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

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

For the fiscal year ended September 30, 2004

Commission file number 33-17387

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

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

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

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

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


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

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


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

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

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for shorter  period  that the  registrant  was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes X No

     State issuer's revenues for its most recent fiscal year $-0-.

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

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court. Yes X No

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date.  1,534,066 as of September 30,
2004. PART I.

<page>
Item 1.      Description of Business

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

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

     Metroplex  Specialties,  P.A. is one of the "affiliates" of the Company. In
September  1995,  the  Company  sold  200,000  shares  of its  common  stock for
$600,000.  The shares were sold to affiliated companies.  The additional capital
was used to purchase a MRI. On October 23, 1995,  the Company  began leasing MRI
units to Metroplex Specialties, P.A. During the fourth calendar quarter of 2002,
the Company ceased leasing MRI units as discussed below.

     The Company  purchased a CT Scanner in September,  1998 which was leased to
S. J. Kechejian,  M.D., P.A. on a per scan basis. The scanner was written off in
September 2002 due to being obsolete. S. J. Kechejian, M.D., P.A. is also wholly
owned by Dr. Kechejian.

     On December 31, 2000,  Aldine  Medical merged with S. J.  Kechejian,  M.D.,
P.A. and canceled their management  service  contract with the Company.  At that
time,  Richard Schneck also resigned as Chief Operating  Officer of the Company.
The Company currently does not perform management services.  On October 28, 2002
(see Items 5 and 12),  the Company  agreed to sell its  operating  property  and
equipment,  to Dr.  Kechejian for 6,333,333 shares of the Company's common stock
and $110,000 in cash. The sale was consummated on November 29, 2002. In December
2002, the Company purchased  4,955,875 shares of the Company's common stock from
the Company's principal  stockholder for $1,635,439.  In March 2003, the Company
purchased  1,536,726 shares of the Company's common stock from  stockholders for
an aggregate consideration of $507,119. All of these shares are held in treasury
stock. As a result, the Company has no business operations.  As of September 30,
2004, its only assets are cash, cash equivalents and income taxes receivable.

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

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

     None.


                                       -2-

<page>

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

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

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

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


                                     PART II

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

     On September 30, 2004, the  approximate  number of holders of record of the
Company  common stock was 320.  The  Company's  common stock has no  established
trading market.

     On October 28, 2002,  the Board of Directors  determined it was in the best
interest of the Company to accept an offer from Dr.  Kechejian  to purchase  the
operating property and equipment of the Company in consideration of the transfer
back to the  Company  of  6,333,333  shares of the  Company's  common  stock and
$110,000 in cash.  The offer of  $2,200,000  (an offer  equaling an  independent
valuation  by an outside  consultant  of the value of the assets being sold) was
paid with  common  stock and cash based on the  audited  per share book value of
$0.33 per share at September 30, 2002.  The sale of the assets to Dr.  Kechejian
was consummated on November 29, 2002. Simultaneous therewith,  Dr. Kechejian and
entities  that he  controls,  sold back to the  Company  all of their  remaining
shares of common  stock,  an  aggregate of  4,955,875  shares,  for a total cash
consideration of $1,635,439, or the audited book value per share as of September
30,  2002 of $0.33.  The  Company  made a Tender  Offer to its  shareholders  to
purchase  shares of its  common  stock for $0.33 per  share.  The  Tender  Offer
concluded  on March 15, 2003 at which time the Company had  purchased  1,536,726
shares of common stock for an aggregate  purchase  price of $507,119.  A special
cash  dividend of $0.36 per share,  totaling  $552,264  was  distributed  to all
shareholders of record on February 5, 2004.

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

     The Company had no revenues from continuing  operations  during fiscal 2004
or 2003, as the Company had discontinued operations.

     Expenses  for  continuing  operations  increased  to  $52,352  in 2004 from
$35,105 as a result of discontinuing operations.

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




                                       -3-
<page>

Liquidity and Financial Resources
---------------------------------

     The Company had $12,844 in cash at September 30, 2004.

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

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

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

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


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

     None.

Item 8A.  Controls and Procedures
---------------------------------

     1. Evaluation of disclosure controls and procedures.

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

     2. Changes in internal controls.

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





                                       -4-

<page>

                              ALLIANCE HEALTH, INC.

