UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





Form
10-Q










(Mark
one)


x
            Quarterly
      Report under Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended December 31, 2009o
            Transition
      Report under Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period from ______________ to
  _____________











Commission
File Number: 33-17387





Alliance
Health, Inc.


(Exact
name of registrant as specified in its charter)





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





421 E.
Airport Freeway, Irving, TX 75062


(Address
of principal executive offices)





(972)
255-5533


(Issuer's
telephone number)








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





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):





Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
            Smaller
      reporting company x





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





State the
number of shares outstanding of each of the issuer's classes of common equity as
of the latest practicable date: February 1, 2010: 1,534,066





Transitional
Small Business Disclosure Format (check one): YES  o  NO  x





Alliance
Health, Inc.





Form 10-Q
for the Quarter ended June 30, 2009





Table of
Contents








PagePart
      I - Financial InformationItem 1 - Financial Statements
            3Item 2 - Management's Discussion and Analysis or Plan of
      Operation
            11Item 3 - Quantitative and Qualitative Disclosures About Market
      Risk
            13Item 4 - Controls and Procedures
            13Part
      II - Other InformationItem 1 - Legal Proceedings
            13Item 2 - Recent Sales of Unregistered Securities and Use of
      Proceeds
            13Item 3 - Defaults Upon Senior Securities
            14Item 4 - Submission of Matters to a Vote of Security
      Holders
            14Item 5 - Other Information
            14Item 6 - Exhibits
            14Signatures
            14


2


Part
I





Item1 - Financial Statements





Alliance
Health, Inc.


Balance
Sheets


December
31, 2009 and September 30, 2009








(Unaudited)
            
            
            (Audited)December
      31,
            
            
            September
      30,2009
            
            
            2009ASSETSCurrent
      AssetsCash
      on hand and in bank
            
            $
            2,276
            
            
            $
            1,981Total
      Current Assets
            
            
            2,276
            
            
            
            1,981Total
      Assets
            
            $
            2,276
            
            
            $
            1,981LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)LiabilitiesCurrent
      LiabilitiesAccounts
      payable - trade and accrued liabilities
            
            $
            2,086
            
            
            $
            3,391Note
      payable to controlling shareholder
            
            
            169,900
            
            
            
            166,500Accrued
      interest payable to controlling stockholder
            
            
            45,513
            
            
            
            42,150Total
      Current Liabilities
            
            
            217,499
            
            
            
            212,041Long-Term
      Liabilities
            
            
            —
            
            
            
            —Total
      Liabilities
            
            
            217,499
            
            
            
            212,041Commitments
      and ContingenciesStockholders’
      Equity (Deficit)Preferred
      stock - $0.01 par value1000,000
      shares authorized.None
      issued and outstanding
            
            
            —
            
            
            
            —Common
      stock - $0.01 par value.20,000,000
      shares authorized.1,534,066
      shares issued and outstanding
            
            
            15,341
            
            
            
            15,341Additional
      paid-in capital
            
            
            —
            
            
            
            —Accumulated
      deficit
            
            
            (230,564
            )
            
            
            (225,401
            )Total
      Stockholders’ Equity (Deficit)
            
            
            (215,223
            )
            
            
            (210,060
            )Total
      Liabilities and Stockholders’ Equity
            
            $
            2,276
            
            
            $
            1,981














The
financial information presented herein has been prepared by management without
audit


by
independent certified public accountants.


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


3


Alliance
Health, Inc.


