<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 June 30, 2005

[ ]  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 June 30, 2005, 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 - June 30, 2005 (unaudited) and
            September 30, 2004 (audited)                               2

         Statements of Operations (unaudited) - Three
            Months and Nine Months Ended June 30, 2005
            and 2004                                                   3

         Statements of Cash Flows (unaudited) - Nine
            Months Ended June 30, 2005 and 2004                        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                                                      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
June 30, 2005,  and the related  statements of operations and cash flows for the
three  and nine  month  periods  ended  June 30,  2005 and 2004.  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
August 2, 2005






<PAGE>

                              ALLIANCE HEALTH, INC.

                                 BALANCE SHEETS



<TABLE>
<CAPTION>

                                            June 30,    September 30,
                                             2005            2004
                                          -----------   ------------
                                          (Unaudited)     (Audited)
<S>                                       <C>           <C>
Assets
Current assets:
  Cash and cash equivalents               $    17,615   $    12,844
  Income taxes receivable                       7,211        26,722
                                            ---------     ---------

Total assets                              $    24,826   $    39,566
                                            =========     =========


Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payble and
  accrued liabilities                     $     5,825   $     8,800
                                            ---------     ---------

Total current liabilities                       5,825         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                        3,384,493     3,396,258
                                            ---------     ---------
                                            4,251,559     4,263,324

   Less 12,825,934 shares of stock
     held in treasury, at cost              4,232,558     4,232,558
                                            ---------     ---------
Total stockholders' equity                     19,001        30,766
                                            ---------     ---------

Total liabilities and stockholders' equity $   24,826   $    39,566
                                            =========    ==========
</TABLE>



                 See accompanying notes to financial statements.

                                       -2-


<PAGE>

                              ALLIANCE HEALTH, INC.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                   Three Months Ended         Nine Months Ended
                                        June 30,                   June 30,
                                   2005        2004           2005        2004
                                --------     -------        --------    -------

<S>                           <C>           <C>            <C>        <C>
Continuing Operations
Revenue                       $        -    $       -     $       -   $      -

General and administrative
 expenses                          6,404        7,147        18,976     42,991

Other income:
  Interest income                      -            -             -        311

Income tax benefit                (2,433)      (2,716)       (7,211)   (16,337)
                               ---------     --------       -------    -------

  Net income (loss) before
    discontinued operations       (3,971)      (4,431)      (11,765)   (26,343)
                               ---------     --------       -------    -------


Discontinued operations
   Income (loss) from
   discontinued operations             -            -             -     38,466
                               ---------     --------       -------    -------

   Net income (loss)          $   (3,971)  $   (4,431)   $  (11,765)  $ 12,123
                               ---------     --------       -------    -------

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

Weighted average number
  of common shares
  outstanding                  1,534,066    1,534,066     1,534,066  1,534,066
                              ==========    =========     =========  =========

</TABLE>
                 See accompanying notes to financial statements.

                                       -3-


<PAGE>

                              ALLIANCE HEALTH, INC.
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>


                                                          Nine Months Ended
                                                              June 30,
                                                         2005            2004
                                                        -----------------------
<S>                                                    <C>           <C>
Continuing Operations:
Operating Activities:
Loss from continuing operations:                       $ (11,765)     $ (26,343)
    Adjustments to reconcile loss
    from continuing operations to net cash
    provided by (used in) operating activities:
      Changes in assets and liabilities:
       Income taxes receivable and payable                19,511       (182,285)
       Accounts payable and accrued liabilities           (2,975)         1,186
                                                       ---------      ---------

Net cash provided by (used in) operating
 activities                                                4,771       (207,442)

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

Net cash provided by investing activities                      -        500,000

Financing Activities:
  Dividends paid                                               -       (552,264)
                                                       ---------      ---------

Net cash used in financing activities                          -       (552,264)

Discontinued Operations:
  Operating activities                                         -         38,466
  Investing activities                                         -              -
  Financing activities                                         -              -
                                                       ---------      ---------

Net cash provided by discontinued operations                   -         38,466

Net increase (decrease) in cash and                        4,771       (221,240)
  cash equivalents
Cash and cash equivalents at
  beginning of period                                     12,844        243,139
                                                       ---------      ---------
Cash and cash equivalents at end of period             $  17,615      $  21,899
                                                       =========      =========

</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  nine  month  period  ended  June  30,  2005 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 nine months ended June 30, 2005 and 2004 included salaries
and employee benefits,  and other general and administrative costs in the amount
of $18,976 and $42,991, 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 $17,615 at June 30, 2005.




                                       -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-


<PAGE>


                              ALLIANCE HEALTH, INC.

                           PART II - OTHER INFORMATION

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

Item 6. Exhibits

        (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).












                                       -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: August 2, 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:  August 2, 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 June 30, 2005
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


August 2, 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:  August 2, 2005                             /s/Sharilyn J. Bruntz Wilson
                                                  Sharilyn J. Bruntz Wilson
                                                  Vice President and Secretary

<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 June 30, 2005
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


August 2, 2005