UNITED STATES
                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 December 31, 2001


[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934

                  Commission File No. 000-32451

                    LIBRA ALLIANCE CORPORATION
               (Name of registrant in its charter)

Nevada                                                 91-1829866
(State of incorporation)               (I. R. S. Employer Identification No.)

525 South 300 East, Salt Lake City, Utah                      84111
(Address of principal executive offices)                   (Zip code)

Issuer's telephone number, including area code:   (801) 323-2395

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock

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 preceding 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 [ ]

Disclosure of delinquent filers in response to item 405 of Regulation S-B is
not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB.   [x]

State issuer's revenue for its most recent fiscal year: None.

A market value of the voting stock held by non-affiliates can not be
determined because the registrant does not have an active trading market.

As of March 27, 2002, the registrant had 5,400,000 shares of common stock
outstanding.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (check one): Yes [ ] __No [X]

<PAGE>




                        Table of Contents

                              PART I

Item 1.   Description of business............................................3
Item 2.   Description of property............................................6
Item 3.   Legal proceedings..................................................6
Item 4.   Submission of matters to a vote of security holders................6

                             PART II

Item 5.   Market for common equity and related stockholder matters...........7
Item 6.   Plan of operations................................................ 7
Item 7.   Financial statements.............................................. 8
Item 8.   Changes in and disagreements with accountants on accounting and
           financial disclosure.............................................17

                             PART III

Item 9.   Directors and executive officers; compliance with Section 16(a)...17
Item 10.  Executive compensation............................................17
Item 11.  Security ownership of certain beneficial owners and management....18
Item 12.  Certain relationships and related transactions....................19
Item 13.  Exhibits and reports on Form 8-K..................................19





                    FORWARD LOOKING STATEMENTS

     In this annual report references to "Libra," "we," "us," and "our" refer
to Libra Alliance Corporation

     This annual report contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.  For this
purpose any statements contained in this annual report that are not statements
of historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Libra's control.  These factors include but are not limited to economic
conditions generally and in the industries in which Libra may participate;
competition within Libra's chosen industry, including competition from much
larger competitors; technological advances and failure by Libra to
successfully develop business relationships.

                                2
<PAGE>


                              PART I

                 ITEM 1: DESCRIPTION OF BUSINESS

Business Development

     Libra Alliance was incorporated in the state of Nevada on May 5, 1997 to
become an Internet service provider for small to mid-sized businesses.  We
were unsuccessful in our efforts and are a development stage company at this
time.

Our Plan

     We are a "blank check" company and have had recurring operating losses
for the past two fiscal years.  Our independent auditors have expressed doubt
that we can continue as a going concern unless we obtain financing to continue
operations.

     Our business plan is to seek, investigate, and, if warranted, acquire an
interest in a business opportunity.  Our acquisition of a business opportunity
may be made by merger, exchange of stock, or otherwise.  We have very limited
sources of capital, and we probably will only be able to take advantage of one
business opportunity. At the present time we have not identified any business
opportunity that we plan to pursue, nor have we reached any preliminary or
definitive agreements or understandings with any person concerning an
acquisition or merger.

      Based on current economic and regulatory conditions, management believes
that it is possible, if not probable, for a company like ours, without many
assets or liabilities, to negotiate a merger or acquisition with a viable
private company.  The opportunity arises principally because of the high legal
and accounting fees and the length of time associated with the registration
process of "going public."  However, should any of these conditions change, it
is very possible that there would be little or no economic value for anyone
taking over control of Libra.

     Our search for a business opportunity will not be limited to any
particular geographical area or industry and includes both U.S. and
international companies.  Our management has unrestricted discretion in
seeking and participating in a business opportunity, subject to the
availability of such opportunities, economic conditions and other factors.
Our management believes that companies who desire a public market to enhance
liquidity for current stockholders or plan to acquire additional assets
through issuance of securities rather than for cash will be potential merger
or acquisition candidates.

     The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgement.  There is no assurance that we will be able to
identify and acquire any business opportunity which will ultimately prove to
be beneficial to Libra and our stockholders.  Should a merger or acquisition
prove unsuccessful, it is possible management may decide not to pursue further
acquisition activities and management may abandon its activities and we may
become dormant or be dissolved.

