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, 2002


[ ]   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, 2003, the registrant had 5,400,000 shares of common stock
outstanding.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


<PAGE>



                        Table of Contents

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

                             PART II

Item 5.  Market for common equity and related stockholder matters...........7
Item 6.  Plan of operations.................................................7
Item 7.  Financial statements...............................................8
Item 8.  Changes in and disagreements with accountants on accounting and
         financial disclosure..............................................19

                             PART III

Item 9.  Directors and executive officers; compliance with Section 16(a)...19
Item 10. Executive compensation............................................19
Item 11. Security ownership of certain beneficial owners and management....20
Item 12. Certain relationships and related transactions....................20
Item 13. Exhibits and reports on Form 8-K..................................21
Item 14. Controls and procedures...........................................21
Signatures and certifications .............................................22



                    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,


                                3
<PAGE>

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

Investigation and Selection of Business Opportunities

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

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

     Certain conflicts of interest exist or may develop between us and our
officers and directors.  Our management has other business interests to which
they currently devote attention, which include their primary employment and
management of other blank check reporting companies.  They may be expected to
continue to devote their attention to these other business interests although
management time should be devoted to our business.  As a result, conflicts of
interest may arise that can be resolved only through their exercise of
judgement in a manner which is consistent with their fiduciary duties to us.
In particular, 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. We may acquire or merge with companies of which our
management's  affiliates or associates have a direct or indirect ownership
interest.  If we determine in the future that a transaction with an affiliate
would be in our best interest we are permitted by Nevada law to enter into
such a transaction if:

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

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

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

                                4

<PAGE>

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

     In our analysis of a business opportunity we anticipate that 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 one of the factors described above will be controlling in the
selection of a business opportunity.  Management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potential business
opportunities may occur in many different industries and at various stages of
development.  Thus, the task of comparative investigation and analysis of such
business opportunities will be extremely difficult and complex. Potential
investors must recognize that, because of our limited capital available for
investigation and management's limited experience in business analysis, we may
not discover or adequately evaluate adverse facts about the opportunity to be
acquired.

Form of Acquisition

                                5
<PAGE>

     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 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 PROPERTIES

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

                    ITEM 3: LEGAL PROCEEDINGS

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

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

     We have not submitted a matter to a vote of our shareholders during the
fourth quarter of the 2002 fiscal year.

                             PART II

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

     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 41
stockholders of record on March 4, 2003.   We have not granted any options or

                                6

<PAGE>

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

Securities Under Equity Compensation Plans

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

Recent Sales of Unregistered Securities

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

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

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

     In connection with each of these isolated issuance's of our securities,
we believe that each purchaser was provided the same kind of information
regarding our company as would be available in a registration statement and we
reasonably believed each possessed sufficient sophistication to evaluate the
information provided.  In addition we believe each purchaser was aware that
the securities had not been registered under federal securities laws; acquired
the securities for his/her/its own account for investment purposes and not
with a view to or for resale in connection with any distribution for purposes
of the federal securities laws; understood that the securities would need to
be indefinitely held unless registered or an exemption from registration
applied to a proposed disposition; and was aware that the certificate
representing the securities would bear a legend restricting their transfer.

     As a result, we believe that the sale of our securities to the respective
acquirers did not constitute the sale of an unregistered security in violation
of the federal securities laws and regulations by reason of the exemptions
provided under  3(b) and 4(2) of the Securities, and the rules and regulations
promulgated thereunder.


                    ITEM 6:  PLAN OF OPERATION

     We have experienced losses from inception and for the year ended December
31, 2002, we had $2,361 cash on hand and current liabilities of $5,000.  Since
inception, we have primarily financed our operations through the sale of our
common stock.  Private placements of our common stock have provided operating
funds and paid for services provided by third parties and management
anticipates future private placements of our common shares will finance our
operations.

     We have no commitments for capital expenditures for the next twelve
months.   The majority of our expenses are related to our reporting
obligations under the Exchange Act.  We accrued $5,000 of expenses related to
the professional services required to prepare our reports and the costs of
filing the reports with the SEC.  We may repay these accounts payable with
cash, if available, or we may convert them into common stock. Also, if we
acquire a business opportunity we may incur additional reporting expenses
related to proxy or information statements we must provide to our stockholders
which disclose the company to be acquired's business operations, management
and financial condition.

