<PAGE>
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

[X]   QUARTERLY   REPORT   PURSUANT   TO   SECTION   13  OR   15(d)  OF  THE
      SECURITIES   EXCHANGE ACT OF 1934
        For the quarterly period ended June 30, 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 June 30, 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 - June 30, 2002 and
            September 30, 2001                               2

          Statements of Income - Three Months
            and Nine Months Ended June 30, 2002 and 2001     3


          Statements of Cash Flows - Nine Months Ended
            June 30, 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 sheet of Alliance Health, Inc. as
of June 30,  2002,  and the related  statement of income for the three month and
nine month  periods  then ended and  statement of cash flows for the three month
and  nine  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 accounting principles generally accepted in the United States of
America.

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  12, 2001 we
expressed an unqualified opinion on those financial statements.  In our opinion,
the information set forth in the accompanying  balance sheet as of June 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
August 7, 2002






<PAGE>
                              ALLIANCE HEALTH, INC.

                         PART I - FINANCIAL INFORMATION
                                 BALANCE SHEETS

                                     ASSETS


<TABLE>
<CAPTION>
                                          Jun 30, 2002 Sep 30, 2001
                                            Unaudited    Audited
                                          ____________ ____________
<S>                                        <C>          <C>
Current assets:
 Cash                                      $1,068,291   $ 1,523,286
 Accounts receivable I/C                        6,215             0
 Treasury bill                              1,500,000       500,000
 Other assets                                  37,413        59,513
 Income tax receivable                        208,709       230,050

  Total current assets                      2,820,628     2,312,849

Property & equipment                        4,861,416     4,859,704
 Less accumulated depreciation             (2,510,992)   (2,092,960)
                                            _________     _________
                                            2,350,424     2,766,744
Other assets:
 Note receivable                                    0        23,593
                                            _________     _________
         Total Assets                      $5,171,052    $5,103,186

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                         $      500    $    7,289
  Accrued liabilities                          29,232        16,978
  Current portion of long-term debt           187,161       190,937
                                             ________     _________
    Total current liabilities                 216,893       215,204

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

         Total Liabilities                    289,833       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                        4,014,153     3,924,383
                                            _________     _________
 Total stockholders' equity                 4,881,219     4,791,449
                                            _________     _________
         Total Liabilities and Equity      $5,171,052    $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       Nine Months Ended
                         Jun 30, 2002  Jun 30, 2001 Jun 30, 2002 Jun 30, 2001
                         ------------  ------------ ------------ ------------
<S>                        <C>          <C>          <C>          <C>
REVENUES:
 Advertising income        $   31,709   $ 455,000    $ 755,544    $1,597,000
  from affiliate
 MRI income from              197,000     333,300      600,000       938,100
  Affiliate
 Interest                       7,624      16,689       28,463        58,269
                             ________     _______    _________     _________
                              236,333     804,989    1,384,007     2,593,369

EXPENSES
 Advertising                   21,500     190,522       457,692      638,784
 Salaries & Employee
  Benefits                     19,351      68,043       126,867      326,618
 Depreciation                 132,944     140,559       418,032      410,950
 General & Administrative     152,154     156,805       445,866      571,530
                            _________    ________     _________    _________
                              325,949     555,929     1,448,457    1,947,882

  Operating income (loss)     (89,616)    249,060       (64,450)     645,487

Other Income                   65,146      51,416       182,730      252,571
                            _________    ________     _________    _________

Income (loss) before          (24,470)    300,476       118,280      898,058
 discontinued operations

Gain on discontinued                0           0        23,593       33,788
 operations, net of tax     _________     _______     _________   __________

Income (loss) before taxes    (24,470)    300,476       141,873      931,846

Income Taxes (benefit)         (2,141)    159,086        52,104      386,167
                            _________    ________     _________     ________

        Net income (loss)   $ (22,329) $  141,390     $  89,769   $  545,679

 Net income per
   common share            $        0  $     0.01     $    0.01    $    0.04

