<page>
                          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 December 31, 2004

[ ]  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,  2004,  1,534,066
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

ITEM 1.   FINANCIAL STATEMENTS

          Report of Independent Registered Public
          Accounting Firm                                               1

          Balance Sheets - December 31, 2004 (unaudited) and
            September 30, 2004 (audited)                                2

          Statements of Operations (unaudited) - Three
            Months Ended December 31, 2004 and 2003                     3

          Statements of Cash Flows (unaudited) - Three
            Months Ended December 31, 2004 and 2003                     4

          Notes to Financial Statements                                 5

ITEM 2.   Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations                                                  6

ITEM 3.   Controls and Procedures                                       7


PART II   OTHER INFORMATION

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

SIGNATURES                                                              9







<page>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








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


We have reviewed the accompanying  balance sheet of Alliance Health,  Inc. as of
December 31, 2004,  and the related  statements of operations and cash flows for
the three month periods then ended.  These interim financial  statements are the
responsibility of the Company's management.

We conducted our review in accordance  with standards  established by the Public
Company  Accounting  Oversight Board. 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  auditing
standards   established  by  the  Public  Company  Accounting  Oversight  Board.
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 accounting principles generally accepted in the United States of
America.




                                             /s/Whitley Penn


Dallas, Texas
February 11, 2005


<page>


                              ALLIANCE HEALTH, INC.

                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                      December 31, September 30,
                                                         2004           2004
                                                      (Unaudited)    (Audited)
                                                      -----------    ---------

<S>                                                    <C>          <C>
Assets
Current assets:
      Cash and cash equivalents                        $    3,827   $   12,844
      Income taxes receivable                              29,113       26,722
                                                       ----------   ----------

Total assets                                           $   32,940   $   39,566
                                                       ==========   ==========


Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable                                    $         -   $        -
  Accrued liabilities                                       6,075        8,800
                                                       ----------   ----------

Total current liabilities                                   6,075        8,800
                                                       ----------   ----------


Commitments and contingencies                                   -            -

Stockholders' equity:
   Common stock, $.01 par, 20,000,000
     shares authorized, 14,360,000
     shares issued, 1,534,066 shares
     outstanding                                          143,600      143,600
   Paid-in capital                                        723,466      723,466
   Retained earnings                                    3,392,357    3,396,258
                                                       ----------   ----------
                                                        4,259,423    4,263,324

   Less 12,825,934 shares of stock
         held in treasury, at cost                      4,232,558    4,232,558
                                                       ----------   ----------
Total stockholders' equity                                 26,865       30,766
                                                       ----------   ----------

Total liabilities and stockholders' equity $               32,940   $   39,566
                                                       ==========   ==========
</TABLE>



                       See accompanying notes to financial statements.

                                       -2-
<page>

                              ALLIANCE HEALTH, INC.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                            December 31,
                                                      2004               2003
                                                   ----------        -----------
<S>                                               <C>               <C>
Continuing Operations
Revenue                                           $         0       $         0

General and administrative                              6,292            17,021
  expenses

Other income:
  Interest income                                           0                 0

Income tax expense (benefit)                           (2,391)           (6,468)
                                                  -----------       -----------

      Net income (loss)                           $    (3,901)      $   (10,553)
                                                  ===========       ===========

Net income (loss) per common share                $     (0.00)      $     (0.01)
                                                  ===========       ===========

Weighted average number of
   Shares outstanding                               1,534,066         1,534,066
                                                  ===========       ===========

</TABLE>




                 See accompanying notes to financial statements.

                                       -3-
<page>


                              ALLIANCE HEALTH, INC.

                             STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                            Three Months Ended
                                                                December 31,
                                                            2004          2003
                                                         -----------------------
<S>                                                     <C>           <C>
Net income (loss)                                       $  (3,901)    $ (10,553)
   Adjustments to reconcile net income
     net income (loss) to cash used in
     operating activities:
   Income taxes receivable                                 (2,391)       (6,468)
   Accounts payable                                             -          (307)
   Accrued liabilities                                     (2,725)       (4,000)
                                                        ---------     ---------

Net cash used in operating activities                      (9,017)      (21,328)

Investing Activities:
 Proceeds from sales and maturities
  of treasury bills                                             -       500,000
                                                        ---------     ---------

Net cash provided by investing activities                       -       500,000

Net increase (decrease) in cash and                        (9,017)      478,572
  cash equivalents

Cash and cash equivalents at beginning of period           12,844       243,139
                                                        ---------     ---------

Cash and cash equivalents at end of period              $   3,827     $ 721,811
                                                        =========     =========
</TABLE>


                 See accompanying notes to 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 accounting principles generally accepted in the United States of
America 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  accounting  principles  generally  accepted in the United States of
America 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, 2004 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 three month  period  ended  December 31, 2004 are not
necessarily  indicative  of the results that may be expected for the year ending
September 30, 2005.

Note 2.  Organization

     Alliance  Health,  Inc. (the  "Company")  was  incorporated  in Delaware on
September 4, 1987. The Company  previously  offered  advertising  and management
services to medical  clinics of  affiliated  companies.  At the present time the
Company  is a  shell  corporation  with  no  active  operations.  The  Company's
corporate  offices are located in Irving,  Texas.  Dr.  Sarkis  Kechejian is the
President and only Director.

