UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB

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(Mark one)

[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the fiscal year ended September 30, 2007

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the transition period from ______________ to _____________

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                        Commission File Number: 33-17387

                              Alliance Health, Inc.
        (Exact name of small business issuer as specified in its charter)

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

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

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

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

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

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

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

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

The issuer's revenues for the fiscal year ended September 30, 2007 were $-0-.

The aggregate market value of voting common equity held by  non-affiliates as of
December  20,  2007 was  approximately  $-0-,  as there  are no  current  quotes
available for the Registrant's equity securities.

As of December 20, 2007,  there were 1,534,066 shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
                              ALLIANCE HEALTH, INC.
                FORM 10-KSB FOR THE YEAR ENDED SEPTEMBER 30, 2007

                                INDEX TO CONTENTS

                                                                           Page
                                                                          Number
                                                                          ------
PART I

Item 1   Description of Business                                              3
Item 2   Description of Property                                             12
Item 3   Legal Proceedings                                                   13
Item 4   Submission of Matters to a Vote of Security Holders                 13

PART II

Item 5   Market for Company's Common Stock and Related Stockholders Matters  13
Item 6   Management's Discussion and Analysis or Plan of Operation           13
Item 7   Financial Statements                                                15
Item 8   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosures                            15
Item 8A  Controls and Procedures                                             16

PART III

Item 9   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act                  17
Item 10  Executive Compensation                                              18
Item 11  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                    18
Item 12  Certain Relationships and Related Transactions                      19
Item 13  Exhibits and Reports on 8-K                                         19
Item 14  Principal Accountant Fees and Services                              19

SIGNATURES                                                                   21

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                  CAUTION REGARDING FORWARD-LOOKING INFORMATION

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

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

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

                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

BACKGROUND AND HISTORICAL OPERATIONS

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

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

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

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

On May 12, 1995, the Company acquired the marketing division of K Clinics,  P.A.
(K  Clinics),  from K Clinics,  an  affiliate  of the  Company.  This  marketing
operation  will  continue  to  contract  to perform  advertising  and  marketing
services for 19 medical clinics operated as or for S. J. Kechejian,  M.D., P.A.,
Aldine Medical Associates,  Metroplex  Specialties,  P.A. and/or Metro Pharmacy,
Inc., located throughout the Dallas/Ft.  Worth Metroplex and East Texas.  Sarkis
J. Kechejian, M.D. (Dr. Kechejian) is the President and principal shareholder of
the  Company.  He is also the  sole  owner  of K  Clinic  Administration,  S. J.
Kechejian, M.D., P.A., Metro Pharmacy, Inc. and Metroplex Specialties, P.A.

Between  1995 and 1999,  the  Company  acquired an MRI unit which was located in
Dallas,  Texas,  another  MRI unit which was located in Ft.  Worth,  Texas and a
third MRI unit which was mounted in a tractor-trailer combination. Each MRI unit
was leased to Metroplex  Specialties,  Inc., an affiliate of the Company through
common  ownership and control.  In 1998, the Company  acquired an additional MRI
unit which was leased to Aldine  Medical  Associates at a rate of $125 per scan.
On December 31, 2000, Aldine Medical merged with S. J. Kechejian,  M. D., P. A.,
and canceled their management service contract with Alliance Health, Inc.

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

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

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

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

CURRENT STATUS

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

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

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

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

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

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

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

                                       4
<PAGE>
As a consequence of this registration of its securities,  any entity,  which has
an interest in being acquired by, or merging into the Company, is expected to be
an entity that desires to become a public Company and establish a public trading
market for its securities.  In connection with such a merger or acquisition,  it
is highly  likely  that an amount of stock  constituting  control of the Company
would either be issued by the Company or be purchased from the current principal
stockholders of the Company by the acquiring entity or its affiliates.  If stock
is purchased from the current principal stockholders,  the transaction is likely
to result in substantial gains to the current principal stockholders relative to
their  purchase  price for such stock.  In the Company's  judgment,  none of the
officers and directors would thereby become an underwriter within the meaning of
the  Section  2(11) of the  Securities  Act of 1933,  as  amended as long as the
transaction  is a  private  transaction  rather  than a public  distribution  of
securities. The sale of a controlling interest by certain principal shareholders
of the Company  would occur at a time when minority  stockholders  are unable to
sell their shares because of the lack of a public market for such shares.

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

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

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

INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES

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

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

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

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

                                       5
<PAGE>
stockholders  prior to holding a stockholders  meeting for purposes of voting on
the  proposal.  Minority  shareholders  that do not vote in favor of a  proposed
transaction  will then have the right,  in the event the transaction is approved
by the required number of stockholders, to exercise statutory dissenter's rights
and elect to be paid the fair value of their shares.

