UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE


ACT
      OF 1934


For the
fiscal year ended December 31, 2009





OR


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


For
transition period ___ to ____





Commission
file number: 000-32451





LIBRA
ALLIANCE CORPORATION


(Exact
name of registrant as specified in its charter)





Nevada
                  
                  91-1829866(State
      or other jurisdiction of incorporation or organization)
                  
                  (I.R.S.
      Employer Identification No.)1901 Eastpoint Parkway, Louisville,
      Kentucky
                  
                  40223(Address
      of principal executive offices)
                  
                  (Zip
      Code)





Registrant’s
telephone number, including area code:  502-244-6666




Securities
registered under Section 12(b) of the Exchange Act:  None





Securities
registered under Section 12(g) of the Exchange Act:  Common
Stock





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes  ̈   No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.


Yes  ̈   No
x





Indicate
by check mark whether the registrant (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
 ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).   Yes   ̈   No
 ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to item 405 of
Regulation S-K 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-K or any amendment to this
Form 10-K.       ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.:




Large
      accelerated filer  ̈
                Non-accelerated
      filer  ̈
              Accelerated
      filed  ̈
                Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
 ̈   No
x





The
registrant did not have an active trading market for its common stock as of the
last business day of its most recently completed second fiscal quarter;
therefore, an aggregate market value of shares of voting and non-voting common
equity held by non-affiliates cannot be determined.





The
number of shares outstanding of the registrant’s common stock as of March 26,
2010, was 18,747,533.





Documents
incorporated by reference:  None










TABLE
OF CONTENTS





PART
      IItem
      1.
                  Business
                  1Item
      2.
                  Properties
                  2Item
      3.
                  Legal
      Proceedings
                  2Item
      4.
                  [Removed
      and Reserved]
                  2PART
      IIItem
      5.
                  Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                  2Item
      6.
                  Selected
      Financial Data
                  3Item
      7.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  3Item
      8
                  Financial
      Statements and Supplementary Data
                  4Item
      9.
                  Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                  19Item
      9A(T).
                  Controls
      and Procedures
                  19Item
      9B.
                  Other
      Information
                  20PART
      IIIItem
      10.
                  Directors,
      Executive Officers and Corporate Governance
                  20Item
      11.
                  Executive
      Compensation
                  23Item
      12.
                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                  23Item
      13.
                  Certain
      Relationships and Related Transactions, and Director
      Independence
                  25Item
      14.
                  Principal
      Accounting Fees and Services
                  27PART
      IVItem
      15.
                  Exhibits,
      Financial Statement Schedules
                  29Signatures
                  
                  31







FORWARD
LOOKING STATEMENTS





The Securities and Exchange Commission
(“SEC”)
encourages companies to disclose forward-looking information so that investors
can better understand future prospects and make informed investment
decisions.  This report contains these types of
statements.  Words such as “may,” “expect,” “believe,” “anticipate,”
“estimate,” “project,” or “continue” or comparable terminology used in
connection with any discussion of future operating results or financial
performance identify forward-looking statements.  You are cautioned
not to place undue reliance on the forward-looking statements, which speak only
as of the date of this report.  All forward-looking statements reflect
our present expectation of future events and are subject to a number of
important factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.





PART I




ITEM
      1.
            BUSINESS




Historical
Development




Libra
Alliance Corporation (“Libra”) 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 to become an Internet service provider and
abandoned that business plan. Since 2001, we have been a development stage
company seeking potential candidates for a reverse merger transaction whereby we
will combine with an operating company seeking to “go public.”




The
Securities Exchange




On
February 12, 2010, we acquired Lightyear Network Solutions, LLC (“Lightyear”), a
Kentucky limited liability company, pursuant to a securities exchange agreement
(the “Exchange
Agreement”) by and among us and LY Holdings, LLC (“LYH”), a Kentucky
limited liability company.  Before the execution of the Exchange
Agreement (the “Exchange”), Lightyear
had been wholly owned by LYH.  As part of the Exchange Agreement, we
issued 10,000,000 shares of our common stock and covenanted to issue 9,500,000
shares of our preferred stock (which will be authorized and issued upon
amendment to our articles of incorporation) to LYH.  Concurrently with
the Exchange Agreement, we issued an aggregate of 3,242,533 shares of our common
stock under various contribution agreements (the “Contribution
Agreements”) with holders (the “LYH Debtholders”) of
LYH promissory notes (the “Contribution”).  As
a result of the Exchange and the Contribution, LYH owns 53.33% of our issued and
outstanding common stock and, upon issuance of the 9,500,000 shares of our
preferred stock, will own 69.0% of our common stock on an as-converted, fully
diluted basis.  Immediately after the Exchange, we began operating
Lightyear’s business of providing telecommunications services.




Immediately
before the Exchange, we had 20,000,000 shares of common stock authorized. As of
March 26, 2010, there were 18,747,533 shares of common stock issued and
outstanding.  On March 23, 2010, we delivered a Schedule 14C
Information Statement to each of our shareholders announcing that, through a
written action by LYH as the shareholder with the authority to do so, we intend
to amend our articles of incorporation to: (1) change our name to Lightyear
Network Solutions, Inc.; (2) increase our authorized shares of common stock to
70,000,000; and, (3) authorize a class of preferred stock with the rights,
privileges and preferences defined therein.  We expect to file the
amendment to our articles of incorporation during the second quarter of 2010.
After filing such amendment, we will issue the 9,500,000 shares of preferred
stock to LYH. As a result, we will have 28,247,533 shares of common stock issued
and outstanding on an as-converted, fully diluted basis.




After the
Exchange, all of the then directors and officers of Libra resigned, and the
directors of LYH and the officers of Lightyear became the directors and officers
of Libra.




As a
result of the Exchange, Lightyear has been treated as the acquiring company for
accounting purposes.  The Exchange has been accounted for as a reverse
acquisition in accordance with generally accepted accounting principles in the
United States of America.  Reported results of operations of the
combined group after completion of the Exchange will reflect Lightyear’s
operations.




1




Post
Acquisition Reporting - Rule 13a-1:




The
Exchange, discussed above, was effective February 12, 2010, after our most
recent fiscal year ended December 31, 2009. As a result, the business of Libra
no longer exists as of the date of this report. To prevent a gap in financial
reporting, in accordance with SEC Rule 13a-1, we are required to report all
information normally required in an Annual Report on Form 10-K related solely to
the business of Libra as of December 31, 2009, and for the fiscal year then
ended. Unless otherwise indicated, all of the information furnished in this
report refers solely to the business and activities of Libra before the
Exchange.




Unless
otherwise indicated or the context otherwise requires, the terms “Company,”
“we,” “us,” and “our” refer to Libra Alliance Corporation, before giving effect
to the Exchange. Unless otherwise indicated or the context otherwise requires,
the term “our business” refers to the business of Libra.




For
information regarding the ongoing business of Libra (soon to be renamed
Lightyear Network Solutions, Inc.) post-Exchange, we advise and refer the reader
to the Current Report on Form 8-K, dated February 19, 2010, and any amendments
thereto.




Our
Plan




Our
business plan was to seek, investigate, and, if warranted, acquire an interest
in a business opportunity (a “Business
Opportunity”) by merger, exchange of stock, or otherwise. We had very
limited sources of capital. As of December 31, 2009, we had begun discussions
with LYH with regard to pursuing a Business Opportunity.




As a
result of the Exchange, we ceased to be a development stage company and ceased
our search for a Business Opportunity.




Employees




As of
December 31, 2009, we had no employees.




ITEM
      2.
            PROPERTIES




As of
December 31, 2009, we did not own or lease any property.




ITEM
      3.
            LEGAL
      PROCEEDINGS




As of
December 31, 2009, we were neither a party to any proceedings nor had any
proceedings been threatened against us.




ITEM
      4.
            [Removed
      and Reserved]




PART II




ITEM
      5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES





Market
Information





Our
common stock may be traded on the OTC.BB under the symbol “LBAL.OB.” Following
the Exchange, the consolidated company is expected to be traded on the OTC.BB.
There is currently no established trading market for our common
stock.





Holders
and Dividends





We had 73
stockholders of record as of March 26, 2010. We have not declared dividends on
our common stock and do not anticipate paying dividends on our common stock in
the foreseeable future.


2




Recent
Sales of Unregistered Securities




Pursuant
to the Securities Exchange Agreement, on February 12, 2010, we issued
10,000,000shares
of common stock and covenanted to issue 9,500,000 shares of preferred stock to
LYH in exchange for 100% of the equity of Lightyear (the “Lightyear
Equity”).




The
issuance of 10,000,000shares of common stock
and the covenant to issue 9,500,000 shares of preferred stock in exchange for
the Lightyear Equity are exempt from registration under the Securities Act,
pursuant to Section 4(2) thereof and Rule 506 of Regulation D promulgated
thereunder.  We made this determination based on the representations
of Lightyear and LYH that  less than thirty-five (35) of the LYH
members were not “accredited investors” within the meaning of Rule 501 of
Regulation D promulgated under the Securities Act, and that such persons were
acquiring the common stock and preferred stock for investment purposes for their
own respective accounts and not as nominees or agents, and with a view to resale
or distribution thereof, and that said persons understood that the shares of
common stock and preferred stock may not be offered or sold in the United States
unless they are registered under the Securities Act, or an exemption from the
registration requirements of the Securities Act is available.  No
registration statement covering these securities has been filed with the SEC or
with any state securities commission in respect of the Securities
Exchange.




