).


·
            Capital
      requirements and anticipated availability of required funds, to be
      provided by the Company or from operations, through the sale of additional
      securities, through joint ventures or similar arrangements, or from other
      sources;


·
            The
      extent to which the business opportunity can be
  advanced;


·
            Competitive
      position as compared to other companies of similar size and experience
      within the industry segment as well as within the industry as a
      whole;


·
            Strength
      and diversity of existing management or management prospects that are
      scheduled for recruitment;


·
            The
      cost of participation by the Company as compared to the perceived tangible
      and intangible values and potential;
and


·
            The
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance, and other required
    items.





In regard
to the possibility that the shares of the Company would qualify for listing on
NASDAQ, the current standards for initial listing include, among other
requirements, that the Company have (1) (A) (i) stockholders’ equity of $5
million; and (ii) a market value of publicly held shares of $15 million; and
(iii) an operating history of at least two (2) years; OR (B) (i) stockholders’
equity of $4 million; and (ii) market value of listed securities of $50 million
(currently listed must meet this requirement and the bid price requirement under
Rule 4310(c)(4) for 90 consecutive trading days ($4.00 per share) prior to
applying for the listing; and (iii) market value of publicly held shares of $15
million; OR (C) (i) stockholders’ equity of $4 million; and (ii) net income from
continuing operations of $750,000 in the most recently completed year or in two
of the last three most recently completed fiscal years; and (iii) a market value
of publicly held shares of $5 million; (2) have a public float (i.e., shares
that are not held by any officer, director or 10% stockholder) of at least 1.0
million shares; and (3) have at least 300 round lot stockholders (i.e.,
stockholders who own not less than 100 shares).  Many, and perhaps
most, of the business opportunities that might be potential candidates for a
combination with the Company would not satisfy the NASDAQ listing
criteria.





No one of
the factors described above will be controlling in the selection of a business
opportunity, and management will attempt to analyze all factors appropriate to
each opportunity and make a determination based upon reasonable investigative
measures and available data.  Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and
complex.  Potential investors must recognize that, because of the
Company’s limited capital available for investigation and management’s limited
experience in business analysis, the Company may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.





The
Company is unable to predict when it may participate in a business
opportunity.  It expects, however, that the analysis of specific
proposals and the selection of a business opportunity may take several months or
more.





6


Prior to
making a decision to participate in a business opportunity, the Company will
generally request that it be provided with written materials regarding the
business opportunity containing as much relevant information as possible,
including, but not limited to, such items as a description of products, services
and Company history; management resumes; financial information; available
projections, with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents, trademarks,
or service marks, or rights thereto; present and proposed forms of compensation
to management; a description of transactions between such Company and its
affiliates during the relevant periods; a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements; audited financial statements, or
if they are not available, unaudited financial statements, together with
reasonable assurance that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 60 days following
completion of a merger or acquisition transaction; and the like.





As part
of the Company’s investigation, the Company’s executive officers and directors
may meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis or verification of certain
information provided, check references of management and key personnel, and take
other reasonable investigative measures, to the extent of the Company’s limited
financial resources and management expertise.





It is
possible that the range of business opportunities that might be available for
consideration by the Company could be limited by the impact of Securities and
Exchange Commission regulations regarding purchase and sale of penny
stocks.  The regulations would affect, and possibly impair, any market
that might develop in the Company’s securities until such time as they qualify
for listing on NASDAQ or on an exchange which would make them exempt from
applicability of the penny stock regulations.  (See Risk Factors
Regulation of Penny Stocks)





Company
management believes that various types of potential merger or acquisition
candidates might find a business combination with the Company to be
attractive.  These include acquisition candidates desiring to create a
public market for their shares in order to enhance liquidity for current
stockholders, acquisition candidates which have long-term plans for raising
capital through public sale of securities and believe that the possible prior
existence of a public market for their securities would be beneficial, and
acquisition candidates which plan to acquire additional assets through issuance
of securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of assistance in
that process.  Acquisition candidates, which have a need for an
immediate cash infusion, are not likely to find a potential business combination
with the Company to be an attractive alternative.





Form
of Acquisition





It is
impossible to predict the manner in which the Company may participate in a
business opportunity.  Specific business opportunities will be
reviewed as well as the respective needs and desires of the Company and the
promoters of the opportunity and, upon the basis of the review and the relative
negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected.  Such
structure may include, but is not limited to leases, purchase and sale
agreements, licenses, joint ventures and other contractual
arrangements.  The Company may act directly or indirectly through an
interest in a partnership, corporation or other form of
organization.  Implementing such structure may require the merger,
consolidation or reorganization of the Company with other corporations or forms
of business organization.  In addition, the present management and
stockholders of the Company most likely will not have control of a majority of
the voting stock of the Company following a merger or reorganization
transaction.  As part of such a transaction, the Company’s existing
directors may resign and new directors may be appointed without any vote by
stockholders.





It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of Common Stock or other securities of the
Company.  Although the terms of any such transaction cannot be
predicted, it should be noted that in certain circumstances the criteria for
determining whether or not an acquisition is a so-called “B” tax free
reorganization under the Internal Revenue Code of 1986 as amended, depends upon
the issuance to the stockholders of the acquired Company of a controlling
interest (i.e., 80% or more) of the common stock of the combined entities
immediately following the reorganization.  If a transaction were
structured to take advantage of these provisions rather than other a tax free
provisions provided under the Internal Revenue Code, the Company’s current
stockholders would retain in the aggregate 20% or less of the total issued and
outstanding shares.  This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization.  Any such issuance of additional shares might
also be done simultaneously with a sale or transfer of shares representing a
controlling interest in the Company by the current officers, directors and
principal stockholders.





It is
anticipated that any new securities issued in any reorganization would be issued
in reliance upon one or more exemptions from registration under applicable
federal and state securities laws to the extent that such exemptions are
available.  In some circumstances, however, as a negotiated element of
the transaction, the Company may agree to register such securities either at the
time the transaction is consummated or under certain conditions at specified
times thereafter.  The issuance of substantial additional securities
and their potential sale into any trading market that might develop in the
Company’s securities may have a depressive effect upon such market.




7




The
Company will participate in a business opportunity only after the negotiation
and execution of a written agreement.  Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.





As a
general matter, the Company anticipates that it, and/or its principal
stockholders will enter into a letter of intent with the management, principals
or owners of a prospective business opportunity prior to signing a binding
agreement.  Such a letter of intent will set forth the terms of the
proposed acquisition but will not bind any of the parties to consummate the
transaction.  Execution of a letter of intent will by no means
indicate that consummation of an acquisition is probable.  Neither the
Company nor any of the other parties to the letter of intent will be bound to
consummate the acquisition unless and until a definitive agreement is
executed.  Even after a definitive agreement is executed, it is
possible that the acquisition would not be consummated should any party elect to
exercise any right provided in the agreement to terminate it on specific
grounds.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial costs for accountants, attorneys and others.  If a
decision is made not to participate in a specific business opportunity, the
costs incurred in the related investigation would not be
recoverable.  Moreover, because many providers of goods and services
require compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to produce goods and services.





Investment
Company Act and Other Regulation





The
Company may participate in a business opportunity by purchasing, trading or
selling the securities of such business.  The Company does not,
however, intend to engage primarily in such activities.  Specifically,
the Company intends to conduct its activities so as to avoid being classified as
an investment company under the Investment Company Act of 1940 (the Investment
Act), and therefore to avoid application of the costly and restrictive
registration and other provisions of the Investment Act, and the regulations
promulgated thereunder.





The
Company’s plan of business may involve changes in its capital structure,
management, control and business, especially if it consummates the
reorganization as discussed above.  Each of these areas is regulated
by the Investment Act, in order to protect purchasers of investment company
securities. Since the Company will not register as an investment company,
stockholders will not be afforded these protections.





