<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 March 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 March 31, 2002, 14,360,000 shares
of common stock, $0.01 par value, were outstanding.

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














<PAGE>
                              ALLIANCE HEALTH, INC.

                                      INDEX

                                                        PAGE NUMBER

PART I    FINANCIAL INFORMATION

    Report of Independent Public Accountants                 1

          Balance Sheets - March 31, 2002 and
            September 30, 2001                               2

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


          Statements of Cash Flows - Six Months Ended
            March 31, 2002 and 2001                          4

          Notes to Financial Statements                      5

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



PART II   OTHER INFORMATION

          Item 6.  Exhibits and Reports on Form 8-K          7


SIGNATURES                                                   8





















<PAGE>





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS





Board of Directors
Alliance Health, Inc.




     We have reviewed the accompanying  balance sheets of Alliance Health,  Inc.
as of March 31, 2002,  and the related  statements of income for the three month
and six month periods then ended and statement of cash flows for the three month
and  six  month  periods  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, 2001,
and the related statements of income and cash flows for the year then ended (not
presented  separately  herein),  and in our report  dated  November  10, 2001 we
expressed an unqualified opinion on those financial statements.  In our opinion,
the information set forth in the accompanying balance sheet as of March 31, 2002
is fairly  stated,  in all material  respects,  in relation to the balance sheet
from which it has been derived.



                                               Jackson & Rhodes P.C.


Dallas, Texas
April 30, 2002















<PAGE>

                              ALLIANCE HEALTH, INC.

                         PART I - FINANCIAL INFORMATION
                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                           Mar 31, 2002 Sep 30, 2001
                                             Unaudited     Audited
                                           ____________ ____________
<S>                                        <C>          <C>
Current assets:
 Cash                                      $1,376,169   $ 1,523,286
 Accounts receivable I/C                       98,861        23,593
 Treasury bill                              1,000,000       500,000
 Other assets                                  55,246        59,513
 Income tax receivable                        175,805       230,050
                                            ---------    ----------

  Total current assets                      2,706,081     2,336,442

Property & equipment                        4,861,416     4,859,704
 Less accumulated depreciation             (2,378,048)   (2,092,960)
                                            ---------     ---------
                                            2,483,368     2,766,744
                                            ---------     ---------
         Total Assets                      $5,189,449    $5,103,186
                                            =========     =========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                         $    1,121    $    7,289
  Accrued liabilities                          23,396        16,978
  Current portion of long-term debt           188,444       190,937
                                             --------     ---------
    Total current liabilities                 212,961       215,204
                                             --------     ---------

Deferred gain on sale of discontinued               0        23,593
  Operations
Deferred income taxes                          72,940        72,940
                                             --------     ---------

         Total Liabilities                    285,901       311,737
                                             --------     ---------

Stockholders' equity:
   Preferred stock, $.01 par, 100,000
    shares authorized, none issued
   Common stock, $0.01 par, 20,000,000
    shares authorized, 14,360,000 shares
    issued and outstanding                    143,600       143,600
   Additional paid-in capital                 723,466       723,466
   Retained earnings                        4,036,482     3,924,383
                                            ---------     ---------
 Total stockholders' equity                 4,903,548     4,791,449
                                            ---------     ---------
         Total Liabilities and Equity      $5,189,449    $5,103,186
                                            =========     =========

</TABLE>

The accompanying notes are an integral part of these financial statements

                                       -2-

<PAGE>

                              ALLIANCE HEALTH, INC.


                              STATEMENTS OF INCOME

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                              Three Months Ended       Six Months Ended
                         Mar 31, 2002 Mar 31, 2001 Mar 31, 2002 Mar 31, 2001
                         ------------ ------------ ------------ ------------
<S>                         <C>         <C>           <C>         <C>
REVENUES:
 Advertising income         $ 297,334   $ 562,000     $ 723,834   $1,142,000
  from affiliate
 MRI income from              205,500     310,500       403,000      604,800
  Affiliate
 Interest                      12,912      20,536        20,839       41,580
                             --------     -------     ---------    ---------
                              515,746     893,036     1,147,673    1,788,380

EXPENSES:
 Advertising                  263,578     272,826       436,192      448,262
 Salaries & Employee
  Benefits                     40,055      87,022       107,516      258,575
 Depreciation                 142,554     136,412       285,088      270,391
 General & Administrative     137,854     169,665       293,712      414,725
                            ---------    --------     ---------    ---------
                              584,041     665,925     1,122,508    1,391,953
                            ---------    --------     ---------    ---------

  Operating income (loss)     (68,295)    227,111        25,165      396,427

Other Income                   65,542      61,219       117,584      201,155
                            ---------    --------     ---------    ---------

Income(loss) before
 discontinued operations       (2,753)    288,330       142,749      597,582

Gain on discontinued
 operations, net of tax        23,593           0        23,593       33,788
                            ---------    --------     ---------    ---------

Income before taxes            20,840     288,330       166,342      631,370

Taxes                          (1,046)    109,565        54,244      227,081
                            ---------    --------     ---------     --------

        Net income          $  21,886    $178,765     $ 112,098   $  404,289
                             ========     =======      ========    =========

