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, 2003


[ ]     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 4, 2004 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...........................................6
Item 3.  Legal Proceedings.................................................6
Item 4.  Submission of Matters to a Vote of Security Holders...............6

                             PART II

Item 5.  Market for Common Equity, Related Stockholder Matters
         and Issuer Purchase of Securities.................................6
Item 6.  Plan of Operations................................................7
Item 7.  Financial Statements..............................................7
Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure.........................................18
Item 8A. Controls and Procedures..........................................18

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16(a) of the Exchange Act................18
Item 10. Executive Compensation...........................................19
Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters..................................19
Item 12. Certain Relationships and Related Transactions...................20
Item 13. Exhibits and Reports on Form 8-K.................................20
Item 14. Principal Accountant Fees and Services...........................20
Signatures................................................................21




                    FORWARD LOOKING STATEMENTS

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

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




                                2


<PAGE>


                              PART I

                 ITEM 1: DESCRIPTION OF BUSINESS

Business Development

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

Our Plan

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

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

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

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

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

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

It is possible that the range of business opportunities that might be
available for consideration by us could be limited by impact of the SEC
regulations regarding purchase and sale of "penny stock."  Our common stock is
not publicly traded at this time and we cannot assure that a market will
develop or that a stockholder ever will be able to liquidate his investments
without considerable delay, if at all.  If a market develops, our shares will
likely be subject to the rules of the Penny Stock Suitability Reform Act of
1990. The liquidity of penny stock is affected by specific disclosure
procedures required by this Act to be followed by all broker-dealers,
including but not limited to, 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 officers and directors, our stockholders,
professional advisors such as attorneys and accountants, securities
broker-dealers, investment banking firms, venture capitalists, members of the
financial community and others who may present unsolicited proposals.
Management expects that prior personal and business relationships may lead to
contacts with these various sources.

Our management will analyze the business opportunities; however, none of our
management are professional business analysts (See, Part III, Item 9:
Directors, Executive Officers, . . .)  Our management has had limited
experience with acquisitions of business opportunities and has not been
involved with an initial public offering.  Ms. April L. Marino, our President,
was involved as a director and officer of one acquisition between a blank
check company and an operating company in January 2002.  The transaction was
structured as a stock-for-stock exchange and upon consummation of the
acquisition, Ms. Marino resigned as an officer and director of that company.

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

We presently do not foresee entering into a merger or acquisition transaction
with any business with which our officers or directors are currently
affiliated.  If we determine in the future that a transaction with an
affiliate would be in our best interest we are permitted by Nevada law to
enter into such a transaction if:

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

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

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

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



                                4

<PAGE>

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

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

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

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

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

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

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

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

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

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

No individual 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.

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.

We likely will acquire our participation in a business opportunity through the
issuance of common stock or other

                                5


<PAGE>


securities.  Although the terms of any such transaction cannot be predicted,
it should be noted that issuance of additional shares also may be done
simultaneously with a sale or transfer of shares representing a controlling
interest by current principal stockholders.

Competition

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

Employees

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

                 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 2003 fiscal year.

                             PART II

ITEM 5:  MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
                AND ISSUER PURCHASE OF SECURITIES

Our common stock is not listed on any market and we do not have any market
activity in our stock as of the date this filing.  We had 42 stockholders of
record on March 4, 2004.   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

On December 15, 2003, we issued an aggregate of 1,000,000 restricted common
shares in consideration for business and administrative services valued at
approximately $10,000.  We issued 500,000 to Empire Fund Managers and 500,000
shares to First Equity Holdings Corp.  We relied on an exemption from
registration for a private transaction not involving a public distribution
provided by Section 4(2) of the Securities Act.

Issuer Purchase of Securities

None.


                                6

<PAGE>

                    ITEM 6:  PLAN OF OPERATION

We have minimal cash 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 necessary 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 our reports and the costs of filing
the 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.

                   ITEM 7: FINANCIAL STATEMENTS














                                7
<PAGE>






                   Libra Alliance Corporation

                       Financial Statements

                    December 31, 2003 and 2002




                                8


<PAGE>








                             CONTENTS


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

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

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

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

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

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





                                9

<PAGE>


                          CHISHOLM, BIERWOLF & NILSON
                          Certified Public Accountants
A Limited Liability        533 W. 2600 S., Suite 250     Office (801) 292-8756
     Company                 Bountiful, Utah 84010          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, 2003 and 2002 and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2003 and 2002 and from inception May 5, 1997 through
December 31, 2003.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States of America.  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Libra Alliance Corporation
(a development stage company) as of December 31, 2003 and 2002 and the results
of its operations and cash flows for the years ended December 31, 2003 and
2002 and from inception May 5, 1997 through December 31, 2003 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
February 3, 2004



                               -3-
<PAGE> 10



                    Libra Alliance Corporation
                  (A Development Stage Company)
                          Balance Sheets


                              ASSETS


                                                         December 31
                                                      2003          2002
                                                 ------------- --------------
CURRENT ASSETS

Cash (Note 1)                                    $      1,295  $       2,361
                                                 ------------- --------------

   TOTAL ASSETS                                  $      1,295  $       2,361
                                                 ============= ==============


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

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

STOCKHOLDERS' EQUITY

Common Stock, $.001 par value; 20,000,000
  shares authorized; 6,400,000 and 5,400,000
  shares issued and outstanding                         6,400          5,400

Additional Paid in Capital                             51,800         42,800

Deficit Accumulated during the development stage      (61,905)       (50,839)
                                                 ------------- --------------

