<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, 2000

Commission file number 33-17387

                              ALLIANCE HEALTH, INC.

   (Exact name of registrant as specified in its charter)

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

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

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

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


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

                    Common Stock, par value $0.01
___________________________________________________________________________
                            (Title of class)
___________________________________________________________________________
                            (Title of class)

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

     State issuer's revenues for its most recent fiscal year $3,951,431.

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

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

     State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 14,360,000






<PAGE>
                           PART I.

Item 1.      Description of Business

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

     On May 12, 1995, the Company acquired from K Clinics, P.A. ("K Clinics"),
its marketing division the sole business of which is to perform advertising
and marketing services for S. J. Kechejian, M.D., P.A., Aldine Medical
Associates, Metroplex Specialties, P.A. and Metro Pharmacy, Inc., medical
facilities in the Dallas/Ft. Worth Metroplex and East Texas.  Sarkis J.
Kechejian, M.D. ("Dr. Kechejian") is the President and principal shareholder
of the Company.  He is also the sole owner of K Clinic, Associated, S. J.
Kechejian, M.D., P.A. and Metroplex Specialties, P.A.

     Metroplex Specialties, P.A. is one of the "affiliates" of the Company.
On October 23, 1995 the Company began leasing MRI units to Metroplex
Specialties, P.A. and currently leases 3 units; one is a mobile unit purchased
in January 1999 for $825,000 and a tractor purchased for $97,787 in May to
move the mobile unit.  In the year 2000 revenue for the three MRI units was
$1,631,100 as compared to 1999 revenue of $1,519,000.

     In January 1999, the Company purchased a Mobile Hitachi MRI for $825,000
and in May 1999 a tractor for $97,787 to move the mobile unit.  The mobile
unit is leased to Metroplex Specialties at the rate of $300 per scan and
generated income in 2000 of $372,600 as compared to $93,600 from May 1999
through September 1999.

     The Company purchased a CT Scanner in September, 1998 for $45,869 which
is leased to Aldine Medical Associates for $125 per scan and generated income
in 2000 of $7,375 as compared to the 9 month period from January 1999 to
September 1999 of $13,125.  Aldine Medical Associates is also wholly owned by
Sarkis J. Kechejian, M.D.

     The Company has experience through its association with K Clinics in the
Dallas/Fort Worth area to offer the services of a Management Service
Organization (MSO).  K Clinic has developed innovative marketing, advertising
and administrative services over the past ten years in conjunction with S. J.
Kechejian, M.D., P.A.  In May 1995 the advertising division of K Clinics was
sold to the Company.

Item 2.    Description of Property

     None.

Item 3.    Legal Proceedings

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

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

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

                                      -2-

<PAGE>
                                    PART II

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

     On September 30, 2000 the approximate number of holders of record of the
Company common stock was 299.  The Company's common stock has no established
trading market.

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

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

     On May 12, 1995, the Company acquired from Dr. Kechejian the marketing
division of K Clinic, Associated which included $285,879 in cash in exchange
for one million two hundred thousand (1,200,000) shares of common stock the
Company.

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

     Advertising revenues in fiscal year 2000 were $2,237,500, an increase of
6.29% over fiscal year 1999 revenues of $2,105,000.  This increase was due to
a corresponding increase in the number of facilities operated by its
affiliated client companies.

     The Company realized an increase in fees from Metroplex Specialties, P.A.
from the MRI lease.  An increase of 7.34% was realized in 2000 as compared to
1999, primarily due to the mobile MRI lease.  The revenue from Metroplex
Specialties, P.A. is on a per scan basis and is expected to continue.

     During the past 2 years the Company has continued to develop its
management and administrative services.  These services have been primarily to
Aldine Medical Associates and its group of clinics and specialties in East
Texas.  Aldine Medical Associates expects to open new facilities in Haltom
City and Sherman, Texas in 2001.

     Our activities for affiliated client companies increased our expenses for
fiscal year 2000 to $3,051,998 compared to $2,359,822 for fiscal year 1999, an
increase of 29% percent (29%).  General and administrative expenses alone for
fiscal year 2000 were $974,979 compared to $624,327 for fiscal year 1999, an
increase of 56%.  This increase was primarily due to increased fees for
contracted services for billing, additional maintenance costs and an increase
in the number of employees needed to service our affiliated client companies.



                                      -3-

<PAGE>
Liquidity and Financial Resources

     The Company had $1,693,643 in cash at September 30, 2000.

