U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934
        For the quarterly period ended March 31, 2000

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
     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 or other jurisdiction of         (IRS Employer Identification
 incorporation or organization)                      No.)


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

                            (972)-255-5533
                      (Issuer's telephone number)
       ------------------------------------------------------------
          (Former name, former address and former fiscal year,
                      if changed since last year)

Check whether 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   X    No


                  APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  At December 31, 1998,  14,360,000
shares of common stock, $0.01 par value, were outstanding.

Transitional Small Business Disclosure Format (Check one):
     Yes      No    X
















 <PAGE>



                              ALLIANCE HEALTH, INC.

                                      INDEX

                                                        PAGE NUMBER

PART I    FINANCIAL INFORMATION

          Report of Independent Public Accountants           1

          Balance Sheets - March 31, 2000 and
            September 30, 1999                               2

          Statements of Income - Three Months
            and Six Months Ended March 31, 2000 and 1999     3


          Statements of Cash Flows - Six Months Ended
            March 31, 2000 and 1999                          4

          Notes to Financial Statements                      5

          Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations                                      6-7



PART II   OTHER INFORMATION

          Item 6.  Exhibits and Reports on Form 8-K          8


SIGNATURES                                                   9


<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


Board of Directors
Alliance Health, Inc.

We have reviewed the accompanying balance sheets of Alliance Health, Inc. as of
March 31, 2000, and the related statements of income for the three month and
six month periods then ended and the statement of cash flows for the three month
and six month periods then ended. These financial statements are the responsibi-
lity of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants.  A review of interim financial
information consists principally of analytical procedures applied to financial
data and making inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole.  Accordingly,
we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Alliance Health, Inc. as of September 30, 1999,
and the related statements of income and cash flows for the year then ended
(not presented separately herein), and in our report dated November 10, 1999 we
expressed an unqualified opinion on those financial statements.  In our opinion,
the information set forth in the accompanying balance hsset as of September 30,
1999 is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.



                                                Jackson & Rhodes P.C.


Dallas, Texas
May 5, 2000


<PAGE>



                              ALLIANCE HEALTH, INC.

                         PART I - FINANCIAL INFORMATION
                                 BALANCE SHEETS

                                 ASSETS

<TABLE>
<CAPTION>
                                           Mar 31, 2000  Sep 30, 1999
                                            Unaudited      Audited
<S>                                        <C>          <C>
Current assets:
 Cash                                      $1,711,764   $   592,547
 Accounts receivable-affiliate                 43,119       177,961
 Other assets                                   3,897        45,587
 Income Tax Receivable                              0       121,320
                                            ---------    ----------

  Total current assets                      1,758,780       937,415

Property & equipment                        3,824,721     3,824,721
 Less accumulated depreciation             (1,282,355)   (1,027,307)
                                            ---------     ---------
                                            2,542,366     2,797,414
                                            ---------     ---------
         Total Assets                      $4,301,146    $3,734,829
                                            =========     =========

                  LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                         <C>          <C>
Current liabilities:
  Accounts payable-trade                        1,278    $    57,558
  Accrued liabilities                          22,927         26,350
  Current portion of long-term debt             4,528          4,035
  Income taxes payable                        138,322              0
                                             --------      ---------
    Total current liabilities                 167,055         87,943
                                             --------      ---------

Long term debt, less current maturities       193,336        195,965

Deferred income taxes                          69,502         69,502
                                             --------     ----------

         Total Liabilities                    429,893        353,410
                                             --------     ----------

Stockholders' equity:
   Preferred stock, $.01 par, 100,000
    shares authorized, none issued
   Common stock, $0.01 par, 20,000,000
    shares authorized, 14,360,000 shares
    issued and outstanding                    143,600       143,600
   Additional paid-in capital                 723,466       723,466
   Retained earnings                        3,004,187     2,514,353
                                            ---------     ---------
 Total stockholders' equity                 3,871,253     3,381,419
                                            ---------     ---------

         Total Liabilities and Equity      $4,301,146    $3,734,829
                                            =========     =========
</TABLE>

The accompanying notes are an integral part of these financial
statements

                                       -2-


<PAGE>


                              ALLIANCE HEALTH, INC.