Pursuant
to the Contribution Agreements, on February 12, 2010, we issued 3,242,533shares of common stock
to the LYH Debtholders in exchange for their LYH promissory notes in the
aggregate principal amount of $5,149,980.




The
issuance of3,242,533shares of common stock
to the LYH Debtholders is exempt from registration under the Securities Act,
pursuant to Section 4(2) thereof and Rule 506 of Regulation D promulgated
thereunder.  Libra Alliance Corp. made this determination based on the
representations of the LYH Debtholders that each of them was an “accredited
investor” within the meaning of Rule 501 of Regulation D promulgated under the
Securities Act, and that each LYH Debtholder was acquiring the common stock for
investment purposes for his or her own respective account and not as nominee or
agent, and with a view to resale or distribution thereof, and that each LYH
Debtholder understood that the shares of common stock may not be offered or sold
in the United States unless registered under the Securities Act, or an exemption
from the registration requirements of the Securities Act is
available.  No registration statement covering these securities has
been filed with the SEC or with any state securities commission in respect of
the Securities Exchange.




Issuer
Purchases of Equity Securities




None.





ITEM
      6.
            SELECTED
      FINANCIAL DATA





Not
applicable.





ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





EXPLANATORY
NOTE




Due
to the post acquisition reporting requirements of SEC Rule 13a-1, as discussed
further in Item 1 above, the following discussion in this section entitled,
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” only refers to the business and financial position and related
results of Libra before the Exchange. It does not include any information on
Lightyear or of Libra post-Exchange. For information regarding the ongoing
business of Libra post-Exchange, we refer the reader to our Current Report on
Form 8-K filed with the SEC on February 19, 2010 and any related
amendments.




As of December 31, 2009, we were a
development stage company that had not recorded revenues for its past two fiscal
years and at December 31, 2009, we had $770 in cash and total liabilities of
$45,350.




Off-Balance
Sheet Arrangements




None.


3


ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA




Libra
Alliance Corporation





(A
Development Stage Company)





Financial
Statements





December
31, 2009 and 2008





CONTENTS





Report
      of Independent Registered Public Accounting Firm
                5Balance
      Sheets
                6Statements
      of Operations
                7Statements
      of Stockholders’ Deficit
                8Statements
      of Cash Flows
                9Notes
      to the Financial Statements
                10




4





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders


Libra
Alliance Corporation (A Development Stage Company)


Louisville,
Kentucky





We have
audited the accompanying balance sheets of Libra Alliance Corporation (a
development stage company) as of December 31, 2009 and 2008 and the related
statements of operations, stockholders’ deficit and cash flows for the years
then ended and from inception on May 5, 1997  through December 31,
2009. 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 the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.   The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, 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, 2009 and 2008 and the results of
its operations and cash flows for the years ended December 31, 2009 and 2008 and
from inception on May 5, 1997 through December 31, 2009 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 and has no operations which raise substantial doubt about its ability to
continue as a going concern.  Management’s plans in regard to these matters
are described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.









Chisholm,
Bierwolf, Nilson & Morrill


Bountiful,
Utah 84010


March 31,
2010




5





Libra
Alliance Corporation


(A
Development Stage Company)


Balance
Sheets





December 31,2009
                    
                    
                    2008ASSETSCURRENT
      ASSETSCash
                    
                    $
                    770
                    
                    
                    $
                    615Total
      Current Assets
                    
                    
                    770
                    
                    
                    
                    615TOTAL
      ASSETS
                    
                    $
                    770
                    
                    
                    $
                    615LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccounts
      Payable - related party
                    
                    $
                    9,850
                    
                    
                    $
                    9,850Accounts
      Payable
                    
                    
                    35,500
                    
                    
                    
                    30,500Total
      Current Liabilities
                    
                    
                    45,350
                    
                    
                    
                    40,350Total
      Liabilities
                    
                    
                    45,350
                    
                    
                    
                    40,350STOCKHOLDERS'
      DEFICITCommon
      Stock, $.001 par value; 20,000,000 shares authorized; 6,400,000 shares
      issued and outstanding
                    
                    
                    6,400
                    
                    
                    
                    6,400Additional
      Paid-in Capital
                    
                    
                    51,800
                    
                    
                    
                    51,800Deficit
      Accumulated During the Development Stage
                    
                    
                    (102,780
                    )
                    
                    
                    (97,935
                    )Total
      Stockholders' Deficit
                    
                    
                    (44,580
                    )
                    
                    
                    (39,735
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                    
                    $
                    770
                    
                    
                    $
                    615





The
accompanying notes are an integral part of these financial
statements


6


Libra
Alliance Corporation


(A
Development  Stage Company)


Statements
of Operations





For
      the Years Ended
                
                
                From
      Inception onDecember 31,
                
                
                May
      5, 19972009
                
                
                2008
                
                
                to Dec. 31, 2009REVENUES
                
                $
                -
                
                
                $
                -
                
                
                $
                -EXPENSESGeneral
      & Administrative
                
                
                4,845
                
                
                
                7,591
                
                
                
                102,780Total
      Expenses
                
                
                4,845
                
                
                
                7,591
                
                
                
                102,780Net
      Operating loss
                
                
                (4,845
                )
                
                
                (7,591
                )
                
                
                (102,780
                )LOSS
      BEFORE TAXES
                
                
                (4,845
                )
                
                
                (7,591
                )
                
                
                (102,780
                )TAXES
                
                
                -
                
                
                
                -
                
                
                
                -NET
      LOSS
                
                $
                (4,845
                )
                
                $
                (7,591
                )
                
                $
                (102,780
                )NET
      LOSS PER SHARE
                
                $
                (0.00
                )
                
                $
                (0.00
                )WEIGHTED
      AVERAGE SHARES OUTSTANDING
                
                
                6,400,000
                
                
                
                6,400,000





The
accompanying notes are an integral part of these financial
statements


7


Libra
Alliance Corporation


(A
Development Stage Company)


Statements
of Stockholders' Deficit


From
Inception on May 5, 1997 through December 31, 2009





Additional
                        
                        
                        Deficit
      AccumulatedCommon Stock
                        
                        
                        Paid-in
                        
                        
                        During
      theShares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Development StageCommon
      stock, issued at inception for cash at$.001
      per share
                        
                        
                        1,000,000
                        
                        
                        $
                        1,000
                        
                        
                        $
                        -
                        
                        
                        $
                        -Common
      stock, issued at inception for servicesat
      $.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
                        )Net
      (loss) for the year ended December 31, 2002
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (5,139
                        )Balance
      - December 31, 2002
                        
                        
                        5,400,000
                        
                        
                        
                        5,400
                        
                        
                        
                        42,800
                        
                        
                        
                        (50,839
                        )Common
      stock issued for services at $.01 per share
                        
                        
                        1,000,000
                        
                        
                        
                        1,000
                        
                        
                        
                        9,000
                        
                        
                        
                        -Net
      (loss) for the year ended December 31, 2003
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (11,066
                        )Balance
      - December 31, 2003
                        
                        
                        6,400,000
                        
                        
                        
                        6,400
                        
                        
                        
                        51,800
                        
                        
                        
                        (61,905
                        )Net
      (loss) for the year ended December 31, 2004
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (2,136
                        )Balance
      - December 31, 2004
                        
                        
                        6,400,000
                        
                        
                        
                        6,400
                        
                        
                        
                        51,800
                        
                        
                        
                        (64,041
                        )Net
      (loss) for the year ended December 31, 2005
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (7,082
                        )Balance
      - December 31, 2005
                        
                        
                        6,400,000
                        
                        
                        
                        6,400
                        
                        
                        
                        51,800
                        
                        
                        
                        (71,123
                        )Net
      (loss) for the year ended December 31, 2006
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (9,025
                        )Balance
      - December 31, 2006
                        
                        
                        6,400,000
                        
                        
                        
                        6,400
                        
                        
                        
                        51,800
                        
                        
                        
                        (80,148
                        )Net
      (loss) for the year ended December 31, 2007
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (10,196
                        )Balance
      - December 31, 2007
                        
                        
                        6,400,000
                        
                        
                        
                        6,400
                        
                        
                        
                        51,800
                        
                        
                        
                        (90,344
                        )Net
      (loss) for the year ended December 31, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (7,591
                        )Balance
      - December 31, 2008
                        
                        
                        6,400,000
                        
                        
                        
                        6,400
                        
                        
                        
                        51,800
                        
                        
                        
                        (97,935
                        )Net
      (loss) for the year ended December 31, 2009
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (4,845
                        )Balance
      - December 31, 2009
                        
                        
                        6,400,000
                        
                        
                        $
                        6,400
                        
                        
                        $
                        51,800
                        
                        
                        $
                        (102,780
                        )





The
accompanying notes are an integral part of these financial
statements


8


Libra
Alliance Corporation


(Development
Stage Company)