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

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

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

     *    The Company's  perception of how any particular  business  opportunity
          will be  received by the  investment  community  and by the  Company's
          stockholders;
     *    Whether,  following the business combination,  the financial condition
          of the  business  opportunity  would be, or would  have a  significant
          prospect in the foreseeable  future of becoming,  sufficient to enable
          the securities of the Company to qualify for listing on an exchange or
          on a national automated  securities  quotation system, such as NASDAQ,
          so as to permit the trading of such  securities  to be exempt from the
          requirements  of Rule 15g-9  adopted by the  Securities  and  Exchange
          Commission (See Risk Factors The Company Regulations of Penny Stocks).
     *    Capital  requirements and anticipated  availability of required funds,
          to be provided by the Company or from operations,  through the sale of
          additional securities, through joint ventures or similar arrangements,
          or from other sources;
     *    The extent to which the business opportunity can be advanced;
     *    Competitive  position as compared to other  companies  of similar size
          and  experience  within  the  industry  segment  as well as within the
          industry as a whole;
     *    Strength and diversity of existing management or management  prospects
          that are scheduled for recruitment;
     *    The cost of  participation by the Company as compared to the perceived
          tangible and intangible values and potential; and
     *    The accessibility of required  management  expertise,  personnel,  raw
          materials,  services,  professional  assistance,  and  other  required
          items.

In regard to the  possibility  that the shares of the Company  would qualify for
listing on NASDAQ,  the current  standards for initial  listing  include,  among
other  requirements,  that the Company (1) have net tangible  assets of at least
$4.0 million, or a market  capitalization of $50.0 million, or net income of not
less that $0.75  million in its latest  fiscal  year or in two of the last three
fiscal  years;  (2) have a public float  (i.e.,  shares that are not held by any
officer, director or 10% stockholder) of at least 1.0 million shares; (3) have a
minimum  bid  price  of at  least  $4.00;  (4)  have  at  least  300  round  lot
stockholders (i.e., stockholders who own not less than 100 shares); and (5) have
an operating history of at least one year or have a market  capitalization of at
least $50.0 million.  Many, and perhaps most, of the business opportunities that
might be  potential  candidates  for a  combination  with the Company  would not
satisfy the NASDAQ listing criteria.

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

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

Prior to making a decision to participate in a business opportunity, the Company
will generally request that it be provided with written materials  regarding the
business  opportunity  containing  as much  relevant  information  as  possible,
including, but not limited to, such items as a description of products, services
and  Company  history;  management  resumes;  financial  information;  available
projections,  with related assumptions upon which they are based; an explanation

                                       6
<PAGE>
of proprietary products and services; evidence of existing patents,  trademarks,
or service marks, or rights thereto;  present and proposed forms of compensation
to  management;  a  description  of  transactions  between  such Company and its
affiliates  during the relevant  periods;  a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements;  audited financial statements,  or
if  they  are not  available,  unaudited  financial  statements,  together  with
reasonable  assurance  that  audited  financial  statements  would be able to be
produced  within a  reasonable  period of time not to  exceed 60 days  following
completion of a merger or acquisition transaction; and the like.

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

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

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

FORM OF ACQUISITION

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

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

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

                                       7
<PAGE>
The  Company  will  participate  in  a  business   opportunity  only  after  the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

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

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

INVESTMENT COMPANY ACT AND OTHER REGULATION

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

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

COMPETITION

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

EMPLOYEES

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

RISK FACTORS

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

LIMITED OPERATING HISTORY MAKES POTENTIAL DIFFICULT TO ASSESS

The  Company has had no  operating  history  nor any  revenues or earnings  from
operations  since 1996.  The Company has no assets or financial  resources.  The
Company will, in all likelihood,  continue to sustain operating expenses without

                                       8
<PAGE>
corresponding   revenues,   at  least  until  the  consummation  of  a  business
combination.  This  will  most  likely  result in the  Company  incurring  a net
operating loss which will increase continuously until the Company can consummate
a business  combination  with a target  company.  There is no assurance that the
Company  can  identify  such a target  company  and  consummate  such a business
combination.

THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO MINIMUM REQUIREMENTS FOR
A BUSINESS COMBINATION

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

NO ASSURANCE OF SUCCESS OR PROFITABILITY

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

TYPE OF BUSINESS TO BE ACQUIRED

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

LACK OF DIVERSIFICATION

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

ONLY ONE DIRECTOR AND OFFICER

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

DEPENDENCE UPON MANAGEMENT, LIMITED PARTICIPATION OF MANAGEMENT

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

CONFLICTS OF INTEREST

Certain  conflicts  of  interest  exist  between the Company and its officer and
director.  He has  other  business  interests  to  which  he  currently  devotes
attention  and is  expected  to  continue  to do so. As a result,  conflicts  of
interest  may arise that can be resolved  only through his exercise of judgement

                                       9
<PAGE>
in a manner which is consistent with his fiduciary  duties to the Company.  (See
Management, Conflicts of Interest.)

