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

                                   Form 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
        For the quarterly period ended December 31, 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 - December 31, 2001 and
            September 30, 2001                               2

          Statements of Income - Three Months
            Ended December 31, 2001 and 2000                 3


          Statements of Cash Flows - Three Months Ended
            December 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
December 31, 2001,  and the related  statements of income and cash flows for the
three month period then ended. These financial statements are the responsibility
of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists  principally of analytical  procedures applied to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters.  It is  substantially  less in scope than an audit in  accordance  with
generally accepted auditing standards,  the objective of which is the expression
of an opinion regarding the financial statements taken as a whole.  Accordingly,
we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the balance sheet of Alliance Health, Inc. as of September 30, 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 21, 2001,  we
expressed an unqualified opinion on those financial statements.  In our opinion,
the information set forth in the accompanying  balance sheet as of September 30,
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
February 9, 2002



<PAGE>
                              ALLIANCE HEALTH, INC.

                         PART I - FINANCIAL INFORMATION
                                 BALANCE SHEETS

                                     ASSETS


<TABLE>
<CAPTION>

                                           Dec 31, 2001  Sep 30, 2001
                                            Unaudited       Audited
                                           ------------  ------------
<S>                                       <C>             <C>
Current assets:
 Cash                                     $ 1,315,039     $ 1,523,286
 Note receivable                               23,593          23,593
 Treasury bill                              1,000,000         500,000
 Other assets                                  52,026          59,513
 Income tax receivable                        174,759         230,050
                                            ---------       ---------
  Total current assets                      2,565,417       2,336,442

Property & equipment                        4,859,704       4,859,704
 Less accumulated depreciation             (2,235,494)     (2,092,960)
                                            ---------       ---------
                                            2,624,210       2,766,744
                                            ---------       ---------
         Total Assets                     $ 5,189,627     $ 5,103,186
                                            =========       =========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                        $       692     $     7,289
  Accrued liabilities                          21,038          16,978
  Current portion of long-term debt           189,703         190,937
                                            ---------       ---------
    Total current liabilities                 211,433         215,204
                                            ---------       ---------

Deferred gain on sale of discontinued          23,593          23,593
 operations
Deferred income taxes                          72,940          72,940
                                            ---------       ---------
         Total Liabilities                    307,966         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                        4,014,595       3,924,383
                                            ---------       ---------
 Total stockholders' equity                 4,881,661       4,791,449
                                            ---------       ---------

         Total Liabilities and Equity      $5,189,627      $5,103,186
                                            =========       =========
</TABLE>

See accompanying notes and accountant's report.

                                       -2-
<PAGE>


                              ALLIANCE HEALTH, INC.

                              STATEMENTS OF INCOME

                                    (AUDITED)

<TABLE>
<CAPTION>
                                                   Three Months Ended
                                              Dec 31,2001    Dec 31, 2000
                                              -----------    ------------
<S>                                           <C>            <C>
REVENUES:
 Advertising income from affiliate            $  426,500     $  580,000
 MRI income from affiliate                       197,500        294,300
 Interest                                          7,927         21,044
                                               ---------      ---------
                                                 631,927        895,344
                                               ---------      ---------


EXPENSES:
 Advertising                                  $  172,614        175,436
 Salaries & Employee Benefits                     67,460        171,553
 Depreciation                                    142,534        133,979
 General & Administration                        155,858        245,060
                                               ---------      ---------
                                                 538,466        726,028
                                               ---------      ---------

 Operating income                                 93,460        169,316

Other Income                                      52,042        139,936
                                               ---------      ---------

Income before discontinued operation             145,502        309,252

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

Income before taxes                              145,502        343,040

Taxes                                             55,291        117,516
                                               ---------      ---------

        Net income                            $   90,211     $  225,524
                                               =========      =========
 Net income per
   common share                               $     0.01     $     0.02
                                               =========      =========


Weighted average number
  of shares outstanding                       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>

                                                    Three Months Ended
                                               Dec 31,2001      Dec 31,2000
                                               -----------      -----------
<S>                                             <C>            <C>
Cash flows from operating
 activities:
  Net income                                    $   90,211     $  225,524

  Adjustments to reconcile net
   income to net cash provided by
   operating activities:
      Depreciation                                 142,534        133,979
      Gain from discontinued operations                  0        (54,496)
      Changes in assets and liabilities:
       Accounts receivable                               0          3,500
       Other assets                                  7,486          6,871
       Income taxes payable                         55,291        138,224
       Accounts payable                             (6,595)      (216,403)
       Accrued liabilities                           4,060         (2,950)
                                                 ---------      ---------
                                                   202,776          8,725
                                                 ---------      ---------
      Net cash provided by
       operating activities                     $  292,987     $  234,249
                                                 ---------      ---------

Cash flows from investing activities:
 Purchase of equipment                                   0        (43,685)
 Purchase of treasury bill                        (500,000)             0
                                                 ---------      ---------
      Net cash used by
       investing activities                       (500,000)       (43,685)
                                                 ---------      ---------


Cash flows from financing activities:
 Accounts receivable - affiliates                        0         (1,726)
 Proceeds from long-term debt                       (1,234)        (1,145)
                                                  --------       --------
    Net cash used by financing
      activities                                    (1,234)        (2,871)

Net increase (decrease) in cash                   (208,247)       187,693

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

Cash at end of period                           $1,315,039     $1,881,336
                                                 =========      =========
</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, 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 three month  period  ended  December 31, 2001 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.  Gain on the note has been  deferred  until
collection is assured.







                                       -5-

                              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  quarter  ended  December  31,  2001 and 2000,  the Company had net
income of $90,211 and $225,524,  respectively.  Advertising income decreased for
the three 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.

     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 quarter  ended  December 31,  2001,  there has been a 33% 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  quarter  ended  December  31,  2001,   included
advertising,  salaries and employee benefits, depreciation and other general and
administrative  costs in the amount of $538,466.  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.  We expect to continue to make reductions in
these expenses if revenues continue to decrease as expected.

     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 $2,315,039 at December 31, 2001,
an increase of $291,753 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: February 14, 2002             By:  Sarkis J. Kechejian, M.D.
                                          Sarkis J. Kechejian, M.D.
                                          President, Director and
                                          Treasurer













                                       -8-