Statements
of Cash Flows





From
      Inception onFor
      the years ended
                
                
                May
      5, 1997December 31,
                
                
                Through2009
                
                
                2008
                
                
                December 31, 2009Cash
      Flows from Operating ActivitiesNet
      Loss
                
                $
                (4,845
                )
                
                $
                (7,591
                )
                
                $
                (102,780
                )Adjustments
      to reconcile net (loss) to cash provided (used) by operating
      activities:Shares
      issued for services
                
                
                -
                
                
                
                -
                
                
                
                22,200Changes
      in assets and liabilities:Increase
      in Accounts Payable and Accrued Expenses
                
                
                5,000
                
                
                
                4,600
                
                
                
                45,350Net
      Cash Provided (Used) by Operating Activities
                
                
                155
                
                
                
                (2,991
                )
                
                
                (35,230
                )Cash
      Flows from Investing Activities:
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      Flows from Financing Activities:Common
      stock issued for cash
                
                
                -
                
                
                
                -
                
                
                
                36,000Net
      cash Provided by Financing Activities
                
                
                -
                
                
                
                -
                
                
                
                36,000Increase
      (Decrease) in Cash
                
                
                155
                
                
                
                (2,991
                )
                
                
                770Cash
      - beginning of period
                
                
                615
                
                
                
                3,606
                
                
                
                -Cash
      - end of period
                
                $
                770
                
                
                $
                615
                
                
                $
                770Supplemental
      Cash Flow Information:Stock
      issued for services
                
                $
                -
                
                
                $
                -
                
                
                $
                22,200Cash
      Paid For:Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      Taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -





The
accompanying notes are an integral part of these financial
statements


9


Libra
Alliance Corporation


(A
Development Stage Company)


Notes to
the Financial Statements


December
31, 2009 and 2008





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 is currently searching for
business opportunities and its current operations are directed more to raising
capital, SEC filings and limited operations.





b.
            Recognition
      of Revenue.





The
Company has adopted FASB ASC 605 which provides guidance on the recognition,
presentation and disclosure of revenue in financial statements filed with the
SEC. FASB ASC 605 outlines the basic criteria that must be met to recognize
revenue and provides guidance for disclosure related to revenue recognition
policies.  In general, the Company recognizes revenue related to
monthly services provided when (i) persuasive evidence of an arrangement exists,
(ii) delivery has occurred or services have been rendered, (iii) the fee is
fixed or determinable and (iv) collectability is reasonably
assured.





c.
            Loss
      Per Share





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.





For the Years Ended
                        December 31,2009
                      
                      
                      2008Net
      Loss
                      
                      $
                      (4,845
                      )
                      
                      $
                      (7,591
                      )Weighted
      Average Number of Shares Outstanding
                      
                      
                      6,400,000
                      
                      
                      
                      6,400,000Basic
      Loss per Common Share
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )





d.
            Cash
      and Cash Equivalents





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





e.           
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




10


Libra
Alliance Corporation


(A
Development Stage Company)


Notes to
the Financial Statements


December
31, 2009 and 2008





NOTE 1 -
Summary of Significant Accounting Policies (continued)





f.       
     Subsequent events





The
Company has evaluated subsequent events from the balance sheet date through the
date the financial statements were issued.  (see Note 9)





NOTE 2 -
Income Taxes





The
Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior
authoritative literature: Financial Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN
48). FASB ASC 740-10 clarifies the accounting for uncertainty in income
taxes recognized in an enterprise's financial statements in accordance with
prior literature FASB Statement No. 109, Accounting for Income Taxes.  This
standard requires a company to determine whether it is more likely than not that
a tax position will be sustained upon examination based upon the technical
merits of the position. If the more-likely-than- not threshold is met, a company
must measure the tax position to determine the amount to recognize in the
financial statements.  As a result of the implementation of this standard,
the Company performed a review of its material tax positions in accordance with
recognition and measurement standards established by FASB ASC
740-10.




Deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss and tax credit carry-forwards and
deferred tax liabilities are recognized for taxable temporary differences.
 Temporary differences are the differences between the reported amounts of
assets and liabilities and their tax basis.  Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized.  Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.





Deferred
tax assets and the valuation account are as follows:





For the Years Ended
                    December 31,2009
                  
                  
                  2008Deferred
      tax asset:Net
      operating loss carryforward
                  
                  $
                  34,945
                  
                  
                  $
                  33,298Valuation
      allowance
                  
                  
                  (34,945
                  )
                  
                  
                  (33,298
                  )$
                  -
                  
                  
                  $
                  -




11


Libra
Alliance Corporation


(A
Development Stage Company)


Notes to
the Financial Statements


December
31, 2009 and 2008





NOTE 2 –
Income Taxes (continued)





The
components of income tax expense are as follows:





For the Years Ended
                    December 31,2009
                  
                  
                  2008Current
      Federal tax
                  
                  $
                  -
                  
                  
                  $
                  -Current
      State tax
                  
                  
                  -
                  
                  
                  
                  -Change
      in NOL benefit
                  
                  
                  1,647
                  
                  
                  
                  2,581Change
      in valuation allowance
                  
                  
                  (1,647
                  )
                  
                  
                  (2,581
                  )$
                  -
                  
                  
                  $
                  -





The
Company has adopted FASB ASC 740-10 to account for income taxes. The Company
currently has no issues creating timing differences that would mandate deferred
tax expense. Net operating losses would create possible tax assets in future
years. Due to the uncertainty of the utilization of net operating loss carry
forwards, a valuation allowance has been made to the extent of any tax benefit
that net operating losses may generate.  A provision for income taxes
has not been made due to net operating loss carry-forwards of $ 102,780 and $
97,935 as of December 31, 2009 and December 31, 2008, respectively, which may be
offset against future taxable income through 2029. No tax benefit has been
reported in the financial statements.





A
reconciliation of the beginning and ending amount of unrecognized tax benefits
is as follows:





For the Years Ended
                    December 31,2009
                  
                  
                  2008Beginning
      Balance
                  
                  $
                  -
                  
                  
                  $
                  -Additions
      based on tax positions related to current year
                  
                  
                  -
                  
                  
                  
                  -Additions
      for tax positions of prior years
                  
                  
                  -
                  
                  
                  
                  -Reductions
      for tax positions of prior years
                  
                  
                  -
                  
                  
                  
                  -Reductions
      in benefit due to income tax expense
                  
                  
                  -
                  
                  
                  
                  -Ending
      Balance
                  
                  $
                  -
                  
                  
                  $
                  -





The
Company did not have any tax positions for which it is reasonably possible that
the total amount of unrecognized tax benefits will significantly increase or
decrease within the next 12 months.





The
Company includes interest and penalties arising from the underpayment of income
taxes in the statements of operations in the provision for income taxes.
 As of December 31, 2009 and 2008, the Company had no accrued interest or
penalties related to uncertain tax positions.





The tax
years that remain subject to examination by major taxing jurisdictions are those
for the years ended December 31, 2008, 2007 and 2006.


12


Libra
Alliance Corporation


(A
Development Stage Company)


Notes to
the Financial Statements


December
31, 2009 and 2008





NOTE 3 -
Going Concern





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company has minimal 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 4 -
Development Stage Company





The
Company is a development stage company as defined in FASB ASC 915.  It
is concentrating substantially all of its efforts in raising capital and
defining its business operation in order to generate significant
revenues.





NOTE 5 -
Related Party Transactions





Through
the year ended December 31, 2009, the Company incurred $9,850 of professional
fees payable to professionals affiliated with First Equity Holdings
Corp.  An officer of the Company is also an employee of First Equity
Holdings Corp.





NOTE 6 -
Capitalization





In 1997
the Company issued 1,000,000 shares of common stock for cash of $1,000 ($.001
per share).  The Company issued 200,000 shares of stock for services
valued at $200.  It also issued 3,500,000 shares for cash of $35,000
($.01 per share).





In 2000
the Company issued 200,000 shares of stock for services valued at
$2,000.  It also issued 500,000 shares of stock for services valued at
$10,000.





During
2003, the Company issued 1,000,000 shares of stock for services valued at
$10,000 (or $.01 per share).





There was no stock issued during 2008
and 2009.





NOTE 7 –
Fair Value of Financial Instruments





On
January 1, 2008, the Company adopted FASB ASC 820-10-50, “Fair Value
Measurements.”  This guidance defines fair value, establishes a
three-level valuation hierarchy for disclosures of fair value measurement and
enhances disclosure requirements for fair value measures.  The three
levels are defined as follows:





-
            Level
      1 inputs to the valuation methodology are quoted prices (unadjusted) for
      identical assets or liabilities in active
  markets.





-
            Level
      2 inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      for the asset or liability, either directly or indirectly, for
      substantially the full term of the financial
  instrument.


13


Libra
Alliance Corporation


(A
Development Stage Company)


Notes to
the Financial Statements


December
31, 2009 and 2008





NOTE 7 –
Fair Value of Financial Instruments (continued)





-    Level 3 inputs
to valuation methodology are unobservable and significant to the fair
measurement.