Competition





The
Company expects to encounter substantial competition in its efforts to locate
attractive business combination opportunities.  The competition may in
part come from business development companies, venture capital partnerships and
corporations, small investment companies, brokerage firms, and the
like.  Some of these types of organizations are likely to be in a
better position than the Company to obtain access to attractive business
acquisition candidates either because they have greater experience, resources
and managerial capabilities than the Company, because they are able to offer
immediate access to limited amounts of cash, or for a variety of other
reasons.  The Company also will experience competition from other
public companies with similar business purposes, some of which may also have
funds available for use by an acquisition candidate.





Employees





The
Company currently has no employees.  Management of the Company expects
to use consultants, attorneys and accountants as necessary, and does not
anticipate a need to engage any full-time employees so long as it is seeking and
evaluating business opportunities.  The need for employees and their
availability will be addressed in connection with the decision whether or not to
acquire or participate in specific business opportunities.





Risk
Factors





The
Company's business and plan of operation is subject to numerous risk factors,
including, but not limited to, the following:





Limited Operating History
makes Potential Business Combinations Difficult to Assess





8


The
Company has had no operating history nor any revenues or earnings from
operations since 1996.  The Company has no assets or financial
resources.  The Company will, in all likelihood, continue to sustain
operating expenses without corresponding revenues, at least until the
consummation of a business combination.  This will most likely result
in the Company incurring a net operating loss which will increase continuously
until the Company can consummate a business combination with a target
company.  There is no assurance that the Company can identify such a
target company and consummate such a business combination.





There is NO Agreement For A
Business Combination and NO Minimum Requirements for a Business
Combination





The
Company has no current arrangement, agreement or understanding with respect to
engaging in a business combination with a specific entity.  There can
be no assurance that the Company will be successful in identifying and
evaluating suitable business opportunities or in concluding a business
combination.  No particular industry or specific business within an
industry has been selected for a target company.  The Company has not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which it will require a target
company to have achieved, or without which the Company would not consider a
business combination with such business entity.  Accordingly, the
Company may enter into a business combination with a business entity having no
significant operating history, losses, limited or no potential for immediate
earnings, limited assets, negative net worth or other negative
characteristics.  There is no assurance that the Company will be able
to negotiate a business combination on terms favorable to the
Company.





NO Assurance of Success or
Profitability





There is
no assurance that the Company will acquire a favorable business
opportunity.  Even if the Company should become involved in a business
opportunity, there is no assurance that it will generate revenues or profits, or
that the market price of the Company’s outstanding shares will be increased
thereby.





Type of Business To Be
Acquired





The type
of business to be acquired may be one that desires to avoid effecting its own
public offering and the accompanying expense, delays, uncertainties, and federal
and state requirements which purport to protect investors.  Because of
the Company’s limited capital, it is more likely than not that any acquisition
by the Company will involve other parties whose primary interest is the
acquisition of control of a publicly traded Company.  Moreover, any
business opportunity acquired may be currently unprofitable or present other
negative factors.





Lack of
Diversification





Because
of the limited financial resources that the Company has, it is unlikely that the
Company will be able to diversify its acquisitions or operations.  The
Company’s probable inability to diversify its activities into more than one area
will subject the Company to economic fluctuations within a particular business
or industry and therefore increase the risks associated with the Company’s
operations.





Only ONE Director and
Officer





Because
management consists of only one person, while seeking a business combination,
Sarkis J. Kechejian, M. D., the Company’s President, will be the only person
responsible in conducting the day-to-day operations of the
Company.  The Company does not benefit from multiple judgments that a
greater number of directors or officers would provide, and the Company will rely
completely on the judgment of its one officer and director when selecting a
target company.  Dr. Kechejian anticipates devoting only a limited
amount of time per month to the business of the Company.  Dr.
Kechejian has not entered into a written employment agreement with the Company
and he is not expected to do so.  The Company does not anticipate
obtaining key man life insurance on Dr. Kechejian.  The loss of the
services of Dr. Kechejian would adversely affect development of the Company’s
business and its likelihood of continuing operations.





Dependence Upon Management,
Limited Participation of Management





The
Company will be entirely dependant upon the experience of its officer and
director in seeking, investigating, and acquiring a business and in making
decisions regarding the Company’s operations.  Because investors will
not be able to evaluate the merits of possible future business acquisitions by
the Company, they should critically assess the information concerning the
Company’s officers and directors.  (See Management.)





9


Conflicts of
Interest





Certain
conflicts of interest exist between the Company and its officer and
director.  He has other business interests to which he currently
devotes attention and is expected to continue to do so.  As a result,
conflicts of interest may arise that can be resolved only through his exercise
of judgement in a manner which is consistent with his fiduciary duties to the
Company.  (See Management, Conflicts of Interest.)





It is
anticipated that the Company’s principal shareholder, Sarkis J. Kechejian, M.
D., who is also the Company’s sole Officer and a Company Director, may actively
negotiate or otherwise consent to the purchase of a portion of his common stock
as a condition to, or, in connection with, a proposed merger or acquisition
transaction.  In this process, the Company’s principal shareholders
may consider his own personal pecuniary benefit rather than the best interest of
other Company shareholders.  Depending upon the nature of a proposed
transaction, Company shareholder other than the principal shareholders may not
be afforded the opportunity to approve or consent to a particular
transaction.





Possible Need For Additional
Financing





The
Company has very limited funds, and such funds, may not be adequate to take
advantage of any available business opportunities.  Even if the
Company’s currently available funds prove to be sufficient to pay for its
operations until it is able to acquire an interest in, or complete a transaction
with, a business opportunity, such funds will clearly not be sufficient to
enable it to exploit the opportunity.  Thus, the ultimate success of
the Company will depend, in part, upon its availability to raise additional
capital.  In the event that the Company requires modest amounts of
additional capital to fund its operations until it is able to complete a
business acquisition or transaction, such funds, are expected to be provided by
the principal shareholder.  However, the Company has not investigated
the availability, source, or terms that might govern the acquisition of the
additional capital which is expected to be required in order to exploit a
business opportunity, and will not do so until it has determined the level of
need for such additional financing.  There is no assurance that
additional capital will be available from any source or, if available, that it
can be obtained on terms acceptable to the Company.  If not available,
the Company’s operations will be limited to those that can be financed with its
modest capital.





Dependence Upon Outside
Advisors





To
supplement the business experience of its officer and director, the Company may
be required to employ accountants, technical experts, appraisers, attorneys, or
other consultants or advisors.  The selection of any such advisors
will be made by the Company’s officer, without any input by
shareholders.  Furthermore, it is anticipated that such persons may be
engaged on an as needed basis without a continuing fiduciary or other obligation
to the Company.  In the event the officer of the Company considers it
necessary to hire outside advisors, he may elect to hire persons who are
affiliates, if those affiliates are able to provide the required
services.





Regulation of Penny
Stocks





The U. S.
Securities and Exchange Commission (SEC) has adopted a number of rules to
regulate “penny stocks.” Such rules include Rule 3a51-1 and Rules 15g-1 through
15g-9 under the Securities Exchange Act of 1934, as amended. Because the
securities of the Company may constitute “penny stocks” within the meaning of
the rules (as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, largely traded in
the National Association of Securities Dealers’ (NASD) OTC Bulletin Board or the
“Pink Sheets”, the rules would apply to the Company and to its securities. The
Commission has adopted Rule 15g-9 which established sales practice requirements
for certain low price securities. Unless the transaction is exempt, it shall be
unlawful for a broker or dealer to sell a penny stock to, or to effect the
purchase of a penny stock by, any person unless prior to the transaction: (I)
the broker or dealer has approved the person’s account for transactions in penny
stock pursuant to this rule and (ii) the broker or dealer has received from the
person a written agreement to the transaction setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person’s
account for transactions in penny stock, the broker or dealer must: (a) obtain
from the person information concerning the person’s financial situation,
investment experience, and investment objectives; (b) reasonably determine that
transactions in penny stock are suitable for that person, and that the person
has sufficient knowledge and experience in financial matters that the person
reasonably may be expected to be capable of evaluating the risks of transactions
in penny stock; (c) deliver to the person a written statement setting forth the
basis on which the broker or dealer made the determination (i) stating in a
highlighted format that it is unlawful for the broker or dealer to affect a
transaction in penny stock unless the broker or dealer has received, prior to
the transaction, a written agreement to the transaction from the person; and
(ii) stating in a highlighted format immediately preceding the customer
signature line that (iii) the broker or dealer is required to provide the person
with the written statement; and (iv) the person should not sign and return the
written statement to the broker or dealer if it does not accurately reflect the
person’s financial situation, investment experience, and investment objectives;
and (d) receive from the person a manually signed and dated copy of the written
statement. It is also required that disclosure be made as to the risks of
investing in penny stock and the


10


commissions
payable to the broker-dealer, as well as current price quotations and the
remedies and rights available in cases of fraud in penny stock transactions.
Statements, on a monthly basis, must be sent to the investor listing recent
prices for the Penny Stock and information on the limited market. Stockholders
should be aware that, according to Securities and Exchange Commission Release
No. 34-29093, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the security by one or a few broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (iii) “boiler room”
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differential and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company’s management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of broker-dealers who participate in
the market, management will strive within the confines of practical limitations
to prevent the described patterns from being established with respect to the
Company’s securities.





