<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2000
Commission file number 33-17387
ALLIANCE HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-219377
(State or other jurisdiction of (I.R.S. Employer I.D.#)
incorporation or organization)
421 E. Airport Freeway, Irving, Texas 75062
(Address of principal executive office) (Zip Code)
Issuer's telephone number, including area code (972)-255-5533
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange on
Title of each class which registered
---------------------------------------------------------------------------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.01
___________________________________________________________________________
(Title of class)
___________________________________________________________________________
(Title of class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for 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
State issuer's revenues for its most recent fiscal year $3,951,431.
State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days. No market for common stock.
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes X
No
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 14,360,000
<PAGE>
PART I.
Item 1. Description of Business
Alliance Health, Inc. ("Company") was incorporated on September 4, 1987.
It had no business activity until July 1989 at which time it operated one
chiropractic clinic in Dallas, Texas, which it closed the same year.
On May 12, 1995, the Company acquired from K Clinics, P.A. ("K Clinics"),
its marketing division the sole business of which is to perform advertising
and marketing services for S. J. Kechejian, M.D., P.A., Aldine Medical
Associates, Metroplex Specialties, P.A. and Metro Pharmacy, Inc., medical
facilities in the Dallas/Ft. Worth Metroplex and East Texas. Sarkis J.
Kechejian, M.D. ("Dr. Kechejian") is the President and principal shareholder
of the Company. He is also the sole owner of K Clinic, Associated, S. J.
Kechejian, M.D., P.A. and Metroplex Specialties, P.A.
Metroplex Specialties, P.A. is one of the "affiliates" of the Company.
On October 23, 1995 the Company began leasing MRI units to Metroplex
Specialties, P.A. and currently leases 3 units; one is a mobile unit purchased
in January 1999 for $825,000 and a tractor purchased for $97,787 in May to
move the mobile unit. In the year 2000 revenue for the three MRI units was
$1,631,100 as compared to 1999 revenue of $1,519,000.
In January 1999, the Company purchased a Mobile Hitachi MRI for $825,000
and in May 1999 a tractor for $97,787 to move the mobile unit. The mobile
unit is leased to Metroplex Specialties at the rate of $300 per scan and
generated income in 2000 of $372,600 as compared to $93,600 from May 1999
through September 1999.
The Company purchased a CT Scanner in September, 1998 for $45,869 which
is leased to Aldine Medical Associates for $125 per scan and generated income
in 2000 of $7,375 as compared to the 9 month period from January 1999 to
September 1999 of $13,125. Aldine Medical Associates is also wholly owned by
Sarkis J. Kechejian, M.D.
The Company has experience through its association with K Clinics in the
Dallas/Fort Worth area to offer the services of a Management Service
Organization (MSO). K Clinic has developed innovative marketing, advertising
and administrative services over the past ten years in conjunction with S. J.
Kechejian, M.D., P.A. In May 1995 the advertising division of K Clinics was
sold to the Company.
Item 2. Description of Property
None.
Item 3. Legal Proceedings
The Company is not a party to any pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
-2-
<PAGE>
PART II
Item 5. Market for the Registrant's Common Stock
and Related Shareholder Matters
On September 30, 2000 the approximate number of holders of record of the
Company common stock was 299. The Company's common stock has no established
trading market.
The Company has never paid any cash dividends on the common stock and
does not expect to do so in the foreseeable future. However, the Company
declared a four for one stock split of its outstanding shares of common stock
effective the close of business December 24, 1999.
Item 6. Management's Discussion and Analysis or Plan of Operation
On May 12, 1995, the Company acquired from Dr. Kechejian the marketing
division of K Clinic, Associated which included $285,879 in cash in exchange
for one million two hundred thousand (1,200,000) shares of common stock the
Company.
The Company's primary source of income during the year was from
advertising services performed for affiliated companies, Aldine Medical
Associates, S. J. Kechejian, M.D., P.A., Metroplex Specialties, Inc. and Metro
Pharmacy, Inc., also owned by Dr. Kechejian.