The
carrying amounts reported in the balance sheets for the cash and cash
equivalents, receivables and current liabilities each qualify as financial
instruments and are a reasonable estimate of fair value because of the short
period of time between the origination of such instruments and their expected
realization and their current market rate of interest.





NOTE 8 -
Recent Pronouncements





In March
2008, the FASB issued FASB ASC 815-10 (Prior authoritative literature: SFAS No.
161, “Disclosures about
Derivative Instruments and Hedging Activities-an amendment of FASB Statement No.
133” (SFAS 161), which is effective January 1, 2009.  FASB ASC
815-10 requires enhanced disclosures about derivative instruments and hedging
activities to allow for a better understanding of their effects on an entity’s
financial position, financial performance, and cash flows.  Among
other things, this standard requires disclosures of the fair values of
derivative instruments and associated gains and losses in a tabular
format.  This standard is not currently applicable to the Company
since it does not have derivative instruments or engage in hedging
activity.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162), which provides the framework for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities. With the issuance of SFAS 162,
the GAAP hierarchy for non-governmental entities will move from auditing
literature to accounting literature. The adoption of SFAS 162 did not have a
material impact on the Company’s financial position, results of operations or
cash flows.





In May
2008, the FASB issued FASB ASC 470 “Debt” formerly referenced as
FSP APB No. 14-1, “Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)”.  FASB ASC 470 clarifies
that convertible debt instruments that may be settled in cash upon either
mandatory or optional conversion (including partial cash settlement) are not
addressed by paragraph 12 of APB Opinion No. 14, “Accounting for Convertible Debt and
Debt issued with Stock Purchase Warrants.”  FASB ASC 470 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. The adoption
of FASB ASC 470 did not have a material impact on our financial position,
results of operations or cash flows.


14


Libra
Alliance Corporation


(A
Development Stage Company)


Notes to
the Financial Statements


December
31, 2009 and 2008





NOTE 8 -
Recent Pronouncements (Continued)





In May
2008, the FASB issued FASB ASC 944, formerly referenced as SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts”.   FASB ASC 944 clarifies how SFAS
No. 60, “Accounting and
Reporting by Insurance Enterprises”, applies to financial guarantee
insurance contracts issued by insurance enterprises, and addresses the
recognition and measurement of premium revenue and claim liabilities. It
requires expanded disclosures about contracts, and recognition of claim
liability before an event of default when there is evidence that credit
deterioration has occurred in an insured financial obligation. It also requires
disclosure about (a) the risk-management activities used by an insurance
enterprise to evaluate credit deterioration in its insured financial
obligations, and (b) the insurance enterprise's surveillance or watch list. The
adoption of FASB ASC 944 did not have a material impact on our financial
position, results of operations or cash flows.





In June
2008, the FASB issued FSP EITF No. 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities”
(FSP EITF 03-6-1).  FSP EITF 03-6-1 mandates that unvested share-based
payment awards that contain nonforfeitable rights to dividends or dividend
equivalents be considered participating securities and be included in the
computation of earnings per share  pursuant to the two-class method.
This change will become effective for our fiscal year beginning January 2009,
and requires retrospective application for all periods presented. The adoption
of FSP EITF 03-6-1 did not have a material impact on the Company’s financial
position, results of operations or cash flows.





In June
2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument
(or Embedded Feature) Is Indexed to an Entity’s Own Stock” (EITF 07-5).
EITF 07-5 mandates a two-step process for evaluating whether an equity-linked
financial instrument or embedded feature is indexed to the entity’s own stock.
This Issue is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years. Earlier application by an entity that has previously adopted an
alternative accounting policy is not permitted.  The adoption of EITF
07-5 did not have a material impact on the Company’s financial position, results
of operations or cash flows.





In April
2009 an update was made to the FASB ASC 820, “Fair Value Measurements and
Disclosures”,that provides additional guidance for estimating fair value
when the volume and level of activity for the asset or liability have
significantly decreased.  This update is effective for interim and
annual periods ending after June 15, 2009 with early adoption permitted for
periods ending after March 15, 2009.  The adoption of this guidance
did not have a material impact on the Company’s financial position, results of
operations or cash flows.





In April
2009, an update was made to FASB ASC 825, “Financial Instruments”, which
requires a publicly traded company to include disclosures about the fair value
of its financial instruments whenever it issues summarized financial information
for interim reporting periods.  This update is effective for interim
reporting periods ending after June 15, 2009, with early adoption permitted for
periods ending after March 15, 2009.  The adoption of this guidance
did not have a material impact on the Company’s financial position, results of
operations or cash flows.


15


Libra
Alliance Corporation


(A
Development Stage Company)


Notes to
the Financial Statements


December
31, 2009 and 2008





NOTE 8 -
Recent Pronouncements (Continued)





In
      June 2009, the FASB issued FASB ASC 105, “The FASB Generally Accepted
      Accounting Principles”, which establishes the FASB Accounting
      Standards Codification (the Codification) as the source of authoritative
      accounting principles recognized by the FASB to be applied by
      nongovernmental entities in the preparation of financial statements in
      conformity with generally accepted accounting principles (GAAP), aside
      from those issued by the Securities and exchange
      Commission.  The Codification became effective for interim and
      annual periods ending after September 15, 2009.  Existing GAAP
      was not intended to be changed as a result of the Codification, and
      accordingly the change did not impact the Company’s financial
      statements.





On
      May 28, 2009 the FASB announced the issuance of FASB ASC 855, “Subsequent Events”,
      formerly referenced as SFAS No. 165, Subsequent
      Events.  FASB ASC 855 should not result in significant
      changes in the subsequent events that an entity
      reports.  Rather, FASB ASC 855 introduces the concept of
      financial statements being available to be issued.  Financial
      statements are considered available to be issued when they are complete in
      a form and format that complies with generally accepted accounting
      principles (GAAP) and all approvals necessary for issuance have been
      obtained.





In August 2009, the FASB issued
Accounting Standards Update (ASU) No. 2009-05, “Measuring Liabilities at Fair Value”(ASU 2009-05).  The amendments in this ASU apply to all
entities that measure liabilities at fair value and provides clarification that
in circumstances in which a quoted price in an active market for the identical
liability is not available, an entity is required to measure fair value using
one or more techniques laid out in this ASU.  The guidance provided in
this ASU is effective for the first reporting period beginning after
issuance.  The adoption of this ASU did not have a material impact on
the Company’s financial statements.





In October 2009, the FASB issued ASU
No. 2009-13” Revenue
recognition-Multiple deliverable revenue arrangements”.  The
ASU provides amendments to the criteria in Revenue recognition - Multiple
deliverable revenue arrangements for separating consideration in multiple
revenue arrangements.  The amendments in this ASU establish a selling
price hierarchy for determining the selling price of a
deliverable.  Further, the term fair value in the revenue
guidance will be replaced with selling price to clarify that
the allocation of revenue is based on entity-specific assumptions rather than
assumptions of a market place participant.  The amendments in this ASU
will be effective prospectively for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15,
2010.  Early adoption is permitted.  The Company does not
expect the adoption of this ASU to have a material impact on its financial
statements.





Many of the above new pronouncements do
not have current application to the Company, but may be applicable to the
Company's future financial reporting.




16


Libra
Alliance Corporation


(A
Development Stage Company)


Notes to
the Financial Statements


December
31, 2009 and 2008





NOTE 9 –
Subsequent Events





Exchange
Transaction





Master
Transaction Agreement





On
February 12, 2010, the Company entered into a master transaction agreement (the
“Exchange Transaction”) with LY Holdings, LLC (“LYH”), a Kentucky limited
liability company, and holders of LYH’s convertible promissory notes (the
“Convertible Debtholders”), comprised of a Securities Exchange Agreement and a
Securities Contribution Agreement. The transactions under the Master Transaction
Agreement are deemed to be a merger intended to qualify as a tax-free unified
exchange of property for stock under Section 351 of the Internal Revenue Code of
1986.





The
Company is currently authorized to issue 20,000,000 shares of Company common
stock. The Company currently has no preferred stock authorized. As of
immediately before the Exchange Transaction, there were 6,400,000 shares of
Company common stock issued and outstanding. The issuances of Company stock
under the Securities Exchange Agreement and the Contribution Agreements are
intended to be exempt from registration under the Securities Act of 1933, as
amended (the “Securities Act”), pursuant to Section 4(2) thereof and Regulation
D promulgated thereunder.





Securities
Exchange Agreement





On
February 12, 2010, the Company and LYH entered into the Securities Exchange
Agreement, which provided for LYH’s exchange of its 100% membership interest in
Lightyear Network Solutions, LLC (“Lightyear”), a Kentucky limited liability
company, for 10,000,000 shares of Company common stock to be issued at closing
and an additional 9,500,000 shares of the Company’s preferred stock to be issued
after the Company increases its authorized shares. In addition, certain existing
Libra shareholders agreed to cancel approximately 895,000 of their outstanding
shares of Company common stock.  After LYH receives the preferred
stock, it is expected that LYH will own approximately 69% of the Company’s
outstanding common stock on a fully-diluted, as-converted basis.





