UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           FORM 10-KSB


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

       For the fiscal year ended December 31, 2004


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


                  Commission File No. 000-32451

                    LIBRA ALLIANCE CORPORATION
               (Name of registrant in its charter)

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

2157 S. Lincoln Street, Salt Lake City, Utah           84106
(Address of principal executive offices)            (Zip code)


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

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

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

The issuer (1) filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X]  No [_]

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

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

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

As of March 3, 2005 the registrant had 6,400,000 shares of common stock
outstanding.

Documents incorporated by reference:  None.

Transitional Small Business Disclosure Format: Yes [_]  No [X]


<PAGE>


                        TABLE OF CONTENTS

                              PART I

Item 1.  Description of Business...........................................3
Item 2.  Description of Property...........................................5
Item 3.  Legal Proceedings.................................................5
Item 4.  Submission of Matters to a Vote of Security Holders...............5

                             PART II

Item 5.  Market for Common Equity and Related Stockholder Matters..........5
Item 6.  Plan of Operation.................................................6
Item 7.  Financial Statements..............................................7
Item 8.  Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosure.............................................17
Item 8A. Controls and Procedures..........................................17
Item 8B. Other Information................................................17

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16(a) of the Exchange Act................17
Item 10. Executive Compensation...........................................18
Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters..................................18
Item 12. Certain Relationships and Related Transactions...................19
Item 13. Exhibits.........................................................19
Item 14. Principal Accountant Fees and Services...........................19
Signatures................................................................20



                    FORWARD LOOKING STATEMENTS

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

        SPECIAL NOTE REGARDING 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," "will," "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.




                                2

<PAGE>

                              PART I
                              ------

ITEM 1. DESCRIPTION OF BUSINESS

Historical Development

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

Our Plan

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

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

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

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

The selection of a business opportunity in which to participate is complex and
extremely risky and will be made by management in the exercise of its business
judgement.  Our activities are subject to several significant risks which
arise primarily as a result of the fact that we have no specific business and
may acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our stockholders.  We can not assure you that we will be able to
identify and acquire any business opportunity which will ultimately prove to
be beneficial to Libra and our stockholders.  Should a merger or acquisition
prove unsuccessful, it is possible management may decide not to pursue further
acquisition activities and management may abandon its activities and we may
become dormant or be dissolved.

It is possible that the range of business opportunities that might be
available for consideration by us could be limited by the fact that our common
stock is not listed on any market.  We cannot assure that a market will
develop or that a stockholder will be able to liquidate his investments
without considerable delay, if at all.  If a market develops, our shares will
likely be subject to the rules of the Penny Stock Suitability Reform Act of
1990.  The liquidity of penny stock is affected by specific disclosure
procedures required by this Act to be followed by all broker-dealers,
including but not limited to, determining the suitability of the stock for a
particular customer, and obtaining a written agreement from the customer to
purchase the stock.  This rule may affect the ability of broker-dealers to
sell our securities and may affect the ability of purchasers to sell our
securities in any market.

                                3


<PAGE>

Investigation and Selection of Business Opportunities

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

Our management will analyze any business opportunities; however, our
management are not professional business analysts.   (See, Part III, Item 9:
Directors, Executive Officers, . . .)  Our management has had limited
experience with acquisitions of business opportunities and has not been
involved with an initial public offering.

Certain conflicts of interest exist or may develop between us and our
President.  She has other business interests to which she currently devotes
attention, which include her primary employment and management of other
development stage reporting companies.  She may be expected to continue to
devote her attention to these other business interests although management
time should be devoted to our business.  As a result, conflicts of interest
may arise that can be resolved only through her exercise of judgement in a
manner which is consistent with her fiduciary duties to us.

A decision to participate in a specific business opportunity may be made upon
our management's analysis of:
..   the quality of the business opportunity's management and personnel,
..   the anticipated acceptability of its new products or marketing concept,
..   the merit of its technological changes,
..   the perceived benefit that it will derive from becoming a publicly held
    entity, and
..   numerous other factors which are difficult, if not impossible, to analyze
    through the application of any objective criteria.

