<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, 2003

[ ]  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,  2003,  1,534,066
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

    Accountants' Review Report                                 1

          Balance Sheets - December 31, 2003 (unaudited)
            And September 30, 2003 (audited)                   2

          Statements of Operations (unaudited) - Three
            Months Ended December 31, 2003 and 2002            3

          Statements of Cash Flows (unaudited) - Three
            Months Ended December 31, 2003 and 2002            4

          Notes to Financial Statements (unaudited)           5-6

          Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations                                        7-8




PART II   OTHER INFORMATION                                    9


SIGNATURES                                                    10



<page>


                           ACCOUNTANTS' REVIEW REPORT





Board of Directors
Alliance Health, Inc.




We have reviewed the accompanying  balance sheet of Alliance Health,  Inc. as of
December 31, 2003,  and the related  statements of operations 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  in the United States of America.  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 auditing  standards  generally  accepted in the United
States of  America,  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.




                                                Whitley Penn


Dallas, Texas
February 13, 2004


<page>


                              ALLIANCE HEALTH, INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                 December 31,  September 30,
                                                    2003            2003
                                                 (Unaudited)     (Audited)
<S>                                             <C>             <C>
Assets
Current assets:
  Cash and cash equivalents                     $   721,811     $  243,139
  Treasury bills                                          -        500,000
                                                  ---------      ---------

Total assets                                    $   721,811     $  743,139
                                                  =========      =========


Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable                              $         -     $      307
  Accrued liabilities                                 3,000          7,000
  Income taxes payable                              158,332        164,800
                                                  ---------      ---------
Total current liabilities                           161,332        172,107


Commitments and contingencies                             -              -

Stockholders' equity:
   Common stock, $.01 par, 20,000,000
     shares authorized, 14,360,000
     shares issued, 1,534,066 shares
     outstanding                                    143,600        143,600
   Paid-in capital                                  723,466        723,466
   Retained earnings                              3,925,971      3,936,524
                                                  ---------      ---------
                                                  4,793,037      4,803,590

   Less 12,825,934 shares of stock
     held in treasury, at cost                    4,232,558      4,232,558
                                                  ---------      ---------

Total stockholders' equity                          560,479        571,032
                                                  ---------      ---------

Total liabilities and stockholders' equity       $  721,811     $  743,139
                                                  =========      =========

</TABLE>


                 See accompanying notes to financial statements.

                                       -2-

<page>

                              ALLIANCE HEALTH, INC.

                            STATEMENTS OF OPERATIONS

                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                             December 31,
                                                         2003           2002
                                                     ----------      ---------
                                                                  (As Restated)
<S>                                                 <C>              <C>
Continuing Operations:
 Revenues                                           $         -     $        -

 General and administrative expenses                     17,021              -

Other income:
   Interest income                                            -          3,525

Income tax expense (benefit)                             (6,468)         1,339
                                                     ----------       --------

Income (loss) from continuing operations                (10,553)         2,186

Discontinued Operations:
  Income from discontinued
    operations, net of $0 and $14,089
    in income taxes, respectively                            -          38,016
  Gain on sale, net of $0 and $84,439
    in income taxes, respectively                            -         227,740
                                                     ----------       --------

Net income (loss)                                   $   (10,553)    $  267,942
                                                     ==========       ========

Basic and diluted earnings per share:

  Continuing operations .......................     $     (0.01)    $     0.00

  Discontinued operations .....................            0.00           0.04
                                                     ----------       --------

  Net income (loss) ...........................     $     (0.01)    $     0.04
                                                     ==========       ========

Weighted average number
  of common shares outstanding ................       1,534,066      6,833,861
                                                     ==========      =========

</TABLE>


                 See accompanying notes to financial statements.

                                       -3-



<page>

                              ALLIANCE HEALTH, INC.