                              FINANCIAL STATEMENTS

                     Years Ended September 30, 2004 and 2003




                                                                           Page

Report of Independent Registered Public Accounting Firm.....................F-2

Financial Statements:

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

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

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

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

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



















                                       F-1
<page>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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

We have audited the  accompanying  balance  sheets of Alliance  Health,  Inc., a
Delaware  Corporation,  as of  September  30,  2004 and  2003,  and the  related
statements of  operations,  stockholders'  equity,  and cash flows for the years
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Alliance Health,  Inc. as of
September  30,  2004 and 2003,  and the results of its  operations  and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As more fully described in Note B, the
Company has discontinued its operations and distributed a significant portion of
the remaining assets as a cash dividend to stockholders.  These conditions raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's plans in regards to these matters are also described in Note C. The
financial  statements  do not include any  adjustments  to reflect the  possible
future  effects on the  recoverability  and  classification  of  assets,  or the
amounts and  classification  of liabilities  that may result from the outcome of
this uncertainty.


/s/Whitley Penn
Dallas, Texas
October 26, 2004



                                       F-2


<page>

                              ALLIANCE HEALTH, INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                             September 30,
                                                           2004          2003
                                                       ----------     ----------
<S>                                                   <C>             <C>
Assets
Current assets:
     Cash and cash equivalents                         $   12,844     $  243,139
     Treasury bills                                             -        500,000
     Income taxes receivable                               26,722              -
                                                       ----------     ----------
Total assets                                           $   39,566     $  743,139
                                                       ==========     ==========


Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                                   $         -     $      307
   Accrued liabilities                                      8,800          7,000
     Income taxes payable                                       -        164,800
                                                       ----------     ----------
Total current liabilities                                   8,800        172,107

Commitments and contingencies                                   -              -

Stockholders' equity:
   Common stock, $.01 par, 20,000,000
    shares authorized, 14,360,000
    shares issued, 1,534,066 shares
    outstanding                                           143,600        143,600
   Paid-in capital                                        723,466        723,466
   Retained earnings                                    3,396,258      3,936,524
                                                       ----------     ----------
                                                        4,263,324      4,803,590

     Less 12,825,934 shares of common stock
      held in treasury, at cost                         4,232,558      4,232,558
                                                       ----------     ----------
Total stockholders' equity                                 30,766        571,032
                                                       ----------     ----------

Total liabilities and stockholders' equity             $   39,566     $  743,139
                                                       ==========     ==========
</TABLE>






                 See accompanying notes to financial statements.

                                       F-3
<page>



                              ALLIANCE HEALTH, INC.

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                       Year Ended September 30,
                                                        2004             2003
                                                     ---------        ---------
<S>                                                      <C>             <C>
Continuing operations:
Revenue                                              $        -      $        -

General and administrative expenses                      52,352          35,105

Other income:
     Interest income                                        311           8,425

Income tax benefit                                      (26,722)        (10,138)
                                                    -----------     -----------

Loss from continuing operations                         (25,319)        (16,542)

Discontinued operations:
     Income from discontinued
       operations, net of $(37,317) and
       $2,195 in income taxes, respectively              37,317           5,923
     Gain on sale, net of $0 and
     $84,439 in income taxes, respectively                    -         227,740
                                                    -----------     -----------

Net income                                          $    11,998     $   217,121
                                                    ===========     ===========

Basic and diluted earnings (loss) per share:

     Continuing operations                          $     (0.01)    $     (0.00)

     Discontinued operations                               0.02            0.05
                                                    -----------     -----------

     Net income                                     $      0.01     $      0.05
                                                    ===========     ===========

Weighted average number of
  common shares outstanding                           1,534,066       4,753,560
                                                    ===========     ===========
</TABLE>



                 See accompanying notes to financial statements.