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

In many instances, we anticipate that the historical operations of a specific
business opportunity may not necessarily be indicative of the potential for
the future because of the possible need to substantially shift marketing
approaches, significantly expand operations, change product emphasis, change
or substantially augment management, or make other changes.  We will be
dependent upon the owners of a business opportunity to identify any such
problems which may exist and to implement, or be primarily responsible for,
the implementation of required changes.

Form of Acquisition

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

                                4


<PAGE>

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

In the event we merge or acquire a business opportunity, the successor company
will be subject to our reporting obligations.  This is commonly referred to as
a "back door registration."  A back door registration occurs when a
non-reporting company becomes the successor of a reporting company by merger,
consolidation, exchange of securities, acquisition of assets or otherwise.
This type of event requires the successor company to file a current report
with the SEC which provides the same kind of information about the company to
be acquired that would appear in a registration statement, including audited
and pro forma financial statements.  Accordingly, we may incur additional
expense to conduct due diligence and present the required information for the
business opportunity in any report.  Also, the SEC may elect to conduct a full
review of the successor company and may issue substantive comments on the
sufficiency of disclosure related to the company to be acquired.

Competition

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

Employees

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

ITEM 2.  DESCRIPTION OF PROPERTY

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

ITEM 3. LEGAL PROCEEDINGS

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

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

We have not submitted a matter to a vote of our shareholders during the fourth
quarter of the 2004 fiscal year.

                             PART II
                             --------

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

Our common stock is not listed on any public market.  We had 43 stockholders
of record on March 3, 2005.   We have not granted any options or warrants.  We
have not declared dividends on our common stock and do not anticipate paying
dividends on our common stock in the foreseeable future.

Recent Sales of Unregistered Securities

None.

                                5


<PAGE>


Issuer Purchase of Securities

None.

ITEM 6.  PLAN OF OPERATION

At December 31, 2004 we had $4,364 cash, total liabilities of $10,205, and
have experienced losses from inception.  During the next twelve months our
management intends to actively seek an operating company to acquire or merge
with which will create operating revenue.

We currently cannot satisfy our cash requirements for our operations.  The
majority of our operating expenses are related to our reporting obligations
under the Exchange Act.  These expenses are related to legal, accounting and
professional services required to prepare and file our periodic reports with
the SEC.  We are unable to pay cash for these services and have relied on
related and third parties to pay for these costs on our behalf.  These parties
have not entered into written agreements guaranteeing advances and, therefore,
these parties are not obligated to provide funds in the future.  However,
management anticipates that these parties will continue to pay for these costs
on our behalf during the next twelve months.  Historically, we have paid for
these advances by converting the debt into common stock.

If we obtain a business opportunity, then it may be necessary to raise
additional capital.  We likely will sell our common stock to raise this
additional capital.  We expect to issue such stock pursuant to exemptions
provided by federal and state securities laws.  The purchasers and manner of
issuance will be determined according to our financial needs and the available
exemptions.  We do not currently intend to make a public offering of our
stock.  We also note that if we issue more shares of our common stock, then
our shareholders may experience dilution in the value per share of their
common stock.


                                6

<PAGE>



ITEM 7. FINANCIAL STATEMENTS




                   Libra Alliance Corporation

                       Financial Statements

                    December 31, 2004 and 2003




                                7


<PAGE>



                             CONTENTS


Independent Auditor's Report ............................................F-3

Balance Sheets ..........................................................F-4

Statements of Operations ................................................F-5

Statements of Stockholders' Equity ......................................F-6

Statements of Cash Flows ................................................F-7

Notes to the Financial Statements .......................................F-8





                                8


<PAGE>

   Chisholm,
     Bierwolf &                                 533 West 2600 South, Suite 250
       Nilson, LLC                                       Bountiful, Utah 84010
                                                         Office (801) 292-8756
Certified Public Accountants                                Fax (801) 292-8809

______________________________________________________________________________



                   INDEPENDENT AUDITOR'S REPORT


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

We have audited the accompanying balance sheets of Libra Alliance Corporation
(a development stage company) as of December 31, 2004 and 2003 and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2004 and 2003 and from inception May 5, 1997 through
December 31, 2004.  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.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Libra Alliance Corporation
(a development stage company) as of December 31, 2004 and 2003 and the results
of its operations and cash flows for the years ended December 31, 2004 and
2003 and from inception May 5, 1997 through December 31, 2004 in conformity
with generally accepted accounting principles in the United States of America.

