UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-K  [X] ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934  For the
fiscal year ended December 31, 2008  [
  ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934  For
transition period ___ to ____  Commission file number: 000-32451  LIBRA
ALLIANCE CORPORATION (Exact
name of registrant as specified in its charter) Nevada
(State
or other jurisdiction of incorporation or organization)
91-1829866
(I.R.S.
Employer Identification No.)2157
S. Lincoln Street, Salt Lake City, Utah
(Address
of principal executive offices)
84106
(Zip
Code)  Registrants
telephone number, including area code:  (801) 323-2395  Securities registered
under Section 12(b) of the Exchange Act:  None  Securities registered
under Section 12(g) of the Exchange Act:  Common Stock  Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.        Yes [
  ]   No [X]  Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.        Yes [
  ]   No [X]  Indicate by check
mark whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements for the past
90 days.           Yes [X]
  No [  ]  Indicate by check
mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K
is not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
     [   ]  1   Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company: Large
accelerated filer [  ]
Non-accelerated
filer   [  ]
Accelerated
filed [  ]
Smaller
reporting company [X]  Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).       Yes [X]   No [
  ]  The registrant did
not have an active trading market for its common stock as of the end of its most
recently completed second fiscal quarter; therefore, an aggregate market value
of shares of voting and non-voting stock held by non-affiliates cannot be
determined.  The number of shares
outstanding of the registrants common stock as of March 2, 2009, was
6,400,000.  Documents
incorporated by reference:  None   TABLE
OF CONTENTS  PART
I Item
1.  Business 3 Item
2.  Properties 6 Item
3.  Legal Proceedings 6 Item
4.  Submission of Matters to a Vote of Security Holders 6  PART
II Item 5.  Market
for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities 6 Item
6.  Selected Financial Data 7 Item
7.  Managements Discussion and Analysis of Financial Condition and Results
of Operations 7 Item
8.  Financial Statements and Supplementary Data 8 Item
9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 20 Item
9A(T).  Controls and Procedures 20 Item
9B.  Other Information 21  PART
III Item
10.  Directors, Executive Officers and Corporate Governance 21 Item
11.  Executive Compensation 22 Item 12.
 Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters 22 Item
13.  Certain Relationships and Related Transactions, and Director
Independence 23 Item
14.  Principal Accounting Fees and Services 24  PART
IV Item
15.  Exhibits, Financial Statement Schedules 24 Signatures 25    2   In
this annual report references to Libra, we, us, and our refer to Libra
Alliance Corporation  FORWARD LOOKING STATEMENTS  The Securities and
Exchange Commission (SEC) encourages companies to disclose forward-looking
information so that investors can better understand future prospects and make
informed investment decisions.  This report contains these types of
statements.  Words such as may, expect, believe, anticipate,
estimate, project, or continue or comparable terminology used in
connection with any discussion of future operating results or financial
performance identify forward-looking statements.  You are cautioned not to
place undue reliance on the forward-looking statements, which speak only as of
the date of this report.  All forward-looking statements reflect our
present expectation of future events and are subject to a number of important
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements.   PART I  ITEM
1.  BUSINESS  Historical
Development  Libra Alliance was
incorporated in the state of Nevada on May 5, 1997 to become an Internet service
provider for small- to mid-sized businesses.  We were unsuccessful in our
efforts to become an Internet service provider and abandoned that business plan.
 We are a development stage company at this time.  Our
Plan  Our business plan is
to seek, investigate, and, if warranted, acquire an interest in a business
opportunity.  Our acquisition of a business opportunity may be made by
merger, exchange of stock, or otherwise.  We have very limited sources of
capital, and we probably will only be able to take advantage of one business
opportunity.  As of the date of this filing we have not identified any
business opportunity that we plan to pursue, nor have we reached any preliminary
or definitive agreements or understandings with any person concerning an
acquisition or merger.  The current economy
creates more challenges for the success of our business plan.  With the
inconsistency of the stock market, the general lack of investor confidence and
the uncertainty related to the future global economy, management believes that
equity investments and transactions may be less attractive then they have been
in the past.  However, 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 expensive legal and accounting
fees and the length of time associated with the registration process of going
public.  But if the global economy continues to decline, then it is very
possible that there would be little or no economic value for another company to
enter into a transaction with Libra Alliance.  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.   3   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 their business
judgment.  Our activities are subject to several significant risks which
arise primarily as a result of the fact that we have no specific business plan
and may acquire or participate in a business opportunity based on the decision
of management which will, in all probability, act without consent, vote, or
approval of our stockholders.  We cannot assure you that we will be able to
identify and merge with or acquire any business opportunity which will
ultimately prove to be beneficial to us 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 our
search and we may become dormant or be dissolved.  It is possible that
the range of business opportunities that might be available for consideration by
us could be limited by the fact that our common stock is not listed to trade on
any market.  We cannot assure you that a market will develop or that a
stockholder will be able to liquidate his/her/its 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 that 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.  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 any potential business opportunities; however, none of our board of
directors or executive officers are professional business analysts.  (See
Part III, Item 10, below.)  Our President, April L. Erickson, has had
experience with a corporate acquisition.  She served as a director and
officer of another reporting shell company that acquired an operating company in
2007.  Due to managements limited experience with these types of
transactions, management intends to 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 principal executive officers.
 Each executive officer has other business interests to which they
