<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, 2002

[ ]  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, 2002, 3,070,792
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 - December 31, 2002 and
            September 30, 2002                                    2

          Statements of Income - Three Months
            Ended December 31, 2002 and 2001                      3

          Statements of Cash Flows - Three Months Ended
            December 31, 2002 and 2001                            4

          Notes to Financial Statements                          5-6

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



PART II   OTHER INFORMATION

          Item 5.  Other Information                              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
December 31, 2002,  and the related  statements of income and cash flows for the
three month period then ended. These financial statements are the responsibility
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, 2002,
and the related statements of income and cash flows for the year then ended (not
presented  separately  herein),  and in our report dated  November 21, 2002,  we
expressed an unqualified opinion on those financial statements.  In our opinion,
the information set forth in the accompanying  balance sheet as of September 30,
2002 is fairly  stated,  in all  material  respects,  in relation to the balance
sheet from which it has been derived.



                                  Whitley Penn


Dallas, Texas
February 12, 2003



<PAGE>





                              ALLIANCE HEALTH, INC.

                         PART I - FINANCIAL INFORMATION
                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                          Dec 31, 2002  Sep 30, 2002
                                            Unaudited      Audited
                                          ------------  ------------
<S>                                       <C>           <C>
Current assets:
 Cash                                     $   797,634   $   715,130
 Treasury bill                                500,000     2,000,000
 Income tax receivable                         34,933       189,235
 Deferred income taxes                         34,134         8,612
 Net assets of discontinued operations              -     1,895,514
                                            ---------     ---------

  Total assets                              1,366,701     4,808,491
                                            =========     =========


                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                        $    25,000   $     1,313
  Accrued liabilities                           8,896        63,816
                                            ---------     ---------
    Total current liabilities                  33,896        65,129
                                            ---------     ---------

Deferred income taxes                               -             -
                                            ---------     ---------

Commitments and contingencies                       -             -

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 3,070,792 outstanding          143,600       143,600
   Paid-in capital                            723,466       723,466
   Treasury stock                          (3,725,439)            -
   Retained earnings                        4,191,178     3,876,296
                                            ---------     ---------
 Total stockholders' equity                 1,332,805     4,743,362
                                            ---------     ---------

         Total Liabilities and Equity      $1,366,701    $4,808,491
                                           ==========    ==========

</TABLE>

                 See accompanying notes to financial statements.

                                       -2-



<PAGE>


                              ALLIANCE HEALTH, INC.

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                Three Months Ended
                                          Dec 31,2002       Dec 31, 2001
                                          -----------       ------------

<S>                                       <C>               <C>
Other Income:
  Interest income                         $     3,525       $     7,926

Income taxes                                    1,269             2,774
                                           ----------        ----------

Income before discontinued operations           2,256             5,152

Discontinued operations:
  Earnings from discontinued
   operations, net of $18,758
   and $52,517, in taxes                       33,347            85,059

  Gain on disposal of property,
   Net of $32,899 in taxes                    279,279                 -
                                            ---------        ----------

Total discontinued operations                 312,626            85,059
                                           ----------        ----------

Net income                                $   314,882       $    90,211
                                           ==========        ==========

Earnings per share:

Continuing operations                     $      0.00       $      0.00
Discontinued operations                          0.05              0.01
                                           ----------        ----------

Net income                                $      0.05       $      0.01
                                           ==========        ==========

Weighted average number of                  6,833,861        14,360,000
  common shares outstanding

</TABLE>





                 See accompanying notes to financial statements.





                                       -3-


<PAGE>

                             ALLIANCE HEALTH, INC.

                             STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>
                                             Three Months Ended
                                       Dec 31,2002         Dec 31,2001
                                       -----------         -----------
<S>                                    <C>                  <C>
Operating Activities:
  Net income                           $  314,882           $   90,211
  Adjustments to reconcile net
   income to net cash
   provided by operating activities:
    Depreciation                           68,750              142,534
    Gain on disposal of property         (312,178)                   -
    Deferred income tax                  (101,376)                   -
    Changes in assets and liabilities:
     Income taxes                         154,302               55,291
     Other assets                          14,796                7,486
     Accounts payablE                      23,687               (6,595)
     Accrued liabilities                  (54,920)               4,060
                                         --------             --------

Net cash provided by operating
 activities                               107,943              292,987
                                         --------             --------

Investing Activities
  Cash received from sale of property     110,000                  -
  Purchase of treasury bill             1,500,000             (500,000)
                                        ---------            ---------
Net cash provided (used) by investing
 activities                             1,610,000             (500,000)
                                        ---------            ---------

Financing Activities
  Acquisition of treasury stock        (1,635,439)                 -
  Payment of long-term debt                   -                 (1,234)
                                        ---------            ---------

Net cash used by financing activities  (1,635,439)              (1,234)
                                        ---------            ---------

Net increase (decrease) in cash            82,504             (208,247)

Cash at beginning of period               715,130            1,523,286
                                        ---------            ---------

Cash at end of period                  $  797,634           $1,315,039
                                       ==========           ==========

</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 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, 2002
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, 2002 are not
necessarily  indicative  of the results that may be expected for the year ending
September 30, 2003.

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


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.

Note 3.  Discontinued Operation

     The Company sold its subsidiary  during the quarter ended December 31, 2000
for a note receivable of $27,593. The note was paid in full on February 1, 2002.