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

POSSIBLE NEED FOR ADDITIONAL FINANCING

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

DEPENDENCE UPON OUTSIDE ADVISORS

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

REGULATION OF PENNY STOCKS

The U. S. Securities and Exchange Commission (SEC) has adopted a number of rules
to regulate "penny stocks." Because the securities of the Company may constitute
"penny stocks" within the meaning of the rules (as any equity  security that has
a market  price of less than $5.00 per share or with an  exercise  price of less
than $5.00 per share,  largely traded in the National  Association of Securities
Dealers'  (NASD) OTC Bulletin Board or the "Pink Sheets",  the rules would apply
to the Company and to its  securities.  The  Commission  has adopted  Rule 15g-9
which established sales practice  requirements for certain low price securities.
Unless the transaction is exempt, it shall be unlawful for a broker or dealer to
sell a penny stock to, or to effect the purchase of a penny stock by, any person
unless  prior to the  transaction:  (i) the  broker or dealer has  approved  the
person's  account for transactions in penny stock pursuant to this rule and (ii)
the broker or dealer has  received  from the person a written  agreement  to the
transaction  setting  forth the  identity  and quantity of the penny stock to be
purchased.  In order to approve a person's  account  for  transactions  in penny
stock,  the  broker or dealer  must:  (a)  obtain  from the  person  information
concerning  the  person's  financial  situation,   investment  experience,   and
investment objectives; (b) reasonably determine that transactions in penny stock
are suitable for that person,  and that the person has sufficient  knowledge and
experience in financial matters that the person reasonably may be expected to be
capable of evaluating the risks of transactions  in penny stock;  deliver to the
person a written statement setting forth the basis on which the broker or dealer
made the determination  (i) stating in a highlighted  format that it is unlawful
for the  broker or dealer to affect a  transaction  in penny  stock  unless  the
broker or dealer has received, prior to the transaction,  a written agreement to
the  transaction  from the  person;  and (ii)  stating in a  highlighted  format
immediately  preceding  the  customer  signature  line that  (iii) the broker or
dealer is required to provide  the person with the written  statement;  and (iv)
the person  should not sign and return the  written  statement  to the broker or
dealer if it does not  accurately  reflect  the  person's  financial  situation,
investment  experience,  and  investment  objectives;  and (c) receive  from the
person a manually  signed and dated copy of the  written  statement.  It is also
required that disclosure be made as to the risks of investing in penny stock and
the  commissions  payable  to  the  broker-dealer,  as  well  as  current  price
quotations  and the  remedies  and rights  available  in cases of fraud in penny
stock transactions. Statements, on a monthly basis, must be sent to the investor
listing recent prices for the Penny Stock and information on the limited market.
Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission  Release No.  34-29093,  the market for penny  stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control

                                       10
<PAGE>
of the market for the  security  by one or a few  broker-dealers  that are often
related  to  the  promoter  or  issuer;  (ii)  manipulation  of  prices  through
prearranged  matching  of  purchases  and sales and false and  misleading  press
releases;  (iii) "boiler room"  practices  involving high pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid ask differential and markups by selling broker-dealers;  and
(v) the wholesale dumping of the same securities by promoters and broker dealers
after prices have been manipulated to a desired level,  along with the resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the  described  patterns from being  established  with respect to the
Company's securities.

THERE  MAY  BE  A  SCARCITY  OF  AND/OR  SIGNIFICANT  COMPETITION  FOR  BUSINESS
OPPORTUNITIES AND/OR COMBINATIONS

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

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION

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

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION

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

PROBABLE CHANGE IN CONTROL OF THE COMPANY AND/OR MANAGEMENT

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

                                       11
<PAGE>
POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS COMBINATION

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

LIMITED OR NO PUBLIC MARKET EXISTS

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

REGISTRATION OF SHARES IS REQUIRED

It is the SEC's position that  securities  issued by a "shell" company cannot be
sold under the  exemption  from  registration  provided by Rule 144  promulgated
under the Securities Act of 1933 (the "Act"),  but must be registered  under the
Securities  Act of 1933.  Any  other  securities  issued to  individuals  in the
capacity of management,  affiliates,  control persons and promoters will also be
registered  with the SEC prior to resale  and shall be issued  with  appropriate
restricted  legend to reflect the  registration  requirements.  The Company will
make  appropriate  provisions  under the  Securities Act of 1933 to register the
Company's shares for resale."