                                       F-4
<page>


                              ALLIANCE HEALTH, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                     Years Ended September 30, 2004 and 2003

<TABLE>
<CAPTION>

                          Common Stock                    Treasury Stock
                     -------------------             -----------------------
                        Number             Paid-In     Number
                      Of shares   Amount   Capital   of shares     Amount
                     ---------- --------  --------   ---------- ------------
<S>                  <C>        <C>       <C>        <C>       <C>
Balance at 9-30-02   14,360,000 $143,600  $723,466          -   $          -

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

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

Balance at 9-30-03   14,360,000  143,600   723,466   12,825,934   (4,232,558)

  Cash dividend
  ($0.36 per common
  share)                      -        -         -            -            -

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

Balance at 9-30-04   14,360,000 $143,600  $723,466   12,825,934  $(4,232,558)
                    ===========  =======   =======   ==========   ==========


                                    Total
                      Retained  Stockholders'
                      Earnings     Equity
                     ----------  ----------
Balance at 9-30-02   $3,719,403  $4,586,469

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

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

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

  Cash dividend
  ($0.36 per common
  share)               (552,264)   (552,264)

  Net income             11,998      11,998
                     ----------   ---------

Balance at 9-30-04   $3,396,258 $    30,766
                     ==========   =========

</TABLE>








                 See accompanying notes to financial statements.

                                       F-5


<page>

                              ALLIANCE HEALTH, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                           September 30,
                                                     2004              2003
                                                ------------     ------------
<S>                                            <C>              <C>
Continuing Operations:
Operating Activities
 Loss from continuing operations                 $   (25,319)   $    (16,542)
   Adjustments to reconcile loss
    from continuing operations to net cash
    provided by (used in) operating activities:
       Deferred income taxes                               -           8,612
       Changes in assets and liabilities:
             Income taxes receivable                 (26,722)         66,021
             Accounts payable                           (307)         (1,006)
             Accrued liabilities                       1,800         (56,816)
             Income taxes payable                   (164,800)        164,800
                                                 -----------     -----------
Net cash provided by (used in)
 operating activities                               (215,348)        165,069

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

Financing Activities
 Purchases of treasury stock                               -      (2,142,558)
 Dividends paid                                     (552,264)              -
                                                 -----------     -----------
Net cash used in financing activities               (552,264)     (2,142,558)
                                                 -----------     -----------

Discontinued operations
 Operating activities                                 37,317       1,985,498
 Investing activities                                      -         110,000
 Financing activities                                      -      (2,090,000)
                                                 -----------     -----------
Cash and cash equivalents provided
 by discontinued operations                           37,317           5,498
                                                 -----------     -----------
Net decrease in cash                                (230,295)       (471,991)
Cash and cash equivalents at beginning of year       243,139         715,130
                                                 -----------     -----------

Cash and cash equivalents at end of year         $    12,844     $   243,139
                                                 ===========     ===========

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

 Total income taxes paid                         $   127,483     $    78,440
                                                 ===========     ===========
</TABLE>

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



                   See accompanying notes to financial statements.

                                       F-6

<page>

                              ALLIANCE HEALTH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2004 and 2003


A.   Nature of Business

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


B.   Summary of Significant Accounting Policies

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

Basis of Accounting

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

Use of Estimates

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

Cash and Cash Equivalents

The Company  considers  all highly  liquid  investments  with  maturity of three
months or less when purchased to be cash equivalents.  At September 30, 2004 and
2003, the Company had no such cash equivalents

Treasury Bills

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





                                       F-7

<page>

                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - continued

B.   Summary of Significant Accounting Policies - continued

Revenue Recognition

Revenue is recognized when services are completed and billed.

Income Taxes

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

Earnings Per Common Share

The Company  accounts for earnings per common share in accordance  with SFAS No.
128,  Earnings Per Share. SFAS No. 128 provides for the calculation of basic and
diluted earnings per share. Basic earnings per share includes no dilution and is
computed by dividing  income  available to common  stockholders  by the weighted
average number of common shares  outstanding for the period.  Dilutive  earnings
per share  reflects the  potential  dilution of  securities  that could occur if
accounts or other  contracts to issue  common stock were  exercised or converted
into common  stock or resulted in the  issuance of Common stock that then shared
in the earnings of the Company. The Company had no potential dilutive securities
outstanding during fiscal year 2004 or 2003.

Fair Value of Financial Instruments

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



                                       F-8

<page>

                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - continued

C.  Discontinued Operations and Treasury Stock

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

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

The Company has accounted for its  operations as  discontinued  during the years
ended September 30, 2004 and 2003. As a result of the sale of its business,  the
Company is effectively a "public shell" corporation with no business operations,
in the process of searching for an operating  business with which to negotiate a
"reverse merger".