Advertising revenues in fiscal year 2000 were $2,237,500, an increase of
6.29% over fiscal year 1999 revenues of $2,105,000. This increase was due to
a corresponding increase in the number of facilities operated by its
affiliated client companies.
The Company realized an increase in fees from Metroplex Specialties, P.A.
from the MRI lease. An increase of 7.34% was realized in 2000 as compared to
1999, primarily due to the mobile MRI lease. The revenue from Metroplex
Specialties, P.A. is on a per scan basis and is expected to continue.
During the past 2 years the Company has continued to develop its
management and administrative services. These services have been primarily to
Aldine Medical Associates and its group of clinics and specialties in East
Texas. Aldine Medical Associates expects to open new facilities in Haltom
City and Sherman, Texas in 2001.
Our activities for affiliated client companies increased our expenses for
fiscal year 2000 to $3,051,998 compared to $2,359,822 for fiscal year 1999, an
increase of 29% percent (29%). General and administrative expenses alone for
fiscal year 2000 were $974,979 compared to $624,327 for fiscal year 1999, an
increase of 56%. This increase was primarily due to increased fees for
contracted services for billing, additional maintenance costs and an increase
in the number of employees needed to service our affiliated client companies.
-3-
<PAGE>
Liquidity and Financial Resources
The Company had $1,693,643 in cash at September 30, 2000.
The Company has an agreement with Metroplex Specialties, P.A. for the
lease of three MRIs at $300/per scan. It is expected this lease will continue
at the same rate.
The facility in Tyler, Texas purchased in 1998 is leased to Aldine
Medical Associates. The facility will initially house a physical therapy
center and any specialty offices and is leased for $2,500 per month.
The Company had loaned Aldine $271,506 in start-up and administrative
costs. The loan was paid back with interest at 10%.
The Company's primary source of income continues to be from fees
generated by the marketing and advertising services for S. J. Kechejian, M.D.,
P.A., Aldine Medical Associates, Metroplex Specialties, P.A. and Metro
Pharmacy, Inc. It is anticipated the revenue for marketing services will
increase in the next year as S. J. Kechejian, M.D., P.A. and Aldine Medical
Associates are expected to add additional clinic locations thus increasing the
need for additional marketing services.
The Company has long term debt outstanding at September 30, 2000 of
$190,937, incurred from the purchase of a building at 232 W. Tenth, Dallas,
Texas for $230,000. At this time the Company is negotiating a lease of this
facility to an unaffiliated third party.
Income from the marketing division, lease of the MRIs and CT Fees are
expected to produce sufficient cash flow to cover all operating and
administrative expenses.
Item 7. Financial Statements
Financial statements in response to Item 7 are presented on pages F-1
through F-11.
-4-
<PAGE>
ALLIANCE HEALTH, INC.
INDEX TO AUDITED FINANCIAL STATEMENTS
Page
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . .F-2
Balance Sheets at September 30, 2000 and 1999. . . . . . . . . . . .F-3
Statements of Income for the Years Ended
September 30, 2000 and 1999 . . . . . . . . . . . . . . . . . . .F-4
Statements of Changes in Stockholders' Equity
for the Years Ended September 30, 2000 and 1999 . . . . . . . . .F-5
Statements of Cash Flows for the Years Ended
September 30, 2000 and 1999 . . . . . . . . . . . . . . . . . . .F-6
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . .F-7
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Alliance Health, Inc.
We have audited the accompanying balance sheets of Alliance Health,
Inc. as of September 30, 2000 and 1999, and the related statements of
income, changes in stockholders' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Alliance
Health, Inc. as of September 30, 2000 and 1999, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
Jackson & Rhodes P.C.
Dallas, Texas
November 21, 2000
F-2
<PAGE>
ALLIANCE HEALTH, INC.