Statements
of Operations


Three
months ended December 31, 2009 and 2008





(Unaudited)








Three
      months
            
            
            Three
      monthsended
            
            
            endedDecember
      31,
            
            
            December
      31,2009
            
            
            2008Revenues
            
            $
            —
            
            
            $
            —Operating
      ExpensesGeneral
      and administrative expense
            
            
            1,800
            
            
            
            2,610Total
      Operating Expenses
            
            
            1,800
            
            
            
            2,610Loss
      from Operations
            
            
            (1,800
            )
            
            
            (2,610
            )Other
      Income (Expense)Interest
      income
            
            
            —
            
            
            
            —Interest
      expense
            
            
            (3,363
            )
            
            
            (3,357
            )Loss
      before Income Taxes
            
            
            (5,163
            )
            
            
            (5,967
            )Provision
      for Income Taxes
            
            
            —
            
            
            
            —Net
      Income (Loss)
            
            
            (5,163
            )
            
            
            (5,967
            )Other
      Comprehensive Income
            
            
            —
            
            
            
            —Comprehensive
      Income (Loss)
            
            $
            (5,163
            )
            
            $
            (5,967
            )Loss
      per weighted-average share of common stock outstanding,computed
      on net loss - basic and fully diluted
            
            $
            0.00
            
            
            $
            0.00Weighted-average
      number of common shares outstanding
            
            
            1,534,066
            
            
            
            1,534,066














The
financial information presented herein has been prepared by management without
audit


by
independent certified public accountants.


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


4


Alliance
Health, Inc.


Statements
of Cash Flows


Three
months ended December 31, 2009 and 2008





(Unaudited)








Three
      months
            
            
            Three
      monthsended
            
            
            endedDecember
      31,
            
            
            December
      31,2009
            
            
            2008Cash
      flows from operating activitiesNet
      income (loss) for the period
            
            $
            (5,163
            )
            
            $
            (5,967
            )Adjustments
      to reconcile net loss to netcash
      provided by (used in) operating activitiesDepreciation
      and amortization
            
            
            —
            
            
            
            —(Increase)
      Decrease inLawsuit
      settlement receivable
            
            
            —
            
            
            
            —Increase
      (Decrease) inAccounts
      payable and other accrued liabilities
            
            
            (1,305
            )
            
            
            (1,340
            )Accrued
      interest payable to stockholder
            
            
            3,363
            
            
            
            3,357Income
      taxes payable
            
            
            —
            
            
            
            —Net
      cash provided by (used in) operating activities
            
            
            (3,105
            )
            
            
            (3,950
            )Cash
      flows from investing activities
            
            
            —
            
            
            
            —Cash
      flows from financing activitiesCash
      advanced by officer/shareholder
            
            
            3,400
            
            
            
            —Increase
      (Decrease) in Cash
            
            
            (295
            )
            
            
            (3,950
            )Cash
      at beginning of period
            
            
            1,981
            
            
            
            9,951Cash
      at end of period
            
            $
            2,276
            
            
            $
            6,001Supplemental
      disclosure of interest and income taxes paidInterest
      paid for the period
            
            $
            —
            
            
            $
            —Income
      taxes paid (refunded) for the period
            
            $
            —
            
            
            $
            —














The
financial information presented herein has been prepared by management without
audit


by
independent certified public accountants.


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


5


Alliance
Health, Inc.


Notes
to Financial Statements


December
31, 2009 and 2008








Note
A - Description of Business





Alliance
Health, Inc. (Company), was incorporated on September 4, 1987 in accordance with
the Laws of the State of Delaware.





In 1995,
the Company acquired the advertising division of K Clinics, P. A., an entity
owned by the Company’s majority shareholder, for the purpose of offering
advertising and management services to various medical clinics affiliated by
common ownership.





During
the year ended September 30, 2003, the Company sold all operating activities and
assets to various entities owned and/or controlled by the Company’s majority
shareholder.  Since that transaction, the Company has had no
operations or significant assets.





The
Company’s current business plan is to locate and combine with an existing,
privately-held company which is profitable or, in management's view, has growth
potential, irrespective of the industry in which it is
engaged.  However, the Company does not intend to combine with a
private company which may be deemed to be an investment company subject to the
Investment Company Act of 1940.  A combination may be structured as a
merger, consolidation, exchange of the Company's common stock for stock or
assets or any other form which will result in the combined enterprise's becoming
a publicly-held corporation.