currently devote attention, which include their primary employment.  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 judgment in a manner which is consistent with their fiduciary duties
to us.  A decision to
participate in a specific business opportunity may be made upon our managements
analysis of: · the
quality of the business opportunitys management and personnel, · the
anticipated acceptability of its new products or marketing concept, · the
merit of its technological changes, · the
perceived benefit that it will derive from becoming a publicly held entity, and · numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria.  4   No
one factor described above will be controlling in the selection of a business
opportunity.  Management will attempt to analyze all factors appropriate to
each opportunity and make a determination based upon reasonable investigative
measures and available data.  Potential business opportunities may occur in
many different industries and at various stages of development.  Thus, the
task of comparative investigation and analysis of such business opportunities
will be extremely difficult and complex.  Potential investors must
recognize that because of our limited capital available for investigation and
managements limited experience in business analysis, we may not discover or
adequately evaluate adverse facts about the business opportunity to be
acquired.  In many instances, we
anticipate that the historical operations of a specific business opportunity may
not necessarily be indicative of the potential for the future because of the
possible need to substantially shift marketing approaches, significantly expand
operations, change product emphasis, change or substantially augment management,
or make other changes.  We will be dependent upon the owners of a business
opportunity to identify any such problems which may exist and to implement, or
be primarily responsible for, the implementation of required changes.  Form of
Acquisition  We cannot predict the
manner in which we may participate in a business opportunity.  Specific
business opportunities will be reviewed as well as our needs and desires and
those of the promoters of the opportunity.  The legal structure or method
deemed by management to be suitable will be selected based upon our review and
our relative negotiating strength.  Such methods may include, but are not
limited to, leases, purchase and sale agreements, licenses, joint ventures and
other contractual arrangements.  We may act directly or indirectly through
an interest in a partnership, corporation or other forms of organization.
 We may be required to merge, consolidate or reorganize with other
corporations or forms of business organizations. In addition, our present
management and stockholders most likely will not have control of a majority of
our voting shares following a merger or reorganization transaction.  As
part of such a transaction, our existing directors may resign and new directors
may be appointed without any vote by our stockholders.  We likely will
acquire our participation in a business opportunity through the issuance of
common stock or other securities.  Although the terms of any such
transaction cannot be predicted, it should be noted that issuance of additional
shares also may be done simultaneously with a sale or transfer of shares
representing a controlling interest by current principal stockholders.  In the event we merge
or acquire a business opportunity, the successor company will be subject to our
reporting obligations.  This is commonly referred to as a back door
registration.  A back door registration occurs when a non-reporting
company becomes the successor of a reporting company by merger, consolidation,
exchange of securities, acquisition of assets or otherwise.  This type of
event requires the successor company to file a current report with the SEC which
provides the same kind of information about the company to be acquired that
would appear in a registration statement, including audited and pro forma
financial statements.  Accordingly, we may incur additional expense to
conduct due diligence and present the required information for the business
opportunity in any report.  Also, the SEC may elect to conduct a full
review of the successor company and may issue substantive comments on the
sufficiency of disclosure related to the company to be acquired, possibly
resulting in additional expense to that company.  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  5   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 reporting development stage companies, many of which may have more
funds available for such transactions.  Employees  We currently have no
employees.  Our management expects to confer with consultants, attorneys
and accountants as necessary.  We do not anticipate a need to engage any
full-time employees so long as we are seeking and evaluating business
opportunities.  We will determine the need for employees based upon a
specific business opportunity, if any.  ITEM
2.  PROPERTIES  We do not currently
own or lease any property.  Until we pursue a viable business opportunity
and recognize income we will not seek 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 2008
fiscal year.  PART II  ITEM
5.  MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES  Market
Information  Our common stock is
not listed to trade on any public market.  Holders and
Dividends  We had 43
stockholders of record as of March 2, 2009.  We have not declared dividends
on our common stock and do not anticipate paying dividends on our common stock
in the foreseeable future.  Recent Sales of
Unregistered Securities  None.  Issuer Purchase
of Securities  None.   6   ITEM 6.  SELECTED FINANCIAL DATA  Not applicable.   ITEM
7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS  We are a development
stage company that has not recorded revenues for the past two fiscal years.
 At December 31, 2008, we had $615 in cash and total liabilities of
$40,350.  We will need to raise additional capital during the next twelve
months to fund our basic operations.  Management intends to rely upon loans
to meet our cash requirements, but we have not entered into written agreements
guaranteeing funds and, therefore, no one is obligated to provide funds to us in
the future.  We may also rely on the issuance of our common stock in lieu
of cash to convert debt or pay for expenses.  Management
anticipates that the struggling global economy will restrict the number of
business opportunities available to us and will restrict the cash available for
such transactions.  There can be no assurance in the current economy that
we will be able to acquire an interest in an operating company.  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 anticipate that we will 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 to the registration requirements of the Securities Act of
1933.  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.  Off-Balance
Sheet Arrangements  None.     7   ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA    LIBRA
ALLIANCE CORPORATION  (A
Development Stage Company)  Financial Statements  December
31, 2008 and 2007   CONTENTS  Report
of Independent Registered Public Accounting Firm 9  Balance
Sheets 10  Statements
of Operations 11  Statements
of Stockholders Deficit 12  Statements
of Cash Flows 13  Notes
to the Financial Statements 14    8