BLUE SKY CONSIDERATION

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

ADDITIONAL RISKS DOING BUSINESS IN A FOREIGN COUNTRY

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

TAXATION

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

ITEM 2 - DESCRIPTION OF PROPERTY

The Company  currently  maintains a mailing  address at 421 E. Airport  Freeway,
Irving, TX 75062. The Company's telephone number there is (972) 255-5533.  Other
than this mailing  address,  the Company does not  currently  maintain any other
office  facilities,  and does not  anticipate  the need for  maintaining  office
facilities at any time in the  foreseeable  future.  The Company pays no rent or

                                       12
<PAGE>
other  fees  for the use of the  mailing  address  as  these  offices  are  used
virtually full-time by other businesses of the Company's President.

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

ITEM 3 - LEGAL PROCEEDINGS

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

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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

                                     PART II

ITEM 5 - MARKET FOR COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

MARKET FOR TRADING

The Company's common stock has been assigned the symbol "ALNH".  However, to the
best of  management's  knowledge,  the  Company's  securities  are not currently
trading and have not experienced any trades over the past several years.

As of December 20, 2007, there were  approximately 323 shareholders of record of
the Company's common stock

TRANSFER AGENT

The Company operates as its own transfer agent.

REPORTS TO STOCKHOLDERS

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

DIVIDEND POLICY

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

RECENT ISSUANCES OF UNREGISTERED SECURITIES

None

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

The Company had no revenue for the respective years ended September 30, 2007 and
2006, respectively.

During the  respective  years ended  September  30,  2007 and 2006,  the Company
incurred general and administrative expenses of approximately $9,100 and $7,700,
including professional fees of approximately $7,800 and $7,200.

                                       13
<PAGE>
The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under The  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At September 30, 2007 and 2006, the Company had working capital of approximately
$500 and $15,000.

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

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

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

PLAN OF BUSINESS

GENERAL

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

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

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

COMBINATION SUITABILITY STANDARDS

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

                                       14
<PAGE>
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     1)   will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;
     2)   will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or
     3)   will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

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

LIQUIDITY AND CAPITAL RESOURCES

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

The Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional  securities  prior to the location
of a merger or  acquisition  candidate.  Accordingly,  there can be no assurance
that sufficient  funds will be available to the Company to allow it to cover the
expenses related to such activities.
The Company does not currently contemplate making a Regulation S offering.

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

ITEM 7 - INDEX TO FINANCIAL STATEMENTS

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

ITEM 8 - CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURES

As reported in its Current  Report on Form 8-K,  dated  December 15,  2005,  the
Company received a letter from the Internal Revenue Service; (IRS) claiming that
the Company owed $206,368  additional  taxes for its fiscal year ended September
30, 2003. The IRS contended that the Company incorrectly  accounted for the sale
of  substantially  all of its assets to  affiliated  parties in Fiscal 2003 and,
accordingly,  had  underreported  its taxable  income  resulting  in the alleged
additional $206,368 in taxes,  penalty and interest.  At the time of this claim,
the Company had no assets and a small amount of cash.

                                       15
<PAGE>
In May 2006,  the Company  agreed to pay the IRS $166,498 in full  settlement of
the IRS tax deficiency claim against the Company in connection with its 2003 tax
return.  The Company borrowed the $166,498 to pay the IRS from its President and
principal shareholder, S. J. Kechejian, M.D.

In January  2007,  the Company  and Whitley  Penn LLP,  which had  prepared  the
Company's 2003 tax return,  entered into a Release and Settlement Agreement that
settled the Company's  claim against  Whitley Penn LLP.  Because of this matter,
Whitley  Penn LLP then advised the Company that Whitley Penn LLP could no longer
serve as the Company's independent registered public accounting firm. On January
15, 2007, Whitley Penn resigned as the Company's  independent  registered public
accounting firm.

Whitley Penn LLP issued its report on the Company's financial statements for the
Company's  2003 and 2004  fiscal  years.  Neither  report  contained  an adverse
opinion  nor  disclaimer  of  opinion  or was  modified  as to  audit  scope  or
accounting  principles.  The 2004 report did include a paragraph  related to the
uncertainty of the Company to continue as a going concern.

The  Company  did not have any  disagreement  with  Whitley  Penn LLP other than
described above concerning its 2003 tax return.

During the Company's two most recent fiscal years (ended  September 30, 2004 and
2003) and from October 1, 2004 to January 15, 2007,  there were no disagreements
with  Whitley  Penn LLP on any matter of  accounting  principles  or  practices,
financial disclosure,  or auditing scope or procedure.  There were no reportable
events,  as described in Item  304(a)(1)(iv)(B)  of Regulation  S-B,  during the
Company's two most recent  fiscal years (ended  September 30, 2004 and 2003) and
from  October 1, 2004 to the date of our  filing a Current  Report on Form 8-K/A
filed on or about June 22, 2007.