Note
B - Preparation of Financial Statements





The
Company follows the accrual basis of accounting in accordance with generally
accepted accounting principles and has adopted a year-end of September
30.





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.





Management
further acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud.  The Company’s system of internal
accounting control is designed to assure, among other items, that 1) recorded
transactions are valid; 2) valid transactions are recorded; and 3) transactions
are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations
and cash flows of the Company for the respective periods being
presented





During
interim periods, the Company follows the accounting policies set forth in its
annual audited financial statements filed with the U. S. Securities and Exchange
Commission on its Annual Report on Form 10-K containing the Company’s financial
statements for the year ended September 30, 2009.  The information
presented within these interim financial statements may not include all
disclosures required by generally accepted accounting principles and the users
of financial information provided for interim periods should refer to the annual
financial information and footnotes when reviewing the interim financial results
presented herein.





In the
opinion of management, the accompanying interim financial statements, prepared
in accordance with the U. S. Securities and Exchange Commission’s instructions
for Form 10-Q, are unaudited and contain all material adjustments, consisting
only of normal recurring adjustments necessary to present fairly the financial
condition, results of operations and cash flows of the Company for the
respective interim periods presented.  The current period results of
operations are not necessarily indicative of results which ultimately will be
reported for the full fiscal year ending September 30, 2010.


6


Alliance
Health, Inc.


Notes
to Financial Statements - Continued


December
31, 2009 and 2008








Note
C - Going Concern Uncertainty





The
Company has nominal cash on hand, has no operating assets and has a business
plan with inherent risk.  Because of these factors, the Company’s
auditors have issued an audit opinion on the Company’s financial statements
which includes a statement describing our going concern status.  This
means, in the auditor’s opinion, substantial doubt about our ability to continue
as a going concern exists at the date of their opinion.





The
Company's continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.  Further, the Company faces considerable risk in it’s
business plan and a potential shortfall of funding due to our inability to raise
capital in the equity securities market.  If no additional operating
capital is received during the next twelve months, the Company will be forced to
rely on existing cash in the bank and additional funds loaned by management
and/or significant stockholders.





The
Company’s business plan is to seek an acquisition or merger with a private
operating company which offers an opportunity for growth and possible
appreciation of our stockholders’ investment in the then issued and outstanding
common stock.  However, there is no assurance that the Company will be
able to successfully consummate an acquisition or merger with a private
operating company or, if successful, that any acquisition or merger will result
in the appreciation of our stockholders’ investment in the then outstanding
common stock.





The
Company remains dependent upon additional external sources of financing;
including being dependent upon its management and/or significant stockholders to
provide sufficient working capital in excess of the Company’s initial
capitalization to preserve the integrity of the corporate entity.





The
Company anticipates offering future sales of equity
securities.  However, there is no assurance that the Company will be
able to obtain additional funding through the sales of additional equity
securities or, that such funding, if available, will be obtained on terms
favorable to or affordable by the Company.








Note
D - Summary of Significant Accounting Policies





1.
            Cash and cash
      equivalents





The
Company considers all cash on hand and in banks, certificates of deposit and
other highly-liquid investments with maturities of three months or less, when
purchased, to be cash and cash equivalents.





2.
            Income
      taxes





The
Company files income tax returns in the United States of America and various
states, as appropriate and applicable.  With few exceptions, the
Company is no longer subject to U.S. federal, state and local, as applicable,
income tax examinations by regulatory taxing authorities for years before Fiscal
2006.  The Internal Revenue Service (IRS) commenced an examination of
the Company’s U.S. income tax returns for the year ended September 30, 2003
during 2005 and closed said examination during 2006.  The Company has
been effectively dormant since that time and does not anticipate any
examinations of returns filed since 2006.





The
Company uses the asset and liability method of accounting for income
taxes.  At December 31, 2009 and September 30, 2009, respectively, the
deferred tax asset and deferred tax liability accounts, as recorded when
material to the financial statements, are entirely the result of temporary
differences.  Temporary differences generally represent differences in
the recognition of assets and liabilities for tax and financial reporting
purposes, primarily accumulated depreciation and amortization, allowance for
doubtful accounts and vacation accruals.