     Our activities are subject to several significant risks which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our stockholders.

     It is possible that the range of business opportunities that might be
available for consideration by us could be limited by impact of the SEC
regulations regarding purchase and sale of "penny stock."  Our common stock is
not publicly traded at this time and we cannot assure that a market will
develop or that a stockholder ever will be able to liquidate his investments
without considerable delay, if at all.  If a market develops, our shares will
likely be subject to the rules of the Penny Stock Suitability Reform Act of
1990. The liquidity of penny stock is affected by specific disclosure
procedures required by this Act to be followed by all broker-dealers,
including but not limited to,


                                3
<PAGE>

determining the suitability of the stock for a particular customer, and
obtaining a written agreement from the customer to purchase the stock.  This
rule may affect the ability of broker-dealers to sell our securities and may
affect the ability of purchasers to sell our securities in any market.

Investigation and Selection of Business Opportunities

     We anticipate that business opportunities will come to our attention from
various sources, including our officers and directors, our stockholders,
professional advisors such as attorneys and accountants, securities
broker-dealers, investment banking firms, venture capitalists, members of the
financial community and others who may present unsolicited proposals.
Management expects that prior personal and business relationships may lead to
contacts with these various sources.

     Our management will analyze the business opportunities, however, none of
our management are professional business analysts (See, Part III, Item 9:
"Directors and Executive Officers . . .").  Our management has had limited
experience with acquisitions of business opportunities and has not been
involved with an initial public offering.  In January 2002, Mrs. Marino was
involved with an acquisition between Bennion Corporation, a blank check
company, and idiglobal.com, Inc., a company that designs, develops and markets
user-friendly, Internet-based software applications and development tools on
an integrated service platform.  The transaction was structured as a
stock-for-stock exchange and upon consummation of the acquisition, Mrs. Marino
resigned as an officer and director of that company.  Due to our management's
inexperience with acquisitions and mergers, they may rely on promoters or
their affiliates, principal stockholders or associates to assist in the
investigation and selection of business opportunities.

     Certain conflicts of interest exist or may develop between us and our
officers and directors.  Our management has other business interests to which
they currently devote attention, which include their primary employment and
management of other blank check reporting companies.  They may be expected to
continue to devote their attention to these other business interests although
management time should be devoted to our business.  As a result, conflicts of
interest may arise that can be resolved only through their exercise of
judgement in a manner which is consistent with their fiduciary duties to us.
In particular, Mrs. Marino is a director of other blank check companies with a
structure and a business plan which is identical to ours and she may be
involved with other blank check companies in the future.  In the process of
negotiations for an acquisition or merger or determination of consulting fees
related to investigation of a business opportunity, our management or
principal stockholders may consider their own personal pecuniary benefit or
the interests of other blank check companies they are affiliated with rather
than the best interests of Libra's other stockholders.

     We presently do not foresee entering into a merger or acquisition
transaction with any business with which our officers or directors are
currently affiliated. We may acquire or merge with companies of which our
management's  affiliates or associates have a direct or indirect ownership
interest.  If we determine in the future that a transaction with an affiliate
would be in our best interest we are permitted by Nevada law to enter into
such a transaction if:

     (1)     The material facts regarding the relationship or interest of the
affiliate in the contract or transaction are disclosed or are known to the
Board of Directors.  The board authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors constitute less than a quorum; or

     (2)     The material facts regarding the relationship or interest of the
affiliate in the contract transaction are disclosed or are known to the
stockholders entitled to vote on the transaction, and the contract or
transaction is specifically approved by vote of the stockholders; or

     (3) The contract or transaction is fair to us at the time it is
authorized, approved or ratified by the Board of Directors or the
stockholders.


                                4
<PAGE>

     A decision to participate in a specific business opportunity may be made
upon our management's analysis of the quality of the other business
opportunity's management and personnel, the anticipated acceptability of its
new products or marketing concept, the merit of its technological changes, the
perceived benefit that it will derive from becoming a publicly held entity,
and numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria.  In many instances, we
anticipate that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of
the possible need to substantially shift marketing approaches, significantly
expand operations, change product emphasis, change or substantially augment
management, or make other changes.  We will be dependent upon the owners of a
business opportunity to identify any such problems which may exist and to
implement, or be primarily responsible for, the implementation of required
changes.