     The Company has an agreement with Metroplex Specialties, P.A. for the
lease of three MRIs at $300/per scan.  It is expected this lease will continue
at the same rate.

     The facility in Tyler, Texas purchased in 1998 is leased to Aldine
Medical Associates.  The facility will initially house a physical therapy
center and any specialty offices and is leased for $2,500 per month.

     The Company had loaned Aldine $271,506 in start-up and administrative
costs.  The loan was paid back with interest at 10%.

     The Company's primary source of income continues to be from fees
generated by the marketing and advertising services for S. J. Kechejian, M.D.,
P.A., Aldine Medical Associates, Metroplex Specialties, P.A. and Metro
Pharmacy, Inc.  It is anticipated the revenue for marketing services will
increase in the next year as S. J. Kechejian, M.D., P.A. and Aldine Medical
Associates are expected to add additional clinic locations thus increasing the
need for additional marketing services.

     The Company has long term debt outstanding at September 30, 2000 of
$190,937, incurred from the purchase of a building at 232 W. Tenth, Dallas,
Texas for $230,000.  At this time the Company is negotiating a lease of this
facility to an unaffiliated third party.

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


Item 7.    Financial Statements

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



                                      -4-
<PAGE>
                              ALLIANCE HEALTH, INC.

                      INDEX TO AUDITED FINANCIAL STATEMENTS




                                                                   Page

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

Balance Sheets at September 30, 2000 and 1999. . . . . . . . . . . .F-3

Statements of Income for the Years Ended
   September 30, 2000 and 1999 . . . . . . . . . . . . . . . . . . .F-4

Statements of Changes in Stockholders' Equity
   for the Years Ended September 30, 2000 and 1999 . . . . . . . . .F-5

Statements of Cash Flows for the Years Ended
   September 30, 2000 and 1999 . . . . . . . . . . . . . . . . . . .F-6

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




























                                 F-1






<PAGE>

                          INDEPENDENT AUDITORS' REPORT




Board of Directors
Alliance Health, Inc.

We have audited the accompanying balance sheets of Alliance Health,
Inc. as of September 30, 2000 and 1999, and the related statements of
income, changes in stockholders' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Alliance
Health, Inc. as of September 30, 2000 and 1999, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.




Jackson & Rhodes P.C.

Dallas, Texas
November 21, 2000














                             F-2





<PAGE>

                              ALLIANCE HEALTH, INC.
                                 BALANCE SHEETS
                           September 30, 2000 and 1999

<TABLE>
<CAPTION>

                                                  2000          1999
                                                ---------      --------
<S>                                            <C>             <C>
Current assets:
   Cash                                        $1,693,643     $ 592,547
   Accounts receivable - affiliates                 6,000       177,961
   Other assets                                    49,650        45,587
   Income taxes receivable                              0       121,320
   Deferred tax assets                             24,457             0
                                                ---------       -------
         Total current assets                   1,773,750       937,415
                                                ---------       -------


Property and equipment                          4,604,954     3,824,721
   Less accumulated depreciation               (1,540,965)   (1,027,307)
                                                ---------     ---------
                                                3,063,989     2,797,414
                                                ---------     ---------

         Total assets                          $4,837,739    $3,734,829
                                                =========    ==========





          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable - affiliate                $  225,276    $   57,558
   Accrued liabilities                             19,405        26,350
   Current portion of long-term debt                4,706         4,035
   Income taxes payable                           130,856             0
   Net liabilities of discontinued operation       54,496             0
                                                ---------      --------
         Total current liabilities                434,739        87,943
                                                ---------      --------

Long-term debt, less current maturities (Note 4)  190,937       195,965
Deferred income taxes                                   0        69,502
                                                ---------      --------
                                                  190,937       265,467
                                                ---------      --------
         Total liabilities                        625,676       353,410
                                                ---------      --------


Stockholders' equity:
   Preferred stock, $.01 par, 100,000 shares
      authorized, none issued                           -             -
   Common stock, $.01 par, 20,000,000 shares
      authorized, 14,360,000 shares issued
      and outstanding                             143,600       143,600
   Additional paid-in capital                     723,466       723,466
   Retained earnings                            3,344,997     2,514,353
                                                ---------     ---------

   Total stockholders' equity                   4,212,063     3,381,419
                                                ---------     ---------

             Total Liabilities and Equity      $4,837,739    $3,734,829
                                               ==========    ==========

</TABLE>


     See accompanying notes to financial statements.