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

/s/ Chisholm, Bierwolf & Nilson

Chisholm, Bierwolf & Nilson
Bountiful, Utah
March 4, 2005


                               F-3
<PAGE> 9


                    Libra Alliance Corporation
                  (A Development Stage Company)
                          Balance Sheets


                              ASSETS


                                                           December 31
                                                   ---------------------------
                                                        2004         2003
                                                   ------------- -------------
CURRENT ASSETS

  Cash (Note 1)                                    $      4,364  $      1,295
                                                   ------------- -------------


    TOTAL ASSETS                                   $      4,364  $      1,295
                                                   ============= =============


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts Payable - related party                 $      5,000  $      5,000
                   - other                                5,205             -
                                                   ------------- -------------

    Total Liabilities                                    10,205         5,000
                                                   ------------- -------------
STOCKHOLDERS' EQUITY

  Common Stock, $.001 par value; 20,000,000
    shares authorized; 6,400,000 shares
    issued and outstanding                                6,400         6,400
  Additional Paid in Capital                             51,800        51,800
  Deficit Accumulated during the development stage      (64,041)      (61,905)
                                                   ------------- -------------

    Total Stockholders' Equity (deficit)                 (5,841)       (3,705)
                                                   ------------- -------------

    TOTAL LIABILITES AND STOCKHOLDERS' EQUITY      $      4,364  $      1,295
                                                   ============= =============











The accompanying notes are an integral part of these financial statements.

                               F-4
<PAGE> 10


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

                                                                From
                                                                Inception on
                                       For the years ended      May 5,
                                          December 31,          1997 to
                                    --------------------------- Dec. 31,
                                         2004         2003      2004
                                    ------------- ------------- -------------

REVENUES                            $          -  $          -  $          -
                                    ------------- ------------- -------------
EXPENSES
  General & Administrative                 2,136        11,066        64,041
                                    ------------- ------------- -------------

    Total Expenses                         2,136        11,066        64,041
                                    ------------- ------------- -------------

Net Loss                            $     (2,136) $    (11,066) $    (64,041)
                                    ============= ============= =============

Net Loss Per Share                  $       0.00  $       0.00  $      (0.01)
                                    ============= ============= =============

Weighted average shares outstanding    6,400,000     5,457,534     5,246,407
                                    ============= ============= =============




The accompanying notes are an integral part of these financial statements.

                               F-5
<PAGE> 11

                    Libra Alliance Corporation
                  (A Development Stage Company)
                Statements of Stockholders' Equity
     From Inception on May 5, 1997 through December 31, 2004

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

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

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

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

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

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

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

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

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

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

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)
                           ============= =========== =========== =============


The accompanying notes are an integral part of these financial statements.

                               F-6

<PAGE> 12


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


                                                                From
                                                                Inception on
                                       For the years ended      May 5,
                                          December 31,          1997 through
                                    --------------------------- December 31,
                                         2004         2003      2004
                                    ------------- ------------- -------------
Cash Flows from Operating Activities

  Net Loss                          $     (2,136)  $   (11,066) $    (64,041)
  Adjustments for non-cash items:
   Increase in Accounts Payable            5,205             -        10,205
   Shares issued for services                  -        10,000        22,200
                                    ------------- ------------- -------------
  Net Cash Provided (Used) by
  Operating Activities                     3,069        (1,066)      (31,636)
                                    ------------- ------------- -------------

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

Cash Flows from Financing Activities
  Issued common stock for cash                 -             -        36,000
                                    ------------- ------------- -------------
  Net cash Provided by
  Financing Activities                         -             -        36,000
                                    ------------- ------------- -------------

Increase (Decrease) in Cash                3,069        (1,066)        4,364

Cash - beginning of period                 1,295         2,361             -
                                    ------------- ------------- -------------

Cash - end of period                $      4,364  $      1,295  $      4,364
                                    ============= ============= =============
Supplemental Cash Flow Information:

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


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

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

  During 2003, 1,000,000 shares of common stock were issued at $.01
  for services


The accompanying notes are an integral part of these financial statements.