There May Be A Scarcity of
and/or Significant Competition For Business Opportunities and/or
Combinations





The
Company is and will continue to be an insignificant participant in the business
of seeking mergers with and acquisitions of business entities.  A
large number of established and well financed entities, including venture
capital firms, are active in mergers and acquisitions of companies which may be
merger or acquisition target candidates for the Company.  Nearly all
such entities have significantly greater financial resources, technical
expertise and managerial capabilities than the Company and, consequently, the
Company will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business
combination.  Moreover, the Company will also compete in seeking
merger or acquisition candidates with other public shell companies, some of
which may also have funds available for use by an acquisition
candidate.





Reporting Requirements May
Delay or Preclude Acquisition





Pursuant
to the requirements of Section 13 of the Exchange Act, the Company is required
to provide certain information about significant acquisitions including audited
financial statements of the acquired company.  These audited financial
statements must be furnished within 4 days following the effective date of a
business combination.  Obtaining audited financial statements are the
economic responsibility of the target company.  The additional time
and costs that may be incurred by some potential target companies to prepare
such financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the
Company.  Acquisition prospects that do not have or are unable to
obtain the required audited statements may not be appropriate for acquisition so
long as the reporting requirements of the Exchange Act are
applicable.  When a non-reporting company becomes the successor of a
reporting company by merger, consolidation, exchange of securities, and
acquisition of assets or otherwise, the successor company is required to provide
in a Current Report on Form 8-K the same kind of information that would appear
in a Registration Statement or an Annual Report on Form 10-KSB, including
audited and pro forma financial statements.  The Commission treats
these Form 8-K filings in the same way it treats the Registration Statements on
Form 10-SB filings.  The Commission subjects them to its standards of
review selection, and the Commission may issue substantive comments on the
sufficiency of the disclosures represented.  If the Company enters
into a business combination with a non-reporting company, such non-reporting
company will not receive reporting status until the Commission has determined
that it will not review the 8-K filing or all of the comments have been cleared
by the Commission.





Lack of Market Research or
Marketing Organization





The
Company has neither conducted, nor have others made available to it, market
research indicating that demand exists for the transactions contemplated by the
Company.  In the event demand exists for a transaction of the type
contemplated by the Company, there is no assurance the Company will be
successful in completing any such business combination.





Probable Change in Control
of The Company and/or Management





In
conjunction with completion of a business acquisition, it is anticipated that
the Company will issue an amount of the Company’s authorized but unissued common
stock that represents the greater majority of the voting power and equity of the
Company, which will, in all likelihood, result in shareholders of a target
company obtaining a controlling interest in the Company.  As a
condition of the business combination agreement, the current principal
shareholder of the Company may agree to sell or transfer all or a portion of the
Company’s common stock he owns so to provide the target company with all or
majority control.  The resulting change in control of the Company will
likely result in removal of the present officer and director of the Company and
a corresponding reduction in or elimination of his participation in the future
affairs of the Company.




11


Possible Dilution of Value
of Shares Upon Business Combination





A
business combination normally will involve the issuance of a significant number
of additional shares.  Depending upon the value of the assets acquired
in such business combination, the per share value of the Company’s common stock
may increase or decrease, perhaps significantly.





Limited or No Public Market
Exists





There is
currently no public market for the Company’s common stock and no assurance can
be given that a market will develop or that a shareholder ever will be able to
liquidate his investment without considerable delay, if at all.  If a
market should develop, the price may be highly volatile.  Factors such
as those discussed in this “Risk Factors” section may have a significant impact
upon the market price of the securities offered hereby.  Owing to the
low price of the securities, many brokerage firms may not be willing to effect
transactions in the securities.  Even if a purchaser finds a broker
willing to effect a transaction in theses securities, the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the sales proceeds.





Registration of Shares May
Be Required





The
future registration of certain “restricted securities” may or may not be
required depending on the current or future promulgations of Rule 144 under the
Securities Act of 1933, as amended, and/or current or future positions of the
SEC or FINRA.





Blue Sky
Consideration





Because
the securities registered hereunder have not been registered for resale under
the Blue Sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware, that there may be significant state Blue Sky law restrictions
upon the ability of investors to sell the securities and of purchasers to
purchase the securities.  Accordingly, investors should consider the
secondary market for the Company’s securities to be a limited one.





Additional Risks Doing
Business in a Foreign Country





The
Company may effectuate a business combination with a merger target whose
business operations or even headquarters, place of formation or primary place of
business are located outside the United States of America. In such event, the
Company may face the significant additional risks associated with doing business
in that country.  In addition to the language barriers, different
presentations of financial information, different business practices, and other
cultural differences and barriers that may make it difficult to evaluate such a
merger target, ongoing business risks result from the international political
situation, uncertain legal systems and applications of law, prejudice against
foreigners, corrupt practices, uncertain economic policies and potential
political and economic instability that may be exacerbated in various foreign
countries.





Taxation





Federal
and state tax consequences will, in all likelihood, be major considerations in
any business combination that the Company may undertake.  Currently,
such transactions may be structured so as to result in tax-free treatment to
both companies, pursuant to various federal and state tax
provisions.  The Company intends to structure any business combination
so as to minimize the federal and state tax consequences to both the Company and
the target entity; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets.  A non-qualifying reorganization could result in the
imposition of both federal and state taxes, which may have an adverse effect on
both parties to the transaction.





Item 2 - Description of Property





The
Company currently maintains a mailing address at 421 E. Airport Freeway, Irving,
TX 75062.  The Company’s telephone number there is (972)
255-5533.  Other than this mailing address, the Company does not
currently maintain any other office facilities, and does not anticipate the need
for maintaining office facilities at any time in the foreseeable
future.  The Company pays no rent or other fees for the use of the
mailing address as these offices are used virtually full-time by other
businesses of the Company’s President.




12


It is
likely that the Company will not establish an office until it has completed a
business acquisition transaction, but it is not possible to predict what
arrangements will actually be made with respect to future office
facilities.




Item 3 - Legal Proceedings





The
Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.




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





The
Company has not conducted any meetings of shareholders during the preceding
quarter or periods subsequent thereto.





PART
II





Item5 - Market for Company’s Common Stock and Related Stockholder
Matters





Market
for Trading





The
Company's common stock was assigned the symbol "ALNH" in a prior
period.  However, to the best of management’s knowledge, there is no
current market being made in the Company’s securities and no trades have been
experienced over the past several years.





As of
October 27, 2008, there were approximately 323 shareholders of record of the
Company's common stock





Transfer
Agent





The
Company operates as its own transfer agent.





Reports
to Stockholders





The
Company plans to furnish its stockholders with an annual report for each fiscal
year ending September 30 containing financial statements audited by its
independent certified public accountants.  In the event the Company
enters into a business combination with another Company, it is the present
intention of management to continue furnishing annual reports to
stockholders.  Additionally, the Company may, in its sole discretion,
issue unaudited quarterly or other interim reports to its stockholders when it
deems appropriate.  The Company intends to maintain compliance with
the periodic reporting requirements of the Securities Exchange Act of
1934.