The
Company has adopted the provisions required by the Income Taxes topic of the
FASB Accounting Standards Codification.  The Codification Topic
requires the recognition of potential liabilities as a result of management’s
acceptance of potentially uncertain positions for income tax treatment on a
“more-likely-than-not” probability of an assessment upon examination by a
respective taxing authority.  As a result of the implementation of
Codification’s Income Tax Topic, the Company did not incur any liability for
unrecognized tax benefits.


7


Alliance
Health, Inc.


Notes
to Financial Statements - Continued


December
31, 2009 and 2008






3.
            Income (Loss) per
      share





Basic
earnings (loss) per share is computed by dividing the net income (loss)
available to common stockholders by the weighted-average number of common shares
outstanding during the respective period presented in our accompanying financial
statements.





Fully
diluted earnings (loss) per share is computed similar to basic income (loss) per
share except that the denominator is increased to include the number of common
stock equivalents (primarily outstanding options and warrants).





Common
stock equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method, at
either the beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company’s net income (loss) position at the calculation
date.





At
September 30, 2009 and 2008, and subsequent thereto, the Company has no
outstanding stock warrants, options or convertible securities which could be
considered as dilutive for purposes of the loss per share
calculation.





4.
            Pending and/or New
      Accounting Pronouncements





The
Company is of the opinion that any pending accounting pronouncements, either in
the adoption phase or not yet required to be adopted, will not have a
significant impact on the Company's financial position or results of
operations.








Note
E - Fair Value of Financial Instruments





The
carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.





Interest
rate risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates on either investments or on debt and is fully dependent upon the
volatility of these rates.  The Company does not use derivative
instruments to moderate its exposure to interest rate risk, if any.





Financial
risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates or foreign exchange rates and are fully dependent upon the
volatility of these rates.  The Company does not use derivative
instruments to moderate its exposure to financial risk, if any.








NOTE
F - Concentrations of Credit Risk





Financial
instruments, which potentially subject us to a concentration of risk, include,
principally, cash and accounts receivable.  All of our customers were
based in the United States at this time and we are not subject to exchange risk
at this time.





The
Company maintains its cash in domestic financial institutions subject to
insurance coverage issued by the Federal Deposit Insurance Corporation
(FDIC).  Under FDIC rules, the Company is entitled to aggregate
coverage as defined by Federal regulation per account type per separate legal
entity per financial institution.  Through the period through December
31, 2009 and subsequent thereto, the Company, from time-to-time, may have had
deposits in a financial institution with credit risk exposures in excess of
statutory FDIC coverage.  The Company has incurred no losses as a
result of any unsecured situations.


8


Alliance
Health, Inc.


Notes
to Financial Statements - Continued


December
31, 2009 and 2008








Note
G - Note Payable to Stockholder





In the
current period and in a prior year, the Company’s controlling stockholder has
loaned the Company an aggregate $169,900.  The note bears interest at
8.0% and is due upon demand.  The controlling shareholder has made no
demand for repayment.








Note
H - Income Taxes





The  components
of income tax (benefit) expense for each of the three month periods ended
December 31, 2009 and 2008, respectively, are as follows:





Year
      ended
            
            
            Year
      endedSeptember
      30,
            
            
            September
      30,2009
            
            
            2008Federal:Current
            
            $
            —
            
            
            $
            —Deferred
            
            
            —
            
            
            
            ——
            
            
            
            —State:Current
            
            
            —
            
            
            
            —Deferred
            
            
            —
            
            
            
            ——
            
            
            
            —Total
            
            $
            —
            
            
            $
            —





As of
December 31, 2009, the Company had a cumulative net operating loss carryforward
of approximately $64,000 to offset future taxable income.  The amount
and availability of any net operating loss carryforwards will be subject to the
limitations set forth in the Internal Revenue Code.  Such factors as
the number of shares ultimately issued within a three year look-back period;
whether there is a deemed more than 50 percent change in control; the applicable
long-term tax exempt bond rate; continuity of historical business; and
subsequent income of the Company all enter into the annual computation of
allowable annual utilization of any net operating loss
carryforward(s).