Securities
Contribution Agreement





On
February 12, 2010, the Company and the holders of LYH’s promissory notes entered
into the Securities Contribution Agreements, which provided for the contribution
by the holders of LYH’s promissory notes to the Company. In exchange for the
aggregate of approximately $5,150,000 of promissory notes, the Company issued an
aggregate of 3,242,533 shares of Company common stock to LYH’s former
debtholders.  These former debtholders are expected to be the holders
of approximately 11.5% of Company common stock on a fully diluted basis after
the issuance of the Company preferred stock to LYH.





The
Exchange Transaction will be accounted for as a “reverse merger” and
recapitalization since the sellers of Lightyear will control the combined
company immediately following the completion of the transaction. Lightyear will
be deemed to be the accounting acquirer in the transaction and, consequently,
the transaction is treated as a recapitalization of Lightyear. Accordingly, the
assets and liabilities and the historical operations that are reflected in the
financial statements will be those of Lighyear and will be recorded at the
historical cost basis of Lightyear. The Company’s assets, liabilities and
results of operations will be consolidated with the assets, liabilities and
results of operations of Lightyear after consummation of the acquisition. Such
transaction was finalized on February 12, 2010.




17


Libra
Alliance Corporation


(A
Development Stage Company)


Notes to
the Financial Statements


December
31, 2009 and 2008





NOTE 9 –
Subsequent Events(Continued)





Amendment to Articles of
Incorporation





On
February 25, 2010, the Company’s stockholders approved an amendment to the
Articles of Incorporation (1) changing the name of Libra to Lightyear Network
Solutions, Inc., (2) increasing the number of authorized shares of common stock
to 70,000,000 and (3) authorizing 9,500,000 shares of preferred stock. The
preferred stock was designated to (a) vote as a single class with shares of
common stock; (b) have a stated value of $2.00 per share; (c) have dividends of
5% of the stated value, when and if declared; (d) have conversion rights into
one share of common stock; (e) have the right to elect a majority of the board
of directors for so long as the originally issued preferred stock is
outstanding; (f) have a liquidation preference equal to the sum of the stated
value and all accrued but unpaid dividends; (g) have a premium upon a change of
control transaction equal to the liquidation preference; and (h) have
certain negative covenants regarding the declaration of dividends, the issuance
of additional preferred stock and the issuance of debt.   The Company
expects to issue the 9,500,000 shares of covenanted preferred stock to LYH
during the second quarter of 2010, following the effectiveness to the Amendment
to the Articles of Incorporation.





Credit
Facility





On March
17, 2010, the Company’s wholly owned subsidiary, Lightyear, entered into a
closed end credit facility (“the Note”) with a limited future multiple advance
feature, representing an arrangement that allows Lightyear to obtain
advances without giving the bank a separate note for each advance. 
Lightyear shall be entitled to borrow up to the full principal amount of
$1,000,000 of the Note from time to time, but only up through, and not after,
June 16, 2010, subject to some limitations.  The Note bears interest at the
prime rate plus 4% but not less than 7.25% per annum.  Beginning on April
30, 2010 through June 30, 2010, Lightyear shall pay all accrued but unpaid
interest.  Beginning on July 30, 2010, Lightyear shall make monthly
payments of all accrued but unpaid interest plus monthly principal payments in
the amount of $111,112 each, unless and until the outstanding principal balance
of the Note is paid in full.  In addition to the payments described above,
Lightyear shall make payments against the principal balance of the Note, 50% of
all net proceeds in excess of $1,000,000 and up to $2,000,000 from the sale of
equity securities in the Company, unless and until the outstanding principal
balance of the Note is paid in full.   The Note matures on March 30,
2011.  The Note is secured by a security interest in all tangible and
intangible assets of Lightyear, including lockbox accounts and its operating
account, and by the personal guaranties of an officer and a director of the
Company.


18


ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND
      FINANCIAL DISCLOSURE





During
the two most recent fiscal years we have not had a change in, or disagreement
with, our independent registered public accounting firm.  On February
19, 2010, we engaged Marcum LLP as our principal independent registered public
accounting firm.  Chisholm, Bierwolf, Nilson & Morrill LLP
(“Chisholm”), our former principal independent registered public accounting
firm, remains engaged by us solely to complete the audit of our financial
statements for the fiscal year ended December 31, 2009.





During
the most recent fiscal year and the subsequent interim period before February
12, 2010, Libra Alliance Corp. did not consult Marcum LLP regarding either: (i)
the application of accounting principles to a specified transaction, completed
or proposed, or the type of audit opinion that might be rendered on its
financial statements, or (ii) any matter that was either the subject of a
disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or the related
instructions thereto or a “reportable event” as described in Item 304(a)(1)(v)
of Regulation S-K.





ITEM
      9A(T).
            CONTROLS
      AND PROCEDURES





Disclosure
Controls and Procedures





We
maintained disclosure controls and procedures that were designed to ensure that
information required to be disclosed in our Exchange Act reports were recorded,
processed, summarized and reported within the time periods specified in the U.S.
Securities and Exchange Commission rules and forms, and that such information
was accumulated and communicated to our management as appropriate, to allow
timely decisions regarding required disclosure. An evaluation was performed
under the supervision and with the participation of Libra’s management,
including the former chief executive officer and the former chief financial
officer, of the effectiveness of the design and operation of our disclosure
procedures. Based on the former management's evaluation as of the end of the
period covered by this Annual Report, we have concluded that our disclosure
controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) were effective
to ensure that the information required to be disclosed by us in the reports
that we filed under the Exchange Act is gathered, analyzed and disclosed with
adequate timeliness, accuracy and completeness.





Management’s
Annual Report on Internal Control over Financial Reporting





Management
is responsible to establish and maintain adequate internal control over
financial reporting. Our principal executive officer is responsible to design or
supervise a process that provides reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. The
policies and procedures include:





·
            maintenance
      of records in reasonable detail to accurately and fairly reflect the
      transactions and dispositions of
assets,


·
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures are being made
      only in accordance with authorizations of management and directors;
      and,


·
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of assets that could have a
      material effect on our financial
statements.





It should
be noted, however, that because of its inherent limitations, internal control
over financial reporting cannot provide absolute assurance of the prevention or
detection of misstatements.  In addition, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.





For the
year ended December 31, 2009, Libra’s management relied on the Committee of
Sponsoring Organizations of the Treadway Commission (COSO), “Internal Control -
Integrated Framework,” issued in 1992, to evaluate the effectiveness of our
internal control over financial reporting. Based upon that framework, management
determined that our internal control over financial reporting is
effective.


19





This
annual report does not include an attestation report of our registered public
accounting firm regarding management’s report on internal control over financial
reporting. The management’s report was not subject to attestation by the our
registered public accounting firm pursuant to temporary rules of the SEC that
permit the company to provide only the management’s report in this annual
report.





Changes
in Internal Controls





There
were no changes in our internal controls or in other factors that could
significantly affect these controls, during our fourth quarter ended December
31, 2009, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.





ITEM
      9B.
            OTHER
      INFORMATION





None.





PART III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Directors
and Executive Officers





Before
the closing of the Exchange Agreement on February 12, 2010, April Erickson and
Anthony S. Clayton served as directors of the Company.  Upon closing
of the Securities Exchange Agreement, Anthony S. Clayton resigned as a director
of Libra and J. Sherman Henderson III was appointed to serve as a
director.  In accordance with Rule 14f-1 of the Exchange Act, on March
4, 2010, 10 days after the filing of an information statement on Schedule 14f-1
on February 22, 2010, and the transmission of such information statement to all
holders of record of Libra common stock, the resignation of April Erickson as a
director became effective.  At that time the number of directors was
increased to five and Chris T. Sullivan, Ronald L. Carmicle, W. Brent Rice, and
Rigdon O. Dees III were appointed as directors until the Company’s next annual
meeting of shareholders or until the director’s earlier death, resignation or
removal.





Below are
the names and certain information regarding Libra’s executive officers and
directors. Our executive officers are chosen by the board of directors and serve
at its discretion. There are no existing family relationships between or among
any of our executive officers or directors.





Name
                    
                    Age
                    
                    Position Held
                    
                    Director/Officer SinceJ.
      Sherman Henderson III
                    
                    
                    67
                    
                    
                    Director,
      President and Chief Executive Officer
                    
                    February
      12, 2010Chris
      T. Sullivan
                    
                    
                    62
                    
                    
                    Director
                    
                    March
      4, 2010W.
      Brent Rice
                    
                    
                    56
                    
                    
                    Director
                    
                    March
      4, 2010Ronald
      L. Carmicle
                    
                    
                    61
                    
                    
                    Director
                    
                    March
      4, 2010Rigdon
      O. Dees III
                    
                    
                    60
                    
                    
                    Director
                    
                    March
      4, 2010Elaine
      G. Bush
                    
                    
                    53
                    
                    
                    Chief
      Financial Officer
                    
                    February
      12, 2010Stephen
      M. Lochmueller
                    
                    
                    57
                    
                    
                    Chief
      Operating Officer
                    
                    February
      12, 2010John
      J. Greive
                    
                    
                    44
                    
                    
                    Vice
      President of Regulatory Affairs
                      and
      General Counsel
                    
                    February
      12, 2010




20


Directors





J.
Sherman “Sherm” Henderson III





Sherm
Henderson has been a director of LYH and President and Chief Executive Officer
of Lightyear since 2004 and serves in those same capacities with
Libra.  Mr. Henderson has more than 36 years of business
experience, including company ownership, sales, marketing and management. His
experience in the telecommunications industry began in 1986 when he oversaw
Charter Network, a long-distance carrier serving the Midwestern United States.
Mr. Henderson founded UniDial in 1993 and just finished serving his sixth
term as chairman of COMPTEL, the leading telecom industry association
comprised of more than 400 member companies.  Mr. Henderson is a
graduate of Florida State University, with a B.A. degree in Business
Administration.  Mr. Henderson is also a director of Beacon Enterprise
Solutions Group, Inc. and serves on that company’s compensation
committee.