On August 28, 2007,  as a result of the  aforementioned  actions,  the Company's
Board of Directors  and Senior  Management  authorized  the  engagement of S. W.
Hatfield,  CPA of  Dallas,  Texas  (SWHCPA)  as the  Company's  new  independent
auditors.  The  Company  did not  consult  with  SWHCPA at any time prior to the
issuance of  SWHCPA's  engagement  letter  dated  August 28, 2007 or  subsequent
thereto,  including the  Company's two most recent fiscal years ended  September
30, 2005 and 2004, and the subsequent  interim  periods through the date of this
Report,  regarding  any of the matters or events set forth in Item  304(a)(2)(i)
and (ii) of Regulation S-B.

ITEM 8A - CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures

Under the supervision and with the  participation  of our management,  including
our principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure  controls and  procedures,  as such term is defined
under Rule 13a-15(e)  promulgated under the Securities  Exchange Act of 1934, as
amended (Exchange Act), as of September 30, 2007. Based on this evaluation,  our
principal  executive officer and principal  financial officer concluded that our
disclosure  controls and  procedures  are effective in alerting them on a timely
basis to material information relating to our Company required to be included in
our reports filed or submitted under the Exchange Act.

(b)  Changes in Internal Controls

There were no significant  changes (including  corrective actions with regard to
significant  deficiencies or material  weaknesses) in our internal controls over
financial  reporting that occurred  during the quarter ended  September 30, 2007
that has materially affected,  or is reasonably likely to materially affect, our
internal control over financial reporting.

                (Remainder of this page left blank intentionally)

                                       16
<PAGE>
                                    PART III

ITEM 9 - DIRECTORS,   EXECUTIVE  OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

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

           Name                    Age             Position Held and Tenure
           ----                    ---             ------------------------

Sarkis J. Kechejian, M. D.         69             President, Treasurer,
                                                  Chief Executive Officer and
                                                  Chief Financial Officer

Sharilyn J. Bruntz Wilson          56             Vice President and Secretary

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

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

BIOGRAPHICAL INFORMATION

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

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

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

Directors,  officers and 10% holders are required by SEC  regulation  to furnish
the Company with copies of all of the Section  16(a)  reports  they file.  Based
solely on a review of reports furnished to he Company or written representations
from the Company's directors and executive officers during the fiscal year ended
September  30, 2006,  no Section  16(a) filing  requirements  applicable  to its
directors, officers and 10% holders for such year were complied with.

CONFLICTS OF INTEREST

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

The officers,  directors and principal  shareholders of the Company may actively
negotiate for the purchase of a portion of their common stock as a condition to,
or in  connection  with, a proposed  merger or  acquisition  transaction.  It is

                                       17
<PAGE>
anticipated  that  a  substantial  premium  may be  paid  by  the  purchaser  in
conjunction  with any sale of shares by the  Company's  officers,  directors and
principal shareholders made as a condition to, or in connection with, a proposed
merger or acquisition  transaction.  The fact that a substantial  premium may be
paid to members of Company management to acquire their shares creates a conflict
of interest for them and may compromise  their state law fiduciary duties to the
Company's  other  shareholders.  In making  any such  sale,  members  of Company
management  may consider  their own personal  pecuniary  benefit rather than the
best  interests of the Company and the  Company's  other  shareholders,  and the
other shareholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out  transaction  involving shares held by members
of Company management.

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

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

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

ITEM 10 - EXECUTIVE COMPENSATION

Since the stoppage of  operations in 1996,  management  of the Company  requires
less than four (4)  hours per  calendar  quarter.  Accordingly,  no  officer  or
director  has  received any  compensation  from the  Company.  Until the Company
acquires  additional capital, it is not anticipated that any officer or director
will  receive  compensation  from  the  Company  other  than  reimbursement  for
out-of-pocket   expenses  incurred  on  behalf  of  the  Company.   See  Certain
Relationships and Related Transactions.

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

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

                                    % of Class
   Name and address              Number of Shares         Beneficially Owned
   ----------------              ----------------         ------------------

Sarkis J. Kechejian, M.D.           796,000 (1)                  51.89%
421 E. Airport Freeway
Irving, TX  75062

Nishan J. Kechejian, M.D.           102,300 (2)                   6.67%
824 Oak St.
Brockton, MA 02401

Carl Generes                        124,000                       8.08%
4358 Shady Bend
Dallas, TX 75244

                                       18
<PAGE>
                                    % of Class
   Name and address              Number of Shares         Beneficially Owned
   ----------------              ----------------         ------------------

Sharilyn J. Bruntz Wilson            10,309                       0.67%
421 E. Airport Freeway
Irving, TX 75062

All directors and officers          806,309                      52.56%
 as a group (2 persons)

----------
(1)  Includes shares held in the name of Kechejian  Foundation (350,000 shares),
     Kechejian  Trust  (100,000  shares),  Sarkis J.  Kechejian  Trust  (246,000
     shares) and Laura Kechejian Trust (100,000 shares).
(2)  Includes shares registered in the name of 24 separate individuals utilizing
     the same mailing address.  Other than Nishan J. Kechejian (100,000 shares),
     no other affiliated individual owns more than 100 shares.

