UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

--------------------------------------------------------------------------------

(Mark one)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the quarterly period ended March 31, 2007

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

    For the transition period from ______________ to _____________

--------------------------------------------------------------------------------

                        Commission File Number: 33-17387


                              ALLIANCE HEALTH, INC.
        (Exact name of small business issuer as specified in its charter)

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

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

                                 (972) 255-5533
                           (Issuer's telephone number)

--------------------------------------------------------------------------------

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: December 5, 2007: 1,534,066

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
<PAGE>
                              ALLIANCE HEALTH, INC.

                Form 10-QSB for the Quarter ended March 31, 2007

                                Table of Contents

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

  Item 1 Financial Statements                                                 3

  Item 2 Management's Discussion and Analysis or Plan of Operation           10

  Item 3 Controls and Procedures                                             12

PART II - OTHER INFORMATION

  Item 1 Legal Proceedings                                                   12

  Item 2 Recent Sales of Unregistered Securities and Use of Proceeds         12

  Item 3 Defaults Upon Senior Securities                                     12

  Item 4 Submission of Matters to a Vote of Security Holders                 12

  Item 5 Other Information                                                   12

  Item 6 Exhibits                                                            13

SIGNATURES                                                                   13

                                       2
<PAGE>
                                     PART I
ITEM 1 - FINANCIAL STATEMENTS

                              ALLIANCE HEALTH, INC.
                                  BALANCE SHEET
                             March 31, 2007 and 2006

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              March 31, 2007      March 31, 2006
                                                              --------------      --------------
<S>                                                             <C>                 <C>
                                     ASSETS
CURRENT ASSETS
   Cash in bank                                                 $  33,629           $   5,440
                                                                ---------           ---------

      TOTAL ASSETS                                              $  33,629           $   5,440
                                                                =========           =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
   Accounts payable - trade                                     $     241           $     240
   Other accrued liabilities                                       11,915               6,720
   Accrued interest payable to stockholder                          8,795                  --
   Federal income taxes payable                                        --             143,447
                                                                ---------           ---------

      TOTAL CURRENT LIABILITIES                                    20,951             150,407
                                                                ---------           ---------

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

      TOTAL LIABILITIES                                           187,451             150,407
                                                                ---------           ---------

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                                           (169,163)           (160,308)
                                                                ---------           ---------

      TOTAL STOCKHOLDERS' DEFICIT                                (153,822)           (144,967)
                                                                ---------           ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                     $  33,629           $   5,440
                                                                =========           =========
</TABLE>

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                              ALLIANCE HEALTH, INC.
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
               Six and Three months ended March 31, 2007 and 2006

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                          Six months           Six months          Three months         Three months
                                            ended                ended                ended                ended
                                        March 31, 2007       March 31, 2006       March 31, 2007       March 31, 2006
                                        --------------       --------------       --------------       --------------
<S>                                       <C>                  <C>                  <C>                  <C>
REVENUES                                  $       --           $       --           $       --           $       --
                                          ----------           ----------           ----------           ----------
OPERATING EXPENSES
   General and administrative expense          3,600                3,770                1,800                1,970
                                          ----------           ----------           ----------           ----------
      TOTAL OPERATING EXPENSES                 3,600                3,770                1,800                1,970
                                          ----------           ----------           ----------           ----------

LOSS FROM OPERATIONS                          (3,600)              (3,770)              (1,800)              (1,970)

OTHER INCOME (EXPENSE)
   Interest income                                --                   --                   --                   --
   Interest expense                           (6,642)                  --               (3,285)                  --
                                          ----------           ----------           ----------           ----------

LOSS BEFORE INCOME TAXES                     (10,242)              (3,770)              (5,085)              (1,970)

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

NET LOSS                                      (2,793)              (3,770)              (5,085)              (1,970)

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

COMPREHENSIVE LOSS                        $   (2,793)          $   (3,770)          $   (5,085)          $   (1,970)
                                          ==========           ==========           ==========           ==========

Loss per weighted-average share of
 common stock outstanding,
 computed on net loss - basic and
 fully diluted                            $     0.00           $     0.00           $     0.00           $     0.00
                                          ==========           ==========           ==========           ==========
Weighted-average number of
 common shares outstanding                 1,534,066            1,534,066            1,534,066            1,534,066
                                          ==========           ==========           ==========           ==========
</TABLE>

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                              ALLIANCE HEALTH, INC.
                            STATEMENTS OF CASH FLOWS
                    Six months ended March 31, 2007 and 2006

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  Six months         Six months
                                                                    ended              ended
                                                                March 31, 2007     March 31, 2006
                                                                --------------     --------------
<S>                                                                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss for the period                                         $ (2,793)          $ (3,770)
   Adjustments to reconcile net loss to net
    cash provided by (used in) operating activities
      Depreciation and amortization                                      --                 --
      (Increase) Decrease in
      Lawsuit settlement receivable                                  23,039                 --
   Increase (Decrease) in
      Accounts payable and other accrued liabilities                  2,962               (615)
      Accrued interest payable to stockholder                         6,642                 --
      Income taxes payable                                               --                 --
                                                                   --------           --------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                  29,850             (4,385)
                                                                   --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES                                     --                 --
                                                                   --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES                                     --                 --
                                                                   --------           --------

INCREASE (DECREASE) IN CASH                                          29,850             (4,385)

Cash at beginning of period                                           3,779              9,875
                                                                   --------           --------

CASH AT END OF PERIOD                                              $ 33,629           $  5,440
                                                                   ========           ========

SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
   Interest paid for the period                                    $     --           $     --
                                                                   ========           ========
   Income taxes paid (refunded) for the period                     $     --           $     --
                                                                   ========           ========
</TABLE>

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                              ALLIANCE HEALTH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 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.