In 2000,
UniDial changed its name to Lightyear Communications, Inc. On April 29, 2002,
Lightyear Communications, Inc. (and its parent company Lightyear Holdings,
Inc.)filed for
bankruptcy to reorganize under Chapter 11 but sold its assets.  In
2004, LYH acquired the majority of the operating assets of the predecessor
companies for total consideration of approximately $37 million. Mr. Henderson
brings to the Board extensive experience in the telecommunications industry.
Also, his intimate knowledge of the Company allows him to provide a unique
understanding of Company operations to the Board.





Chris
T. Sullivan





Chris T.
Sullivan has been a director of LYH since 2004 and serves in that capacity with
Libra.  Mr. Sullivan is a founder of the Outback Steakhouse restaurant
company which opened its first store in 1988 and, until 2007 served as CEO and
Chairman of the Board of OSI Restaurant Partners, Inc.  Mr. Sullivan
is currently employed by KHI Holdings LLC and MVP Holdings LLC.  Both
companies are privately owned, and Mr. Sullivan serves on the boards of
both.  Mr. Sullivan is a graduate of the University of Kentucky with a
degree in Business and Economics.





Mr.
Sullivan brings to the Board entrepreneurial success.  As a founder
and former chairman of Outback Steakhouse, Mr. Sullivan provides to the Board an
entrepreneurial spirit and strong business acumen.





W.
Brent Rice





W. Brent
Rice has been a director of LYH since 2003 and serves in that capacity with
Libra.  Mr. Rice is an attorney, a long-time partner in the firm of
McBrayer, McGinnis, Leslie and Kirkland in Lexington, Kentucky, and a real
estate developer.  His practice is concentrated in business law,
utility law, sports and entertainment, and governmental
relations.  Mr. Rice received his undergraduate degree from the
University of Kentucky and his law degree from the University of Louisville Law
School.





Mr.
Rice’s legal background brings a different perspective to the
Board.  His expertise in business and utility law provides the Board
important governance and regulatory experience.





Ronald
L. Carmicle





Ronald L.
Carmicle has been a director of LYH since 2004 and serves in that capacity with
Libra.  Mr. Carmicle has been the President of River City Development
Corporation for over 30 years.  River City specializes in the
construction and installation of brick, concrete block, limestone and
architectural precast.  Mr. Carmicle currently serves as Chairman of
Central Bank of Jefferson County, Chairman of Construction Training Institute,
Vice Chair of the Kentucky State Fair Board, and Board Member of Daniel Pitino
Foundation.  Mr. Carmicle is a graduate of Western Kentucky
University.





Mr.
Carmicle brings extensive leadership experience as an executive and a director
of a private company.  He also provides the Board with his experience
gained as a director of several non-profit companies.




21


Rigdon
O. “Rick” Dees III





Rick Dees
has been a director of LYH since 2004 and serves in that capacity with
Libra.  Mr. Dees is a world renowned radio and comedic
performer.  His internationally syndicated radio show, the Rick Dees Weekly
Top 40, is heard each weekend by more than 70 million people around the
world.  Mr. Dees has garnered many accolades, including a Grammy Award
nomination, Billboard Radio Personality of the Year ten years in a row, the
Marconi Award, the National Radio Hall of Fame, and his induction into the
National Association of Broadcasters’ Hall of Fame.  Mr. Dees graduated
from the University of North Carolina at Chapel Hill with a bachelor’s degree in
Radio, TV and Motion Pictures, and is an inductee in the North Carolina
Broadcast Hall of Fame.





Mr. Dees
brings a wealth of diverse knowledge to the Board.  Mr. Dees’
experience as both an entertainer and business person provides the Board with a
unique leadership perspective.





Executive
Officers





On
February 12, 2010, April Erickson resigned as President of Libra and Anthony S.
Clayton resigned as Secretary and Treasurer of Libra. The board of directors
appointed J. Sherman Henderson III to serve as Chief Executive Officer, Elaine
G. Bush to serve as Chief Financial Officer, Stephen M. Lochmueller to serve as
Chief Operating Officer and John Greive to serve as Vice President of Regulatory
Affairs.





Elaine
G. Bush — Chief Financial Officer





Elaine
Bush has been Lightyear’s Chief Financial Officer since its inception and will
remain in that position at Libra. Ms. Bush began her career with UniDial in 1993
as a consultant setting up the company’s accounting system and department. In
1996, she joined the company as Controller. Ms. Bush is a Certified Public
Accountant with over 25 years of experience. Ms. Bush has operated her own
accounting consultancy and held positions of progressive responsibilities at
other companies. She received her B.S. in Accounting at the University of
Louisville.





Stephen
M. Lochmueller – Chief Operating Officer





Stephen
Lochmueller has been Chief Operating Officer of Lightyear since 2009 and will
remain in that position at Libra. Mr. Lochmueller has more than 30 years of
entrepreneurial business experience. His management and leadership skills
include startups, multi-channel distribution, P & L, turnarounds and
executive level oversight. His entry into the telecommunications industry began
in 1985 when he joined McCaw Cellular as a General Manager. In late 1992, Mr.
Lochmueller was appointed as the Commonwealth of Kentucky’s Technology &
Communications Liaison to state agencies by then governor Brereton Jones. In
late 1993, Mr. Lochmueller became Vice-President of Horizon Cellular until he
was recruited to be an Area General Manager for startup Nextel Partners. In the
early 2000s, Mr. Lochmueller served as Regional Vice President for Leap
Wireless, a spin-off of Qualcomm. Mr. Lochmueller is a graduate of the
University of Kentucky with a BGS degree.





John
J. Greive — Vice President of Regulatory Affairs & General
Counsel





John
Greive has been Vice President of Regulatory Affairs and General Counsel of
Lightyear since its inception and will remain in that position at Libra. Mr.
Greive also serves as Lightyear’s Corporate Secretary. Before joining UniDial in
1996, he was a partner at Chandler, Saksefski & Greive and worked as an
associate in the corporate section of a mid-sized law firm in Louisville. Mr.
Greive has remained with the Lightyear entities since 1996. Mr. Greive received
his B.S. in Mathematics from Bellarmine University and his Juris Doctor from the
University of Louisville.





Compliance
with Section 16(a) of the Exchange Act





Section
16(a) of the Exchange Act, as amended, requires the Company’s officers and
directors and persons who own more than ten percent of a registered class of the
Company's equity securities, to file reports of ownership on Form 3 and changes
in ownership on Form 4 or Form 5 with the SEC. Such officers, directors and 10%
stockholders are also required by SEC rules to furnish the Registrant with
copies of all Section 16(a) forms they file. Based solely on its review of the
copies of such forms received by it, the Company believes that, during the
fiscal year ended December 31, 2009, all Section 16(a) filing requirements
applicable to its officers, directors and 10% stockholders were satisfied except
that we believe that our former director, Anthony S. Clayton, failed to file a
Form 3 upon being appointed a director in March 2008 and has not remedied this
omission.




22


Code
of Ethics





Libra has
adopted a Code of Ethics that applies to the Company’s principal executive
officer and principal financial officer.  A copy of the Code of Ethics
is attached as Exhibit 14.1 to this Annual Report on Form 10-K.





Committees





As of
this date, the Board has not appointed an audit committee, compensation
committee or nominating/corporate governance committee.  The Company
currently is not required to have such committees.  The functions
ordinarily handled by these committees are currently handled by the Board;
however, the Board intends to review the Company’s governance structure and
establish board committees as necessary and advisable in the future to
facilitate the management of the Company’s business.





The Board
neither has a nominating committee for persons to be proposed as directors for
election to the Board nor a formal method of communicating nominees from
stockholders.  There are no restrictions on stockholder nominations
under the Articles or by-laws.The only restrictions
are those applicable generally under Nevada law and the federal proxy
rules.  Currently, the entire Board evaluates nominees on the
recommendation of one or more members of the Board.  The Board will
consider suggestions from individual stockholders, subject to evaluation of the
nominee’s merits. Stockholders may communicate nominee suggestions directly to
any of the Board members, accompanied by biographical details and a statement of
support for the nominees. The suggested nominee must also provide a statement of
consent prior to being considered for nomination.





The
Company does not have an “audit committee financial expert” as such term is
defined in the rules promulgated under the Securities Act and the Exchange
Act.