                              STATEMENTS OF INCOME

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                              Three Months Ended        Six Months Ended
                         Mar 31, 2000  Mar 31, 1999 Mar 31, 2000 Mar 31, 1999
                         ------------  ------------ ------------ ------------
<S>                        <C>         <C>           <C>          <C>
REVENUES                   $1,092,189  $1,010,261    $2,078,856   $1,938,032
                            ---------   ---------     ---------    ---------

EXPENSES

 Advertising                  266,032     218,443       439,596      345,234
 Salaries & Employee
  Benefits                    106,183     123,978       245,865      229,975
 Depreciation                 127,524     106,867       255,048      191,374
 General & Administrative     179,301     181,505       381,613      275,432
                            ---------    --------     ---------     --------
                              679,040     630,793     1,322,122    1,042,015
                            ---------    --------     ---------    ---------

  Operating income            413,149     379,468       756,734      896,017

Other Income                   18,766       8,870        33,317       17,523
                            ---------    --------     ---------    ---------
Income before taxes           431,915     388,338       790,051      913,540

Taxes                         164,127     159,045       300,219      358,545
                            ---------    --------     ---------     --------

        Net income          $ 267,788    $229,293     $ 489,832    $ 554,995
                             ========     =======      ========     ========

 Net income per

   common share            $     0.02    $   0.02     $    0.03    $    0.04
                            =========     =======      ========     ========

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

</TABLE>

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

                                    -3-


<PAGE>






                              ALLIANCE HEALTH, INC.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                              Six Months Ended

                                       Mar 31, 2000     Mar 31, 1999
                                       -----------------------------
<S>                                      <C>               <C>
Cash flows from operating activities:

  Net income                             $ 489,832         $ 554,995
  Adjustments to reconcile net
   income to net cash provided by
   operating activities:
      Depreciation                         255,048           191,374
      Accounts receivable                  135,241           (85,920)
      Other assets                          41,691             7,500
      Accounts payable and accrued
       liabilities                         (62,238)           68,430
      Income taxes                         259,642            84,326
                                         ---------           -------
      Net cash provided by
       operating activities              1,119,216           820,705
                                         ---------           -------

Cash flows from investing activities:

 Purchase of equipment                           0          (849,651)
                                         ---------          --------

Net increase (decrease) in cash          1,119,216           (28,946)

Cash at beginning of period                592,548           739,596
                                         ---------          --------

Cash at end of period                   $1,711,764          $710,650
                                         =========           =======

</TABLE>




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

                                       -4-


<PAGE>




                              ALLIANCE HEALTH, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


                         Note 1. Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-QSB of Regulation S-B. They do
not  include all  information  and  footnotes  required  by  generally  accepted
accounting  principles for complete  financial  statements.  However,  except as
disclosed herein, there has been no material change in the information disclosed
in the notes to the financial  statements for the year ended  September 30, 1999
included in the Company's Annual Report on Form 10-KSB filed with the Securities
and Exchange  Commission.  The interim unaudited financial  statements should be
read in conjunction with those financial statements included in the Form 10-KSB.
In the opinion of management,  all adjustments  considered  necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating  results  for the six  month  period  ended  March  31,  2000  are not
necessarily  indicative  of the results that may be expected for the year ending
September 30, 2000.

     All of the Company's income was for leases or services rendered to S. J.
Kechejian, M.D., P.A., Metroplex Specialties, P.A., Metro Pharmacy, Inc. and
Aldine Medical Associates, companies owned by the major stockholder.


Note 2.  Organization

    Alliance Health, Inc. (the "Company") was incorporated in Delaware on
September 4, 1987.  Effective May 12, 1995, the Company acquired the advertising
division (the "Division") of K Clinics, P.A. ("K Clinics") from S. J. Kechejian,
M.D. for 1,200,000 shares of the Company's stock.  The acquisition has been
accounted for in a manner similar to the pooling-of-interests method due to Dr.
Kechejian's control of the respective companies.

Note 3.  Stock Split

         The  Company  announced  a 4-1 split of its  common  shares,  effective
December 24, 1999. All share and per share amounts in the accompanying financial
statements have been retroactively adjusted to reflect the effects of the split.