     In our analysis of a business opportunity we anticipate that we will
consider, among other things, the following factors:

     (1)   Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;

     (2)   Our perception of how any particular business opportunity will be
received by the investment community and by our stockholders;

     (3)   Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a significant
prospect in the foreseeable future of becoming sufficient to enable our
securities to qualify for listing on a exchange or on a national automated
securities quotation system, such as NASDAQ.

     (4)   Capital requirements and anticipated availability of required
funds, to be provided by us or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;

     (5)   The extent to which the business opportunity can be advanced;

     (6)   Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;

     (7)   Strength and diversity of existing management, or management
prospect that are scheduled for recruitment;

     (8)   The cost of our participation as compared to the perceived tangible
and intangible values and potential; and

     (9)   The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items.

     No one of the factors described above will be controlling in the
selection of a business opportunity.  Management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potential business
opportunities may occur in many different industries and at various stages of
development.  Thus, the task of comparative investigation and analysis of such
business opportunities will be extremely difficult and complex. Potential
investors must recognize that, because of our limited capital available for
investigation and management's limited experience in business analysis, we may
not discover or adequately evaluate adverse facts about the opportunity to be
acquired.

                                5
<PAGE>

Form of Acquisition

     We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as our
needs and desires and those of the promoters of the opportunity.  The legal
structure or method deemed by management to be suitable will be selected based
upon our review and our relative negotiating strength. Such methods may
include, but are not limited to, leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. We may act
directly or indirectly through an interest in a partnership, corporation or
other forms of organization.  We may be required to merge, consolidate or
reorganize with other corporations or forms of business organization. In
addition, our present management and stockholders most likely will not have
control of a majority of our voting shares following a merger or
reorganization transaction. As part of such a transaction, our existing
directors may resign and new directors may be appointed without any vote by
our stockholders.

     We likely will acquire our participation in a business opportunity
through the issuance of common stock or other securities.  Although the terms
of any such transaction cannot be predicted, it should be noted that issuance
of additional shares also may be done simultaneously with a sale or transfer
of shares representing a controlling interest by current principal
stockholders.

Competition

     We expect to encounter substantial competition in our effort to locate
attractive business opportunities.  Business development companies, venture
capital partnerships and corporations, venture capital affiliates of large
industrial and financial companies, small investment companies, and wealthy
individuals will be our primary competition. Many of these entities will have
significantly greater experience, resources and managerial capabilities than
we do and will be in a better position than we are to obtain access to
attractive business opportunities.  We also will experience competition from
other public "blank check" companies, many of which may have more funds
available for such transactions.

Employees

     We currently have no employees.  Our management expects to confer with
consultants, attorneys and accountants as necessary.  We do not anticipate a
need to engage any full-time employees so long as we are seeking and
evaluating business opportunities.  We will determine the need for employees
based upon the specific business opportunity.


                ITEM 2:  DESCRIPTION OF PROPERTIES

     We do not currently own or lease any property.  Until we pursue a viable
business opportunity and recognize income, we will not seek independent office
space.


                    ITEM 3: LEGAL PROCEEDINGS

     We are not a party to any proceedings or threatened proceedings as of the
date of this filing.


   ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     We have not submitted a matter to a vote of our shareholders during the
fourth quarter of the 2001 fiscal year.


                                6
<PAGE>

                             PART II

ITEM 5:  MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     We have had no market activity in our stock as of the date this filing.
We have approximately 41 stockholders of record holding 5,400,000 common
shares.  Of these shares, 1,575,000 shares are restricted stock, as that term
is defined under Rule 144, and 3,825,000 shares are unrestricted.

     We have not declared dividends on our common stock and do not anticipate
paying dividends on our common stock in the foreseeable future.

Recent Sales of Unregistered Securities

     The following discussion describes all securities sold without
registration by Libra Alliance Corporation within the past three years:

     On July 10, 2000, we issued 500,000 shares valued at $10,000 to The
Oxford Group for investment banking services.  We relied on an exemption from
registration provided for a private transaction not involving a public
distribution by Section 4(2) of the Securities Act.