                               F-7


<PAGE> 13

                    Libra Alliance Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2004 and 2003

NOTE 1 - Summary of Significant Accounting Policies

a.  Organization & Consolidation Policy

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

b.  Accounting Method

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

c.  Earnings (Loss) Per Share

                                         Income (loss)   Shares     Per Share
                                         (Numerator)  (Denominator)  Amount
                                        ------------- ------------- ----------
For the year ended December 31, 2004:

  Basic EPS
   Income (loss) to common stockholders $     (2,136)    6,400,000  $  (0.00)
                                        ============= ============= ==========
For the year ended December 31, 2003:

  Basic EPS
   Income (loss) to common stockholders $    (11,066)    5,457,534  $  (0.00)
                                        ============= ============= =========
From inception on May 5, 1997 to
 December 31, 2004:
  Basic EPS
   Income (loss) to common stockholders $    (64,041)    5,246,407  $  (0.01)
                                        ============= ============= =========

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

d. Cash and Cash Equivalents

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


                               F-8

<PAGE> 14

                    Libra Alliance Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2004 and 2003

NOTE 1 - Summary of Significant Accounting Policies (continued)

e.  Provision for Income Taxes

No provision for income taxes have been recorded due to net operating loss
carryforwards totaling approximately $63,836 which will be offset against
future taxable income.  These NOL carryforwards begin to expire in the year
2017  No tax benefit has been reported in the financial statements because the
Company believes there is a 50% or greater chance the carryforward will expire
unused.

Deferred tax asset and the valuation account is as follows as December 31,
2004 and 2003:

                                                      December 31,
                                                  2004           2003
                                             ------------- -------------
Deferred tax asset:
  NOL carryforward                           $     21,774  $     21,048
  Valuation allowance                             (21,774)      (21,048)
                                             ------------- -------------

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

f.  Use of estimates

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

NOTE 2 - Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has 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 3 - Development Stage Company

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


                               F-9

<PAGE> 15

                    Libra Alliance Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2004 and 2003



NOTE 4 - Related Party Transactions

During the year ended December 31, 2002, the Company incurred $5,000 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 5 - Stockholders' Equity

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






                               F-9



<PAGE> 15


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE

In our current report dated February 9, 2004, we reported that our independent
auditors, Chisholm & Associates, Certified Public Accountants, resigned as our
independent auditors and we engaged Chisholm, Bierwolf & Nilson, LLC,
Certified Public Accountants, as our independent auditors.

ITEM 8A.  CONTROLS AND PROCEDURES

Our President, who acts in the capacity as principal executive officer and
principal financial officer, has reevaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
report and determined that there continued to be no significant deficiencies
in these procedures.  Also, there were no changes made or corrective actions
to be taken related to our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

None.


                             PART III
                             --------

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers

Our executive officer and director and her age and biographical information
are presented below.  Our bylaws require at least one director who serves
until our next annual meeting of shareholders or until her successor is
elected and qualified.  Our executive officers are chosen by our Board of
Directors and serve at its discretion.

Name              Age    Position Held                    Director Since
------            ----   --------------                   --------------
April Marino      30     President, Secretary/Treasurer   July 9, 1999
                         Director

April Marino -   Ms. Marino has worked as a secretary for First Equity
Holdings Corp. since December 1997.  Ms. Marino is a director of Suncrest
Global Energy Corp., a reporting company that has developed a mini-oil
refinery, and Pinecrest Services, Inc., a development stage reporting company.

Audit Committee Financial Expert

Because we have minimal operations we do not have an audit committee serving
at this time.  Accordingly, we do not have an audit committee financial expert
serving on an audit committee.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and persons who own more than ten percent of a registered
class of our equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
our common stock.  Officers, directors and greater than ten-percent beneficial
owners are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file.  We believe no filings were required during
the past fiscal year.

Code of Ethics

Due to the fact that we have minimal operations, we have not adopted a code of
ethics for our principal executive

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and financial officers.  Our board of directors will revisit this issue in the
future to determine if adoption of a code of ethics is appropriate.  In the
meantime, our management intends to promote honest and ethical conduct, full
and fair disclosure in our reports to the SEC, and compliance with applicable
governmental laws and regulations.