                                7


<PAGE>

     During the next twelve months we believe that our current cash needs can
be met by loans from our directors, officers and stockholders based on
understandings we have with these individuals.  These understandings are not
written agreements and therefore these persons are not obligated to provide
funds.  We may repay these loans, costs of services  and advancements with
cash, if available, or we may convert them into common stock.

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

                  ITEM 7:   FINANCIAL STATEMENTS

                                8
<PAGE>












                   Libra Alliance Corporation

                       Financial Statements

                    December 31, 2002 and 2001




<PAGE> 9

                             CONTENTS


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

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

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

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

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

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





<PAGE> 10





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




                   INDEPENDENT AUDITOR'S REPORT



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

We have audited the accompanying balance sheets of Libra Alliance Corporation
(a development stage company) as of December 31, 2002 and 2001 and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2002 and 2001 and from inception May 5, 1997 through
December 31, 2002.  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, 2002 and 2001 and the results
of its operations and cash flows for the years ended December 31, 2002 and
2001 and from inception May 5, 1997 through December 31, 2002 in conformity
with generally accepted accounting principles in the United States of America.

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


/s/ Chisholm & Associates

Chisholm & Associates
North Salt Lake, Utah
January 2, 2003


<PAGE> 11

                    Libra Alliance Corporation
                  (A Development Stage Company)
                          Balance Sheets


                              ASSETS

                                                           December 31
                                                        2002         2001
                                                 ------------- -------------
CURRENT ASSETS

Cash (Note 1)                                    $      2,361  $      2,500
                                                 ------------- -------------

  TOTAL ASSETS                                   $      2,361  $      2,500
                                                 ============= =============


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts Payable - related party                 $      5,000  $          -
                                                 ------------- -------------
STOCKHOLDERS' EQUITY

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

Additional Paid in Capital                             42,800        42,800

Deficit Accumulated during the development stage      (50,839)      (45,700)
                                                 ------------- -------------

  Total Stockholders' Equity (deficit)                 (2,639)        2,500
                                                 ------------- -------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $      2,361  $      2,500
                                                 ============= =============




The accompanying notes are an integral part of these financial statements

                               -4-

<PAGE> 12

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

                                                              From
                                      For the Years Ended     Inception on
                                           December 31        May 5, 1997 to
                                        2002        2001      Dec. 31, 2002
                                  ------------- ------------- -------------

REVENUES                          $          -  $          -  $          -
                                  ------------- ------------- -------------
EXPENSES
  General & Administrative               5,139             -        50,839
                                  ------------- ------------- -------------

    Total Expenses                       5,139             -        50,839
                                  ------------- ------------- -------------

Net Loss                          $     (5,139) $          -  $    (50,839)
                                  ============= ============= =============

Net Loss Per Share                $          -  $          -  $      (0.01)
                                  ============= ============= =============
Weighted average
 shares outstanding                  5,400,000     5,400,000     5,004,743
                                  ============= ============= =============








The accompanying notes are an integral part of these financial statements

                               -5-
<PAGE> 13





                    Libra Alliance Corporation
                  (A Development Stage Company)
                Statements of Stockholders' Equity
     From Inception on May 5, 1997 through December 31, 2002






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





The accompanying notes are an integral part of these financial statements


                               -6-

<PAGE> 14

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

                                                                 From
                                                                 Inception on
                                         For the Years Ended     May 5, 1997
                                              December 31        Through
                                           2002        2001      Dec. 31, 2002
                                     ------------- ------------- -------------
Cash Flows from Operating Activities

  Net Loss                           $     (5,139) $          -  $    (50,839)
  Adjustments for non-cash items:
   Increase in Accounts Payable             5,000             -         5,000
   Shares issued for services                   -             -        12,200
                                     ------------- ------------- -------------
  Net Cash Provided (Used) by
    Operating Activities                     (139)            -       (33,639)
                                     ------------- ------------- -------------

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                  (139)            -         2,361

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

Cash  end of period                  $      2,361  $      2,500  $      2,361
                                     ============= ============= =============

Supplemental Cash Flow Information:

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

NonCash Financing Activities

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

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




The accompanying notes are an integral part of these financial statements

                               -7-

<PAGE> 15
                    Libra Alliance Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001