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


                                                   2004        2003
                                                 --------    --------

Revenues                                        $       -    $199,966
Costs and expenses                                      -     191,848
                                                 --------    --------
Income from discontinued operations
  before income taxes                                   -       8,118
Income tax expense (benefit)                      (37,317)      2,195
                                                 --------    --------

Income from discontinued operations              $ 37,317    $  5,923
                                                 ========    ========


                                      F-9
<page>

                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - continued



D.  Income Taxes

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


                                                   2004        2003
                                                 -------     -------

Expected tax expense (benefit)                  $(17,694)   $ (9,071)
State income taxes, net of federal
  income tax benefit                              (2,082)     (1,067)
Other                                             (6,946)          -
                                                 -------     -------


Income tax expense (benefit)                    $(26,722)   $(10,138)
                                                 =======     =======


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

                                                    2004        2003
                                                  -------     -------

Current                                         $(26,722)   $(10,138)
Deferred                                               -           -
                                                 -------     -------

Income tax expense (benefit)                    $(26,722)   $(10,138)
                                                 =======     =======

E.  Related Party Transactions

The Company leases its office space on a month-to-month basis from an affiliated
company.  The  amounts  paid in 2004  and 2003  were  approximately  $3,000  and
$25,000, respectively.

F.  Risk Concentrations

The Company maintains deposits primarily in one financial institution, which may
at times  exceed  amounts  covered by  insurance  provided  by the U.S.  Federal
Deposit  Insurance  Corporation  ("FDIC").  At September 30, 2004 and 2003,  the
uninsured portion of these deposits approximated none and $160,000.  The Company
has not  experienced  any losses with  respect to deposits  that exceed  amounts
covered by insurance provided by the FDIC.

                                      F-10


<page>
                                    Part III

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

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

     Kenneth Guest,  James Kenny,  George  Nicolaou,  M.D. and Mac  Martirossian
resigned  from the Board of Directors on August 10, 2004.  Sarkis J.  Kechejian,
M.D. is the remaining Director. The Directors that resigned had no disagreements
with management or company  policies.  Their resignation was due to the business
ceasing active operations.

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

         Sarkis J. Kechejian          66    President, Treasurer

         Sharilyn J. Bruntz Wilson    54    Vice President and Secretary

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

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

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

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

     For the fiscal year ended  September 30, 2004,  Dr.  Kechejian  received no
cash  remuneration.  Ms.  Wilson  received a salary of $3,500 for the year ended
September 30, 2004. For the fiscal year ended September 30, 2003, Dr.  Kechejian
received no cash  remuneration.  Ms. Wilson  received a salary of $41,617.27 for
the year ended September 30, 2003.

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

     Directors  received $750 for one (1) Board of Director's  meeting  attended
for the year ended September 30, 2004.  Directors  received $750 for each of the
three (3) Board of Director's meetings attended for the year ended September 30,
2003.

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

     The  following  information  is  submitted  as of  September  30, 2004 with
respect to the Company's  voting  securities  owned  beneficially by each person
known to the Company who owns more than 5% of the Common  Stock of the  Company,
this  being  the only  class of voting  securities  now  outstanding  and by all
directors and officers of the Company individually and as a group.

                                      -5-

<page>
         Name and Address of          Amount Bene-            Approximate
         Beneficial Owner           ficially owned            Percent of
                                      Class
         Kechejian Foundation             800,000                 53%

         Nishan J. Kechejian, M.D.        100,000                  7%
         824 Oak St.
         Brockton, MA 02401

         Carl Generes                     124,000                  8%
         4315 W. Lovers Lane
         Dallas, TX  75209

         All directors and officers       810,304                 53%
         as a group (2 persons)

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

     As set  forth  in the  Company's  financial  statements  contained  in this
report,  all of the  Company's  income  in 2003  was for  services  rendered  to
affiliated  companies.  The Company's  primary  customers were S. J.  Kechejian,
M.D., P.A. and Metroplex Specialties, P.A., all professional corporations wholly
owned  by  S.  J.  Kechejian,   M.D.  These  companies  provide  diagnostic  and
therapeutic  medical  services to patients  suffering from soft tissue  injuries
generally incurred in automobile or job related accidents.