     On May 15, 2000, we issued an aggregate of 200,000 shares valued at
approximately $2,000 to April Marino in consideration for her services as our
President and a Director.  We relied on an exemption from registration
provided for a private transaction not involving a public distribution by
Section 4(2) of the Securities Act.


                    ITEM 6:  PLAN OF OPERATION

     We have experienced losses from inception and for the year ended December
31, 2001, we had $2,500 cash on hand and no current liabilities.  Since
inception, we have primarily financed our operations through the sale of our
common stock.  Private placements of our common stock have provided operating
funds and paid for services provided by third parties and management
anticipates future private placements of our common shares will finance our
operations.

     We have no commitments for capital expenditures for the next twelve
months.  During the next twelve months we believe that our current cash needs
can be met by loans from our directors, officers and stockholders based on
understandings we have with these individuals.  These understandings are not
written agreements and therefore these persons are not obligated to provide
funds.  We may repay these loans, costs of services  and advancements with
cash, if available, or we may convert them into common stock.

      Our management intends to actively seek business opportunities during
the next twelve months and if we obtain a business opportunity, it may be
necessary to raise additional capital.  Management anticipates that additional
capital may be provided by private placements of our common stock.  We intend
to issue such stock pursuant to exemptions provided by federal and state
securities laws.  The purchasers and manner of issuance will be determined
according to our financial needs and the available exemptions.  We do not
currently intend to make a public offering of our stock.  We also note that if
we issue more shares of our common stock our shareholders may experience
dilution in the value per share of their common stock.


                  ITEM 7:   FINANCIAL STATEMENTS


                                7
<PAGE>









                   Libra Alliance Corporation

                       Financial Statements

                    December 31, 2001 and 2000







<PAGE> 8





                             CONTENTS


Independent Auditor's Report .............................................3

Balance Sheets ...........................................................4

Statements of Operations .................................................5

Statements of Stockholders' Equity .......................................6

Statements of Cash Flows..................................................7

Notes to the Financial Statements ........................................8




<PAGE> 9



                      CHISHOLM & ASSOCIATES
A Professional           Certified Public Accountants    Office (801)292-8756
Corporation                    P.O. Box 540216              Fax (801)292-8809
                   North Salt Lake, Utah 84054
_____________________________________________________________________________




                   INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders
of Libra Alliance Corporation:

We have audited the accompanying balance sheets of Libra Alliance Corporation
(a development stage company) as of December 31, 2001 and 2000 and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2001 and 2000 and from inception May 5, 1997 through
December 31, 2001.  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 in the United States of America.  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 Libra Alliance Corporation
(a development stage company) as of December 31, 2001 and 2000 and the results
of its operations and cash flows for the years ended December 31, 2001 and
2000 and from inception May 5, 1997 through December 31, 2001 in conformity
with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has suffered recurring
losses from operations which raises substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these matters
are described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Chisholm & Associates

Chisholm & Associates
North Salt Lake, Utah
January 2, 2002

<PAGE> 10




                    Libra Alliance Corporation
                  (A Development Stage Company)
                          Balance Sheets


                              ASSETS

                                                           December 31
                                                       2001          2000
                                                  ------------- --------------
CURRENT ASSETS

Cash (Note 1)                                     $      2,500  $       2,500
                                                  ------------- --------------

    TOTAL ASSETS                                  $      2,500  $       2,500
                                                  ============= ==============


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES                               $          -  $           -

STOCKHOLDERS' EQUITY

Common Stock, $.001 par value; 20,000,000
  shares authorized; 5,400,000 shares
  issued and outstanding                                 5,400          5,400

Additional Paid in Capital                              42,800         42,800

Deficit Accumulated during the
 development stage                                     (45,700)       (45,700)
                                                  ------------- --------------

  Total Stockholders' Equity (deficit)                   2,500          2,500
                                                  ------------- --------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $      2,500  $       2,500
                                                  ============= ==============


















The accompanying notes are an integral part of these financial statements


                               -4-

<PAGE> 11

                    Libra Alliance Corporation
                  (A Development Stage Company)
                     Statement of Operations


                                                                 From
                                         For the Years Ended     Inception on
                                             December 31         May 5, 1997
                                     --------------------------- to Dec. 31,
                                       2001           2000       2001
                                     ------------- ------------- -------------