 Net income per
   common share            $     0.00    $   0.01     $    0.01    $    0.03
                            =========     =======      ========     ========

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

</TABLE>

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


                                       -3-

<PAGE>

                              ALLIANCE HEALTH, INC.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                              Six Months Ended
                                       Mar 31, 2002     Mar 31, 2001
                                       ------------     ------------
<S>                                      <C>               <C>
Cash flows from operating activities:
  Net income                             $ 112,098         $ 404,289
  Adjustments to reconcile net
   income to net cash provided by
   operating activities:
      Depreciation                         285,088           270,391
      Gain from discontinued                     0           (54,496)
          operations
      Changes in assets and
          liabilities
           Accounts receivable               1,121             6,000
           Other assets                      4,266           (12,846)
           Income taxes payable             54,245           247,790
           Accounts payable                   (869)         (141,795)
                                         ---------         ---------
                                           343,851           315,044
                                         ---------         ---------

      Net cash provided by
       operating activities                455,949           719,333
                                         ---------           -------

Cash flow from investing activities:
 Purchase of equipment                      (1,712)          (19,259)
 Purchase of treasury bill                (500,000)               0
                                          --------          --------
Net cash used by investing                (501,712)          (19,259)
 activities

Cash flows from financing activities:
 Accounts receivable-affiliates            (98,861)               433
 Proceeds from long-term debt               (2,493)            (2,308)
                                           -------            -------
   Net cash used in financing             (101,354)            (1,875)
     activities

Net increase (decrease) in cash           (147,117)           698,199

Cash at beginning of period              1,523,286          1,693,643
                                         ---------          ---------

Cash at end of period                   $1,376,169         $2,391,842
                                         =========          =========

</TABLE>

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




                                       -4-

<PAGE>

                              ALLIANCE HEALTH, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1.    Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-QSB of Regulation S-B. They do
not  include all  information  and  footnotes  required  by  generally  accepted
accounting  principles for complete  financial  statements.  However,  except as
disclosed herein, there has been no material change in the information disclosed
in the notes to the financial  statements for the year ended  September 30, 2001
included in the Company's Annual Report on Form 10-KSB filed with the Securities
and Exchange  Commission.  The interim unaudited financial  statements should be
read in conjunction with those financial statements included in the Form 10-KSB.
In the opinion of management,  all adjustments  considered  necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating  results  for the six  month  period  ended  March  31,  2002  are not
necessarily  indicative  of the results that may be expected for the year ending
September 30, 2002.

     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 our 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.






                                       -5-



<PAGE>


                              ALLIANCE HEALTH, INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                        OF INTERIM FINANCIAL INFORMATION

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

Results of Operation and Financial Condition

     For the six months ended March 31, 2002 and 2001,  the Company had revenues
of $1,147,673 and $1,788,380, respectively. Advertising income decreased for the
six month period.  S. J. Kechejian,  M.D., P.A. notified the Company that it has
consolidated  and/or closed several  locations.  S. J.  Kechejian,  M.D.,  P.A.,
Metroplex Specialties, P.A. and Metro Pharmacy, Inc. have also notified Alliance
Health,  Inc. that they are canceling  ongoing fee  arrangements  for marketing.
They will continue to contract with  Alliance  Health,  Inc. for media buying at
cost plus 7-1/2%.

     The three MRI's (one unit is mobile) and the CT Scanner are being leased to
Metroplex Specialties, P.A. The revenue generated is on a per scan basis. During
the six months ended March 31, 2002,  there has been a 20.7%  decrease in income
from these leases due to a decrease in the number of scans performed.

     The  Company is leasing  four of the  facilities  it owns to an  affiliated
company, S. J. Kechejian, M.D., P.A. A fifth facility in Dallas, Texas is leased
to a third party with an option to purchase by June, 2002.

     The  expenses  during  the  six  months  ended  March  31,  2002,  included
advertising,  salaries and employee benefits, depreciation and other general and
administrative costs in the amount of $1,122,508. This is a decrease in expenses
over the same period last year,  due  primarily to  decreases in  administrative
fees and  salaries.  As revenues have  declined,  we have reduced our salary and
employee benefit and G&A expenses.

     A Management  Service Agreement with Aldine Medical  Associates  ("Aldine")
was canceled by Aldine effective  December 31, 2000.  Aldine had paid management
service  fees on a per patient  visit and fees varied  depending on the services
given.

Liquidity and Capital Resources

     The Company had cash and Treasury Bills of $2,376,169 at March 31, 2002, an
increase of $352,883 from cash on hand at September 30, 2001.  This increase was
attributable to the Company's  decision not to make any major capital purchases.
Management  believes that the Company has sufficient  capital  resources for the
foreseeable future.

                                       -6-






<PAGE>




                              ALLIANCE HEALTH, INC.

                           PART II - OTHER INFORMATION


         None.















                                       -7-


<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: April 30, 2002                By:  Sarkis J. Kechejian, M.D.
                                          Sarkis J. Kechejian, M.D.
                                          President, Director and
                                          Treasurer
































                                       -8-