     The  Company's  office  facilities  are leased from a company  owned by Dr.
Kechejian. The Company leases its office space and equipment on a month to month
basis from S. J. Kechejian, M.D., P.A. for which it paid $15,000 for fiscal year
ended  September  30, 2003 and $3,000 for fiscal year ended  September 30, 2004.
The Company  leased its Dallas MRI  facility on a month to month basis from Arax
Limited Partnership for which it paid $5,000 for fiscal year ended September 30,
2003.  The Ft.  Worth MRI  facility was leased on a month to month basis from SK
Properties  for which it paid $5,000 for fiscal year ended  September  30, 2003.
The General Partner of Arax Limited  Partnership is Nishan J.  Kechejian,  M.D.,
the brother of Sarkis J. Kechejian.  The principal of SK Properties is Sarkis J.
Kechejian.

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

Item 13.  Exhibits and Reports on Form 8-K

          1. Exhibit 2 - Sale of Assets Agreement - incorporated by reference in
          Form 10-KSB filed December 20, 2002.

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

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

                                      -6-
<page>

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


Item 14.  Principal Accountant Fees and Services
------------------------------------------------

The following table sets forth the  approximate  aggregate fees billed to us for
the years ended September 30, 2004 and 2003 by Whitley Penn:

                                                  2004            2003
                                                -------         -------
        Audit fees (1)                          $12,500         $21,300
        Audit-related fees 92)                       --              --
        Tax fees (3)                              2,000           2,500
        All other fees (4)                      -------         -------

        Total Fees                              $14,500         $23,800

(1) Audit  Fees:  This  category  consists  of fees for the audit of our  annual
financial  statements,  review  of  the  financial  statements  included  in our
quarterly  reports on Form 10-QSB and services that are normally provided by the
independent  auditors in connection  with  statutory and  regulatory  filings or
engagements for those fiscal years.

(2) Audit-Related Fees: This category consists of assurance and related services
by Whitley Penn that are reasonably  related to the  performance of the audit or
review of our  financial  statements  and are not  reported  above under  "Audit
Fees".

(3) Tax Fees:  This  category  consists  of  professional  services  rendered by
Whitley Penn for tax compliance, tax advice and tax planning.

(4)  All Other Fees:  This category is not applicable at this time.

                                       -7-

<page>
                                   SIGNATURES



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


                              ALLIANCE HEALTH, INC.



DATED: December __, 2004           By:/s/ Sarkis J. Kechejian, M.D.
                                      Sarkis J. Kechejian, M.D.
                                      President and Treasurer



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

DATED: December __, 2004           By:/s/ Sarkis J. Kechejian, M.D.
                                      Sarkis J. Kechejian, M.D.
                                      President and Treasurer













                                       -8-

<page>

                                                                    Exhibit 31

                                  CERTIFICATION

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

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

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

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

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

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

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

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

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

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

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

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

Date:  December __, 2004                          /s/Sarkis J. Kechejian, M.D.
                                                     Sarkis J. Kechejian, M.D.
                                                     President and Treasurer

<page>
                                                                     Exhibit 32

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


     In  connection  with the  annual  filing  of  Alliance  Health,  Inc.  (the
"Company") Annual Report on Form 10-KSB for the period ending September 30, 2004
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Sarkis J.  Kechejian,  M.D.,  President  and Chief  Executive  Officer of the
Company,  certify,  pursuant to the 18 U.S.C.  (SS) 1350, as adopted pursuant to
(SS) 906 of the Sarbanes-Oxley Act of 2002, that:

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

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


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


December __, 2004












<page>
                                                                    Exhibit 31

                                  CERTIFICATION

I, Sharilyn J. Bruntz Wilson, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date:  December __, 2004                           /s/Sharilyn J. Bruntz Wilson
                                                      Sharilyn J. Bruntz Wilson
                                                   Vice President and Secretary


<page>
                                                                     Exhibit 32


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



     In  connection  with the  annual  filing  of  Alliance  Health,  Inc.  (the
"Company") Annual Report on Form 10-KSB for the period ending September 30, 2004
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I,  Sharilyn J. Bruntz  Wilson,  Vice  President  and  Secretary of the Company,
certify, pursuant to the 18 U.S.C. (SS) 1350, as adopted pursuant to (SS) 906 of
the Sarbanes-Oxley Act of 2002, that:

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

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



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


December __, 2004