Dividend
policy





No
dividends have been paid to date and the Company’s Board of Directors does not
anticipate paying dividends in the foreseeable future.  It is the
current policy of the Company’s Board of Directors to retain all earnings, if
any, to support future growth and expansion.





Recent
issuances of Unregistered Securities





None





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





Results
of Operations





The
Company had no revenue for the respective years ended September 30, 2008 and
2007,  respectively.





During
the respective years ended September 30, 2008 and 2007, the Company incurred
general and administrative expenses of approximately $9,600 and $9,100,
including professional fees of approximately $9,500 and $7,800.




13


The
Company does not expect to generate any meaningful revenue or incur operating
expenses for purposes other than fulfilling the obligations of a reporting
company under The Securities Exchange Act of 1934 unless and until such time
that the Company’s operating subsidiary begins meaningful
operations.





At
September 30, 2008 and 2007, the Company had working capital of approximately
$(189,000) and $(166,000), inclusive of a note payable and the related accrued
interest to the Company’s controlling shareholder of approximately $195,300 and
$181,900, respectively.





In 2005,
the Company was the subject of an audit of its Form 1120-U. S. Corporation
Income Tax Return for the year ended September 30, 2003.  As a result
of this audit, it was discovered that certain errors in interpretation were made
by the Company’s former independent certified public accounting firm related to
the recognition of gains and losses on the sale of fixed assets and operating
activities to various entities controlled by the Company’s controlling
shareholder.  As a result of this audit, the Company was assessed an
additional approximate $143,447 in Federal Income Taxes, plus interest through
the payment date of approximately $23,000.  The Company paid the
assessment in August 2006 with the proceeds of a loan payable to an affiliate of
the Company’s controlling shareholder.  The Company filed litigation
against the Company’s former independent certified public accounting firm and
recovered the interest assessment of approximately $23,000 in January
2007.  During the year ended September 30, 2007, the Company received
a final settlement refund from the IRS of approximately $7,500 related to final
adjustments and carrybacks of adjusted net operating losses to prior years with
positive taxable income.





It is the
belief of management and significant stockholders that sufficient working
capital necessary to support and preserve the integrity of the corporate entity
will be present.   However, there is no legal obligation for
either management or significant stockholders to provide additional future
funding.  Should this pledge fail to provide financing, the Company
has not identified any alternative sources.  Consequently, there is
substantial doubt about the Company's ability to continue as a going
concern.





The
Company's need for working capital may change dramatically as a result of any
business acquisition or combination transaction.  There can be no
assurance that the Company will identify any such business, product, technology
or company suitable for acquisition in the future.  Further, there can
be no assurance that the Company would be successful in consummating any
acquisition on favorable terms or that it will be able to profitably manage the
business, product, technology or company it acquires.





Plan
of Business





General





The
Company intends to locate and combine with an existing, privately-held company
which is profitable or, in management's view, has growth potential, irrespective
of the industry in which it is engaged.  However, the Company does not
intend to combine with a private company which may be deemed to be an investment
company subject to the Investment Company Act of 1940.  A combination
may be structured as a merger, consolidation, exchange of the Company's common
stock for stock or assets or any other form which will result in the combined
enterprise's becoming a publicly-held corporation.





Pending
negotiation and consummation of a combination, the Company anticipates that it
will have, aside from carrying on its search for a combination partner, no
business activities, and, thus, will have no source of
revenue.  Should the Company incur any significant liabilities prior
to a combination with a private company, it may not be able to satisfy such
liabilities as are incurred.





If the
Company's management pursues one or more combination opportunities beyond the
preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust the Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event, the Company's common
stock will become worthless and holders of the Company's common stock will
receive a nominal distribution, if any, upon the Company's liquidation and
dissolution.





Combination
Suitability Standards





In its
pursuit for a combination partner, the Company's management intends to consider
only combination candidates which are profitable or, in management's view, have
growth potential.  The Company's management does not intend to pursue
any combination proposal beyond the preliminary negotiation stage with any
combination candidate which does not furnish the Company with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary funds are available, engage
attorneys and/or accountants in its efforts to investigate a combination
candidate and to consummate a business




14


combination.  The
Company may require payment of fees by such combination candidate to fund the
investigation of such candidate.  In the event such a combination
candidate is engaged in a high technology business, the Company may also obtain
reports from independent organizations of recognized standing covering the
technology being developed and/or used by the candidate.  The
Company's limited financial resources may make the acquisition of such reports
difficult or even impossible to obtain and, thus, there can be no assurance that
the Company will have sufficient funds to obtain such reports when considering
combination proposals or candidates.  To the extent the Company is
unable to obtain the advice or reports from experts, the risks of any combined
enterprise's being unsuccessful will be enhanced.  Furthermore, to the
knowledge of the Company's officers and directors, neither the candidate nor any
of its directors, executive officers, principal shareholders or general
partners:





1)
            will
      have been convicted of securities fraud, mail fraud, tax fraud,
      embezzlement, bribery, or a similar criminal offense involving
      misappropriation or theft of funds, or be the subject of a pending
      investigation or indictment involving any of those
    offenses;





2)
            will
      have been subject to a temporary or permanent injunction or restraining
      order arising from unlawful transactions in securities, whether as issuer,
      underwriter, broker, dealer, or
      investment  advisor,  may be the  subject of
      any  pending investigation or a defendant in a pending lawsuit
      arising from or based upon allegations of unlawful transactions in
      securities; or





3)
            will
      have been a defendant in a civil action which resulted in a final
      judgement against it or him awarding damages or rescission based upon
      unlawful practices or sales of
securities.





The
Company's officers and directors will make these determinations by asking
pertinent questions of the management of prospective combination
candidates.  Such persons will also ask pertinent questions of others
who may be involved in the combination proceedings.  However, the
officers and directors of the Company will not generally take other steps to
verify independently information obtained in this manner which is
favorable.  Unless something comes to their attention which puts them
on notice of a possible disqualification which is being concealed from them,
such persons will rely on information received from the management of the
prospective combination candidate and from others who may be involved in the
combination proceedings.





Liquidity
and Capital Resources





It is the
belief of management and significant stockholders that sufficient working
capital necessary to support and preserve the integrity of the corporate entity
will be present.   However, there is no legal obligation for
either management or significant stockholders to provide additional future
funding.  Should this pledge fail to provide financing, the Company
has not identified any alternative sources.  Consequently, there is
substantial doubt about the Company's ability to continue as a going
concern.





The
Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional securities prior to the location
of a merger or acquisition candidate.  Accordingly, there can be no
assurance that sufficient funds will be available to the Company to allow it to
cover the expenses related to such activities.





The
Company does not currently contemplate making a Regulation S
offering.





Regardless
of whether the Company’s cash assets prove to be inadequate to meet the
Company’s operational needs, the Company might seek to compensate providers of
services by issuances of stock in lieu of cash.  For information as to
the Company's policy in regard to payment for consulting services, see Certain
Relationships and Transactions.





Critical
Accounting Policies





Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”).  GAAP requires the use of estimates; assumptions, judgments
and subjective interpretations of accounting principles that have an impact on
the assets, liabilities, revenue and expense amounts reported.  These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition.  We believe our use of estimates and underlying accounting
assumptions adhere to GAAP and are consistently and conservatively
applied.  We base our estimates on historical experience and on
various other assumptions that we believe to be reasonable under the
circumstances.  Actual results may differ materially from these
estimates under different assumptions or conditions. We continue to monitor
significant estimates made during the preparation of our financial
statements.




15


Our
significant accounting policies are summarized in Note D of our financial
statements.  While all these significant accounting policies impact
our financial condition and results of operations, we view certain of these
policies as critical. Policies determined to be critical are those policies that
have the most significant impact on our financial statements and require
management to use a greater degree of judgment and estimates.  Actual
results may differ from those estimates. Our management believes that given
current facts and circumstances, it is unlikely that applying any other
reasonable judgments or estimate methodologies would cause an effect on our
results of operations, financial position or liquidity for the periods presented
in this report.