[Logo]
CHISHOLM,
BIERWOLF, NILSON & MORRILL, LLC
Certified
Public Accountants
Phone
(801) 292-8756   Fax (801) 292-8809   www.cbnmcpa.com
Todd D.
Chisholm
Nephi J. Bierwolf
Troy F. Nilson
Douglas W.
Morrill  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To
the Board of Directors and Stockholders Libra
Alliance Corporation (A Development Stage Company) Salt
Lake City, Utah  We have audited the accompanying balance sheets of Libra Alliance
Corporation (a development stage company) as of December 31, 2008 and 2007 and
the related statements of operations, stockholders deficit and cash flows for
the years then ended and from inception on May 5, 1997  through December
31, 2008. These financial statements are the responsibility of the Companys
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.  We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
  The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting.  Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting.  Accordingly, we
express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
 We believe that our audits provide a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Libra Alliance
Corporation (a development stage company) as of December 31, 2008 and 2007 and
the results of its operations and cash flows for the years ended December 31,
2008 and 2007 and from inception on May 5, 1997 through December 31, 2008 in
conformity with generally accepted accounting principles in the United States of
America.  The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company has
suffered recurring losses and has no operations which raise substantial doubt
about its ability to continue as a going concern.  Managements plans in
regard to these matters are described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.  /s/
Chisholm, Bierwolf, Nilson & Morrill Chisholm,
Bierwolf, Nilson & Morrill Bountiful,
Utah 84010 March
24, 2009    PCAOB
Registered, Members of AICPA, CPCAF and UACPA533 West 2600 South, Suite
25   Bountiful, Utah 84010
12
South Main, Suite 208, Layton, Utah 84041