BALANCE SHEETS
September 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
--------- --------
<S> <C> <C>
Current assets:
Cash $1,693,643 $ 592,547
Accounts receivable - affiliates 6,000 177,961
Other assets 49,650 45,587
Income taxes receivable 0 121,320
Deferred tax assets 24,457 0
--------- -------
Total current assets 1,773,750 937,415
--------- -------
Property and equipment 4,604,954 3,824,721
Less accumulated depreciation (1,540,965) (1,027,307)
--------- ---------
3,063,989 2,797,414
--------- ---------
Total assets $4,837,739 $3,734,829
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - affiliate $ 225,276 $ 57,558
Accrued liabilities 19,405 26,350
Current portion of long-term debt 4,706 4,035
Income taxes payable 130,856 0
Net liabilities of discontinued operation 54,496 0
--------- --------
Total current liabilities 434,739 87,943
--------- --------
Long-term debt, less current maturities (Note 4) 190,937 195,965
Deferred income taxes 0 69,502
--------- --------
190,937 265,467
--------- --------
Total liabilities 625,676 353,410
--------- --------
Stockholders' equity:
Preferred stock, $.01 par, 100,000 shares
authorized, none issued - -
Common stock, $.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 3,344,997 2,514,353
--------- ---------
Total stockholders' equity 4,212,063 3,381,419
--------- ---------
Total Liabilities and Equity $4,837,739 $3,734,829
========== ==========
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
ALLIANCE HEALTH, INC.
STATEMENTS OF INCOME
Years Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
REVENUES:
Advertising income from Affiliate (Note 8) $2,237,500 $2,105,000
MRI income from affiliate (Note 8) 1,631,100 1,519,500
Interest 82,831 39,905
--------- ---------
3,951,431 3,664,405
--------- ---------
Expenses:
Advertising 1,016,921 868,770
Salaries and employee benefits 546,440 430,995
Depreciation 513,658 435,730
General and administrative 974,979 624,327
--------- ---------
3,051,998 2,359,822
--------- ---------
Operating income 899,433 1,304,583
Other income 490,770 330,838
--------- ---------
Income before discontinued operation 1,390,203 1,635,421
Loss on discontinued operation net of
income taxes of $20,980 (Note 7) (33,516) -
--------- ---------
Income before income taxes 1,356,687 1,635,421
Income taxes (Note 5) 526,043 571,958
--------- ---------
Net income $ 830,644 $1,063,463
========== ==========
Basic earnings per common share $ 0.06 $ 0.07
========== ==========
Weighted average number of
common shares outstanding 14,360,000 14,360,000
========== ==========
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
ALLIANCE HEALTH, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
Common Stock Additional
Par Paid-In Retained
Shares Value Capital Earnings Total
---------- ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Balance, 9-30-98 14,360,000 $143,600 $723,466 $1,450,890 $2,317,956
Net Income 0 0 0 1,063,463 1,063,463
---------- ------- ------- --------- ---------
Balance, 9-30-99 14,360,000 143,600 723,466 2,514,353 3,381,419
Net Income 0 0 0 830,644 830,644
---------- ------- ------- --------- ---------
Balance, 9-30-00 14,360,000 $143,600 $723,466 $3,344,997 $4,212,063
========== ======= ======= ========= =========
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
ALLIANCE HEALTH, INC.
STATEMENTS OF CASH FLOWS
Years Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 830,644 $1,063,463
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 513,658 435,730
Deferred income taxes (93,959) 34,970
Loss on discontinued operations 33,516 0
Changes in assets and liabilities:
Accounts receivable-affiliates 171,961 26,667
Other assets (4,063) (33,453)
Income taxes payable 273,156 (371,209)
Accounts payable 165,993 4,733
Accrued liabilities (6,945) 5,234
--------- ---------
Net cash provided by operating 1,883,961 1,166,135
activities
Cash flows from investing activities:
Purchase of equipment ( 780,234) (1,372,969)
--------- ---------
Cash flows from financing activities:
Accounts receivable-affiliates 1,726 (140,215)
Proceeds from long-term debt (4,357) 200,000
--------- ---------
Net cash provided by (used in)
financing activities (2,631) 59,785
--------- ---------
Net increase (decrease) in cash 1,101,096 (147,049)
Cash at beginning of year 592,547 739,596
--------- ---------
Cash at end of year $ 1,693,643 $ 592,547
========= =========
Income taxes paid $ 346,847 $1,257,487
========= =========
</TABLE>
See accompanying notes to financial statements.