                                       -5-


<PAGE>




                              ALLIANCE HEALTH, INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                        OF INTERIM FINANCIAL INFORMATION

     The  following  is   management's   discussion   and  analysis  of  certain
significant  factors which have affected the Company's  financial  condition and
operating  results  for  the  period  included  in  the  accompanying  financial
statements.

Results of Operation and Financial Condition

     For the six months  ended  March 31,  2000 and 1999,  the  Company  had net
income of $489,832 and $554,995  respectively.  Revenues consisted of $1,097,500
for  advertising  fees,  rent and other  income in the  amount of  $183,456  and
$794,400 from  Metroplex  Specialties  for lease of the  Company's  MRI. The MRI
income  generated  from  Metroplex  Specialties  is on a per scan  basis  and is
expected to continue at roughly  $125,000 to $175,000  per month during the next
period.

        Advertising income generated during the six months ended March 31, 2000,
is from an ongoing  arrangement with the following  companies:  S. J. Kechejian,
M.D., P.A. billed at $780,000,  Metroplex Specialties billed at $157,500,  Metro
Pharmacy billed at $45,000 and Aldine Medical  Associates billed at $105,000 The
combined six months revenue constitutes a 7.26% increase over the same period in
1999.

        The expenses  during  the six  months  ended  March 31,  2000,  included
advertising,  salaries and employee benefits, depreciation and other general and
administrative  costs in the amount of  $1,322,122.  This is a 27%  increase  in
expenses  over the same  period  last year.  The  primary  reason for this is an
increase  in the  number  of  billboards  being  contracted  for,  the  cost  of
additional  television and radio spots and increased commercial production costs
and general  administrative  expenses primarily  associated with the mobile MRI,
such as insurance, maintenance and depreciation.

         A  Management   Service   Agreement  with  Aldine  Medical   Associates
("Aldine") was  negotiated and finalized in July,  1998. As part of the start up
costs for the  facility,  the  Company  loaned  Aldine the funds  necessary  for
operating  costs as needed at ten percent  (10%)  interest.  Aldine has paid the
start up loan and the Company has loaned additional funds for operating, $43,870
of which is owed at March 31, 2000. The Company expects the balance of this loan
to be paid by September 30, 2000.  Aldine pays management  service fees on a per
patient visit and these fees vary  depending on services  given.  The Company is
currently  subcontracting  with K Clinic to  perform  the  medical  billing  and
administrative functions at the rate of 75% of fees charged to the medical
facility.

                                       -6-


<PAGE>



Liquidity and Capital Resources

         The Company had total assets of $4,301,146 at March 31, 2000. Advertis-
ing income is expected to continue at approximately $165,000 per month and may
increase if S. J. Kechejian, M.D., P.A., Aldine Medical Associates or Metroplex
Specialties, P.A. opens additional facilities or adds new medical services.

         The Company purchased a mobile Hitachi MRI for a total cost of $825,000
for the equipment and $68,000 in sales tax. The mobile unit was  operational  in
May, 1999 in Longview, Texas and in July, 1999 in Mesquite, Texas. A tractor was
purchased in June, 1999 for $97,787 to move the mobile MRI.

         The   Company   has   standardized   protocols   for   management   and
administrative  processes which will help ensure future expansion.  The Board of
Directors has appointed a committee to analyze the feasibility of purchasing the
management and administrative systems of K Clinics,  Associated for stock and/or
cash.  The Board has  requested  a business  plan be drawn up for  expansion  in
2000-2001 and be presented at the next Board of Directors meeting.

         The East Texas  Division,  which  presently  includes  two  clinics,  2
physical therapy centers, a CAT scanner and availability of the mobile MRI, is
the test group for the standardized  protocol.  The Longview Clinic and PT/OT
Center and the Tyler PT/OT Center are housed in facilities leased from Alliance
Health, Inc.

                                       -7-


<PAGE>



                              ALLIANCE HEALTH, INC.

                           PART II - OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K

                  None.

























                                       -8-


<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Section  13 or 15 (d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

DATED: May 10, 2000                  By:  Sarkis J. Kechejian, M.D.
                                          Sarkis J. Kechejian, M.D.
                                          President, Director and
                                          Treasurer
















                                      -9-