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

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

31.1  Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1  Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

Reports on Form 8-K

None

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees paid to the Company's current principal accountant,  S. W. Hatfield, CPA or
former principal accountant, Whitley Penn, LLP, were as follows:

                                       Year ended             Year ended
                                      September 30,          September 30,
                                          2007                   2006
                                        -------                -------

1.  Audit fees                          $12,875                $ 6,130
2.  Audit-related fees                       --                     --
3.  Tax fees                                 --                     --
4.  All other fees                           --                     --
                                        -------                -------

     Totals                             $12,875                $ 6,130
                                        =======                =======

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

                                       19
<PAGE>
In discharging its oversight responsibility as to the audit process,  commencing
with  the  engagement  of S. W.  Hatfield,  CPA,  the  Board  obtained  from the
independent  auditors a formal written  statement  describing all  relationships
between  the  auditors  and  the  Company  that  might  bear  on  the  auditors'
independence  as  required  by  Independence  Standards  Board  Standard  No. 1,
"Independence  Discussions with Audit  Committees." The Board discussed with the
auditors any  relationships  that may impact their objectivity and independence,
including fees for non-audit services,  and satisfied itself as to the auditors'
independence.

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

The Board reviewed the audited financial statements of the Company as of and for
the years ended  September 30, 2007 and 2006 with management and the independent
auditors. Management has the sole ultimate responsibility for the preparation of
the  Company's  financial  statements  and the  independent  auditors  have  the
responsibility for their examination of those statements.

Based  on the  above-mentioned  review  and  discussions  with  the  independent
auditors and management,  the Board of Directors  approved the Company's audited
financial  statements and recommended that they be included in its Annual Report
on Form 10-KSB for the year ended  September  30, 2006 for filing with the U. S.
Securities and Exchange Commission.

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


                (Remainder of this page left blank intentionally)


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

                                       20
<PAGE>
                              ALLIANCE HEALTH, INC.

                                      INDEX

                                                                            Page
                                                                            ----

REPORT OF REGISTERED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM            F-2

FINANCIAL STATEMENTS

   Balance Sheets as of September 30, 2007 and 2006                          F-3

   Statements of Operations and Comprehensive Loss
     for the years ended September 30, 2007 and 2006                         F-4

   Statement of Changes in Stockholders' Deficit
     for the years ended September 30, 2007 and 2006                         F-5

   Statements of Cash Flows
     for the years ended September 30, 2007 and 2006                         F-6

   Notes to Financial Statements                                             F-7


                                      F-1
<PAGE>

                        LETTERHEAD OF S. W. HATFIELD, CPA


        REPORT OF REGISTERED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM


Stockholders and Board of Directors
Alliance Health, Inc.

We have audited the  accompanying  balance  sheets of Alliance  Health,  Inc. (a
Delaware  corporation)  (Company)  as of  September  30,  2007  and 2006 and the
related   statements  of  operations   and   comprehensive   loss,   changes  in
stockholders'  deficit and cash flows for each of the years ended  September 30,
2007 and 2006,  respectively.  These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Alliance Health,  Inc. as of
September 30, 2007 and 2006 and the results of its operations and cash flows for
each of the years ended September 30, 2007 and 2006, respectively, in conformity
with accounting principles generally accepted in the United States of America.

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

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

Dallas, Texas
November 29, 2007


                                      F-2
<PAGE>
                              ALLIANCE HEALTH, INC.
                                 BALANCE SHEETS
                           September 30, 2007 and 2006

<TABLE>
<CAPTION>
                                                                    September 30,       September 30,
                                                                        2007                2006
                                                                     ---------           ---------
<S>                                                                  <C>                 <C>
                                     ASSETS
CURRENT ASSETS
   Cash on hand and in bank                                          $  22,536           $   3,779
   Litigation settlement receivable                                         --              23,039
                                                                     ---------           ---------

      TOTAL CURRENT ASSETS                                           $  22,536           $  26,818
                                                                     =========           =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
   Accounts payable - trade                                          $   3,989           $     549
   Accrued liabilities                                                   2,597               8,645
   Accrued interest payable to stockholder                              15,473               2,153
                                                                     ---------           ---------

      TOTAL CURRENT LIABILITIES                                         22,059              11,347
                                                                     ---------           ---------

LONG-TERM LIABILITIES
   Note payable to stockholder                                         166,500             166,500
                                                                     ---------           ---------

      TOTAL LIABILITIES                                                188,559             177,847
                                                                     ---------           ---------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
   Preferred stock - $0.01 par value
     1000,000 shares authorized
     None issued and outstanding                                            --                  --
   Common stock - $0.01 par value
     20,000,000 shares authorized
     1,534,066 shares issued and outstanding                            15,341              15,341
   Additional paid-in capital                                               --                  --
   Accumulated deficit                                                (181,364)           (166,370)
                                                                     ---------           ---------