F-6
<PAGE>
ALLIANCE HEALTH, INC.
Notes to Financial Statements
September 30, 2000 and 1999
1. Organization
Alliance Health, Inc. (the "Company") was incorporated in Delaware
on September 4, 1987. In 1995, the Company acquired the advertis-
ing division (the "Division") of K Clinics, P.A. ("K Clinics").
The Company currently offers advertising and management services
to medical clinics of affiliated companies (see Note 8).
2. Summary of Significant Accounting Policies
Use of Estimates and Assumptions
Preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
Statement of Cash Flows
For statement of cash flow purposes, the Company considers
short-term investments with original maturities of three months or
less to be cash equivalents.
Property and Equipment
Property and equipment are stated at cost. Cost of property renewals
and betterments are capitalized; cost of property maintenance and
repairs are charged against operations as incurred.
Depreciation is computed using the straight-line method over the
estimated useful lives of the individual assets as follows:
Equipment 7 years
Furniture and fixtures 4 years
Leasehold improvements 5 years
Income Taxes
The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS 109"). SFAS 109 utilizes the asset and liability
method of computing deferred income taxes. The objective of the asset
and liability method is to establish deferred tax assets and liabilities
for the temporary differences between the financial reporting basis and
the tax basis of the Company's assets and liabilities at enacted tax
rates expected to be in effect when such amounts are realized or
settled.
F-7
<PAGE>
ALLIANCE HEALTH, INC.
Notes to Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Earnings Per Common Share
The Company accounts for earnings per share in accordance with
Statement of Financial Accounting Standards No. 128, Earnings
Per Share ("SFAS 128"). SFAS 128 provides a different method of
calculating earnings per share than was formerly used in APB
Opinion 15. SFAS 128 provides for the calculation of basic and
diluted earnings per share. Basic earnings per share includes
no dilution and is computed by dividing income available to
common stockholders by the weighted average number of common
shares outstanding for the period. Dilutive earnings per share
reflects the potential dilution of securities that could share
in the earnings of the Company. Because the Company has no
potential dilutive securities outstanding, the accompanying
presentation is only of basic earnings per share. The Company's
Board of Directors has authorized a common stock split of four-
for-one, effective as of December 24, 1999. All share and per
share amounts in the accompanying financial statements have been
retroactively adjusted for the splits.
3. Property and Equipment
Property and equipment consisted of the following at September
30:
2000 1999
Land $ 15,000 $ 0
Buildings 1,084,346 530,836
Equipment (principally magnetic 3,010,268 2,814,897
resonance imaging)
Leasehold improvements 456,340 439,988
Furniture and fixtures 39,000 39,000
--------- ---------
$4,604,954 $3,824,721
F-8
<PAGE>
ALLIANCE HEALTH, INC.
Notes to Financial Statements
4. Long-term Debt
The Company borrowed $200,000 for the addition of a building
during 1998. The note requires monthly payments of $1,642 per
month, including interest at 8% and matures on September 1, 2002.
Minimum principal payments are as follows:
For the Year Ended
September 30: Amount
------------------ --------
2001 $ 4,706
2002 190,937
5. Income Taxes
Following is a reconciliation between reported income taxes and
the amount computed by applying the statutory federal income tax
rates to pre-tax accounting income for the years ended September
30:
2000 1999
------- -------
Expected provision for federal $ 461,000 $ 556,000
income taxes
State income taxes 62,550 63,550
Other 2,493 (47,592)
------- -------
$ 526,043 $ 571,958
======== ========
Income taxes were as follows for the years ended September 30:
2000 1999
-------- --------
Current $ 620,003 $ 536,988
Deferred (93,960) 34,970
-------- --------
$ 526,043 $ 571,958
======== ========
F-9
<PAGE>
ALLIANCE HEALTH, INC.
