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, 2001

[ ]  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,  2000,
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, 2001 and
            September 30, 2000                                          2

          Statements of Income - Three Months & Six Months
            Ended March 31, 2001 and 2000                               3


          Statements of Cash Flows - Six Months Ended
            March 31, 2001 and 2000                                     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, 2001, and the related statements of income for the three and six
month  periods  then ended and  statement of cash flows for the six 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, 2000,
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, 2000,  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, 2001
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
May 2, 2001



<PAGE>


                              ALLIANCE HEALTH, INC.

                         PART I - FINANCIAL INFORMATION
                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>


                                           Mar 31, 2001 Sep 30, 2000
                                            Unaudited      Audited
                                           ------------ ------------

<S>                                        <C>          <C>
Current assets:
 Cash                                      $2,391,842   $ 1,693,643
 Accounts receivable                                0         6,000
 Note receivable                               27,593             0
 Other assets                                  62,496        49,650
 Deferred tax assets                           24,457        24,457
                                            ---------     ---------
  Total current assets                      2,506,388     1,773,750
                                            ---------     ---------

Property & equipment                        4,624,213     4,604,954
 Less accumulated depreciation             (1,811,356)   (1,540,965)
                                            ---------     ---------
                                            2,812,857     3,063,989
                                            ---------     ---------
         Total Assets                      $5,319,245    $4,837,739
                                            =========     =========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable-affiliate                $  83,284   $   225,276
  Accrued liabilities                          20,033        19,405
  Current portion of long-term debt             4,892         4,706
  Income taxes payable                        378,645       130,856
  Deferred gain on sale of operation           27,593        54,496
                                             --------     ---------
    Total current liabilities                 514,447       434,739

Long term debt, less current maturities       188,444       190,937

         Total Liabilities                    702,891       625,676
                                             --------    ----------

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                        3,749,288     3,344,997
                                            ---------     ---------
 Total stockholders' equity                 4,616,354     4,212,063
                                           ---------      ---------

         Total Liabilities and Equity      $5,319,245    $4,837,739
                                            =========     =========
</TABLE>

See accompanying notes and accountant's report.

                                       -2-





<PAGE>





                              ALLIANCE HEALTH, INC.

                              STATEMENTS OF INCOME

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                           Three Months Ended        Six Months Ended
                        Mar 31,2001  Mar 31,2000  Mar 31,2001 Mar 31,2000
<S>                       <C>       <C>           <C>          <C>
REVENUES
 Advertising income       $562,000  $  565,000    $1,142,000   $1,097,500
  from affiliate
 MRI income from           310,500     417,900       604,800      794,400
  affiliate
 Interest                   20,536      18,766        41,580       33,317
                           -------   ---------     ---------    ---------
                           893,036   1,001,666     1,788,380    1,925,217

EXPENSES:
 Advertising               272,826     266,032       448,262      439,596
 Salaries & Employee
  Benefits                  87,022     106,183       258,575      245,865
 Depreciation              136,412     127,524       270,391      255,048
 General & Administrative  169,665     179,301       414,725      381,613
                          --------    --------     ---------    ---------
                           665,925     679,040     1,391,953    1,322,122
                          --------    --------     ---------    ---------

  Operating income         227,111     322,626       396,427      603,095

Other Income                61,219     109,289       201,155      186,956
                          --------     -------       -------      -------

Income before              288,330     431,915       597,582      790,051
 discontinued operation

Gain on discontinued             0           0        33,788            0
                          -------      -------       -------      -------
 operation, net of tax

Income before taxes        288,330     431,915       631,370      790,051

Taxes                      109,565     164,127       227,081      300,219
                          --------     -------      --------      -------

        Net income       $ 178,765    $267,788     $ 404,289    $ 489,832
                          ========     =======      ========     ========

 Net income per
   common share         $     0.01    $   0.02     $    0.03    $    0.03
                         =========     =======      ========     ========

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

</TABLE>

See accompanying notes and accountant's report.

                                       -3-




<PAGE>


                              ALLIANCE HEALTH, INC.