REVENUES                             $          -  $          -  $          -
                                     ------------- ------------- -------------
EXPENSES

  General & Administrative                      -        12,700        45,700
                                     ------------- ------------- -------------

    Total Expenses                              -        12,700        45,700
                                     ------------- ------------- -------------

Net Loss                             $          -  $    (12,700) $    (45,700)
                                     ============= ============= =============

Net Loss Per Share                   $          -  $     (0.003) $     (0.010)
                                     ============= ============= =============

Weighted average shares outstanding     5,400,000     5,061,111     4,919,701
                                     ============= ============= =============






















The accompanying notes are an integral part of these financial statements

                               -5-

<PAGE> 12

                    Libra Alliance Corporation
                  (A Development Stage Company)
                Statements of Stockholders' Equity
     From Inception on May 5, 1997 through December 31, 2001


                                                                 Deficit
                                                                 Accumulated
                                                     Additional  During the
                                Common Stock         Paid in     Development
                             Shares       Amount     Capital     Stage
                           ------------- ----------- ----------- -------------
Common stock, issued at
 inception for cash at
 $.001 per share              1,000,000  $    1,000  $        -  $          -

Common stock, issued at
 inception for services
 at $.001 per share             200,000         200           -             -

Common stock issued for
 cash at $.01 per share       3,500,000       3,500      31,500             -

Net (loss) for the year
 ended December 31, 1997              -           -           -       (22,000)
                           ------------- ----------- ----------- -------------
Balance -
 December 31, 1997            4,700,000       4,700      31,500       (22,000)

Net (loss) for the year
 ended December 31, 1998              -           -           -        (9,900)
                           ------------- ----------- ----------- -------------
Balance -
 December 31, 1998            4,700,000       4,700      31,500       (31,900)

Net (loss) for the year
 ended December 31, 1999              -           -           -        (1,100)
                           ------------- ----------- ----------- -------------
Balance -
 December 31, 1999            4,700,000       4,700      31,500       (33,000)

Common stock issued for
 services at $.01 per share     200,000         200       1,800             -

Common stock issued for
 services at $.02 per share     500,000         500       9,500             -

Net (loss) for the year
 ended December 31, 2000              -           -           -       (12,700)
                           ------------- ----------- ----------- -------------
Balance -
 December 31, 2000            5,400,000       5,400      42,800       (45,700)

Net (loss) for the year
 ended December 31, 2001              -           -           -             -
                           ------------- ----------- ----------- -------------
Balance -
 December 31, 2001            5,400,000  $    5,400  $   42,800  $    (45,700)
                           ============= =========== =========== =============




The accompanying notes are an integral part of these financial statements

                                -6-

<PAGE> 13






                    Libra Alliance Corporation
                  (A Development Stage Company)
                     Statement of Cash Flows



                                                                 From
                                         For the Years Ended     Inception on
                                             December 31         May 5, 1997
                                     --------------------------- through
                                       2001           2000       Dec. 31, 2001
                                     ------------- ------------- -------------
Cash Flows from Operating Activities

 Net Loss                            $          -  $    (12,700) $    (45,700)
 Adjustments for non-cash items:
   Shares issued for services                   -        12,000        12,200
                                     ------------- ------------- -------------
  Net Cash Provided (Used) by
   Operating Activities                         -          (700)      (33,500)
                                     ------------- ------------- -------------

Cash Flows from Investing Activities:           -             -             -
                                     ------------- ------------- -------------
  Net Cash Provided (Used) in
   Investing Activities                         -             -             -
                                     ------------- ------------- -------------

Cash Flows from Financing Activities:
  Issued common stock for cash                  -             -        36,000
                                     ------------- ------------- -------------

  Net cash Provided by
   Financing Activities                         -             -        36,000
                                     ------------- ------------- -------------

Increase (Decrease) in Cash                     -          (700)        2,500

Cash beginning of period                        -         3,200             -
                                     ------------- ------------- -------------

Cash end of period                   $          -  $      2,500  $      2,500
                                     ============= ============= =============

Supplemental Cash Flow Information:

  Cash Paid For:
    Interest                         $          -  $          -  $          -
    Income Taxes                     $          -  $          -  $          -