The
Company's income tax expense (benefit) for each of the three month periods ended
December 31, 2009 and 2008, respectively, are as follows:





Year
      ended
            
            
            Year
      endedSeptember
      30,
            
            
            September
      30,2009
            
            
            2008Statutory
      rate applied to income before income taxes
            
            $
            (1,800
            )
            
            $
            (2,000
            )Increase
      (decrease) in income taxes resulting from:State
      income taxes
            
            
            —
            
            
            
            —Other,
      including reserve for deferred tax asset and applicationof
      net operating loss carryforward
            
            
            1,800
            
            
            
            2,000Income
      tax expense
            
            $
            —
            
            
            $
            —














(Remainder
of this page left blank intentionally)


9


Alliance
Health, Inc.


Notes
to Financial Statements - Continued


December
31, 2009 and 2008








Note
H - Income Taxes - Continued





The
Company’s only temporary difference due to statutory requirements in the
recognition of assets and liabilities for tax and financial reporting purposes,
as of December 31, 2009 and September 30, 2009, respectively, relates solely to
the Company’s net operating loss.  This difference gives rise to the
financial statement carrying amounts and tax bases of assets and liabilities
causing either deferred tax assets or liabilities, as necessary, as of December
31, 2009 and September 30, 2009, respectively:





December
      31,
            
            
            September
      30,2009
            
            
            2009Deferred
      tax assetsNet
      operating loss carryforwards
            
            $
            21,800
            
            
            $
            20,000Less
      valuation allowance
            
            
            (21,800
            )
            
            
            (20,000
            )Net
      Deferred Tax Asset
            
            $
            —
            
            
            $
            —





During
the three months ended December 31, 2009 and the year ended September 30, 2009,
respectively, the valuation allowance for the deferred tax asset increased by
approximately $1,800 and $7,200.








NOTE
I - Subsequent Events





Management
has evaluated all activity of the Company through February 4, 2010 (the issue
date of the financial statements) and concluded that no subsequent events have
occurred that would require recognition in the consolidated financial statements
or disclosure in the notes to financial statements.














(Remainder
of this page left blank intentionally)


10


Part I- Item 2





Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





(1)
            Caution
      Regarding Forward-Looking
Information




Certain
statements contained in this quarterly filing, including, without limitation,
statements containing the words "believes", "anticipates", "expects" and words
of similar import, constitute forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.





Such
factors include, among others, the following: international, national and local
general economic and market conditions: demographic changes; the ability of the
Company to sustain, manage or forecast its growth; the ability of the Company to
successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans;
business  disruptions; the ability to attract and retain qualified
personnel; the ability to protect technology; and other factors referenced in
this and previous filings.





Given
these uncertainties, readers of this Form 10-Q and investors are cautioned not
to place undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such factors or to publicly announce the
result of any revisions to any of the forward-looking statements contained
herein to reflect future events or developments.





(2)      Results
of Operations





The
Company had no revenue for either of the three month periods ended December 31,
2009 and 2008, respectively.





General
and administrative expenses for the three month periods ended December 31, 2009
and 2008 were related to the maintenance of the corporate entity since the
adoption of the Company’s current business plan.  The Company’s
current business plan is to locate and combine with an existing, privately-held
company which is profitable or, in management's view, has growth potential,
irrespective of the industry in which it is engaged.  However, the
Company does not intend to combine with a private company which may be deemed to
be an investment company subject to the Investment Company Act of
1940.  A combination may be structured as a merger, consolidation,
exchange of the Company's common stock for stock or assets or any other form
which will result in the combined enterprise's becoming a publicly-held
corporation.