Item7 - Index to Financial Statements





The
required financial statements begin on page F-1 of this document.





Item8 - Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures





None





Item 8A - Controls and Procedures





Disclosure
Controls and Procedures.  Our management, under the supervision
and with the participation of our Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”), Sarkis J. Kechejian, M. D., has evaluated the
effectiveness of our disclosure controls and procedures as defined in Rules
13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as of the end of the period covered by this Annual Report.
Based on such evaluation, our CEO and CFO have concluded that, as of the end of
the period covered by this Annual Report, our disclosure controls and procedures
are effective.  Disclosure controls and procedures are controls and
procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms and include controls and procedures designed to ensure that information we
are required to disclose in such reports is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required
disclosure.





Management’s
Annual Report on Internal Control over Financial
Reporting.Management is responsible for establishing and
maintaining adequate internal control over financial reporting, as such term is
defined in Rule 13a-15(f) of the Exchange Act.





Internal
control over financial reporting is defined under the Exchange Act as a process
designed by, or under the supervision of, our CEO and CFO and effected by our
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures
that:





—
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;





—
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors; and





—
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





Because
of its inherent limitation, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluations
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies and procedures may
deteriorate.  Accordingly, even an effective system of internal
control over financial reporting will provide only reasonable assurance with
respect to financial statement preparation.





Our
management, with the participation of our CEO and CFO, evaluated the
effectiveness of the Company’s internal control over financial reporting as of
September 30, 2008.  In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control - Integrated
Framework.  Based on this evaluation and those criteria, our
management, with the participation of our CEO and CFO, concluded that, as of
September 30, 2008, our internal control over financial reporting was
effective.




16


This
Annual Report does not include an attestation report of our registered public
accounting firm regarding our internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this Annual
Report.





Changes in
Internal Control over Financial Reporting.There have not been
any changes in our internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f)) that occurred during the quarter ended
September 30, 2008 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.





Item 8B- Other Information





None





PART
III





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





The
directors and executive officers serving the Company are as
follows:





Name
                            
                            Age
                            
                            Position
      Held and TenureSarkis
      J. Kechejian, M. D.
                            
                            70
                            
                            President,
      Treasurer, Chief Executive Officer and Chief Financial
    OfficerSharilyn
      J. Bruntz Wilson
                            
                            57
                            
                            Vice
      President and
Secretary





The
directors named above will serve until the next annual meeting of the Company’s
stockholders or until their successors are duly elected and have
qualified.  Directors will be elected for one-year terms at the annual
stockholders meeting.  Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated.  There is no arrangement or
understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected
as a director or officer, and there is no arrangement, plan or understanding as
to whether non-management shareholders will exercise their voting rights to
continue to elect the current directors to the Company’s board.  There
are also no arrangements, agreements or understandings between non-management
shareholders that may directly or indirectly participate in or influence the
management of the Company’s affairs.





The
directors and officers will devote their time to the Company's affairs on an as
needed basis, which, depending on the circumstances, could amount to as little
as two hours per month, or more than forty hours per month, but more than likely
encompass less than four (4) hours per month, in the aggregate.  There
are no agreements or understandings for any officer or director to resign at the
request of another person, and none of the officers or directors are acting on
behalf of, or will act at the direction of, any other person.





Biographical
Information





Sarkis J.
Kechejian, M. D. is the President, Treasurer, Sole Director, Chief Executive
Officer and Chief Financial Officer of the company.  Additionally, Dr.
Kechejian is also president and sole owner of S. J. Kechejian, M. D., P. A.,
Metro Pharmacy, Inc. and Metroplex Specialties, P. A., all affiliated entities
of the Company.





Sharilyn
J. Bruntz Wilson is the Vice President and Secretary of the
Company.  Ms. Wilson also serves as 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.





Compliance with Section
16(a) of the Exchange Act





Section
16(a) of the Exchange Act  requires the Company's directors, executive
officers and persons who own more than ten percent of a registered class of the
Company's equity securities ("10% holders"), to file with the Securities and
Exchange Commission (SEC) initial reports of ownership and reports of changes in
ownership of Common stock and other equity securities of the
Company.




17




Directors,
officers and 10% holders are required by SEC regulation to furnish the Company
with copies of all of the Section 16(a) reports they file.  Based
solely on a review of reports furnished to the Company or written
representations from the Company's directors and executive officers during the
fiscal year ended September 30, 2008, there were no Section 16(a) filings made
by its directors, officers and 10% holders for such year.





Conflicts
of Interest





None of
the officers of the Company will devote more than a small portion of their
respective time to the affairs of the Company.  There will be
occasions when the time requirements of the Company’s business conflict with the
demands of the officers’ other business and investment
activities.  Such conflicts may require that the Company attempt to
employ additional personnel.  There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to the Company.





The
officers, directors and principal shareholders of the Company may actively
negotiate for the purchase of a portion of their common stock as a condition to,
or in connection with, a proposed merger or acquisition
transaction.  It is anticipated that a substantial premium may be paid
by the purchaser in conjunction with any sale of shares by the Company’s
officers, directors and principal shareholders made as a condition to, or in
connection with, a proposed merger or acquisition transaction.  The
fact that a substantial premium may be paid to members of Company management to
acquire their shares creates a conflict of interest for them and may compromise
their state law fiduciary duties to the Company’s other
shareholders.  In making any such sale, members of Company management
may consider their own personal pecuniary benefit rather than the best interests
of the Company and the Company’s other shareholders, and the other shareholders
are not expected to be afforded the opportunity to approve or consent to any
particular buy-out transaction involving shares held by members of Company
management.





The
Company has adopted a policy under which any consulting or finders fee that may
be paid to a third party for consulting services to assist management in
evaluating a prospective business opportunity would be paid in stock rather than
in cash.  Any such issuance of stock would be made on an ad hoc
basis.  Accordingly, the Company is unable to predict whether, or in
what amount, such stock issuance might be made.





It is not
currently anticipated that any salary, consulting fee, or finders fee shall be
paid to any of the Company’s directors or executive officers, or to any other
affiliate of the Company except as described under Executive Compensation
above.





Although
management has no current plans to cause the Company to do so, it is possible
that the Company may enter into an agreement with an acquisition candidate
requiring the sale of all or a portion of the Common Stock held by the Company’s
current stockholders to the acquisition candidate or principals thereof, or to
other individuals or business entities, or requiring some other form of payment
to the Company’s current stockholders, or requiring the future employment of
specified officers and payment of salaries to them.  It is more likely
than not that any sale of securities by the Company’s current stockholders to an
acquisition candidate would be at a price substantially higher than that
originally paid by such stockholders.  Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.





Item10 - Executive Compensation





Management
of the Company requires less than four (4) hours per calendar
quarter.  Accordingly, no officer or director has received any
compensation from the Company.  Until the Company acquires additional
capital, it is not anticipated that any officer or director will receive
compensation from the Company other than reimbursement for out-of-pocket
expenses incurred on behalf of the Company.  See Certain Relationships
and Related Transactions.





The
Company has no stock option, retirement, pension, or profit-sharing programs for
the benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in the
future.










(Remainder
of this page left blank intentionally)





18


Item 11 - Security Ownership of Certain Beneficial Owners and
Management





The
following table sets forth, as of the date of this Registration Statement, the
number of shares of Common Stock owned of record and beneficially by executive
officers, directors and persons who hold 5% or more of the outstanding Common
Stock of the Company.  Also included are the shares held by all
executive officers and directors as a group.





Name
      and address
                            
                            %
      of Class
                              Number
      of Shares
                            
                            
                            Beneficially
      OwnedSarkis
      J. Kechejian, M. D.
                            
                            
                            796,000
                            (1)
                            
                            
                            51.89
                            %421
      E. Airport FreewayIrving,
      TX  75062Nishan
      J. Kechejian, M. D.
                            