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange Commission on its Annual Report on Form 10-KSB containing the Company's
financial  statements  for the year ended  September 30, 2006.  The  information
presented  within  these  interim  financial  statements  may  not  include  all
disclosures  required by generally accepted accounting  principles and the users
of financial information provided for interim periods should refer to the annual
financial information and footnotes when reviewing the interim financial results
presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending September 30, 2007.

                                       6
<PAGE>
                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             March 31, 2007 and 2006


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.

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 March 31, 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).

                                       7
<PAGE>
                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             March 31, 2007 and 2006


NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

4.   Income (Loss) per share - continued

     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 March 31,  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.

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
periods  ended March 31,  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.


                (Remainder of this page left blank intentionally)

                                       8
<PAGE>
                              ALLIANCE HEALTH, INC.
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             March 31, 2007 and 2006

NOTE H - INCOME TAXES

The components of income tax (benefit) expense for each of the six month periods
ended March 31, 2007 and 2006, respectively, are as follows:

                                           Six months             Six months
                                             ended                  ended
                                         March 31, 2007         March 31, 2006
                                         --------------         --------------
     Federal:
       Current                               $(7,449)               $    --
       Deferred                                   --                     --
                                             -------                -------
                                                  --                     --
                                             -------                -------
     State:
       Current                                    --                     --
       Deferred                                   --                     --
                                             -------                -------
                                                  --                     --
                                             -------                -------

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


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.

The  Company's  income tax expense  (benefit)  for each of the six month periods
ended March 31, 2007 and 2006, respectively, are as follows:

<TABLE>
<CAPTION>
                                                                 Six months        Six months
                                                                   ended             ended
                                                               March 31, 2007    March 31, 2006
                                                               --------------    --------------
<S>                                                               <C>               <C>
Statutory rate applied to income before income taxes              $(4,500)          $(1,300)
Increase (decrease) in income taxes resulting from:
  State income taxes                                                   --                --
  Tax refund received on carryback of net operating loss           (7,449)               --
  Other, including reserve for deferred tax asset and
   application of net operating loss carryforward                   4,500             1,300
                                                                  -------           -------

     Income tax expense (benefit)                                 $(7,449)          $    --
                                                                  =======           =======
</TABLE>
The Company's  only  temporary  differences as of March 31, 2007 and 2006 relate
solely to the Company's net operating loss. Accordingly, any deferred tax asset,
as fully  reserved,  or  liability,  if any,  as of  March  31,  2007 and  2006,
respectively,  is  nominal  and  not  material  to  the  accompanying  financial
statements.

                                       9
<PAGE>
PART I - ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

(1) CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain  statements  contained  in this  quarterly  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-QSB  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.

(2) RESULTS OF OPERATIONS

The Company had no revenue for either of the six month  periods  ended March 31,
2007 and 2006, respectively.

General and  administrative  expenses for the six month  periods ended March 31,
2007 and 2006 were related tothe  maintenance of the corporate  entity since the
adoption of the Company's  current business plan. 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.

It is  anticipated  that future  expenditure  levels may increase as the Company
intends to fully  comply with it's  periodic  reporting  requirements  under the
Securities Exchange Act of 1934, as amended.

Earnings per share for the respective six month periods ended March 31, 2007 and
2006 were $0.00 and $0.00,  respectively,  based on the weighted-average  shares
issued and outstanding at the end of each respective period.

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 March 31, 2007 and 2006,  respectively,  the  Company had working  capital of
approximately $12,600 and $(145,000).

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.

                                       10
<PAGE>
It is the  belief of  management  and  significant  stockholders  that they will
provide  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
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  stockholders  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.

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<PAGE>
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.

(3) LIQUIDITY AND CAPITAL RESOURCES

It is the  belief of  management  and  significant  stockholders  that they will
provide  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.

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.

ITEM 3 - 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 March 31, 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 March 31, 2007 that
has  materially  affected,  or is reasonably  likely to materially  affect,  our
internal control over financial reporting.

                          PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None

ITEM 2 - RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS

None

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

None

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

The  Company  has held no  regularly  scheduled,  called or special  meetings of
stockholders during the reporting period.

ITEM 5 - OTHER INFORMATION

None

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<PAGE>
ITEM 6 - 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

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                            ALLIANCE HEALTH, INC.


Dated: December 5, 2007                     /s/ Sarkis J. Kechejian, M. D.
       ----------------                     ------------------------------------
                                                      Sarkis J. Kechejian, M. D.
                                             President, Chief Executive Officer,
                                            Chief Financial Officer and Director

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