ITEM
      11.
            EXECUTIVE
      COMPENSATION





Executive
Officer Compensation





Our
principal executive officer did not receive compensation during the year ended
December 31, 2009.   None of our named executive officers
received any cash or non-cash compensation during the past three fiscal years
from Libra and they do not have outstanding equity awards at December 31,
2009.





Before
the Exchange, Libra did not offer retirement benefit plans to our executive
officers, nor did we enter into any contract, agreement, plan or arrangement,
whether written or unwritten, that provided for payments to a named executive
officer at or in connection with the resignation, retirement or other
termination of a named executive officer, or a change in control of the Company
or a change in the named executive officer’s responsibilities following a change
in control.





Compensation
of Directors





Before
the Exchange, we did not have any standard arrangement for compensation of our
director for any services provided as a director, including services for
committee participation or for special assignments.




ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS





Securities
Under Equity Compensation Plans





None for
the year ended December 31, 2009.




23


SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS





The following tables set forth
information as of March 26, 2010 regarding beneficial ownership of Lightyear and
of LYH by the following groups: (i) each of our directors, (ii) each of our
named executive officers, (iii) all of our directors and named executive
officers as a group, and (iv) each stockholder known by us to be the beneficial
owner of more than 5% of the outstanding shares of our common
stock.  Immediately before the Exchange, none of our current directors
and executive officers was the beneficial owner of any capital stock of
Libra.





The shares of common stock indicated
as being owned by LYH in the following table include both shares of common stock
directly owned and the right to receive shares of preferred stock pursuant to
the Exchange Agreement.  Each share of preferred stock will be
entitled to the number of votes equal to the number of shares of common stock
into which such holder’s shares of preferred stock could be converted, with the
holders of the preferred stock and the common stock voting together as a single
class.




The
      Company
                            
                            
                            LYHDirectors
      and Executive Officers
                            
                            Number
      of Shares
                            
                            
                            Percent
      Ownership (%)
                            
                            
                            Number
      of Shares
                            
                            
                            Percent
      Ownership (%)J.
      Sherman Henderson, III (1)
                            
                            
                            -
                            
                            
                            
                            0
                            %
                            
                            
                            6,250,000
                            
                            
                            
                            50
                            %Chris
      T. Sullivan (2)
                            
                            
                            -
                            
                            
                            
                            0
                            %
                            
                            
                            3,733,750
                            
                            
                            
                            30
                            %Brent
      Rice (3)
                            
                            
                            -
                            
                            
                            
                            0
                            %
                            
                            
                            1,250,000
                            
                            
                            
                            10
                            %Ron
      Carmicle
                            
                            
                            -
                            
                            
                            
                            0
                            %
                            
                            
                            -
                            
                            
                            
                            0
                            %Rigdon
      Dees (4)
                            
                            
                            -
                            
                            
                            
                            0
                            %
                            
                            
                            1,000,000
                            
                            
                            
                            8
                            %Elaine
      G. Bush
                            
                            
                            -
                            
                            
                            
                            0
                            %
                            
                            
                            -
                            
                            
                            
                            0
                            %Stephen
      M. Lochmueller
                            
                            
                            -
                            
                            
                            
                            0
                            %
                            
                            
                            -
                            
                            
                            
                            0
                            %John
      Greive
                            
                            
                            -
                            
                            
                            
                            0
                            %
                            
                            
                            -
                            
                            
                            
                            0
                            %Total
                            
                            
                            -
                            
                            
                            
                            0
                            %
                            
                            
                            12,233,750
                            
                            
                            
                            98
                            %
  The
      Company
                            
                            
                            LYH5%
      Beneficial Owners
                            
                            Number
      of Shares
                            
                            
                            Percent
      Ownership (%)
                            
                            
                            Number
      of Shares
                            
                            
                            Percent
      Ownership (%)LY
      Holdings, LLC
                            
                            
                            19,500,000
                            
                            
                            
                            69
                            %
                            
                            
                            -
                            
                            
                            
                            0
                            %Total
                            
                            
                            19,500,000
                            
                            
                            
                            69
                            %
                            
                            
                            -
                            
                            
                            
                            0
                            %


(1)
            Includes
      6,250,000 units held by LANJK, LLC (a limited liability company in which
      Judy Henderson, Mr. Henderson’s wife, owns 100% of the equity and which is
      managed by Mr. Henderson)


(2)
            Includes
      3,733,750 units held by SullivanLY, LLC (a limited liability company
      managed by Mr. Sullivan)


(3)
            Includes
      1,250,000 units held by Rice-LY Ventures, LLC (a limited liability company
      managed by Mr. Rice)


(4)
            Includes
      1,000,000 units held by Telemix Investments, LLC (a limited liability
      company managed by Mr. Dees)





Change
in Control Arrangements




As of December 31, 2009, there were
no arrangements known to the Company, the operation of which may result in a
change in control of the Company.




24


ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE





Transactions
with Related Parties





During
the past two fiscal years Libra did not engage in, or propose to engage in, any
transactions involving our executive officers, directors, 5% or more
stockholders or immediate family members of such persons.  As a result
of the consolidation of Libra and Lightyear, this section describes transactions
that have occurred since the beginning of Libra’s last fiscal year that are
proposed for the coming fiscal year in which our new executive officers,
directors, or 5% or greater beneficial owners of outstanding Libra securities,
or immediate family members of those persons, will have a direct or indirect
material interest.





Libra has
not adopted policies and procedures for the review, approval, or ratification of
related party transactions; however, our board of directors will consider
adopting such policies and procedures as are necessary and advisable in the
future to facilitate the management of Libra’s business.





U.S.
Fiber





J.
Sherman Henderson owns an indirect interest in a Lightyear agency by the name of
U.S. Fiber. U.S. Fiber has a standard Lightyear agent agreement and it earned
approximately $26,000 and $41,000 in commissions from Lightyear in 2009 and
2008, respectively.





Henderson Life
Insurance Policy





Pursuant
to J. Sherman Henderson’s employment agreement which was assumed by Libra in the
Exchange, the Company provides him with life insurance coverage consisting of
$3,000,000 under a whole life insurance policy and $3,000,000 under a term life
insurance policy. The Company also maintains $5,000,000 in key man life
insurance with the Company listed as the beneficiary. The proceeds from the key
man life insurance have been assigned to Chris T. Sullivan as collateral for a
debt owed by LYH.





Letter
Agreements





Wireless





In
consideration of their lending funds to LYH in July 2008, LYH and Lightyear
executed agreements (the “Wireless Letter Agreements”) to pay each of our
directors (or an entity which they control) (the “Lenders”), in
addition to principal and interest payments on the accompanying notes, an amount
each month equal to a certain percentage of the gross commissionable monthly
revenue from the sales of wireless service offerings (the “Wireless Revenue
Payments”). The Wireless Letter Agreements have a term of ten years
unless terminated early due to a sale of all or substantially all of LYH. Upon
an early termination event, Lightyear would be obligated to pay the respective
Lender a termination fee in the amount of the sum of the Wireless Revenue
Payments for the immediately preceding twelve full months.




25


A form of
Wireless Letter Agreement is attached to this Annual Report on Form 10-K as
Exhibit 10.2





Wireless
      Revenue
                      PaymentsLender
                    
                    Wireless Percentage
                    
                    
                    earned – 2009LANJK,
      LLC
                    
                    
                    1.00
                    %
                    
                    $
                    26,490.69CTS
      Equities*
                    
                    
                    0.50
                    %
                    
                    $
                    13,245.34Rice
      Realty Company**
                    
                    
                    0.50
                    %
                    
                    $
                    13,245.34Rigdon
      O. Dees III
                    
                    
                    0.50
                    %
                    
                    $
                    13,245.34Ronald
      Carmicle
                    
                    
                    0.50
                    %
                    
                    $
                    13,245.34





*
            
            CTS
      Equities Limited Partnership is a Florida limited partnership of which
      Chris T. Sullivan is the general manager.**
            
            Rice
      Realty Company, LLC is a Kentucky limited liability company owned and
      managed by W. Brent Rice’s wife and two adult
  children





VoIP





In
consideration of their lending funds to LYH in July 2004, LYH and Lightyear
executed agreements (the “VoIP Letter
Agreements.” and collectively with the Wireless Letter Agreements, the
“Letter Agreements”) to pay each of the Lenders, in addition to principal and
interest payments on the accompanying notes, an amount each month equal to a
certain percentage of the gross commissionable monthly revenue from the sales of
products and services generated from VoIP (the “VoIP Revenue
Payments,” and collectively with the Wireless Revenue Payments, the
“Revenue
Payments”). The VoIP Letter Agreements have a term of ten years unless
terminated early due to a sale of all or substantially all of LYH. Upon an early
termination event, Lightyear would be obligated to pay the respective Lender a
termination fee in the amount of the sum of the VoIP Revenue Payments for the
immediately preceding twelve full months. See the below schedule for amounts
earned in 2009, none of which has been paid.





A form of
VoIP Letter Agreement is attached to this Annual Report on Form 10-K as Exhibit
10.3.