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





Earnings
per share for the respective three month periods ended December 31, 2009 and
2008 were $-0- and $-0-, respectively, based on the weighted-average shares
issued and outstanding at the end of each respective period.





The
Company does not expect to generate any meaningful revenue or incur operating
expenses for purposes other than fulfilling the obligations of a reporting
company under the Securities Exchange Act of 1934 unless and until such time
that the Company’s operating subsidiary begins meaningful
operations.





Plan
of Business





General





The
Company intends to locate and combine with an existing, privately-held company
which is profitable or, in management's view, has growth potential, irrespective
of the industry in which it is engaged.  However, the Company does not
intend to combine with a private company which may be deemed to be an investment
company subject to the Investment Company Act of 1940.  A combination
may be structured as a merger, consolidation, exchange of the Company's common
stock for stock or assets or any other form which will result in the combined
enterprise's becoming a publicly-held corporation.





Pending
negotiation and consummation of a combination, the Company anticipates that it
will have, aside from carrying on its search for a combination partner, no
business activities, and, thus, will have no source of
revenue.  Should the Company incur any significant liabilities prior
to a combination with a private company, it may not be able to satisfy such
liabilities as are incurred.


11


If the
Company's management pursues one or more combination opportunities beyond the
preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust the Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event, the Company's common
stock will become worthless and holders of the Company's common stock will
receive a nominal distribution, if any, upon the Company's liquidation and
dissolution.





Combination
Suitability Standards





In its
pursuit for a combination partner, the Company's management intends to consider
only combination candidates which are profitable or, in management's view, have
growth potential.  The Company's management does not intend to pursue
any combination proposal beyond the preliminary negotiation stage with any
combination candidate which does not furnish the Company with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary funds are available, engage
attorneys and/or accountants in its efforts to investigate a combination
candidate and to consummate a business combination.  The Company may
require payment of fees by such combination candidate to fund the investigation
of such candidate.  In the event such a combination candidate is
engaged in a high technology business, the Company may also obtain reports from
independent organizations of recognized standing covering the technology being
developed and/or used by the candidate.  The Company's limited
financial resources may make the acquisition of such reports difficult or even
impossible to obtain and, thus, there can be no assurance that the Company will
have sufficient funds to obtain such reports when considering combination
proposals or candidates.  To the extent the Company is unable to
obtain the advice or reports from experts, the risks of any combined
enterprise's being unsuccessful will be enhanced.  Furthermore, to the
knowledge of the Company's officers and directors, neither the candidate nor any
of its directors, executive officers, principal stockholders or general
partners:




(1)
            will
      have been convicted of securities fraud, mail fraud, tax fraud,
      embezzlement, bribery, or a similar criminal offense involving
      misappropriation or theft of funds, or be the subject of a pending
      investigation or indictment involving any of those
    offenses;





(2)
            will
      have been subject to a temporary or permanent injunction or restraining
      order arising from unlawful transactions in securities, whether as issuer,
      underwriter, broker, dealer, or
      investment  advisor,  may be the  subject of
      any  pending investigation or a defendant in a pending lawsuit
      arising from or based upon allegations of unlawful transactions in
      securities; or





(3)
            will
      have been a defendant in a civil action which resulted in a final
      judgement against it or him awarding damages or rescission based upon
      unlawful practices or sales of
securities.





The
Company's officers and directors will make these determinations by asking
pertinent questions of the management of prospective combination
candidates.  Such persons will also ask pertinent questions of others
who may be involved in the combination proceedings.  However, the
officers and directors of the Company will not generally take other steps to
verify independently information obtained in this manner which is
favorable.  Unless something comes to their attention which puts them
on notice of a possible disqualification which is being concealed from them,
such persons will rely on information received from the management of the
prospective combination candidate and from others who may be involved in the
combination proceedings.