9    Libra Alliance
Corporation(A Development
Stage Company)Balance
SheetsDecember
31ASSETS





2008

2007CURRENT ASSETSCash




$
615
$
3,606Total Current
Assets



615

3,606TOTAL
ASSETS



$
615
$
3,606LIABILITIES
AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccounts Payable -
related party

$
9,850
$
9,850Accounts Payable




30,500

25,900Total Current
Liabilities



40,350

35,750Total
Liabilities




40,350

35,750STOCKHOLDERS' DEFICITCommon Stock, $.001 par
value; 20,000,000 sharesauthorized;
6,400,000 shares issued and outstanding

6,400

6,400Additional Paid in
Capital



51,800

51,800Deficit Accumulated
During the Development Stage

(97,935)

(90,344)Total
Stockholders' Deficit



(39,735)

(32,144)TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
$
615
$
3,606The accompanying
notes are an integral part of these financial
statements     10    Libra Alliance
Corporation(A Development
Stage Company)Statements of
OperationsFromInception
onFor the Years
Ended

May 5,
1997December 31

to Dec.
31,2008

2007

2008REVENUES




$
-
$
-
$
-EXPENSESGeneral
& Administrative




7,591

10,196

97,935Total
Expenses





7,591

10,196

97,935Net
Operating loss





(7,591)

(10,196)

(97,935)LOSS BEFORE TAXES




(7,591)

(10,196)

(97,935)TAXES






-

-

-NET LOSS





(7,591)
$
(10,196)
$
(97,935)NET LOSS PER SHARE




(0.00)
$
(0.00)WEIGHTED AVERAGE SHARES
OUTSTANDING

6,400,000

6,400,000The accompanying
notes are an integral part of these financial
statements     11     Libra Alliance Corporation(A Development Stage Company)Statements of Stockholders DeficitFrom  Inception on May 5, 1997 through December 31,
2008DeficitAccumulatedAdditional

During theCommon Stock

Paid-in

DevelopmentShares

Amount

Capital

StageCommon
stock, issued at inception for cashat
$.001 per share


1,000,000
$
1,000
$
-
$
-Common
stock, issued at inception for servicesat
$.001 per share


200,000

200

-

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

3,500

31,500

-Net
(loss) for the year ended December 31, 1997
-

-

-

(22,000)Balance
- December 31, 1997


4,700,000

4,700

31,500

(22,000)Net
(loss) for the year ended December 31, 1998
-

-

-

(9,900)Balance
- December 31, 1998


4,700,000

4,700

31,500

(31,900)Net
(loss) for the year ended December 31, 1999
-

-

-

(1,100)Balance
- December 31, 1999


4,700,000

4,700

31,500

(33,000)Common
stock issued for services at $.01 per share
200,000

200

1,800

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

500

9,500

-Net
(loss) for the year ended December 31, 2000
-

-

-

(12,700)Balance
- December 31, 2000


5,400,000

5,400

42,800

(45,700)Net
(loss) for the year ended December 31, 2001
-

-

-

-Balance
- December 31, 2001


5,400,000

5,400

42,800

(45,700)Net
(loss) for the year ended December 31, 2002
-

-

-

(5,139)Balance
- December 31, 2002


5,400,000

5,400

42,800

(50,839)Common
stock issued for services at $.01 per share
1,000,000

1,000

9,000

-Net
(loss) for the year ended December 31, 2003
-

-

-

(11,066)Balance
- December 31, 2003


6,400,000

6,400

51,800

(61,905)Net
(loss) for the year ended December 31, 2004
-

-

-

(2,136)Balance
- December 31, 2004


6,400,000

6,400

51,800

(64,041)Net
(loss) for the year ended December 31, 2005
-

-

-

(7,082)Balance
- December 31, 2005


6,400,000

6,400

51,800

(71,123)Net
(loss) for the year ended December 31, 2006
-

-

-

(9,025)Balance
- December 31, 2006


6,400,000

6,400

51,800

(80,148)Net
(loss) for the year ended December 31, 2007
-

-

-

(10,196)Balance
- December 31, 2007


6,400,000

6,400

51,800

(90,344)Net
(loss) for the year ended December 31, 2008
-

-

-

(7,591)Balance
- December 31, 2008


6,400,000
$
6,400
$
51,800
$
(97,935)The accompanying notes are an integral part of these
financial statements     12    Libra Alliance
Corporation(Development Stage
Company)Statements of Cash
FlowsFromInception
onMay 5,
1997For the years
ended