NonCash Financing Activities
  During 1997, 200,000 shares of common stock were issued at $.001 per share
  for services

  During 2000, 200,000 and 500,000 shares of common stock were issued for
  services at $.01 and $.02 per share, respectively









The accompanying notes are an integral part of these financial statements

                               -7-

<PAGE> 14

                    Libra Alliance Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2001 and 2000

NOTE 1 - Summary of Significant Accounting Policies

     a.     Organization & Consolidation Policy

            Libra Alliance Corporation  (the Company), was incorporated May 5,
1997 under the laws of the State of Nevada.  The Company has never commenced
any significant activities or secured operations.  The Company is currently
searching for business opportunities and is in the development stage according
to Financial Accounting Standards Board Statement No. 7.

     b.     Accounting Method

            The Company recognizes income and expense on the accrual basis of
accounting.

     c.     Earnings (Loss) Per Share

                                         Income (loss)    Shares     Per Share
                                          (Numerator)  (Denominator)  Amount
                                         ------------- ------------- ---------
For the year ended December 31, 2001:

 Basic EPS
   Income (loss) to common stockholders  $          -     5,400,000  $  (0.00)
                                         ============= ============= =========
For the year ended December 31, 2000:

 Basic EPS
   Income (loss) to common stockholders  $    (12,700)    5,061,111  $  (0.00)
                                         ============= ============= =========
From inception on May 5, 1997 to
 December 31, 2001:

 Basic EPS
   Income (loss) to common stockholders  $    (45,700)    4,919,701   $ (0.01)
                                         ============= ============= =========

          The computation of earnings per share of common stock is based on
the weighted average number of shares outstanding at the date of the financial
statements.

     d.     Cash and Cash Equivalents

            The Company considers all highly liquid investments with
maturities of three months or less to be cash equivalents.




                                -8-

<PAGE> 15



                    Libra Alliance Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2001 and 2000

NOTE 1 - Summary of Significant Accounting Policies (continued)

     e.     Provision for Income Taxes

            No provision for income taxes have been recorded due to net
operating loss carryforwards totaling approximately $45,700 will be offset
against future taxable income.  These NOL carryforwards began to expire in the
year 2017  No tax benefit has been reported in the financial statements
because the Company believes there is a 50% or greater chance the carryforward
will expire unused.

            Deferred tax asset and the valuation account is as follows as
December 31, 2001 and 2000:
                                                          December 31,
                                                      2001           2000
                                                   ------------- ------------
     Deferred tax asset:
          NOL carryforward                         $      6,855  $     6,855

          Valuation allowance                            (6,855)      (6,855)
                                                   ------------- ------------

                                                   $          -  $         -
                                                   ============= ============

     f.     Use of estimates

            The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

NOTE 2 - Going Concern

            The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company has no assets
and has had recurring operating losses for the past several years and is
dependent upon financing to continue operations.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.  It is management's plan to find an operating company to merge
with, thus creating necessary operating revenue.


NOTE 3 - Development Stage Company

            The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7.  It is concentrating substantially
all of its efforts in raising capital and defining its business operation in
order to generate significant revenues.

                               - 9-

<PAGE> 16

      ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

     We have had no change in, or disagreements with, our principal
independent accountant during our last two fiscal years.


                             PART III

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(a)

Directors and Executive Officers

     Our executive officers and directors and their respective ages and
positions are set forth below.  Biographical information for each of those
persons is also presented below.  Our bylaws require at least one director who
serves until our next annual meeting of shareholders or until his/her
successor is elected and qualified.  Our executive officers are chosen by our
Board of Directors and serve at its discretion.  There are no existing family
relationships between or among any of our executive officers or directors.

                                                             Director or
Name               Age   Position Held                       Officer Since
------------------ ----- ----------------------------------- ----------------

April Marino        26   President, Director                 July 9, 1999
J. Anthony de Greef 44   Secretary/Treasurer, Director       August 31, 2000

April Marino.  Mrs. Marino has worked as a secretary for First Equity
Holdings, Inc. since December 18, 1997.  From January 1995 to October 1997 she
was employed by Universal Business Insurance as a Customer Service
Representative.  She is a director in the following blank check reporting
companies: Galaxy Specialties, Inc. and  Pinecrest Services, Inc.