                             STATEMENTS OF CASH FLOWS

                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                             December 31
                                                        2003            2002
                                                     ----------     ----------
                                                                  (As Restated)
<S>                                                 <C>             <C>
Continuing operations:
Operating activities:
 Income (loss) from continuing operations:          $   (10,553)   $     2,186
    Adjustments to reconcile net
    income (loss) to net cash provided
    by operating activities:
      Deferred income taxes                                   -          8,612
      Changes in assets and liabilities:
       Income taxes receivable/payable                   (6,468)        66,021
       Accounts payable                                    (307)        23,687
       Accrued liabilities                               (4,000)       (54,920)
       Income taxes payable                                   -        134,766
                                                    -----------    -----------

Net cash provided by (used in) operating
 activities                                             (21,328)       180,352

Investing Activities:
  Proceeds from sales and maturities of
    treasury bills                                      500,000      1,500,000
                                                    -----------     ----------
  Net cash provided by investing activities             500,000      1,500,000

Financing Activities:
 Purchases of treasury stock                                  -     (1,635,439)

Discontinued operations:
  Operating activities                                        -      2,017,591
  Investing activities                                        -        110,000
  Financing activities                                        -     (2,090,000)
                                                    -----------    -----------
Net cash provided by discontinued operations                  -         37,591
                                                    -----------    -----------

Net increase in cash and cash equivalents               478,672         82,504
Cash and cash equivalents at
  beginning of period                                   243,139        715,130
                                                    -----------    -----------
Cash and cash equivalents at end of period          $   721,811    $   797,634
                                                    ===========    ===========

                 See accompanying notes to financial statements.

</TABLE>

                                       -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 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, 2003, 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, 2003 are not  necessarily  indicative  of the
results that may be expected for the year ending September 30, 2004.


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")  The  Company
previously  offered  advertising  and management  services to medical clinics of
affiliated  companies,  but the Company is now a public shell as discussed below
under discontinued  operations.  The Company's  corporate offices are located in
Irving, Texas.

Note 3.  Discontinued Operation

During the year ended  September 30, 1999,  the Company formed  Chiro-Med,  Inc.
("Chiro-Med"),   a  wholly-owned  subsidiary.   Chiro-Med  offered  chiropractic
services.  Effective  February 29, 2000,  the Company  discontinued  Chiro-Med's
operations.  The Company  sold  Chiro-Med  to one of its  employees  for $27,593
during the year ended  September 30, 2001 through the issuance of a note at 6.3%
interest  maturing  on December 1, 2002.  The gain  connected  with the sale was
deferred and  recognized  as the Company  received  full  collection on the note
receivable during the year ended September 30, 2002.

Note 4.  Subsequent Event

The Board of Directors,  at a meeting held January 16, 2004,  unanimously  voted
that the Company will pay a special cash dividend of $0.36 per share,  totalling
approximately  $550,000 to all  shareholders  of record on February 5, 2004. The
cash dividend is expected to be distributed to shareholders the week of February
9, 2004.




                                      -5-

<page>

S.J. Kechejian,  M.D., P.A.  ("Principal  Stockholder")  cancelled the agreement
with the Company for advertising and management  services  effective  August 31,
2002.  The Company had no specific  business plans at the time the agreement was
cancelled and the Board of Directors elected to discontinue  operations and sell
the Company's assets to its Principal  Stockholder in consideration for $110,000
in cash and 6,333,333  shares of the Company's  common stock.  In December 2002,
the Company also purchased  4,955,875  additional shares of the Company's common
stock from the Company's Principal  Stockholder and the Principal  Stockholder's
related trusts and foundations for an aggregate consideration of $1,635,439.  In
March 2003, the Company purchased 1,536,726 shares of the Company's common stock
from miscellaneous  stockholders for an aggregate consideration of $507,119. All
of these respective shares are held in treasury stock.












                                      -6-


<page>

                              ALLIANCE HEALTH, INC.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM FINANCIAL INFORMATION

FORWARD LOOKING STATEMENT AND INFORMATION

     The Company is including  the following  cautionary  statement in this Form
10-QSB to make applicable and take advantage of the safe harbor provision of the
Private  Securities  Litigation  Reform  Act of  1995  for  any  forward-looking
statements  made by, or on behalf of, the  Company.  Forward-looking  statements
include  statements  concerning plans,  objectives,  goals,  strategies,  future
events or performance and underlying assumptions and other statements, which are
other than  statements  of  historical  facts.  Certain  statements in this Form
10-QSB are  forward-looking  statements.  Words such as  "expects,"  "believes,"
"anticipates,"  "may," and "estimates"  and similar  expressions are intended to
identify  forward-looking  statements.  Such statements are subject to risks and
uncertainties  that could cause actual results to differ  materially  from those
projected.  Such risks and  uncertainties  are set forth  below.  The  Company's
expectations,  beliefs  and  projections  are  expressed  in good  faith and are
believed  by  the  Company  to  have  a  reasonable  basis,   including  without
limitation,  management's  examination  of  historical  operating  trends,  data
contained in the Company's  records and other data available from third parties,
but  there  can  be no  assurance  that  management's  expectation,  beliefs  or
projections will result,  be achieved,  or be  accomplished.  The Company has no
obligation to update or revise these  forward-looking  statements to reflect the
occurrence of future events or circumstances.