ThroughDecember 31,

December
31,2008

2007

2008Cash Flows from Operating
ActivitiesNet Loss



$
(7,591)
$
(10,196)
$
(97,935)Adjustments to
reconcile net (loss) to cash provided(used) by
operating activities:Shares
issued for services



-

-

22,200Changes in assets
and liabilities:Increase
in Accounts Payable and Accrued Expenses
4,600

12,300

40,350Net Cash Provided
(Used) by Operating Activities

(2,991)

2,104

(35,385)Cash Flows from Investing
Activities


-

-

-Cash Flows from Financing
Activities:Common stock issued
for cash


-

-

36,000Net Cash Provided
by Financing Activities


-

-

36,000Increase (Decrease) in
Cash



(2,991)

2,104

615Cash -beginning of
period



3,606

1,502

-Cash -end of period



$
615
$
3,606
$
615Supplemental Cash Flow
Information:Stock issued for
services




$
-
$
-
$
22,200Cash Paid
For:Interest




$
-
$
-
$
-Income
Taxes



$
-
$
-
$
-The accompanying
notes are an integral part of these financial
statements    13   Libra Alliance Corporation (A Development Stage Company) Notes to the Financial Statements December 31, 2008 and 2007  NOTE 1 - Summary of Significant Accounting Policies  a. Organization
& Consolidation Policy  Libra
Alliance Corporation (the Company), was incorporated May 5, 1997 under the laws
of the State of Nevada.  The Company is currently searching for business
opportunities and is in the development stage according to Financial Accounting
Standards Board Statement No. 7.  b. Recognition
of Revenue.  The
Company has adopted the provisions of SEC Staff Accounting Bulletin No. 104,
Revenue Recognition In Financial Statements (SAB 104), which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements filed with the SEC.  SAB 104 outlines the basic criteria that
must be met to recognize revenue and provides guidance for disclosure related to
revenue recognition policies.  In general, the Company recognizes revenue
related to monthly services provided when (i) persuasive evidence of an
arrangement exists, (ii) delivery has occurred or services have been rendered,
(iii) the fee is fixed or determinable and (iv) collectability is reasonably
assured.  c. Loss
Per Share  Loss
Numerator
Shares
Denominator
Per Share
AmountFor the year ended December 31, 2008:Basic
EPS
Loss
to common stockholders
$     (7,591)
6,400,000
$   (0.00)For the year ended December 31, 2007:Basic
EPS
Loss
to common stockholders
$   (10,196)
6,400,000
$
   (0.00)
  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    14   Libra Alliance Corporation (A Development Stage Company) Notes to the Financial Statements December 31, 2008 and 2007  NOTE 1 - Summary of Significant Accounting Policies
(continued)  e. Provision
for Income Taxes  No
provision for income taxes has been recorded due to net operating loss
carryforwards totaling $97,935 which will be offset against future taxable
income.  These NOL carryforwards begin to expire in the year 2017.  No
tax benefit has been reported in the financial statements because the Company
believes there is a 50% or greater chance the carryforward will expire
unused.  Deferred
tax asset and the valuation account are as follows as December 31, 2008 and
2007: December 31,2008

2007Deferred tax asset:NOL
carryforward
$
33,298
$
30,717Valuation
allowance

(33,298)