VoIP
      Revenue
                      PaymentsLender
                    
                    VoIP Percentage
                    
                    
                    earned – 2009LANJK,
      LLC
                    
                    
                    0.50
                    %
                    
                    $
                    12,713.65CTS
      Equities
                    
                    
                    0.50
                    %
                    
                    $
                    12,713.65Rice
      Realty Company
                    
                    
                    0.50
                    %
                    
                    $
                    12,713.65Rigdon
      O. Dees III
                    
                    
                    2.00
                    %
                    
                    $
                    50,854.56Ronald
      Carmicle
                    
                    
                    0.50
                    %
                    
                    $
                    12,713.65





Modification
Agreements





Immediately
before the closing of the Exchange, LYH, Lightyear and each of the Lenders
entered into the First Modification to Letter Agreements, pursuant to which the
Letter Agreements were modified to: release and discharge LYH from all
obligations under the Letter Agreements; acknowledge the release of Lightyear
from the duty to pay Revenue Payments for 2009; and state that the Exchange does
not constitute a sale transaction. After closing the Exchange, the Company
intends to enter into good faith negotiations for the purchase of the Letter
Agreements.


26


LYH Note





As
described above, pursuant to the Contribution, the LYH Debtholders contributed
LYH promissory notes to the Company for 3,242,533 shares of common stock. For
purposes of simplifying the obligations of LYH under this transaction, the
Company and LYH have agreed to combine the obligations under the contributed LYH
promissory notes into a master promissory note (the “Master Note,”
attached to this Current Report on Form 8-K as Exhibit 10.5), in the principal
amount of $5,149,980 and otherwise on the same terms as the LYH promissory
notes.





Josh
Henderson





Since
2008, Josh Henderson, son of J. Sherman Henderson III, has maintained a
representative position in the Direct Selling channel through an entity he
controls by the name of Rover One, LLC. Rover One, LLC earned $67,273 in
commissions from Lightyear in 2008 and $129,042 in commissions from Lightyear in
2009.





During
the past two fiscal years Libra did not engage in, or propose to engage in, any
transactions involving our executive officers or directors, 5% or more
stockholders or immediate family members of such persons.





Director
Independence





The board
of directors has determined that none of the directors are considered
independent.  The board of directors has adopted the NASDAQ rules
regarding director independence which define persons as “independent” who are
neither officers nor employees of the company and have no relationships that, in
the opinion of the board, would interfere with the exercise of independent
judgment in carrying out their responsibilities as directors.




ITEM
      14.
            PRINCIPAL
      ACCOUNTING FEES AND SERVICES





Auditor
Fees





The
following table presents the aggregate fees billed for each of the last two
fiscal years by our independent registered public accounting firm, Chisholm,
Bierwolf, Nilson, & Morrill, LLC, Certified Public Accountants, in
connection with the audit of our financial statements and other professional
services rendered by that accounting firm.





2008
                              
                              
                              2009Audit
      fees
                              
                              $
                              2,200
                              
                              
                              $
                              3,800Audit-related
      fees
                              
                              
                              0
                              
                              
                              
                              0Tax
      fees
                              
                              
                              0
                              
                              
                              
                              0All
      other fees
                              
                              
                              0
                              
                              
                              
                              0





Audit
fees represent the professional services rendered for the audit of our annual
financial statements and the accounting firm review of our financial statements
included in quarterly reports, along with services normally provided by the
accounting firm in connection with statutory and regulatory filings or
engagements.  Audit-related fees represent professional services
rendered for assurance and related services by the accounting firm that are
reasonably related to the performance of the audit or review of our financial
statements that are not reported under audit fees.





Tax fees
represent professional services rendered by the accounting firm for tax
compliance, tax advice, and tax planning.  All other fees represent
fees billed for products and services provided by the accounting firm, other
than the services reported for the other categories.




27


Pre-approval
Policies





We do not
have an audit committee currently serving, and, as a result, our board of
directors performs the duties of an audit committee.  Our board of
directors will evaluate and approve in advance the scope and cost of the
engagement of an auditor.  We do not rely on pre-approval policies and
procedures.




28





PART IV





ITEM
      15.
            EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES





(a)(1)
            Financial
      Statements





The
audited financial statements of Libra Alliance Corporation included in this
report:





Balance Sheets as of December 31, 2009
and 2008





Statements of Operations for the years
ended December 31, 2009 and 2008, and from inception on May 5, 1997 to December
31, 2009





Statements of Stockholders’ Deficit
from inception on May 5, 1997 to December 31, 2009





Statements of Cash Flows for the years
ended December 31, 2009 and 2008, and from inception on May 5, 1997 to December
31, 2009





(a)(2)
Financial Statement Schedules





All
financial statement schedules are included in the footnotes to the financial
statements or are inapplicable or not required.





(a)(3)
            Exhibits





The
following documents have been filed as part of this report.





No.
              
              Description2.1
              
              Master
      Transaction Agreement by and between LY Holdings, LLC, Libra Alliance
      Corporation and various debtholders of LY Holdings, LLC dated as of
      February 12, 2010.*2.2
              
              Securities
      Exchange Agreement by and between LY Holdings, LLC and Libra Alliance
      Corporation dated as of February 12, 2010.*2.3
              
              Form
      of Securities Contribution Agreements by and between Libra Alliance
      Corporation and various debtholders of LY Holdings, LLC dated as of
      February 12, 2010.*3.1
              
              Articles
      of Incorporation of Libra Alliance Corporation incorporated by reference
      to Exhibit 3.1 to the Form 10-SB filed on March 15,
  2001.3.2
              
              Bylaws
      of Libra Alliance Corporation incorporated by reference to Exhibit 3.2 to
      the Form 10-SB filed on March 15, 2001.10.1
              
              Employment
      Agreement between LY Holdings, LLC (f/k/a LY Acquisition LLC) and J.
      Sherman Henderson III dated as of July 30, 2003 (as assumed by Libra
      Alliance Corporation).*10.2
              
              Form
      of Wireless Letter
Agreement.*




29





10.3
                
                Form
      of VoIP Letter Agreement.*10.4
                
                First
      Modification to Letter Agreements.*10.5
                
                Promissory
      note of LY Holdings, LLC to Libra Alliance
Corporation.*14.1
                
                Code
      of Ethics of Libra Alliance Corporation.31.1
                
                Chief
      Executive Officer Certification31.2
                
                Chief
      Financial Officer Certification32.1
                
                Section
      1350 Certification*
                
                Incorporated
      by reference to identified exhibit numbers of Current Report on Form 8-K,
      filed February 19, 2010




30


SIGNATURES





Pursuant
to the requirements of 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





LIBRA
ALLIANCE CORPORATION





By:
              /s/J. Sherman Henderson IIIJ.
      Sherman Henderson III, CEO





Date:  March
31, 2010




31





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





/s/ J. Sherman Henderson
III
                
                President,
      Chief Executive
                
                March
      31, 2010J.
      Sherman Henderson III
                
                Officer
      & Director/s/ Elaine G. Bush
                
                Chief
      Financial Officer
                
                March
      31, 2010Elaine
      G. Bush/s/ Chris T. Sullivan
                
                Director
                
                March
      31, 2010Chris
      T. Sullivan/s/ W. Brent Rice
                
                Director
                
                March
      31, 2010W.
      Brent Rice/s/ Ronald L. Carmicle
                
                Director
                
                March
      31, 2010Ronald
      L. Carmicle/s/ Rigdon O. Dees III
                
                Director
                
                March
      31, 2010Rigdon
      O. Dees III




32




EXHIBIT
INDEX





No.
                  
                  Description2.1
                  
                  Master
      Transaction Agreement by and between LY Holdings, LLC, Libra Alliance
      Corporation and various debtholders of LY Holdings, LLC dated as of
      February 12, 2010.*2.2
                  
                  Securities
      Exchange Agreement by and between LY Holdings, LLC and Libra Alliance
      Corporation dated as of February 12, 2010.*2.3
                  
                  Form
      of Securities Contribution Agreements by and between Libra Alliance
      Corporation and various debtholders of LY Holdings, LLC dated as of
      February 12, 2010.*3.1
                  
                  Articles
      of Incorporation of Libra Alliance Corporation incorporated by reference
      to Exhibit 3.1 to the Form 10-SB filed on March 15,
  2001.3.2
                  
                  Bylaws
      of Libra Alliance Corporation incorporated by reference to Exhibit 3.2 to
      the Form 10-SB filed on March 15, 2001.10.1
                  
                  Employment
      Agreement between LY Holdings, LLC (f/k/a LY Acquisition LLC) and J.
      Sherman Henderson III dated as of July 30, 2003 (as assumed by Libra
      Alliance Corporation).*10.2
                  
                  Form
      of Wireless Letter Agreement.*10.3
                  
                  Form
      of VoIP Letter Agreement.*10.4
                  
                  First
      Modification to Letter Agreements.*10.5
                  
                  Promissory
      note of LY Holdings, LLC to Libra Alliance
Corporation.*14.1
                  
                  Code
      of Ethics of Libra Alliance Corporation.31.1
                  
                  Chief
      Executive Officer Certification31.2
                  
                  Chief
      Financial Officer Certification32.1
                  
                  Section
      1350 Certification*
                  
                  Incorporated
      by reference to identified exhibit numbers of Current Report on Form 8-K,
      filed February 19,
2010




33