Notes to Financial Statements
5. Income Taxes (Continued)
The components of the deferred tax asset (liability) are as
follows at September 30:
2000 1999
-------- -------
Depreciation $(102,051) $(74,502)
Alternative minimum tax 25,522 25,522
Cash basis 100,986 (20,522)
------- -------
$ 24,457 (69,502)
======== =======
6. Commitments and Contingencies
Concentration of Credit Risk
The Company invests its cash primarily in deposits with major
banks. Certain deposits, at times, are in excess of federally
insured limits. The Company has not incurred losses related to
its cash.
7. Discontinued Operation
During the year ended September 30, 2000, 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 operation. The Company is
presently negotiating to sell Chiro-Med to one of its employees.
8. Related Party Transactions
All of the Company's advertising income and MRI income was for
services rendered to various affiliated companies owned by the
Company's major stockholder. The Company has loaned an affiliate
$108,348 to fund start-up costs during fiscal year 1997. The
affiliate is to pay the borrowings back with 10% interest.
The Company leases its office space and equipment on a month-to-
month basis from S. J. Kechejian, M.D., P.A., an affiliated
company. The amounts paid in 2000 and 1999 were $24,000 and
$34,500, respectively. The Company leases its Dallas MRI
facility on a month to month basis from Arax Limited Partnership
for which it paid $30,000 and $26,250 for the years ended
September 30, 2000 and 1999, respectively. The Ft. Worth MRI
facility is leased on a month-to-month basis from SK Properties
for which it paid $30,000 and $26,250 for the years ended
September 30, 2000 and 1999, respectively.
The Company also paid K Clinics fees amounting to $274,000 and
$164,000 during the years ended September 30, 2000 and 1999,
respectively.
F-10
<PAGE>
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
Part III
Item 9. Directors, Executive Officers, Promoters and Control
Persons, Compliance with Section 16(A) of the Exchange Act
The executive officers and directors of Alliance Health, Inc. are
identified in the following table. Each has held the indicated
positions with Alliance Health, Inc. since May 19, 1995, and will serve
in these offices until their successors are elected and qualified.
NAME AGE POSITION
Sarkis J. Kechejian 62 President, Treasurer
Sharilyn J. Bruntz Wilson 50 Vice President and Secretary
Richard C. Schneck 50 Chief Operating Officer
Kenneth Guest 61 Director
James Kenney 59 Director
George Nicolaou, M.D. 79 Director
Mac Martirossian 46 Director and Chairman of the Board
Dr. Kechejian is also president and sole owner of S. J. Kechejian,
M.D., P.A., Metro Pharmacy, Inc., Metroplex Specialties, P.A. and
Aldine Medical Associates.
Ms. Wilson is the Chief Financial Officer of S. J. Kechejian, M.D.,
P.A. and was Secretary/Treasurer of K Med Centers, Inc. from January,
1987 until December, 1991. Prior to that time, for over five years, she
was a Legal Assistant with several law firms.
Mr. Guest is an attorney who has been practicing in the Dallas
area since 1965. He is with the law firm of Ken Guest and Associates.
He has investments in several manufacturing and retail businesses.
-5-
<PAGE>
James W. Kenney has been a Director since September, 1992. He
is currently associated with San Jacinto Securities, Inc. as Executive
Vice President. From February, 1992 to June, 1993 he served as Vice
President of Investments for Renaissance Capital Group, Inc. From
October, 1989 to February, 1992 he served as Senior Vice President,
Director of Trading and Sales for Capital Institutional Services. From
February, 1987 to October, 1989, he served as Senior Vice President for
retail sales for Rauscher Pierce Refsnes, Inc. Mr. Kenney received a
BA degree in economics from the University of Colorado in Boulder,
Colorado. Mr. Kenney also currently serves on the Board of Directors
of the following companies: Industrial Holdings, Inc., Scientific
Measurement Systems and Antenna Products, Inc.
Dr. Nicolaou is a retired physician. He has extensive business
experience doing consulting work.