Note 3.  Dividend

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






                                       -5-

<page>

                              ALLIANCE HEALTH, INC.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS AND INFORMATION

     The Company is including  the following  cautionary  statement in this Form
10-QSB to make applicable and take advantage of the safe harbor provision of the
Private  Securities  Litigation  Reform  Act of  1995  for  any  forward-looking
statements  made by, or on behalf of, the  Company.  Forward-looking  statements
include  statements  concerning plans,  objectives,  goals,  strategies,  future
events or performance and underlying assumptions and other statements, which are
other than  statements  of  historical  facts.  Certain  statements in this Form
10-QSB are  forward-looking  statements.  Words such as  "expects,"  "believes,"
"anticipates,"  "may," and "estimates"  and similar  expressions are intended to
identify  forward-looking  statements.  Such statements are subject to risks and
uncertainties  that could cause actual results to differ  materially  from those
projected.  Such risks and  uncertainties  are set forth  below.  The  Company's
expectations,  beliefs  and  projections  are  expressed  in good  faith and are
believed  by  the  Company  to  have  a  reasonable  basis,   including  without
limitation,  management's  examination  of  historical  operating  trends,  data
contained in the Company's  records and other data available from third parties,
but  there  can  be no  assurance  that  management's  expectation,  beliefs  or
projections will result,  be achieved,  or be  accomplished.  The Company has no
obligation to update or revise these  forward-looking  statements to reflect the
occurrence of future events or circumstances.

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

Results of Operations and Financial Condition

     Expenses  for the three months  ended  December 31, 2004 and 2003  included
salaries and employee benefits,  and other general and  administrative  costs in
the amount of $6,292 and $17,021, respectively.

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

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

     A non-binding Letter of Intent has been signed with a potential candidate.

Liquidity and Capital Resources

     The Company had cash of $3,827 at December 31, 2004. There is an income tax
receivable  of $29,113  due to the filing of an amended  tax return for the year
ended September 2002.




                                       -6-
<page>
Item 3. Controls and Procedures

        (a)    Evaluation of disclosure controls and procedures.

               The  President/Treasurer/Director of the Company has conducted an
               evaluation  of  the  effectiveness  of the  Company's  disclosure
               controls  and  procedures  pursuant  to  Rule  13a-14  under  the
               Securities  Exchange Act of 1934 as of the last day of the period
               covered  by this  report  ("Evaluation  Date").  Based  upon that
               evaluation, the President/  Treasurer/Director concluded that, as
               of the  Evaluation  Date, the Company's  disclosure  controls and
               procedures   were   effective  in  ensuring   that  all  material
               information  relating to the Company required to be filed in this
               quarterly report has been made known to him in a timely manner.

        (b)    Changes in internal controls.

               There  have been no  significant  changes  made in the  Company's
               internal  controls or in other  factors that could  significantly
               affect internal controls subsequent to the Evaluation Date.












                                       -7-




                              ALLIANCE HEALTH, INC.

                           PART II - OTHER INFORMATION

Items 1, 2, 3, 4 and 5 - Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

        (a)  Exhibits

             31.1   Certificate of Principal  Executive Officer required by Rule
                    13a-14(a) or Rule 15d-14(a) of the  Securities  Exchange Act
                    of  1934,  as  adopted   pursuant  to  Section  302  of  the
                    Sarbanes-Oxley   Act  of   2002   (filed   herewith).

             31.2   Certificate of Principal  Financial Officer required by Rule
                    13a-14(a) or Rule 15d-14(a) of the  Securities  Exchange Act
                    of  1934,  as  adopted   pursuant  to  Section  302  of  the
                    Sarbanes-Oxley   Act  of   2002   (filed   herewith).

             32.1   Certificate of Chief Executive Officer pursuant to 18 U.S.C.
                    Section  1350,  as adopted  pursuant  to Section  906 of the
                    Sarbanes-Oxley   Act  of   2002   (filed   herewith).

             32.2   Certificate of Chief Financial  Officer pursuant to 18 U. S.
                    C. Section 1350,  as adopted  pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002 (filed herewith).

        (b)  Reports on Form 8-K filed: 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: February 14, 2005             By:  /s/Sarkis J. Kechejian, M.D.
                                          Sarkis J. Kechejian, M.D.
                                          President, Director and
                                          Treasurer






                                       -9-

<page>
                                                                    Exhibit 31

                                  CERTIFICATION

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

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

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

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

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

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

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

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

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

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

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

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

Date:  February 14, 2005                         /s/Sarkis J. Kechejian, M.D.
                                                 Sarkis J. Kechejian, M.D.
                                                 President and Treasurer


<page>
                                                                    Exhibit 32

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


     In  connection  with the  quarterly  filing of Alliance  Health,  Inc. (the
"Company")  quarterly  report on Form 10-QSB for the period ending  December 31,
2004  with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, Sarkis J. Kechejian,  M.D., President and Chief Executive Officer
of the  Company,  certify,  pursuant  to the 18 U.S.C.  (SS)  1350,  as  adopted
pursuant to (SS) 906 of the Sarbanes-Oxley Act of 2002, that:

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

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


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


February 14, 2005



<page>




                                                                   Exhibit 31

                                  CERTIFICATION

I, Sharilyn J. Bruntz Wilson, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date:  February 14, 2005                      /s/Sharilyn J. Bruntz Wilson
                                              Sharilyn J. Bruntz Wilson
                                              Vice President and Secretary



                                                                   Exhibit 32
<page>

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

     In  connection  with the  quarterly  filing of Alliance  Health,  Inc. (the
"Company")  quarterly  report on Form 10-QSB for the period ending  December 31,
2004  with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, Sharilyn J. Bruntz  Wilson,  Vice  President and Secretary of the
Company,  certify,  pursuant to the 18 U.S.C.  (SS) 1350, as adopted pursuant to
(SS) 906 of the Sarbanes-Oxley Act of 2002, that:


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

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


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


February 14, 2005