(3)
            Liquidity
      and Capital Resources





At
December 31, 2009 and 2008, respectively, the Company had working capital of
approximately $(215,000) and $(195,000).  The deficiency relates
principally to a note payable and the related accrued interest thereon payable
to the Company’s controlling shareholder.  The proceeds of this note
were used to satisfy a 2006 assessment by the Internal Revenue
Service.





It is the
belief of management and significant stockholders that they will provide
sufficient working capital necessary to support and preserve the integrity of
the corporate entity.   However, there is no legal obligation for
either management or significant stockholders to provide additional future
funding.  Further, the Company is at the mercy of future economic
trends and business operations for the Company’s majority stockholder to have
the resources available to support the Company.  Should this pledge
fail to provide financing, the Company has not identified any alternative
sources.  Consequently, there is substantial doubt about the Company's
ability to continue as a going concern.





The
Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional securities prior to the location
of a merger or acquisition candidate.  There can be no assurance that
the Company will identify any such business, product, technology or company
suitable for acquisition in the future.   It is anticipated that
the Company's need for working capital may change dramatically as a result of
any business acquisition or combination transaction.  Accordingly,
there can be no assurance that sufficient funds will be available to the Company
to allow it to cover the expenses related to such activities and there is no
assurance that the Company would be successful in consummating any acquisition
on favorable terms or that it will be able to profitably manage the business,
product, technology or company it acquires.


12


Regardless
of whether the Company’s cash assets prove to be inadequate to meet the
Company’s operational needs, the Company might seek to compensate providers of
services by issuances of stock in lieu of cash.





(4)
            Critical
      Accounting Policies





Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”).  GAAP requires the use of estimates; assumptions, judgments
and subjective interpretations of accounting principles that have an impact on
the assets, liabilities, revenue and expense amounts reported.  These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition.  We believe our use of estimates and underlying accounting
assumptions adhere to GAAP and are consistently and conservatively
applied.  We base our estimates on historical experience and on
various other assumptions that we believe to be reasonable under the
circumstances.  Actual results may differ materially from these
estimates under different assumptions or conditions. We continue to monitor
significant estimates made during the preparation of our financial
statements.





Our
significant accounting policies are summarized in Note D of our financial
statements.  While all these significant accounting policies impact
our financial condition and results of operations, we view certain of these
policies as critical. Policies determined to be critical are those policies that
have the most significant impact on our financial statements and require
management to use a greater degree of judgment and estimates.  Actual
results may differ from those estimates. Our management believes that given
current facts and circumstances, it is unlikely that applying any other
reasonable judgments or estimate methodologies would cause effect on our
consolidated results of operations, financial position or liquidity for the
periods presented in this report.








Item 3 - Quantitative and Qualitative Disclosures About Market
Risk





In future
periods, the Company may become subject to certain market risks, including
changes in interest rates and currency exchange rates.  At the present
time, the Company has no identified exposure and does not undertake any specific
actions to limit exposures, if any.








Item 4 - Controls and Procedures





(a)  Evaluation
of Disclosure Controls and Procedures





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (Exchange Act), as of December 31, 2009.  Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective in alerting
them on a timely basis to material information relating to our Company required
to be included in our reports filed or submitted under the Exchange
Act.





(b)  Changes
in Internal Controls





There
were no significant changes (including corrective actions with regard to
significant deficiencies or material weaknesses) in our internal controls over
financial reporting that occurred during the quarter ended December 31, 2009
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.








Part
II - Other Information








Item 1 - Legal Proceedings





None








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





None


13


Item 3 - Defaults on Senior Securities





None





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





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





Item 5 - Other Information





None





Item 6 - Exhibits




31.1 Certification pursuant to Section 302 of Sarbanes-Oxley
Act of 2002
  32.1 Certification pursuant to Section 906 of Sarbanes-Oxley
Act of 2002










Signatures





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








Alliance
      Health, Inc.Dated:
      February 4, 2010
            /s/
      Sarkis J. Kechejian, M. D.Sarkis
      J. Kechejian, M. D.President,
      Chief Executive Officer,Chief
      Financial Officer and Director


14