Mac Martirossian has been a Director since May, 1996. He is
currently Senior Vice President of Business Development for Howard
Schultz & Associates. From April 1989 to August 1995, he served in
various Executive Management positions at AMRE, Inc., with his last
position as Vice President-Operations.
Richard Schneck is Chief Operating Officer of Alliance Health,
Inc. He joined Alliance in February, 1997. Prior to that time he was
an Executive Manager in HMO operations, as well as Hospital Financial
and Administrative operations. Mr. Schneck has over 20 years of health
care management experience.
Item 10. Executive Compensation
Cash Compensation
For the fiscal year ended September 30, 2000, Dr. Kechejian
received no cash remuneration. Ms. Wilson received a salary of $69,242
and Mr. Schneck received a salary of $204,500 for the year ended
September 30, 2000.
Compensation of Directors
Directors received $750 for each of the three (3) Board of
Director's meetings attended.
Item 11. Security Ownership of Certain Beneficial Owners and Managers
The following information is submitted as of September 30, 2000
with respect to the Company's voting securities owned beneficially by
each person known to the Company who owns more than 5% of the Common
Stock of the Company, this being the only class of voting securities now
outstanding and by all directors and officers of the Company
individually and as a group.
-6-
<PAGE>
Name and Address of Amount Bene- Approximate
Beneficial Owner ficially owned Percent of
Class
Sarkis J. Kechejian, M.D. 11,251,208 78%
421 E. Airport Freeway
Irving, Texas 75062
Nishan J. Kechejian, M.D. 1,987,372 12.5%
824 Oak St.
Brockton, MA 02401
All directors and officers 11,251,684 78%
as a group (7 persons)
Item 12. Certain Relationships and Related Transactions
As set forth in the Company's financial statements contained in this
report, all of the Company's advertising income and MRI income was for
services rendered to affiliated companies. The Company's primary customers
are S. J. Kechejian, M.D., P.A., Aldine Medical Associates and Metroplex
Specialties, P.A., all professional corporations wholly owned by S. J.
Kechejian, M.D. These companies provide diagnostic and therapeutic medical
services to patients suffering from soft tissue injuries generally incurred in
automobile or job related accidents. Dr. Kechejian owns, directly or
indirectly, 11,251,208 shares of Common Stock of the Company (78% of the
outstanding shares).
Furthermore, the Company's office facilities are leased from a company
owned by Dr. Kechejian. The Company leases its office space and equipment on
a month to month basis from S. J. Kechejian, M.D., P.A. for which it paid
$34,500 for fiscal year ended September 30, 2000 and $30,635 for fiscal year
ended September 30, 1999. The Company leases its Dallas MRI facility on a
month to month basis from Arax Limited Partnership for which it paid $26,250
for fiscal year ended September 30, 2000, and $15,365 for fiscal year ended
1999. The Ft. Worth MRI facility is leased on a month to month basis from SK
Properties for which it paid $26,250 for fiscal year ended September 30, 2000,
and $26,250 for fiscal year ended September 30, 1999. The General Partner of
Arax Limited Partnership is Nishan J. Kechejian, M.D., the brother of Sarkis
J. Kechejian. The principal of SK Properties is Sarkis J. Kechejian.
PART IV.
Item 13. Exhibits and Reports on Form 8-K
a. Exhibit 27, Financial Data Schedule
-7-
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALLIANCE HEALTH, INC.
DATED: December 27, 2000 By:Sarkis J. Kechejian, M.D.
-------------------------
Sarkis J. Kechejian, M.D.
President and Treasurer
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
DATED: December 27, 2000 Sarkis J. Kechejian, M.D.
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Sarkis J. Kechejian, M.D.
President and Treasurer
DATED: December 27, 2000 James Kenney
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James Kenney
Director
DATED: December 27, 2000 George Nicolaou, M.D.
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George Nicolaou, M.D.
Director
DATED: December 27, 2000 Kenneth Guest
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Kenneth Guest
Director
DATED: December 27, 2000 Mac Martirossian
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Mac Martirossian
Chairman