(30,717)$
--
$
--
  The
Company utilized the liability method of accounting for income taxes.
 Under the liability method, deferred income tax assets and liabilities are
provided based on the difference between the financial statements and tax basis
of assets and liabilities measured by the currently enacted tax rates in effect
for the years in which these differences are expected to reverse.  Deferred
tax expense or benefit is the result of changes in deferred tax assets and
liabilities.  Due to the change in ownership provisions of the Tax Reform Act of
1986, net operating loss carryforwards, for Federal income tax reporting
purposes are subject to annual limitations. Should a change in ownership occur,
net operating loss carryforwards may be limited as to their future use by the
Company.  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.  g. Fair Value of Financial Instruments  Unless
otherwise indicated, the fair values of all reported assets and liabilities
which represent financial instruments (none of which are held for trading
purposes) approximate the carrying values of such amounts.   15   Libra Alliance Corporation (A Development Stage Company) Notes to the Financial Statements December 31, 2008 and 2007  NOTE
2 - Going Concern  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company has minimal assets and has
had recurring operating losses for the past several years and is dependent upon
financing to continue operations.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.  It
is managements plan to find an operating company to merge with, thus creating
necessary operating revenue.  NOTE
3 - Development Stage Company  The
Company is a development stage company as defined in Financial Accounting
Standards Board Statement No. 7.  It is concentrating substantially all of
its efforts in raising capital and defining its business operation in order to
generate significant revenues.  NOTE
4 - Related Party Transactions  Through
the year ended December 31, 2005, the Company incurred $9,850 of professional
fees payable to professionals affiliated with First Equity Holdings Corp.
 An officer of the Company is also an employee of First Equity Holdings
Corp.  NOTE
5 - Capitalization  In
1997 the Company issued 1,000,000 shares of common stock for cash of $1,000
($.001 per share).  The Company issued 200,000 shares of stock for services
valued at $200.  It also issued 3,500,000 shares for cash of $35,000 ($.01
per share).  In
2000 the Company issued 200,000 shares of stock for services valued at $2,000.
 It also issued 500,000 shares of stock for services valued at $10,000.  During
2003, the Company issued 1,000,000 shares of stock for services valued at
$10,000 (or $.01 per share).  NOTE 6 - Recent Pronouncements  In
February, 2007, the FASB issued SFAS No. 159, The Fair Value Option For
Financial Assets And Financial Liabilities-Including An Amendment Of FASB
No. 115 (SFAS 159").  SFAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair value.
 The objective is to improve financial reporting by providing entities with
the opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions.  SFAS
159 is effective as of the beginning of an entitys first fiscal year that
begins after November 15, 2007.  Early adoption is permitted as of the
beginning of a fiscal year that  16   Libra Alliance Corporation (A Development Stage Company) Notes to the Financial Statements December 31, 2008 and 2007  NOTE
6 - Recent Pronouncements (Continued)  begins
on or before November 15, 2007, providing that the entity also elects to apply
the provisions of FASB No. 157, FAIR VALUE MEASUREMENTS.  The Company
does not presently anticipate that the adoption of SFAS 159 would have any
impact on its financial statements.  In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests In
Consolidated Financial Statements - An Amendment Of ARB No. 51.SFAS
160 requires that non-controlling (or minority) interests in subsidiaries be
reported in the equity section of
the companys balance sheet, rather than in a mezzanine section of the balance
sheet between liabilities and equity. SFAS 160 also changes the manner in which
the net income of the subsidiary is reported and disclosed in the controlling
companys income statement. SFAS 160 also establishes guidelines for accounting
for changes in ownership percentages and for deconsolidation. SFAS 160 is
effective for financial statements for fiscal years beginning on or after
December 1, 2008 and interim periods within those years; early adoption is not
permitted.  The Company does not expect SFAS 160 to have a material impact
on our results of operations, financial position, or cash flows.  In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations.
 SFAS 141(R) replaces SFAS No. 141, Business Combinations, but
retains the requirement that the purchase method of accounting for acquisitions
be used for all business combinations. SFAS 141(R) expands on the disclosures
previously required by SFAS 141, better defines the acquirer and the acquisition
date in a business combination, and establishes principles for recognizing and
measuring the assets acquired (including goodwill), the liabilities assumed and
any non-controlling interests in the acquired business. SFAS 141(R) also
requires an acquirer to record an adjustment to income tax expense for changes
in valuation allowances or uncertain tax positions related to acquired
businesses. SFAS 141(R) is effective for all business combinations with an
acquisition date in the first annual period following December 15, 2008; early