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

Results of Operations and Financial Condition

     The financial  statements for the three months ended December 31, 2002 have
been re-classified to reflect discontinued operations net of applicable taxes.

     S.  J.  Kechejian,  M.D.,  P.A.,  Metroplex  Specialties,  P.A.  and  Metro
Pharmacy,  Inc.  notified  Alliance  Health,  Inc. of their  cancellation of the
ongoing fee arrangements for marketing effective August 31, 2002.





                                       -7-




<page>


     Revenue for the three  months  ended  December 31, 2003 was $0 and 2002 was
$199,965  consisting of $169,965 from MRI/scans and $30,000 in rent. Revenue has
been  restated for the quarter ended  December 31, 2002 to reflect  discontinued
operations.  Expenses  for the three  months  ended  December  31, 2003 and 2002
included salaries and employee  benefits,  and other general and  administrative
costs in the amount of $17,021 and $147,860,  respectively.  These expenses were
previously categorized as discontinued operations prior to April 1, 2003, but as
the Company will now continue as a shell company, these ongoing expenses will be
classified as continuing operations.

     On October 28, 2002 the Board of  Directors  determined  it was in the best
interest of the Company to accept an offer from Dr.  Kechejian  to purchase  the
operating property and equipment of the Company in consideration of the transfer
back to the Company of 6,333,333 shares of Alliance common stock and $110,000 in
cash.  The sale of the assets to Dr.  Kechejian was  consummated on November 29,
2002. Simultaneous therewith,  Dr. Kechejian and entities that he controls, sold
back to the Company all of their remaining  shares of common stock, an aggregate
of  4,955,875  shares,  for a total cash  consideration  of  $1,635,439,  or the
audited book value per share as of September 30, 2002 of $0.33.

     On March 15, 2003 the Company concluded its tender offer to purchase shares
for $0.33 per share  from its  stockholders.  The  Company  purchased  1,536,726
shares  for  $507,119.   The  Company  has  1,534,066  shares  of  common  stock
outstanding after completion of the Offer.

     The Board of  Directors,  at a meeting held  January 16, 2004,  unanimously
voted that the  Company  will pay a special  cash  dividend  of $0.36 per share,
totalling  approximately  $550,000, to all shareholders of record on February 5,
2004. The cash dividend is expected to be distributed to  shareholders  the week
of February 9, 2004.

     The Company is continuing to search for a suitable merger candidate.

Liquidity and Capital Resources

     The Company had cash of $721,811 at December 31, 2003.

Item 3.  Controls and Procedures

     (a)  Evaluation of disclosure controls and procedures.

          The  President/Treasurer/Director  of the  Company  has  conducted  an
          evaluation of the effectiveness of the Company's  disclosure  controls
          and procedures  pursuant to Rule 13a-14 under the Securities  Exchange
          Act of 1934 as of the last day of the period  covered by this  report.
          Based upon that evaluation, the President/Treasurer/Director concluded
          that, as of the Evaluation Date, the Company's disclosure controls and
          procedures  were  effective in ensuring that all material  information
          relating to the Company  required to be filed in this quarterly report
          has been made known to him in a timely manner.

     (b) Changes in internal controls.

          There have been no significant  changes made in the Company's internal
          controls or in other factors that could significantly  affect internal
          controls subsequent to the Evaluation Date.

                                       -8-


<page>


                              ALLIANCE HEALTH, INC.

                           PART II - OTHER INFORMATION


Items 1, 2, 3, 4 and 5 - Not applicable.