   Total Stockholders' Equity (deficit)                (3,705)        (2,639)
                                                 ------------- --------------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $      1,295  $       2,361
                                                 ============= ==============




The accompanying notes are an integral part of these financial statements

                               -4-

<PAGE> 11




                    Libra Alliance Corporation
                  (A Development Stage Company)
                     Statement of Operations
                                                                 From
                                                                 Inception on
                                                                 May 5, 1997
                                         For the Years Ended     to
                                             December 31         Dec. 31,
                                          2003          2002     2003
                                     ------------- ------------- -------------

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

  General & Administrative                 11,066         5,139        61,905
                                     ------------- ------------- -------------

    Total Expenses                         11,066         5,139        61,905
                                     ------------- ------------- -------------

Net Loss                             $    (11,066) $     (5,139) $    (61,905)
                                     ============= ============= =============

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

Weighted average shares outstanding     5,457,534     5,400,000     5,072,727
                                     ============= ============= =============















The accompanying notes are an integral part of these financial statements

                                -5-

<PAGE> 12



                    Libra Alliance Corporation
                  (A Development Stage Company)
                Statements of Stockholders' Equity
     From Inception on May 5, 1997 through December 31, 2003

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




 The accompanying notes are an integral part of these financial statements


                               -6-



<PAGE> 13


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



                                                                 From
                                                                 Inception on
                                                                 May 5, 1997
                                         For the Years Ended     Through
                                             December 31         December 31,
                                          2003          2002     2003
                                     ------------- ------------- -------------
Cash Flows from Operating Activities

  Net Loss                           $    (11,066) $     (5,139) $    (61,905)
  Adjustments for non-cash items:
   Increase in Accounts Payable                 -         5,000         5,000
   Shares issued for services              10,000             -        22,200
                                     ------------- ------------- -------------
  Net Cash Provided (Used) by
  Operating Activities                     (1,066)         (139)      (34,705)
                                     ------------- ------------- -------------

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                (1,066)         (139)        1,295

Cash - beginning of period                  2,361         2,500             -
                                     ------------- ------------- -------------

Cash - end of period                 $      1,295  $      2,361  $      1,295
                                     ============= ============= =============

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

                               -7-







<PAGE> 14


                    Libra Alliance Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002

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, 2003:

 Basic EPS
  Income (loss) to common stockholders  $    ( 11,066)   5,457,534  $   (0.00)
                                        ============== ============ ==========
For the year ended December 31, 2002:

 Basic EPS
  Income (loss) to common stockholders  $      (5,139)   5,400,000  $   (0.00)
                                        ============== ============ ==========
From inception on May 5, 1997 to
December 31, 2003:

 Basic EPS
  Income (loss) to common stockholders  $     (61,905)   5,072,727  $   (0.01)
                                        ============== ============ ==========

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

d.   Cash and Cash Equivalents

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





                               -8-
<PAGE> 15


                    Libra Alliance Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002

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 $56,905 will be offset against
future taxable income.  These NOL carryforwards began to expire in the year
2017  No tax benefit has been reported in the financial statements because the
Company believes there is a 50% or greater chance the carryforward will expire
unused.

     Deferred tax asset and the valuation account is as follows as December
31, 2003 and 2002:

                                                 December 31,
                                             2003           2002
                                         ------------- -------------
     Deferred tax asset:
          NOL carryforward               $     19,347  $     16,855

          Valuation allowance                 (19,347)      (16,855)
                                         ------------- -------------

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

f.   Use of estimates

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

NOTE 2 - Going Concern

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

NOTE 3 - Development Stage Company

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


                               - 9-

<PAGE> 16

                    Libra Alliance Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002



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).






                               -10-

<PAGE> 17

      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.

                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.

                             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      29    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 blank check 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.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and persons who own more than ten percent of a registered
class of our equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
our common stock. Officers, directors and greater than ten-percent beneficial
owners are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file.  Based upon review of the copies of such
forms furnished to us during the fiscal year ended December 31, 2003, and
representations from these reporting persons that no Forms 5 were required, we
believe no filings were required.

Code of Ethics

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


                                18

<PAGE>


                 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, 2003.  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

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 4, 2004.

                    CERTAIN BENEFICIAL OWNERS

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

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

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

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

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

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


                                19
<PAGE>



                            MANAGEMENT

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

April Marino                        225,000                   3.5%
402 East Maxwell Lane
Salt Lake City, Utah 84115



Securities Under Equity Compensation Plans

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


     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 AND REPORTS ON FORM 8-K


Exhibits

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

Reports on 8-K

On February 13, 2004, we filed a current report on Form 8-K, dated February 9,
2004, under Item 4 related to a change of our independent auditor.

         ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our former independent auditor, Chisholm & Associates, Certified Public
Accountants, billed an aggregate of $1,100 for the year ended December 31,
2002 and $1,239 for the year ended December 31, 2003 for professional services
rendered for the audit of our annual financial statements and review of the
financial statements included in our quarterly reports.  Our independent
auditor has not billed us for any audit-related fees, tax fees or other fees
for the past two fiscal years.

We do not have an audit committee and as a result our entire board of
directors performs the duties of an audit committee.  Our board of directors
will approve in advance the scope and cost of the engagement of an auditor
before the auditor renders audit and non-audit services.  As a result, we do
not rely on pre-approval policies and procedures.


<PAGE>

                            SIGNATURES

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


Date: March 11, 2004              LIBRA ALLIANCE CORPORATION

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






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