ITEM 10.  EXECUTIVE COMPENSATION

None of our named executive officers received any cash compensation, bonuses,
stock appreciation rights, long term compensation, stock awards or long-term
incentive rights in excess of $100,000 from us during the past three fiscal
years.  Our President, Ms. Marino, who serves in a capacity similar to chief
executive officer, did not receive compensation during the year ended December
31, 2004.  We have not entered into employment contracts with our executive
officers and their compensation, if any, will be determined at the discretion
of our Board of Directors.

Compensation of Directors

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

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          AND RELATED STOCKHOLDER MATTERS

Securities Under Equity Compensation Plans

We do not have any securities authorized for issuance under any equity
compensation plans.

Beneficial Ownership

The following table sets forth the beneficial ownership of our outstanding
common stock by our management and each person or group known by us to own
beneficially more than 5% of our common stock.  Beneficial ownership is
determined in accordance with the rules of the SEC and generally includes
voting or investment power with respect to securities.  Except as indicated by
footnote, the persons named in the table below have sole voting power and
investment power with respect to all shares of common stock shown as
beneficially owned by them.  The percentage of beneficial ownership is based
on 6,400,000 shares of common stock outstanding as of March 3, 2005.


                    CERTAIN BENEFICIAL OWNERS

Name and Address of                  Number of Shares of
Beneficial Owners                    Common Stock         Percentage of Class
----------------------------------   -------------------  -------------------
Empire Fund Managers                 500,000              7.8%
3353 South Main
Salt Lake City, UT 84115

First Equity Holdings Corp.          500,000              7.8%
2157 S. Lincoln Street
Salt Lake City, UT 84106

Technology Equity Fund Corp.         500,000              7.8%
525 South 300 East
Salt Lake City, UT 84111

M. Jeanne Ball                       400,000              6.3 %
968 Bloomsbury Cove
Murray, UT 84123


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<PAGE>




Anita Patterson                      400,000              6.3 %
588 North West Capital
Salt Lake City, UT 84103

Mitchell T Godfrey, Trustee          395,000              6.2%
230 North Fork Ray Creek
Townsend, MT 59644


                            MANAGEMENT

Name and Address of                  Number of Shares of
Beneficial Owners                    Common Stock         Percentage of Class
----------------------------------   -------------------  -------------------
April Marino                          225,000             3.5%
429 W. Davis Boulevard
Bountiful, UT 84010

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have not engaged in any transactions in excess of $60,000 during the past
two years involving our executive officers, directors, 5% or more stockholders
or immediate family members of such persons.

ITEM 13. EXHIBITS

No.    Description
----   -----------
3.1    Articles of Incorporation, dated May 5, 1997
       (Incorporated by reference to exhibit 3.1 of Form 10-SB, filed March
       15, 2001)
3.2    Bylaws of Libra Alliance Corporation
       (Incorporated by reference to exhibit 3.3 of Form 10-SB, filed March
       15, 2001.)
31.1   Principal Executive Officer Certification
31.2   Principal Financial Officer Certification
32.1   Section 1350 Certification

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for each of the last two fiscal years for
professional services rendered by our principal account for the audit of our
annual financial statement and review of financial statements included in
quarterly reports and services normally provided by the accountant in
connection with statutory and regulatory filings or engagements were $1,239
for fiscal year ended 2003 and $1,429 for fiscal year ended 2004.

Audit-Related Fees

Our auditor did not bill any fees in each of the last two fiscal years for
assurance and related services by the principal accountant that are reasonably
related to the performance of the audit or review of our financial statements
that are not reported above.

Tax Fees

Our auditor did not bill any fees in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advise, and tax planning.

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<PAGE>

All Other Fees

Our auditor did not bill any fees in each of the last two fiscal years for
products and services provided by the principal accountant, other than the
services reported above

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 before the auditor renders audit and non-audit
services.  We do not rely on pre-approval policies and procedures.


                            SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


Date: March 25, 2005             LIBRA ALLIANCE CORPORATION


                                 /s/ April Marino
                             By: _________________________________________
                                 April Marino
                                 President, Secretary/Treasurer, Director
                                 Principal Executive Officer
                                 Principal Financial and Accounting Officer



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