Item 6.   Exhibits and Reports on Form 8-K

     (a) Exhibits

         31.1  Certificate  of  Principal  Executive  Officer  required  by Rule
               13a-14(a)  or Rule  15d-14(a) of the  Securities  Exchange Act of
               1934,  as adopted  pursuant to Section 302 of the  Sarbanes-Oxley
               Act of 2002  (filed  herewith).
         31.2  Certificate  of  Principal  Financial  Officer  required  by Rule
               13a-14(a)  or Rule  15d-14(a) of the  Securities  Exchange Act of
               1934,  as adopted  pursuant to Section 302 of the  Sarbanes-Oxley
               Act of 2002 (filed herewith).
         32.1  Certificate  of Chief  Executive  Officer  pursuant  to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002 (filed herewith).
         32.2  Certificate of Chief  Financial  Officer  pursuant to 18 U. S. C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002 (filed herewith).

     (b) Report on Form 8-K filed February 17, 2004.





                                       -9-

<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 13, 2004            By:  /s/Sarkis J. Kechejian, M.D.
                                          Sarkis J. Kechejian, M.D.
                                          President, Director and
                                          Treasurer








                                      -10-

<page>
                                                                  Exhibit 31.1

                                  CERTIFICATION

I, Sarkis J. Kechejian, M.D., certify that:

1. I have  reviewed  this  quarterly  report on Form 10-QSB of Alliance  Health,
Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such  disclosure  controls and procedures or caused such  disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) all  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date:  February 13, 2004


                                                   /s/Sarkis J. Kechejian, M.D.
                                                   Sarkis J. Kechejian, M.D.
                                                   President and Treasurer



<page>
                                                                 Exhibit 31.2

                                  CERTIFICATION

I, Sharilyn J. Bruntz Wilson, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-QSB of Alliance  Health,
Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such  disclosure  controls and procedures or caused such  disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) all  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.


Date:  February 13, 2004


                                                 /s/Sharilyn J. Bruntz Wilson
                                                 Sharilyn J. Bruntz Wilson
                                                 Vice President and Secretary

                                                                  Exhibit 32.1



<page>


                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



By signing below, each of the undersigned  officers hereby certifies pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2003,  that,  to his  knowledge,  (i) this  report  fully  complies  with the
requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934
and (ii) the  information  contained  in this  report  fairly  presents,  in all
material respects, the financial condition and results of operations of Alliance
Health, Inc.

Signed this 13th day of February, 2004.



/s/Sarkis J. Kechejian, M.D.
Sarkis J. Kechejian, M.D.
President, Director and Treasurer











                                                                  Exhibit 32.2



                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


By signing below, each of the undersigned  officers hereby certifies pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2003,  that,  to his  knowledge,  (i) this  report  fully  complies  with the
requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934
and (ii) the  information  contained  in this  report  fairly  presents,  in all
material respects, the financial condition and results of operations of Alliance
Health, Inc.

Signed this 13th day of February, 2004.



/s/Sharilyn J. Bruntz Wilson
Sharilyn J. Bruntz Wilson
Vice President and Secretary








                                                                     Exhibit (b)

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549




                                    FORM 8-K




                                 Current Report
                       Pursuant to Section 13 or 15(d) of
                     The Securities and Exchange Act of 1934


                        Date of Report (January 21, 2004)



                              ALLIANCE HEALTH, INC.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State of other jurisdiction of incorporation)


                               33-17387 75-2192377
           (Commission File Number) (IRS Employer Identification No.)



                   421 E. Airport Freeway, Irving, Texas 75062
                     (Address of principal executive office)




Registrant's telephone number, including area code:  (972)-255-5533


<PAGE>

Item 5.  Other Events.

On January 21, 2004, the Alliance Health Board of Directors  declared a 36 cents
per share dividend to shareholders of record close of business February 6, 2004.
Alliance  Health has  1,534,066  shares of common stock  outstanding.  Following
payment of the  dividend,  expected  to be on or about the week of  February  9,
2004,  Alliance  Health will have  approximately  $15,000 in cash on hand and no
other  assets or  significant  liabilities.  Alliance  Health  does not have any
business  activity  other  than  seeking to combine  with an  existing  business
entity.  Alliance  Health  does  not  have,  as  of  this  date,  any  potential
combination candidates. While management continues to search for a business with
which to combine, there can be no assurance that we will be successful.







                                      -2-
<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  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: January 21, 2004                 By: /s/Sarkis J. Kechejian, M.D.
                                            Sarkis J. Kechejian, M.D.,
                                            President and Treasurer








                                       -3-