      TOTAL STOCKHOLDERS' DEFICIT                                     (166,023)           (151,029)
                                                                     ---------           ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                          $  22,536           $   9,825
                                                                     =========           =========
</TABLE>

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

                                      F-3
<PAGE>
                              ALLIANCE HEALTH, INC.
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                     Years ended September 30, 2007 and 2006

<TABLE>
<CAPTION>
                                                                      Year ended           Year ended
                                                                     September 30,        September 30,
                                                                         2007                 2006
                                                                      ----------           ----------
<S>                                                                   <C>                  <C>
REVENUES                                                              $       --           $       --
                                                                      ----------           ----------
OPERATING EXPENSES
   Professional fees                                                       7,780                7,200
   General and administrative expense                                      1,343                  479
                                                                      ----------           ----------
      TOTAL OPERATING EXPENSES                                             9,123                7,679
                                                                      ----------           ----------

LOSS FROM OPERATIONS                                                      (9,123)              (7,679)

OTHER INCOME (EXPENSE)
   Interest income                                                            --                   --
   Interest expense                                                      (13,320)              (2,153)
                                                                      ----------           ----------

LOSS BEFORE INCOME TAXES                                                 (22,443)              (9,832)

PROVISION FOR INCOME TAXES                                                 7,449                   --
                                                                      ----------           ----------

NET LOSS                                                                 (14,994)              (9,832)

OTHER COMPREHENSIVE INCOME                                                    --                   --
                                                                      ----------           ----------

COMPREHENSIVE LOSS                                                    $  (14,994)          $   (9,832)
                                                                      ==========           ==========
Loss per weighted-average share of common stock outstanding,
 computed on net loss - basic and fully diluted                       $     0.00           $     0.00
                                                                      ==========           ==========

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

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

                                      F-4
<PAGE>
                              ALLIANCE HEALTH, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                     Years ended September 30, 2007 and 2006

<TABLE>
<CAPTION>
                                          Common Stock          Additional
                                     ---------------------       paid-in     Accumulated
                                     Shares         Amount       capital       Deficit       Total
                                     ------         ------       -------       -------       -----
<S>                                <C>            <C>           <C>          <C>           <C>
BALANCES AT SEPTEMBER 30, 2005      1,534,066        15,341           --       (156,538)     (141,097)

Net loss for the year                      --            --           --         (9,832)       (9,832)
                                    ---------       -------      -------      ---------     ---------

BALANCES AT SEPTEMBER 30, 2006      1,534,066        15,341           --       (166,370)     (151,029)
                                    ---------       -------      -------      ---------     ---------

Net loss for the year                      --            --           --        (14,994)       (9,832)
                                    ---------       -------      -------      ---------     ---------

BALANCES AT SEPTEMBER 30, 2007      1,534,066       $15,341      $    --      $(181,364)     $(166,023)
                                    =========       =======      =======      =========      =========
</TABLE>

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

                                      F-5
<PAGE>
                              ALLIANCE HEALTH, INC.
                            STATEMENTS OF CASH FLOWS
                     Years ended September 30, 2007 and 2006

<TABLE>
<CAPTION>
                                                                  Year ended          Year ended
                                                                 September 30,       September 30,
                                                                     2007                2006
                                                                   ---------           ---------
<S>                                                                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss for the year                                           $ (14,994)          $  (9,832)
   Adjustments to reconcile net loss to net
    cash provided by (used in) operating activities
      Depreciation and amortization                                       --                  --
      (Increase) Decrease in
      Litigation settlement receivable                                23,039             (23,039)
   Increase (Decrease) in
      Accounts payable and other accrued liabilities                  (2,608)              1,619
      Interest payable to stockholder                                 13,320               2,153
      Income taxes payable                                                --            (143,447)
                                                                   ---------           ---------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                   18,757            (172,546)
                                                                   ---------           ---------

CASH FLOWS FROM INVESTING ACTIVITIES                                      --                  --
                                                                   ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES
   Cash received on note payable to stockholder                           --             166,500
                                                                   ---------           ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                 --             166,500
                                                                   ---------           ---------

INCREASE (DECREASE) IN CASH                                           18,757              (6,046)

Cash at beginning of year                                              3,779               9,825
                                                                   ---------           ---------

CASH AT END OF YEAR                                                $  22,536           $   3,779
                                                                   =========           =========

SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
   Interest paid for the year                                      $      --           $      --
                                                                   =========           =========
   Income taxes paid (refunded) for the year                       $  (7,449)          $ (26,722)
                                                                   =========           =========
</TABLE>

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

                                      F-6
<PAGE>
                              ALLIANCE HEALTH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2007 and 2006


NOTE A - DESCRIPTION OF BUSINESS

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

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

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

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

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

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

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

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

NOTE C - GOING CONCERN UNCERTAINTY

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

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

                                      F-7
<PAGE>
                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           September 30, 2007 and 2006


NOTE C - GOING CONCERN UNCERTAINTY - CONTINUED

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

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

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

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   Cash and cash equivalents

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

2.   Income taxes

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At September 30, 2007 and 2006, respectively, the deferred tax asset
     and deferred  tax  liability  accounts,  as recorded  when  material to the
     financial  statements,  are entirely  the result of temporary  differences.
     Temporary differences generally represent differences in the recognition of
     assets and liabilities for tax and financial reporting purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.