                           F-3

<PAGE>
                              ALLIANCE HEALTH, INC.
                              STATEMENTS OF INCOME
                     Years Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                     2000           1999
                                                   ---------      ---------
<S>                                                <C>            <C>
REVENUES:
 Advertising income from Affiliate (Note 8)       $2,237,500     $2,105,000
 MRI income from affiliate (Note 8)                1,631,100      1,519,500
 Interest                                             82,831         39,905
                                                   ---------      ---------
                                                   3,951,431      3,664,405
                                                   ---------      ---------

Expenses:
 Advertising                                       1,016,921        868,770
 Salaries and employee benefits                      546,440        430,995
 Depreciation                                        513,658        435,730
 General and administrative                          974,979        624,327
                                                   ---------      ---------
                                                   3,051,998      2,359,822
                                                   ---------      ---------

Operating income                                     899,433      1,304,583

Other income                                         490,770        330,838
                                                   ---------      ---------

Income before discontinued operation               1,390,203      1,635,421

Loss on discontinued operation net of
 income taxes of $20,980 (Note 7)                    (33,516)             -
                                                   ---------      ---------

Income before income taxes                         1,356,687      1,635,421

Income taxes (Note 5)                                526,043        571,958
                                                   ---------      ---------

 Net income                                       $  830,644     $1,063,463
                                                  ==========     ==========


Basic earnings per common share                   $     0.06     $     0.07
                                                  ==========     ==========

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

</TABLE>


       See accompanying notes to financial statements.

                             F-4

<PAGE>
                              ALLIANCE HEALTH, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     Years Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>

                     Common Stock    Additional
                               Par    Paid-In    Retained
                   Shares     Value   Capital    Earnings       Total
                 ----------  -------  -------   ---------    ---------
<S>              <C>         <C>      <C>       <C>          <C>
Balance, 9-30-98 14,360,000 $143,600 $723,466  $1,450,890   $2,317,956

Net Income                0        0        0   1,063,463    1,063,463
                 ----------  -------  -------   ---------    ---------
Balance, 9-30-99 14,360,000  143,600  723,466   2,514,353    3,381,419

Net Income                0        0        0     830,644      830,644
                 ----------  -------  -------   ---------    ---------
Balance, 9-30-00 14,360,000 $143,600 $723,466  $3,344,997   $4,212,063
                 ==========  =======  =======   =========    =========

</TABLE>

























        See accompanying notes to  financial statements.


                              F-5

<PAGE>
                              ALLIANCE HEALTH, INC.
                            STATEMENTS OF CASH FLOWS
                     Years Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                 2000           1999
                                              ---------       ---------
<S>                                           <C>             <C>
Cash flows from operating activities:
    Net income                               $  830,644      $1,063,463
    Adjustments to reconcile net income
     to net cash provided by operating
     activities:
      Depreciation                              513,658        435,730
      Deferred income taxes                     (93,959)        34,970
      Loss on discontinued operations            33,516              0
      Changes in assets and liabilities:
       Accounts receivable-affiliates           171,961         26,667
       Other assets                              (4,063)       (33,453)
       Income taxes payable                     273,156       (371,209)
       Accounts payable                         165,993          4,733
       Accrued liabilities                       (6,945)         5,234
                                              ---------      ---------
         Net cash provided by operating       1,883,961      1,166,135
         activities

Cash flows from investing activities:
    Purchase of equipment                     ( 780,234)    (1,372,969)
                                              ---------      ---------

Cash flows from financing activities:
    Accounts receivable-affiliates                1,726       (140,215)
    Proceeds from long-term debt                 (4,357)       200,000
                                              ---------      ---------
       Net cash provided by (used in)
        financing activities                     (2,631)        59,785
                                              ---------      ---------
       Net increase (decrease) in cash        1,101,096       (147,049)

    Cash at beginning of year                   592,547        739,596
                                              ---------      ---------
    Cash at end of year                    $  1,693,643      $ 592,547
                                              =========      =========
Income taxes paid                          $    346,847     $1,257,487
                                              =========      =========
</TABLE>








       See accompanying notes to financial statements.

                             F-6


<PAGE>
                              ALLIANCE HEALTH, INC.
                          Notes to Financial Statements
                           September 30, 2000 and 1999

1.      Organization

        Alliance Health,  Inc.  (the  "Company")  was  incorporated  in Delaware
        on September  4, 1987.  In 1995,  the Company  acquired  the  advertis-
        ing division  (the  "Division")  of K Clinics,  P.A.  ("K  Clinics").
        The Company  currently  offers  advertising  and  management  services
        to medical clinics of affiliated companies (see Note 8).