                             STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>
                                             Six Months Ended
                                      Mar 31, 2001     Mar 31, 2000
<S>                                    <C>               <C>
Cash flows from operating activities:
  Net income                           $  404,289        $  489,832

  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
      Depreciation                        270,391           255,048
      Gain on discontinued operations     (54,496)                0
      Changes in assets and liabilities:
       Accounts receivable                  6,000           135,241
       Other assets                       (12,846)           41,691
       Federal income taxes payable       247,790           259,642
       Accounts payable                  (141,795)          (62,238)
                                       ----------         ---------
                                          315,044         1,119,216
                                       ----------         ---------
      Net cash provided by
       operating activities            $  719,333        $1,119,216
                                       ----------        ----------

Cash flow from investing activities:
 Purchase of equipment                    (19,259)                0
                                       ----------        ----------
Cash flows from financing activities:
 Accounts receivable - affiliates             433                 0
 Proceeds from long-term debt              (2,308)                0
                                       ----------        ----------
    Net cash used by financing
      activities                           (1,875)                0
                                       ----------        ----------

Net (increase) in cash                    698,199         1,119,216

Cash at beginning of period             1,693,643           592,548
                                       ----------        ----------

Cash at end of period                  $2,391,842        $1,711,764
                                       ==========        ==========
</TABLE>


See accompanying notes and accountant's report.




                                       -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, 2000
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,  2001  are not
necessarily  indicative  of the results that may be expected for the year ending
September 30, 2001.

     All of the  Company's  income was for leases or services  rendered to S. J.
Kechejian,  M.D., P.A., Metroplex  Specialties,  P.A., Metro Pharmacy,  Inc. and
Aldine  Medical  Associates,  companies  owned by the major  stockholder.  S. J.
Kechejian, M.D., P.A. and Aldine Medical Associates merged on December 31, 2000.


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. for  1,200,000  shares of the Company's  stock.  The  acquisition  has been
accounted for in a manner similar to the pooling-of-interests  method due to Dr.
Kechejian's control of the respective companies.

Note 3.  Stock Split

     The Company announced a 4-1 split of its common shares,  effective December
24,  1999.  All  share  and per  share  amounts  in the  accompanying  financial
statements have been retroactively adjusted to reflect the effects of the split.

Note 4.  Discontinued Operation

     During the year ended  September 30, 2000,  the Company  agreed to sell its
newly formed  chiropractic  subsidiary.  During the quarter  ended  December 31,
2000, the Company sold the subsidiary for a note receivable of $27,593.  Gain on
the note has been deferred until collection is assured. The transaction resulted
in a pre-tax gain of $54,496 as a result of the sale of net liabilities.


                                       -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,  2001 and 2000,  the Company had total
revenue  of  $1,788,380  and  $1,925,217  respectively  which  constitutes  a 7%
decrease for the six month  period.  Advertising,  marketing and leasing are the
Company's  source of income.  The Company has an ongoing  arrangement  for these
services with S. J.  Kechejian,  M.D.,  P.A.,  Metroplex  Specialties  and Metro
Pharmacy. Advertising income will continue to decrease as S. J. Kechejian, M.D.,
P.A. has notified the Company it will be  consolidating  and/or closing  several
locations which would affect advertising income.

     The three MRI's (one unit is mobil) and the CT Scanner are being  leased to
Metroplex Specialties, P.A. The revenue generated is on a per scan basis. During
the quarter  ended March 31, 2001,  there has been a 26% decrease in income from
these leases due to a decrease in the number of scans performed.

     The Company is leasing  three of the  facilities  it owns to an  affiliated
company, S. J. Kechejian,  M.D., P.A. The facility in Dallas, Texas owned by the
Company is leased to a third party and the  facility  in  Sherman,  Texas is not
leased at this time.

     The  expenses  during  the  six  months  ended  March  31,  2001,  included
advertising,  salaries and employee benefits, depreciation and other general and
administrative  costs in the  amount of  $1,391,953.  This is a 5%  increase  in
expenses  over  the same  period  last  year,  due  primarily  to  increases  in
advertising cost and equipment maintenance.

     A Management  Service Agreement with Aldine Medical  Associates  ("Aldine")
had been in effect  since July,  1998.  The  Agreement  was  cancelled 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 of  $2,391,842  at March 31,  2001,  an  increase of
$698,199 from cash on hand at September 30, 2000. 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:  May 11, 2001                 By:  /s/Sarkis J. Kechejian, M.D.
                                          Sarkis J. Kechejian, M.D.
                                          President, Director and
                                          Treasurer









































                                       -8-