                            
                            102,300
                            (2)
                            
                            
                            6.67
                            %824
      Oak St.Brockton,
      MA 02401Carl
      Generes
                            
                            
                            124,000
                            
                            
                            
                            8.08
                            %4358
      Shady BendDallas,
      TX 75244Sharilyn
      J. Bruntz Wilson
                            
                            
                            10,309
                            
                            
                            
                            0.67
                            %421
      E. Airport FreewayIrving,
      TX 75062All
      directors and officers
                            
                            
                            806,309
                            
                            
                            
                            52.56
                            %as
      a group (2 persons)







(1)
            Includes
      shares held in the name of Kechejian Foundation (350,000 shares),
      Kechejian Trust (100,000 shares), Sarkis J. Kechejian Trust (246,000
      shares) and Laura Kechejian Trust (100,000
  shares).





(2)
            Includes
      shares registered in the name of 24 separate individuals utilizing the
      same mailing address.  Other than Nishan J. Kechejian (100,000
      shares), no other affiliated individual owns more than 100
      shares.





Sarkis J.
Kechejian and Nishan J. Kechejian are brothers.





Item 12 - Certain Relationships and Related
Transactions





The
Company currently maintains a mailing address at 421 E. Airport Freeway, Irving,
TX 75062.  The Company’s telephone number there is (972)
255-5533.  Other than this mailing address, the Company does not
currently maintain any other office facilities, and does not anticipate the need
for maintaining office facilities at any time in the foreseeable
future.  The Company pays no rent or other fees for the use of the
mailing address as these offices are used virtually full-time by other
businesses of the Company’s President.





Item13 - Exhibits and Reports on Form 8-K





Exhibits





31.1
            Certification pursuant to Section 302 of Sarbanes-Oxley
      Act of 2002


32.1
              Certification pursuant to Section 906 of Sarbanes-Oxley
      Act of 2002.





Reports on Form
8-K





None




19


Item14 - Principal Accountant Fees and Services





Fees paid
to the Company’s current principal accountant, S. W. Hatfield, CPA were as
follows:





Year
      ended
                          
                          
                          Year
      endedSeptember
      30,
                          
                          
                          September
      30,2008
                          
                          
                          20071.
                          Audit
      fees
                          
                          $
                          9,750
                          
                          
                          $
                          12,8752.
                          Audit—related
      fees
                          
                          
                          —
                          
                          
                          
                          —3.
                          Tax
      fees
                          
                          
                          —
                          
                          
                          
                          —4.
                          All
      other fees
                          
                          
                          —
                          
                          
                          
                          —Totals
                          
                          $
                          9,750
                          
                          
                          $
                          12,875





The
Company has not designated a formal audit committee.  However, as
defined in Sarbanes-Oxley Act of 2002, the entire Board of Directors (Board), in
the absence of a formally appointed committee, is, by definition, the Company’s
audit committee.





In
discharging its oversight responsibility as to the audit process, commencing
with the engagement of S. W. Hatfield, CPA, the Board obtained from the
independent auditors a formal written statement describing all relationships
between the auditors and the Company that might bear on the auditors’
independence as required by applicable accounting standards.  The
Board discussed with the auditors any relationships that may impact their
objectivity and independence, including fees for non-audit services, and
satisfied itself as to the auditors’ independence.





The Board
discussed and reviewed with the independent auditors all matters required to be
discussed by auditing standards generally accepted in the United States of
America, including those described in the appropriate Statement(s) on Auditing
Standards.





The Board
reviewed the audited financial statements of the Company as of and for the years
ended September 30, 2008 and 2007 with management and the independent
auditors.  Management has the sole ultimate responsibility for the
preparation of the Company’s financial statements and the independent auditors
have the responsibility for their examination of those statements.





Based on
the above-mentioned review and discussions with the independent auditors and
management, the Board of Directors approved the Company’s audited financial
statements and recommended that they be included in its Annual Report on Form
10-KSB for the year ended September 30, 2008 for filing with the U. S.
Securities and Exchange Commission.





The
Company’s principal accountant, S. W. Hatfield, CPA did not engage any other
persons or firms other than the principal accountant’s full-time, permanent
employees.











(Remainder
of this page left blank intentionally)











(Financial
statements follow, beginning on Page F-1)





20


ALLIANCE HEALTH, INC.





INDEX











PageReport
      of Registered Independent Certified Public Accounting Firm
                          
                          F-2Financial
      StatementsBalance
      Sheets as of September 30, 2008 and 2007
                          
                          F-3Statements
      of Operations and Comprehensive Lossfor
      the years ended September 30, 2008 and 2007
                          
                          F-4Statement
      of Changes in Stockholders’ Deficitfor
      the years ended September 30, 2008 and 2007
                          
                          F-5Statements
      of Cash Flowsfor
      the years ended September 30, 2008 and 2007
                          
                          F-6Notes
      to Financial Statements
                          
                          F-7





F-1




swh logo
            S. W.
      Hatfield, CPA
              certified public accountantsUse our past to
      assist your future. sm








Report of Registered
Independent Certified Public Accounting Firm











Stockholders
and Board of Directors


Alliance
Health, Inc.





We have
audited the accompanying balance sheets of Alliance Health, Inc. (a Delaware
corporation) (Company) as of September 30, 2008 and 2007 and the related
statements of operations and comprehensive loss, changes in stockholders’
deficit and cash flows for each of the years ended September 30, 2008 and 2007,
respectively.  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 the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
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, 2008 and 2007 and the results of its operations and cash flows for
each of the years ended September 30, 2008 and 2007, respectively, in conformity
with accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note D to the
financial statements, the Company has no viable operations or significant assets
and may become dependent upon significant stockholders to provide sufficient
working capital to maintain the integrity of the corporate
entity.  These circumstances create substantial doubt about the
Company's ability to continue as a going concern and are discussed in Note
D.  The financial statements do not contain any adjustments that might
result from the outcome of these uncertainties.




/s/
      S. W. Hatfield, CPAS. W. HATFIELD, CPA


Dallas,
Texas


October
21, 2008








214.342.9635


f:
214-342-9601


swhcpa@aol.com





9002
Green Oaks Circle


2nd
Floor


Dallas,
Texas 75243-7212




F-2


ALLIANCE
HEALTH, INC.


Balance
Sheets


September
30, 2008 and 2007








September
      30,
                                    
                                    
                                    September
      30,2008
                                    
                                    
                                    2007ASSETSCurrent
      AssetsCash on
      hand and in bank
                                    
                                    $
                                    9,951
                                    
                                    
                                    $
                                    22,536Total
      Current Assets
                                    
                                    $
                                    9,951
                                    
                                    
                                    $
                                    22,536LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccounts
      payable - trade
                                    
                                    $
                                    —
                                    
                                    
                                    $
                                    3,989Accrued
      liabilities
                                    
                                    
                                    3,569
                                    
                                    
                                    
                                    2,597Note
      payable to stockholder
                                    
                                    
                                    166,500
                                    
                                    
                                    
                                    166,500Accrued
      interest payable to stockholder
                                    
                                    
                                    28,830
                                    
                                    
                                    
                                    15,473Total
      Liabilities
                                    
                                    
                                    198,899
                                    
                                    
                                    
                                    188,559Commitments
      and ContingenciesStockholders’
      DeficitPreferred stock
      - $0.01 par value1000,000 shares
      authorized.None
      issued and outstanding
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —Common
      stock - $0.01 par value.20,000,000
      shares authorized.1,534,066
      shares issued and outstanding
                                    
                                    
                                    15,341
                                    
                                    
                                    
                                    15,341Additional
      paid-in capital
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —Accumulated
      deficit
                                    
                                    
                                    (204,289
                                    )
                                    
                                    
                                    (181,364
                                    )Total
      Stockholders’ Deficit
                                    
                                    
                                    (188,948
                                    )
                                    
                                    
                                    (166,023
                                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                                    
                                    $
                                    9,951
                                    
                                    
                                    $
                                    9,825











The
accompanying notes are an integral part of these financial
statements.


F-3


ALLIANCE
HEALTH, INC.