4.   Income (Loss) per share

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

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

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

     At September 30, 2007 and 2006, and subsequent thereto,  the Company has no
     outstanding stock warrants,  options or convertible  securities which could
     be considered as dilutive for purposes of the loss per share calculation.

                                      F-8
<PAGE>
                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           September 30, 2007 and 2006


NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

NOTE F - CONCENTRATIONS OF CREDIT RISK

The Company  maintains  its cash account in a financial  institution  subject to
insurance coverage issued by the Federal Deposit Insurance  Corporation  (FDIC).
Under FDIC rules, the Company is entitled to aggregate  coverage of $100,000 per
account type per separate  legal entity per  financial  institution.  During the
years ended September 30, 2007 and 2006,  respectively,  the Company  maintained
deposits in a financial  institution  with  credit risk  exposures  in excess of
statutory FDIC coverage.  The Company has not incurred any losses as a result of
any of these unsecured situations.

NOTE G - NOTE PAYABLE TO STOCKHOLDER

To fund the  settlement  of the audit of the Company's  2003 Federal  Income Tax
return, the Company's controlling  stockholder loaned the Company $166,500.  The
note bears interest at 8.0% and matures August 3, 2008.

NOTE H - INCOME TAXES

The  components  of income tax  (benefit)  expense  for each of the years  ended
September 30, 2007 and 2006, respectively, are as follows:

                                            Year ended             Year ended
                                           September 30,          September 30,
                                               2007                   2006
                                             -------                -------
     Federal:
       Current                               $(7,449)               $    --
       Deferred                                   --                     --
                                             -------                -------
                                              (7,449)                    --
                                             -------                -------
     State:
       Current                                    --                     --
       Deferred                                   --                     --
                                             -------                -------
                                                  --                     --
                                             -------                -------

       Total                                 $(7,449)               $    --
                                             =======                =======


                (Remainder of this page left blank intentionally)

                                      F-9
<PAGE>
                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           September 30, 2007 and 2006


NOTE H - INCOME TAXES - CONTINUED

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

The Company's income tax expense (benefit) for each of the years ended September
30, 2007 and 2006, respectively, are as follows:

<TABLE>
<CAPTION>
                                                                Year ended        Year ended
                                                               September 30,     September 30,
                                                                   2007              2006
                                                                 -------           -------
<S>                                                              <C>               <C>
Statutory rate applied to income before income taxes             $(7,630)          $(3,440)
Increase (decrease) in income taxes resulting from:
  State income taxes                                                  --                --
  Tax refund received on carryback of net operating
   loss and final settlement of 2003 audit of Form 1120           (7,449)               --
  Other, including reserve for deferred tax asset and
   application of net operating loss carryforward                  7,630             3,340
                                                                 -------           -------

     Income tax expense                                          $(7,449)          $    --
                                                                 =======           =======
</TABLE>

The  Company's  only  temporary  differences  as of September  30, 2007 and 2006
relates solely to the Company's net operating  loss.  Accordingly,  any deferred
tax asset, as fully reserved, or liability, if any, as of September 30, 2007 and
2006,  respectively,  is nominal and not material to the accompanying  financial
statements.

                (Remainder of this page left blank intentionally)


                        (Signatures follow on next page)

                                      F-10
<PAGE>
                                   SIGNATURES

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

                                        ALLIANCE HEALTH, INC.


Dated: December 20, 2007                By: /s/ Sarkis J. Kechejian
       -----------------                   -------------------------------------
                                                             Sarkis J. Kechejian
                                             Sole Director, President, Treasurer
                                                     Chief Executive Officer and
                                                         Chief Financial Officer

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

                                        ALLIANCE HEALTH, INC.


Dated: December 20, 2007                By: /s/ Sarkis J. Kechejian
       -----------------                   -------------------------------------
                                                             Sarkis J. Kechejian
                                             Sole Director, President, Treasurer
                                                     Chief Executive Officer and
                                                         Chief Financial Officer


Dated: December 20, 2007                By: /s/ Sharilyn J. Bruntz Wilson
       -----------------                   -------------------------------------
                                                       Sharilyn J. Bruntz Wilson
                                                    Vice President and Secretary

                                       21