     S. J. Kechejian,  M.D.,  P.A.  cancelled the agreement with Alliance Health
for  advertising  services  on January  31,  2002.  The  Company has no specific
business plan and the Board of Directors has elected to  discontinue  operations
and sell the Company's operating assets to its principal  shareholder.  The sale
took  place on  November  29,  2002.  Consideration  was  valued at  $2,200,000,
consisting of 6,333,333 of the Company's  common stock owned by the shareholder,
Sarkis J.  Kechejian,  M.D.,  valued at $.33 per share and $110,000 in cash. The
Company has accounted for its operations as discontinued  during the periods. As
a result of the sale of its  business,  the  Company  has  effectively  become a
"public  shell"  corporation  with no  business  operations,  in the  process of
searching for an operating business with which to negotiate a "reverse merger."


                                       -5-

<PAGE>

     Concurrent with the sale of its operating assets,  the Company also offered
to buy common shares from its shareholders. In connection therewith, the Company
acquired 4,955,875 shares from Dr. Kechejian for $1,635,439.

     Summary operating results of the discontinued operations were as follows:

                                                            Three Months Ended
                                                               December 31,
                                                           2002            2001
                                                         -------         -------

           Revenues                                     $199,965        $676,042
           Costs and expenses                            147,860         538,466
                                                         -------         -------
               Income from discontinued operations
                    before income taxes                   52,105         137,576
           Provision for income taxes                     18,758          52,517
                                                         -------         -------
               Earnings from discontinued operations    $ 33,347        $ 85,059
                                                         =======         =======







                                       -6-



<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  periods  included  in the  accompanying  financial
statements.

Results of Operation and Financial Condition

     The financial  statements  for the quarter ended December 31, 2002 and 2001
have been  re-classified  to reflect  discontinued  operations  with  applicable
taxes.

     For the quarter ended  December 31, 2002 and 2001, the Company had revenues
of  $199,965  and  $676,042,  respectively.  Income  in the  first  quarter  was
generated primarily by MRI and CT scans. S. J. Kechejian,  M.D., P.A., Metroplex
Specialties,  P.A. and Metro Pharmacy,  Inc. notified  Alliance Health,  Inc. of
their  cancellation  of the ongoing fee  arrangements  for  marketing  effective
August 31, 2002.

     There were 3 MRI's (one mobile  unit) and a CT Scanner  leased to Metroplex
Specialties,  P.A.  with  revenues  generated  on a per scan  basis of  $161,750
compared to the same  quarter in 2001 of  $198,750.  There has been a continuing
decrease in the number of scans performed.

     Expenses during the three months ended December 31, 2002 included  salaries
and employee benefits,  depreciation and other general and administrative  costs
in the amount of $147,860.  This is a decrease in expenses  over the same period
last year of $390,606.  The  decrease is due to a decline in operating  expenses
primarily due to the  cancellation  of marketing and decline in scans  performed
during the quarter.

     On October 28, 2002 the Board of  Directors  determined  it was in the best
interest of the company to accept an offer from Dr.  Kechejian  to purchase  the
operating property and equipment of the Company in consideration of the transfer
back to the Company of 6,333,333 shares of Alliance common stock and $110,000 in
cash. The offer of $2,200,000 (an offer equaling an independent evaluation by an
outside  consultant  of the value of the assets being sold) was paid with common
stock and cash  based on the  audited  per share book value of $.33 per share at
September 30, 2002. The sale of the assets to Dr.  Kechejian was  consummated on
November 29, 2002.  Simultaneous  therewith,  Dr. Kechejian and entities that he
controls,  sold  back to the  Company  all of their  remaining  shares of common
stock,  an aggregate  of 4,955,875  shares,  for a total cash  consideration  of
$1,635,439,  or the  audited  book value per share as of  September  30, 2002 of
$0.33.

Liquidity and Capital Resources

     The Company had cash and Treasury Bills of $1,297,634 at December 31, 2002.

                                       -7-



<PAGE>




                              ALLIANCE HEALTH, INC.

                           PART II - OTHER INFORMATION


Item 5.  Other Information

     On  November  4,  2002,  the  Company  agreed to sell all of its  operating
property and equipment  (the "Assets") to its  President,  Sarkis J.  Kechejian,
M.D. and certain of his affiliated companies in exchange for 6,333,333 shares of
common  stock of the  Company and  $110,000 in cash.  The sale of the Assets was
consummated  on November  29, 2002 on which date Dr.  Kechejian  sold all of the
remainder of his shares of common stock of the Company,  4,955,875 shares,  back
to the Company for  $1,635,439  cash,  or $.33 per share,  the per share audited
book value of the shares as of September  30, 2002,  the  Company's  fiscal year
end.

     A copy of the  Sale of  Assets  Agreement  between  Dr.  Kechejian  and the
Company providing for the sale of the Assets to him is filed as Exhibit 2 to the
Company's  Annual Report on Form 10-KSB for the fiscal year ended  September 30,
2002, same being incorporated herein by reference.





























                                       -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, 2003            By:   Sarkis J. Kechejian, M.D.
                                          Sarkis J. Kechejian, M.D.
                                          President, Director and
                                          Treasurer





                                       -9-





<PAGE>



                                  CERTIFICATION

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

1. I have reviewed this quarterly report on Form 10-QSB for the quarterly period
ended December 31, 2002 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 annual
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 annual 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, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual 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 auditors 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
auditors 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
annual 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, 2003


                                              /s/Sarkis J. Kechejian, M.D.
                                              Sarkis J. Kechejian, M.D.
                                              President and Treasurer

<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  quarterly  period  ending
December 31, 2002 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, 2003




<PAGE>
                                  CERTIFICATION

I, Sharilyn J. Bruntz Wilson, certify that:

1. I have reviewed this quarterly report on Form 10-QSB for the quarterly period
ended December 31, 2002 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 annual
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 annual 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, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual 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 auditors 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
auditors 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
annual 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, 2003


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


<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  quarterly  period  ending
December 31, 2002 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, 2003