Statements
of Operations and Comprehensive Loss


Years
ended September 30, 2008 and 2007








Year
      ended
                                            
                                            
                                            Year
      endedSeptember
      30,
                                            
                                            
                                            September
      30,2008
                                            
                                            
                                            2007Revenues
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            —Operating
      ExpensesProfessional
      fees
                                            
                                            
                                            9,468
                                            
                                            
                                            
                                            7,780General
      and administrative expense
                                            
                                            
                                            100
                                            
                                            
                                            
                                            1,343Total
      Operating Expenses
                                            
                                            
                                            9,568
                                            
                                            
                                            
                                            9,123Loss
      from Operations
                                            
                                            
                                            (9,568
                                            )
                                            
                                            
                                            (9,123
                                            )Other
      Income (Expense)Interest
      income
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —Interest
      expense
                                            
                                            
                                            (13,357
                                            )
                                            
                                            
                                            (13,320
                                            )Loss
      before Income Taxes
                                            
                                            
                                            (22,925
                                            )
                                            
                                            
                                            (22,443
                                            )Provision
      for Income Taxes
                                            
                                            
                                            —
                                            
                                            
                                            
                                            7,449Net
      Loss
                                            
                                            
                                            (22,925
                                            )
                                            
                                            
                                            (14,994
                                            )Other
      Comprehensive Income
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —Comprehensive
      Loss
                                            
                                            $
                                            (22,925
                                            )
                                            
                                            $
                                            (14,994
                                            )Loss
      per weighted-average share of common stock outstanding,computed
      on net loss - basic and fully diluted
                                            
                                            $
                                            (0.01
                                            )
                                            
                                            $
                                            0.00Weighted-average
      number of common shares outstanding
                                            
                                            
                                            1,534,066
                                            
                                            
                                            
                                            1,534,066











The
accompanying notes are an integral part of these financial
statements.





F-4


ALLIANCE
HEALTH, INC.


Statement
of Changes in Stockholders’ Deficit


Years
ended September 30, 2008 and 2007







AdditionalCommon
      Stock
                                  
                                  
                                  paid-in
                                  
                                  
                                  AccumulatedShares
                                  
                                  
                                  Amount
                                  
                                  
                                  capital
                                  
                                  
                                  Deficit
                                  
                                  
                                  TotalBalances
      at October 1, 2006
                                  
                                  
                                  1,534,066
                                  
                                  
                                  $
                                  15,341
                                  
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  (166,370
                                  )
                                  
                                  $
                                  (151,029
                                  )Net
      loss for the year
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (14,994
                                  )
                                  
                                  
                                  (14,994
                                  )Balances
      at September 30, 2007
                                  
                                  
                                  1,534,066
                                  
                                  
                                  
                                  15,341
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (181,364
                                  )
                                  
                                  
                                  (166,023
                                  )Net
      loss for the year
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (22,925
                                  )
                                  
                                  
                                  (22,925
                                  )Balances
      at September 30, 2008
                                  
                                  
                                  1,534,066
                                  
                                  
                                  $
                                  15,341
                                  
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  (204,289
                                  )
                                  
                                  $
                                  (188,948
                                  )











The
accompanying notes are an integral part of these financial
statements.





F-5


ALLIANCE
HEALTH, INC.


Statements
of Cash Flows


Years
ended September 30, 2008 and 2007








Year
      ended
                                                        
                                                        
                                                        Year
      endedSeptember
      30,
                                                        
                                                        
                                                        September
      30,2008
                                                        
                                                        
                                                        2007Cash
      flows from operating activitiesNet
      loss for the year
                                                        
                                                        $
                                                        (22,925
                                                        )
                                                        
                                                        $
                                                        (14,994
                                                        )Adjustments to
      reconcile net loss to netcash
      provided by (used in) operating activitiesDepreciation
      and amortization
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —(Increase)
      Decrease inLitigation
      settlement receivable
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        23,039Increase
      (Decrease) inAccounts
      payable and other accrued liabilities
                                                        
                                                        
                                                        (3,017
                                                        )
                                                        
                                                        
                                                        (2,608
                                                        )Interest
      payable to stockholder
                                                        
                                                        
                                                        13,357
                                                        
                                                        
                                                        
                                                        13,320Net
      cash provided by (used in) operating activities
                                                        
                                                        
                                                        (12,585
                                                        )
                                                        
                                                        
                                                        18,757Cash
      flows from investing activities
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —Cash
      flows from financing activitiesCash
      received on note payable to stockholder
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —Net
      cash provided by financing activities
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —Increase
      (Decrease) in Cash
                                                        
                                                        
                                                        (12,585
                                                        )
                                                        
                                                        
                                                        18,757Cash
      at beginning of year
                                                        
                                                        
                                                        22,536
                                                        
                                                        
                                                        
                                                        3,779Cash
      at end of year
                                                        
                                                        $
                                                        9,951
                                                        
                                                        
                                                        $
                                                        22,536Supplemental
      disclosure of interest and income taxes paidInterest paid
      for the year
                                                        
                                                        $
                                                        —
                                                        
                                                        
                                                        $
                                                        —Income
      taxes paid (refunded) for the year
                                                        
                                                        $
                                                        —
                                                        
                                                        
                                                        $
                                                        (7,449
                                                        )











The
accompanying notes are an integral part of these financial
statements.






F-6


ALLIANCE
HEALTH, INC.


Notes
to Financial Statements


September
30, 2008 and 2007








Note
A - Description of Business





Alliance
Health, Inc. (Company), was incorporated on September 4, 1987 in accordance with
the Laws of the State of Delaware.





In 1995,
the Company acquired the advertising division of K Clinics, P. A., an entity
owned by the Company’s majority shareholder, for the purpose of offering
advertising and management services to various medical clinics affiliated by
common ownership.





During
the year ended September 30, 2003, the Company sold all operating activities and
assets to various entities owned and/or controlled by the Company’s majority
shareholder.  Since that transaction, the Company has had no
operations or significant assets.





The
Company’s current business plan is to locate and combine with an existing,
privately-held company which is profitable or, in management's view, has growth
potential, irrespective of the industry in which it is
engaged.  However, the Company does not intend to combine with a
private company which may be deemed to be an investment company subject to the
Investment Company Act of 1940.  A combination may be structured as a
merger, consolidation, exchange of the Company's common stock for stock or
assets or any other form which will result in the combined enterprise's becoming
a publicly-held corporation.





Note
B - Preparation of Financial Statements





The
Company follows the accrual basis of accounting in accordance with generally
accepted accounting principles and has adopted a year-end of September
30.





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 the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.





Management
further acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud.  The Company’s system of internal
accounting control is designed to assure, among other items, that 1) recorded
transactions are valid; 2) valid transactions are recorded; and 3) transactions
are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations
and cash flows of the Company for the respective periods being
presented





Note
C - Going Concern Uncertainty





The
Company has nominal cash on hand, has no operating assets and has a business
plan with inherent risk.  Because of these factors, the Company’s
auditors have issued an audit opinion on the Company’s financial statements
which includes a statement describing our going concern status.  This
means, in the auditor’s opinion, substantial doubt about our ability to continue
as a going concern exists at the date of their opinion.





The
Company's continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.  Further, the Company faces considerable risk in it’s
business plan and a potential shortfall of funding due to our inability to raise
capital in the equity securities market.  If no additional operating
capital is received during the next twelve months, the Company will be forced to
rely on existing cash in the bank and additional funds loaned by management
and/or significant stockholders.





F-7


ALLIANCE
HEALTH, INC.


Notes
to Financial Statements - Continued


September
30, 2008 and 2007








Note
C - Going Concern Uncertainty - Continued





The
Company’s business plan is to seek an acquisition or merger with a private
operating company which offers an opportunity for growth and possible
appreciation of our stockholders’ investment in the then issued and outstanding
common stock.  However, there is no assurance that the Company will be
able to successfully consummate an acquisition or merger with a private
operating company or, if successful, that any acquisition or merger will result
in the appreciation of our stockholders’ investment in the then outstanding
common stock.





The
Company remains dependent upon additional external sources of financing;
including being dependent upon its management and/or significant stockholders to
provide sufficient working capital in excess of the Company’s initial
capitalization to preserve the integrity of the corporate entity.