J. Anthony de Greef.  Mr. de Greef currently is employed by Triton Funding
Group, LLC and has been with that company since August of 2000.  From
September 1991 to August 2000 he was with B & D Properties, Inc.  He has over
10 years experience in real estate investment and property management.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and persons who own more than ten percent of a
registered class of our equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of our common stock. Officers, directors and greater than
ten-percent beneficial owners are required by SEC regulations to furnish us
with copies of all Section 16(a) reports they file.  Based upon review of the
copies of such forms furnished to us during the fiscal year ended December 31,
2001 and representations from these reporting persons that no Forms 5 were
required, we believe all filing requirements under Section 16(a) were complied
with in a timely manner.


                 ITEM 10:  EXECUTIVE COMPENSATION

     None of our named executive officers received any cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights in excess of $100,000 from us during the past three
fiscal years.  Our President, Mrs. Marino, who serves in a capacity similar to
Chief Executive Officer, did not receive compensation during the year ended
December 31, 2001.  We have not entered into employment contracts with our
executive officers and their compensation, if any, will be determined at the
discretion of our Board of Directors.


                                17
<PAGE>


Compensation of Directors

     We do not have any standard arrangement for compensation of our directors
for any services provided as director, including services for committee
participation or for special assignments.


ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the beneficial ownership of our
outstanding common stock by our management and each person or group known by
us to own beneficially more than 5% of our common stock.  Beneficial ownership
is determined in accordance with the rules of the SEC and generally includes
voting or investment power with respect to securities.  Except as indicated by
footnote, the persons named in the table below have sole voting power and
investment power with respect to all shares of common stock shown as
beneficially owned by them.  The percentage of beneficial ownership is based
on 5,400,000 shares of common stock outstanding as of March 27, 2002.



                    CERTAIN BENEFICIAL OWNERS

                                             Common Stock Beneficially Owned
                                             --------------------------------
Name and Address of           Number of Shares of
Beneficial Owners             Common Stock            Percentage of Class
---------------------------   ----------------------  ----------------------
Technology Equity Fund Corp.           500,000                    9.3%
525 South 300 East
Salt Lake City, Utah 84111

M. Jeanne Ball                         400,000                    7.4 %
968 Bloomsbury Cove
Murray, Utah 84123

Anita Patterson                        400,000                    7.4 %
588 North West Capital
Salt Lake City, Utah 84103

Mitchell T Godfrey, Trustee            395,000                    7.3%
230 North Fork Ray Creek
Townsend, MT 59644



                            MANAGEMENT

                                             Common Stock Beneficially Owned
                                             -------------------------------
Name and Address of             Number of Shares of
Beneficial Owners               Common Stock            Percentage of Class
------------------------------  ----------------------  -------------------

April Marino                           225,000                    4.2%
402 East Maxwell Lane
Salt Lake City, Utah 84115

                                18
<PAGE>

     ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The following information summarizes certain transactions we have either
engaged in the last two years or propose to engage in involving our executive
officers, directors, 5% stockholders, or immediate family members of such
persons.

     On May 15, 2000, we issued 200,000 common shares valued at $2,000 to Mrs.
Marino, our President and Director, in consideration for her services rendered
on our behalf.  This transaction was negotiated between related parties
without "arms length" bargaining and as a result the terms of this transaction
may be different than transactions between unrelated parties.



            ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

Exhibit
Number          Description
------------    ------------
3.1             Articles of Incorporation
                (Incorporate by reference to Exhibit 3.1 of Form 10-SB, filed
                March 15, 2001)

3.3             Bylaws of Libra Alliance Corporation
                (Incorporate by reference to Exhibit 3.2 of Form 10-SB, filed
                March 15, 2001)

Reports on 8-K

     None


                            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.

     Date 3/28/2002           Libra Alliance Corporation

                                  /s/ April Marino
                              By: ____________________________________
                                  April Marino, President and Director

     In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the registrant and in the capacities and on
the dates indicated.


                                  /s/ J. Anthony de Greef
     Date 3/28/2002            By:_______________________________________
                                  J. Anthony de Greef, Secretary/Treasurer
                                  and Director


                                19