2.      Summary of Significant Accounting Policies

        Use of Estimates and  Assumptions

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

        Statement of Cash Flows

        For statement of cash flow  purposes,  the Company  considers
        short-term investments  with  original  maturities  of three months or
        less to be cash equivalents.

        Property  and  Equipment

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

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

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

        Income Taxes

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

                                      F-7

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


2.   Summary of Significant Accounting Policies (Continued)

     Earnings Per Common Share

     The Company accounts for earnings per share in accordance with
     Statement of Financial Accounting Standards No. 128, Earnings
     Per Share ("SFAS 128").  SFAS 128 provides a different method of
     calculating earnings per share than was formerly used in APB
     Opinion 15.  SFAS 128 provides for the calculation of basic and
     diluted earnings per share.  Basic earnings per share includes
     no dilution and is computed by dividing income available to
     common stockholders by the weighted average number of common
     shares outstanding for the period.  Dilutive earnings per share
     reflects the potential dilution of securities that could share
     in the earnings of the Company.  Because the Company has no
     potential dilutive securities outstanding, the accompanying
     presentation is only of basic earnings per share.  The Company's
     Board of Directors has authorized a common stock split of four-
     for-one, effective as of December 24, 1999.  All share and per
     share amounts in the accompanying financial statements have been
     retroactively adjusted for the splits.

3.   Property and Equipment

     Property and equipment consisted of the following at September
     30:

                                              2000         1999

      Land                                $   15,000   $        0
      Buildings                            1,084,346      530,836
      Equipment (principally magnetic      3,010,268    2,814,897
       resonance imaging)
      Leasehold improvements                 456,340      439,988
      Furniture and fixtures                  39,000       39,000
                                           ---------    ---------
                                          $4,604,954   $3,824,721





                           F-8

<PAGE>

                              ALLIANCE HEALTH, INC.
                          Notes to Financial Statements


4.   Long-term Debt

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


            For the Year Ended
              September 30:             Amount
            ------------------        --------
                 2001                 $  4,706
                 2002                  190,937

5.   Income Taxes

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


                                                  2000      1999
                                                -------   -------
      Expected provision for federal          $ 461,000 $ 556,000
        income taxes
      State income taxes                         62,550    63,550
      Other                                       2,493   (47,592)
                                                -------   -------
                                              $ 526,043 $ 571,958
                                               ========  ========



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

                                                 2000      1999
                                              --------   --------
      Current                                $ 620,003  $ 536,988
      Deferred                                 (93,960)    34,970
                                              --------   --------
                                             $ 526,043  $ 571,958
                                              ========   ========



















                            F-9


<PAGE>

                              ALLIANCE HEALTH, INC.
                          Notes to Financial Statements


5.   Income Taxes (Continued)

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

                                              2000         1999
                                           --------      -------
     Depreciation                         $(102,051)    $(74,502)
     Alternative minimum tax                 25,522       25,522
     Cash basis                             100,986      (20,522)
                                            -------      -------
                                          $  24,457      (69,502)
                                           ========      =======


6.   Commitments and Contingencies

     Concentration of Credit Risk

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

7.    Discontinued Operation

      During the year ended September 30, 2000, the Company formed
      Chiro-Med, Inc. ("Chiro-Med"), a wholly owned subsidiary.  Chiro-
      Med offered chiropractic services.  Effective February 29, 2000,
      the Company discontinued Chiro-Med's operation.  The Company is
      presently negotiating to sell Chiro-Med to one of its employees.

8.    Related Party Transactions

      All of the Company's advertising income and MRI income was for
      services rendered to various affiliated companies owned by the
      Company's major stockholder.  The Company has loaned an affiliate
      $108,348 to fund start-up costs during fiscal year 1997.  The
      affiliate is to pay the borrowings back with 10% interest.

      The Company leases its office space and equipment on a month-to-
      month basis from S. J. Kechejian, M.D., P.A., an affiliated
      company.  The amounts paid in 2000 and 1999 were $24,000 and
      $34,500, respectively.  The Company leases its Dallas MRI
      facility on a month to month basis from Arax Limited Partnership
      for which it paid $30,000 and $26,250 for the years ended
      September 30, 2000 and 1999, respectively.  The Ft. Worth MRI
      facility is leased on a month-to-month basis from SK Properties
      for which it paid $30,000 and $26,250 for the years ended
      September 30, 2000 and 1999, respectively.