The
Company anticipates offering future sales of equity
securities.  However, there is no assurance that the Company will be
able to obtain additional funding through the sales of additional equity
securities or, that such funding, if available, will be obtained on terms
favorable to or affordable by the Company.





Note
D - Summary of Significant Accounting Policies





1.
            Cash and cash
      equivalents





The
Company considers all cash on hand and in banks, certificates of deposit and
other highly-liquid investments with maturities of three months or less, when
purchased, to be cash and cash equivalents.





2.
            Income
      taxes





The
Company uses the asset and liability method of accounting for income
taxes.  At September 30, 2008 and 2007, respectively, the deferred tax
asset and deferred tax liability accounts, as recorded when material to the
financial statements, are entirely the result of temporary
differences.  Temporary differences generally represent differences in
the recognition of assets and liabilities for tax and financial reporting
purposes, primarily accumulated depreciation and amortization, allowance for
doubtful accounts and vacation accruals.





3.
            Income (Loss) per
      share





Basic
earnings (loss) per share is computed by dividing the net income (loss)
available to common stockholders by the weighted-average number of common shares
outstanding during the respective period presented in our accompanying financial
statements.





Fully
diluted earnings (loss) per share is computed similar to basic income (loss) per
share except that the denominator is increased to include the number of common
stock equivalents (primarily outstanding options and warrants).





Common
stock equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method, at
either the beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company’s net income (loss) position at the calculation
date.





At
September 30, 2008 and 2007, and subsequent thereto, the Company has no
outstanding stock warrants, options or convertible securities which could be
considered as dilutive for purposes of the loss per share
calculation.





4.
            Reclassifications





Certain
balance sheet items have been reclassified to conform to the current year’s
presentation.




F-8


ALLIANCE
HEALTH, INC.


Notes
to Financial Statements - Continued


September
30, 2008 and 2007








Note
E - Fair Value of Financial Instruments





The
carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.





Interest
rate risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates on either investments or on debt and is fully dependent upon the
volatility of these rates.  The Company does not use derivative
instruments to moderate its exposure to interest rate risk, if any.





Financial
risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates or foreign exchange rates and are fully dependent upon the
volatility of these rates.  The Company does not use derivative
instruments to moderate its exposure to financial risk, if any.





Note
F - Concentrations of Credit Risk





The
Company maintains its cash account in a financial institution subject to
insurance coverage issued by the Federal Deposit Insurance Corporation
(FDIC).  Under FDIC rules, the Company is entitled to aggregate
coverage of $250,000 per account type per separate legal entity per financial
institution.  During the years ended September 30, 2008 and 2007,
respectively, the Company did not maintain deposits in any financial institution
with credit risk exposures in excess of statutory FDIC coverage and,
accordingly, did not incurred any losses as a result of any unsecured
situations.





Note
G - Note Payable to Stockholder





In a
prior year, to fund the settlement of the audit of the Company’s 2003 Federal
Income Tax return by the Internal Revenue Service, the Company’s controlling
stockholder loaned the Company $166,500.  The note bears interest at
8.0% and matured August 3, 2008.  The Company  and the
controlling shareholder intend to negotiate an extension to this note and, at
the present time, has made no demand for repayment.





Note
H - Income Taxes





The  components
of income tax (benefit) expense for each of the years ended September 30, 2008
and 2007, respectively, are as follows:





Year
      ended
                                            
                                            
                                            Year
      endedSeptember
      30,
                                            
                                            
                                            September
      30,2008
                                            
                                            
                                            2007Federal:Current
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            (7,449
                                            )Deferred
                                            
                                            
                                            —
                                            
                                            
                                            
                                            ——
                                            
                                            
                                            
                                            —State:Current
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —Deferred
                                            
                                            
                                            —
                                            
                                            
                                            
                                            ——
                                            
                                            
                                            
                                            —Total
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            —





As of
September 30, 2008, the Company had a cumulative net operating loss carryforward
of approximately $74,000 to offset future taxable income.  The amount
and availability of any net operating loss carryforwards will be subject to the
limitations set forth in the Internal Revenue Code.  Such factors as
the number of shares ultimately issued within a three year look-back period;
whether there is a deemed more than 50 percent change in control; the applicable
long-term tax exempt bond rate; continuity of historical business; and
subsequent income of the Company all enter into the annual computation of
allowable annual utilization of any net operating loss
carryforward(s).




F-9


ALLIANCE
HEALTH, INC.


Notes
to Financial Statements - Continued


September
30, 2008 and 2007








Note
H - Income Taxes - Continued





In 2005,
the Company was the subject of an audit of its Form 1120-U. S. Corporation
Income Tax Return for the year ended September 30, 2003.  As a result
of this audit, it was discovered that certain errors in interpretation were made
by the Company’s former independent certified public accounting firm related to
the recognition of gains and losses on the sale of fixed assets and operating
activities to various entities controlled by the Company’s controlling
shareholder.  As a result of this audit, the Company was assessed an
additional approximate $143,447 in Federal Income Taxes, plus interest through
the payment date of approximately $23,000.  The Company paid the
assessment in August 2006 with the proceeds of a loan payable to an affiliate of
the Company’s controlling shareholder.  The Company filed litigation
against the Company’s former independent certified public accounting firm and
recovered the interest assessment of approximately $23,000 in January
2007.





The
Company's income tax expense (benefit) for each of the years ended September 30,
2008 and 2007, respectively, are as follows:




Year
      ended
                                  
                                  
                                  Year
      endedSeptember
      30,
                                  
                                  
                                  September
      30,2008
                                  
                                  
                                  2007Statutory
      rate applied to income before income taxes
                                  
                                  $
                                  (7,800
                                  )
                                  
                                  $
                                  (7,630
                                  )Increase
      (decrease) in income taxes resulting from:State
      income taxes
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Tax
      refund received on carryback of net operatingloss
      and final settlement of 2003 audit of Form 1120
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (7,449
                                  )Other,
      including reserve fordeferred tax
      asset and applicationof net
      operating loss carryforward
                                  
                                  
                                  7,800
                                  
                                  
                                  
                                  7,630Income
      tax expense
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  —





The
Company’s only temporary difference due to statutory requirements in the
recognition of assets and liabilities for tax and financial reporting purposes,
as of September 30, 2008 and 2007, relates solely to the Company’s net operating
loss.  This difference gives rise to the financial statement carrying
amounts and tax bases of assets and liabilities causing either deferred tax
assets or liabilities, as necessary, as of September 30, 2008 and 2007,
respectively:





January
      31,
                              
                              
                              January
      31,2008
                              
                              
                              2007Deferred
      tax assetsNet
      operating loss carryforwards
                              
                              $
                              25,000
                              
                              
                              $
                              17,400Less
      valuation allowance
                              
                              
                              (25,000
                              )
                              
                              
                              (17,400
                              )Net
      Deferred Tax Asset
                              
                              $
                              —
                              
                              
                              $
                              —





During
the year ended September 30, 2008 and 2007, respectively, the valuation
allowance for the deferred tax asset increased by approximately $7,600 and
$10,300.

















(Remainder
of this page left blank intentionally)




F-10


SIGNATURES





In accord
with Section 13 or 15(d) of the Securities Act of 1933, as amended, the Company
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.





Alliance
      Health, Inc.Dated:
      October 27, 2008
                        
                        By:  /s/
      Sarkis J. Kechejian, M. D.Sarkis
      J. Kechejian, M. D.Sole
      Director, President, TreasurerChief
      Executive Officer andChief
      Financial
Officer








In
accordance with the Securities Exchange Act of 1934, as amended, this report has
been signed below by the following persons on behalf of the Company and in the
capacities and on the date as indicated.





Alliance
      Health, Inc.Dated:
      October 27, 2008
                        
                        By:  /s/
      Sarkis J. Kechejian, M. D.Sarkis
      J. Kechejian, M. D.Sole
      Director, President, TreasurerChief
      Executive Officer andChief
      Financial OfficerDated:
      October 27, 2008
                        
                        By:   /s/
      Sharilyn J. Bruntz WilsonSharilyn
      J. Bruntz WilsonVice
      President and
Secretary







21