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, 2002:

 Basic EPS
  Income (loss) to common stockholders  $     ( 5,139)   5,400,000  $   (0.00)
                                        ============== ============ ==========
For the year ended December 31, 2001:

 Basic EPS
  Income (loss) to common stockholders  $           -    5,400,000  $   (0.00)
                                        ============== ============ ==========
From inception on May 5, 1997 to
December 31, 2002:

 Basic EPS
  Income (loss) to common stockholders  $     (50,839)   5,004,743  $   (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> 16

                    Libra Alliance Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001


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 $50,839 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, 2002 and 2001:
                                                          December 31,
                                                       2002         2001
                                                  ------------- -------------
         Deferred tax asset:
           NOL carryforward                       $      7,575  $      6,855

           Valuation allowance                         ( 7,575)      ( 6,855)
                                                  ------------- -------------

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

     f.  Use of estimates

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

NOTE 2 - Going Concern

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

NOTE 3 - Development Stage Company

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

                               - 9-

<PAGE> 17


                    Libra Alliance Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001



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.







                               -10-

<PAGE> 18


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

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


                             PART III

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

Directors and Executive Officers

     Our executive officer and director and her age and positions are set
forth below.  Biographical information is also 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      28    President, Secretary/Treasurer       July 9, 1999
                        Director

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

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,
2002, and representations from these reporting persons that no Forms 5 were
required, we believe all filing requirements under Section 16(a) were complied
with in a timely manner.

ITEM 10:  EXECUTIVE COMPENSATION

     None of our named executive officers received any cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights in excess of $100,000 from us during the past three
fiscal years.  Our President, Ms. Marino, who serves in a capacity similar to
chief executive officer, did not receive compensation during the year ended
December 31, 2002.  Ms. Marino did receive 200,000 shares of our common stock,
valued at $2,000, as compensation in fiscal year 2000.  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.



                                19
<PAGE>


ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the beneficial ownership of our
outstanding common stock by our management and each person or group known by
us to own beneficially more than 5% of our common stock.  Beneficial ownership
is determined in accordance with the rules of the SEC and generally includes
voting or investment power with respect to securities.  Except as indicated by
footnote, the persons named in the table below have sole voting power and
investment power with respect to all shares of common stock shown as
beneficially owned by them.  The percentage of beneficial ownership is based
on 5,400,000 shares of common stock outstanding as of March 4, 2003.



                    CERTAIN BENEFICIAL OWNERS

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

Technology Equity Fund Corp.      500,000                   9.3%
525 South 300 East
Salt Lake City, Utah 84111

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

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

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



                            MANAGEMENT

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

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


     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.

                                20

<PAGE>

            ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
3.1           Articles of Incorporation
             (Incorporate by reference to Exhibit 3.1 of Form 10-SB, filed
              March 15, 2001)
3.3           Bylaws of Libra Alliance Corporation
             (Incorporate by reference to Exhibit 3.2 of Form 10-SB, filed
              March 15, 2001)
99.1          Section 1350 certification

Reports on 8-K

     None

                 ITEM 14: CONTROLS AND PROCEDURES

     During the year ended December 31, 2002, we formalized the procedures we
rely on to ensure that material information regarding our company and its
operations is provided to the public in a timely manner.  On March 21, 2003,
our principal executive and financial officer, April Marino, evaluated the
effectiveness of these disclosure controls and procedures and determined that
there were no significant deficiencies in these procedures.

     Also, Ms. Marino did not identify any deficiencies or material weaknesses
in our internal controls, nor did she identify fraud that involved management
or other employees who had a significant role in our internal controls.  She
did not find any deficiencies or weaknesses which would require changes to be
made or corrective actions to be taken related to our internal controls.


                                21

<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 24, 2003        Libra Alliance Corporation


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

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, April Marino, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Libra Alliance
Corporation;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and


                                22

<PAGE>

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.





                              /s/ April Marino
Date:  March 24, 2003        ____________________________________
                             April Marino
                             Principal Executive Officer




            PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, April Marino, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Libra Alliance
Corporation;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant

                                23

<PAGE>

deficiencies and material weaknesses.



                             /s/ April Marino
Date: March 24, 2003        ____________________________________
                            April Marino
                            Principal Financial Officer





                                24