adoption is not permitted.  The Company does not expect SFAS No. 141(R) to
have a material impact on our results of operations, financial position, or cash
flows.  In
March 2008, the Financial Accounting Standards Board (FASB) issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging
Activities-an amendment of FASB Statement No. 133 ("SFAS No. 161").
SFAS No. 161 changes the disclosure requirements for derivative instruments and
hedging activities. Entities are required to provide enhanced disclosures about
how and why an entity uses derivative instruments, how the instruments are
accounted for under SFAS No. 133 and its related interpretations, and how the
instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows. The guidance in SFAS No. 161 is effective
for financial statements issued for fiscal years and interim periods beginning
after November 15, 2008 (fiscal year 2009 for the Company). The Company is
currently evaluating the potential impact of the adoption of SFAS No. 161
on its disclosures in the Company's financial statements.  17   Libra Alliance Corporation (A Development Stage Company) Notes to the Financial Statements December 31, 2008 and 2007  NOTE
6 - Recent Pronouncements (Continued)  In
May of 2008 the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 163, Accounting for Financial
Guarantee Insurance  an interpretation of FASB Statement No. 60, Accounting and
Reporting by Insurance Enterprises.This statement requires that an
insurance enterprise recognize a claim liability prior to an event of default
(insured event) when there is evidence that credit deterioration has occurred in
an insured financial obligation.  This statement also clarifies how
Statement 60 applies to financial guarantee insurance contracts.  This
statement is effective for fiscal years beginning after December 15, 2008.
 This statement has no effect on the Companys financial reporting at this
time.  In
May 2008, the FASB issued FSP APB No. 14-1, Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement) (FSP APB 14-1). FSP APB 14-1 clarifies that convertible debt
instruments that may be settled in cash upon either mandatory or optional
conversion (including partial cash settlement) are not addressed by paragraph 12
of APB Opinion No. 14, Accounting for Convertible Debt and Debt issued with
Stock Purchase Warrants.  FSP APB 14-1 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. The adoption of FSP APB 14-1 is not
expected to have a material impact on the Companys financial position, results
of operations or cash flows.  In
May of 2008, the FASB issued Statement No. 162, The Hierarchy of Generally
Accepted Accounting Principles.This statement identifies literature
established by the FASB as the source for accounting principles to be applied by
entities which prepare financial statements presented in conformity with
generally accepted accounting principles (GAAP) in the United States.  This
statement is effective 60 days following approval by the SEC of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning
of Present Fairly in Conformity With Generally Accepted Accounting Principles.This statement will require no changes in the Companys financial
reporting practices.  In
June 2008, the FASB issued FSP EITF No. 03-6-1, Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities (FSP EITF 03-6-1).  FSP EITF 03-6-1 mandates that unvested
share-based payment awards that contain nonforfeitable rights to dividends or
dividend equivalents be considered participating securities and be included in
the computation of earnings per share  pursuant to the two-class method.
This change will become effective for our fiscal year beginning November 2009,
and requires retrospective application for all periods presented. The adoption
of FSP EITF 03-6-1 is not expected to have a material impact on the Companys
financial position, results of operations or cash flows.     18   Libra Alliance Corporation (A Development Stage Company) Notes to the Financial Statements December 31, 2008 and 2007  NOTE
6 - Recent Pronouncements (Continued)  In
June 2008, the FASB ratified EITF Issue No. 07-5, Determining Whether an
Instrument (or Embedded Feature) Is Indexed to an Entitys Own Stock (EITF
07-5). EITF 07-5 mandates a two-step process for evaluating whether an
equity-linked financial instrument or embedded feature is indexed to the
entitys own stock. This Issue is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. Earlier application by an entity that has previously adopted an
alternative accounting policy is not permitted.  The adoption of EITF 07-5
is not expected to have a material impact on the Companys financial position,
results of operations or cash flows.  19   ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND
FINANCIAL DISCLOSURE  During the two most
recent fiscal years we have not had a change in, or disagreement with, our
independent registered public accounting firm.   ITEM
9A(T).  CONTROLS AND PROCEDURES  Disclosure
Controls and Procedures  We maintain
disclosure controls and procedures that are designed to ensure that information
required to be disclosed in our filings under the Exchange Act is recorded,
processed, summarized and reported within the periods specified in the rules and
forms of the SEC.  This information is accumulated to allow timely
decisions regarding required disclosure.  Our President who serves as our
principal executive officer and principal financial officer evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report.  Based on that evaluation, she concluded