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
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                              Nine Months Ended
                                       Jun 30, 2002     Jun 30, 2001
                                       ------------     ------------
<S>                                      <C>               <C>
Cash flows from operating
 activities:
  Net income                             $  89,769         $ 545,679
  Adjustments to reconcile net
   income to net cash provided by
   operating activities:
      Depreciation                         418,032           410,950
      Gain from discontinued                     0           (54,496)
          operations
      Changes in assets and
          Liabilities:
           Accounts receivable                   0             6,000
           Other assets                     22,100           (36,865)
           Income taxes                     21,341          (183,694)
           Accounts payable                  5,466          (219,175)
                                         _________         _________
                                           466,939           (77,280)
                                         _________         _________
      Net cash provided by
       operating activities                556,708           468,399
                                         _________           _______

Cash flow from investing activities:
 Purchase of equipment                      (1,712)          (19,359)
 Purchase of treasury bill              (1,000,000)                0
                                         _________          ________
Net cash used by investing              (1,001,712)          (19,359)
 activities

Cash flows from financing activities:
 Accounts receivable-affiliates            (6,215)                 0
 Proceeds from long-term debt              (3,776)            (3,495)
   Net cash used in financing              (9,991)            (3,495)
     activities

Net increase (decrease) in cash          (454,995)           445,545

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

Cash at end of period                  $1,068,291         $2,139,188
</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 accounting principles generally accepted in the United States of
America for interim  financial  information  and with the  instructions  to Form
10-QSB of  Regulation  S-B.  They do not include all  information  and footnotes
required by  accounting  principles  generally  accepted in the United States of
America for complete financial statements.  However, except as disclosed herein,
there has been no material change in the  information  disclosed in the notes to
the financial  statements for the year ended  September 30, 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  nine  month  period  ended  June  30,  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 nine months ended June 30, 2002 and 2001,  the Company had revenues
of $1,384,007 and $2,593,369, respectively. Advertising income decreased for the
nine 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
7.5% commission.

     There are three  MRI's (one unit is mobile)  and a CT Scanner are leased to
Metroplex Specialties, P.A. Revenue is generated on a per scan basis. During the
nine months ended June 30,  2002,  there was a 36% decrease in income from these
leases due to a decrease in the number of scans performed and the fee per scan.

     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  through  August 31,  2002.  The third  party has an option to
purchase this facility.  Notice has been received from the third party that they
do not intend to exercise their option to purchase. The nonrecourse note carried
on this facility has a balloon payment of $187,495 due on September 1, 2002. The
Board has decided not to make the balloon  payment of $187,495  and the property
will be deeded back to the  Noteholder  on August 31, 2002, if a buyer cannot be
found prior to that date.

     The  expenses  during  the  nine  months  ended  June  30,  2002,  included
advertising,  salaries and employee benefits, depreciation and other general and
administrative costs in the amount of $1,448,457. 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  employees,
employee benefits 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.

     The Company has not had a Management  Service  Agreement since December 31,
2000  and the  Board  has not  pursued  that  avenue  of  business.  It has been
determined  the best  interest  of the  Company is served by the sale of certain
assets.  S. J. Kechejian,  M.D., P.A. is interested in purchasing  these certain
assets and negotiations  are pending.  The Board has obtained a fairness opinion
on the sale of 3 MRI's, 1 CT Scanner and four facilities including the leasehold
improvements, equipment, furniture and fixtures therein.

Liquidity and Capital Resources

     The Company had cash and Treasury  Bills of $2,568,291 at June 30, 2002, an
increase of $545,005 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: August 14, 2002               By:  Sarkis J. Kechejian, M.D.
                                          Sarkis J. Kechejian, M.D.
                                          President, Director and
                                          Treasurer
















                                       -8-


<PAGE>
                                  EXHIBIT 99.1




Exhibit 99.1 -  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 Report of Alliance Health, Inc. (the "Company")
on Form 10-QSB for the period  ended June 30, 2002 as files with the  Securities
and  Exchange  Commission  on the date  hereof  (the  "Report"),  I,  Sarkis  J.
Kechejian,  M.D., Chief Executive  Officer and Sharilyn J. Bruntz Wilson,  Chief
Financial Officer of the Company,  certify,  pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial condition and result of operation of
          the Company.






DATED: August 14, 2002               By:  /s/ Sarkis J. Kechejian, M.D.
                                          Sarkis J. Kechejian, M.D.
                                          Chief Executive Officer




DATED: August 14, 2002               By:  /s/ Sharilyn J. Bruntz Wilson
                                          Sharilyn J. Bruntz Wilson
                                          Chief Financial Officer