      The Company also paid K Clinics fees amounting to $274,000 and
      $164,000 during the years ended September 30, 2000 and 1999,
      respectively.






                            F-10

<PAGE>
Item 8.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure

           None.

                          Part III

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

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

     NAME                    AGE             POSITION

Sarkis J. Kechejian          62    President, Treasurer

Sharilyn J. Bruntz Wilson    50    Vice President and Secretary

Richard C. Schneck           50    Chief Operating Officer

Kenneth Guest                61    Director

James Kenney                 59    Director

George Nicolaou, M.D.        79    Director

Mac Martirossian             46    Director and Chairman of the Board

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

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

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







                            -5-









<PAGE>

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

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

     Mac Martirossian has been a Director since May, 1996.  He is
currently Senior Vice President of Business Development for Howard
Schultz & Associates.  From April 1989 to August 1995, he served in
various Executive Management positions at AMRE, Inc., with his last
position as Vice President-Operations.

     Richard Schneck is Chief Operating Officer of Alliance Health,
Inc.  He joined Alliance in February, 1997.  Prior to that time he was
an Executive Manager in HMO operations, as well as Hospital Financial
and Administrative operations.  Mr. Schneck has over 20 years of health
care management experience.

Item 10.  Executive Compensation

Cash Compensation

     For the fiscal year ended September 30, 2000, Dr. Kechejian
received no cash remuneration.  Ms. Wilson received a salary of $69,242
and Mr. Schneck received a salary of $204,500 for the year ended
September 30, 2000.

Compensation of Directors

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

Item 11.  Security Ownership of Certain Beneficial Owners and Managers

     The following information is submitted as of September 30, 2000
with respect to the Company's voting securities owned beneficially by
each person known to the Company who owns more than 5% of the Common
Stock of the Company, this being the only class of voting securities now
outstanding and by all directors and officers of the Company
individually and as a group.



                            -6-





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

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

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

All directors and officers    11,251,684                 78%
as a group (7 persons)

Item 12.  Certain Relationships and Related Transactions

     As set forth in the Company's financial statements contained in this
report, all of the Company's advertising income and MRI income was for
services rendered to affiliated companies.  The Company's primary customers
are S. J. Kechejian, M.D., P.A., Aldine Medical Associates and Metroplex
Specialties, P.A., all professional corporations wholly owned by S. J.
Kechejian, M.D.  These companies provide diagnostic and therapeutic medical
services to patients suffering from soft tissue injuries generally incurred in
automobile or job related accidents.  Dr. Kechejian owns, directly or
indirectly, 11,251,208 shares of Common Stock of the Company (78% of the
outstanding shares).

     Furthermore, the Company's office facilities are leased from a company
owned by Dr. Kechejian.  The Company leases its office space and equipment on
a month to month basis from S. J. Kechejian, M.D., P.A. for which it paid
$34,500 for fiscal year ended September 30, 2000 and $30,635 for fiscal year
ended September 30, 1999.  The Company leases its Dallas MRI facility on a
month to month basis from Arax Limited Partnership for which it paid $26,250
for fiscal year ended September 30, 2000, and $15,365 for fiscal year ended
1999.  The Ft. Worth MRI facility is leased on a month to month basis from SK
Properties for which it paid $26,250 for fiscal year ended September 30, 2000,
and $26,250 for fiscal year ended September 30, 1999.  The General Partner of
Arax Limited Partnership is Nishan J. Kechejian, M.D., the brother of Sarkis
J. Kechejian.  The principal of SK Properties is Sarkis J. Kechejian.


PART IV.


Item 13.  Exhibits and Reports on Form 8-K

     a.  Exhibit 27, Financial Data Schedule








                                      -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 27, 2000   By: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 27, 2000   Sarkis J. Kechejian, M.D.
                                 -------------------------
                                 Sarkis J. Kechejian, M.D.
                                 President and Treasurer

DATED:       December 27, 2000   James Kenney
                                 -------------------------
                                 James Kenney
                                 Director

DATED:       December 27, 2000   George Nicolaou, M.D.
                                 -------------------------
                                 George Nicolaou, M.D.
                                 Director

DATED:       December 27, 2000   Kenneth Guest
                                 -------------------------
                                 Kenneth Guest
                                 Director

DATED:       December 27, 2000   Mac Martirossian
                                 -------------------------
                                 Mac Martirossian
                                 Chairman