that our disclosure controls and procedures were effective.  Managements
Annual Report on Internal Control over Financial Reporting  Management is
responsible to establish and maintain adequate internal control over financial
reporting.   Our principal executive officer is responsible to design
or supervise a process that provides reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles.  The policies and procedures include: * maintenance
of records in reasonable detail to accurately and fairly reflect the
transactions and dispositions of assets, * provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures are being made only in
accordance with authorizations of management and directors, and * provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of assets that could have a material effect on
our financial statements.  For the year ended
December 31, 2008, management has relied on the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), Internal Control - Integrated
Framework, issued in 1992, to evaluate the effectiveness of our internal
control over financial reporting.  Based upon that framework, management
has determined that our internal control over financial reporting is
effective.  Our management
determined that there were no changes made in our internal controls over
financial reporting during the fourth quarter of 2008 that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.  This annual report
does not include an attestation report of our registered public accounting firm
regarding managements report on internal control over financial reporting.
 The managements report was not subject to attestation by the our
registered public accounting firm pursuant to temporary rules of the SEC that
permit the company to provide only the managements report in this annual
report.  20   ITEM 9B.  OTHER INFORMATION  None.   PART III  ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Directors and
Executive Officers  Our directors and
executive officers and their respective ages 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
TermApril
L. Erickson
34
Director
and President
July
1999 until next annual meetingAnthony
S. Clayton
27
Director
and Secretary/Treasurer
March
2008 until next annual meeting
  April L.
Erickson -  Ms. Marino has worked as management assistant
with First Equity Holdings Corp. since December 1997 where she specializes in
small company management and development.  She formerly worked in sales and
service in the personal insurance products market for several insurance
companies.  Anthony S.
Clayton - Mr. Clayton has been employed as a manager of Fitness
Equipment Source since 2001.  He has a keen interest in business management
and organization.  Compliance with
Section 16(a) of the Exchange Act  Section 16(a) of the
Securities Exchange Act of 1934 requires our directors, executive officers and
persons who own more than ten percent of a registered class of our equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of common stock and our other equity securities.
 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 our review of these reports, we believe Mr.
Clayton did not file a Form 3 report for the year ended December 31, 2008.  Code of
Ethics  Since we have only
two persons serving as directors and executive officers and because 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 comply with
applicable governmental laws and regulations.     21   Committees  We are a smaller
reporting company with minimal operations and only two persons serving as
directors and executive officers.  As a result, we do not have a standing
nominating committee for directors, nor do we have an audit committee with an
audit committee financial expert serving on that committee.  Our board of
directors acts as our nominating and audit committee.   ITEM
11.  EXECUTIVE COMPENSATION  Executive
Officer Compensation  Our principal
executive officer did not receive compensation during the year ended December
31, 2008.   None of our executive officers received any cash or
non-cash compensation during the past three fiscal years and they do not have
outstanding equity awards at year end.  We have not entered into an
employment contract with our executive officers and their compensation, if any,
will be determined at the discretion of our board of directors.  We do not offer
retirement benefit plans to our executive officers, nor have we entered into any
contract, agreement, plan or arrangement, whether written or unwritten, that
provides for payments to a named executive officer at or in connection with the
resignation, retirement or other termination of a named executive officer, or a
change in control of the company or a change in the named executive officers
responsibilities following a change in control.  Compensation of
Directors  We do not have any
standard arrangement for compensation of our director for any services provided
as director, including services for committee participation or for special
assignments.   ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS  Securities
Under Equity Compensation Plans  None.  Beneficial
Ownership  The following tables
set forth the beneficial ownership of our outstanding common stock of our
management and of each person or group known by us to own beneficially more than
5% of our outstanding 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 2, 2009.      22    CERTAIN BENEFICIAL OWNERSName
and address
of
beneficial owner
Amount and nature
of beneficial ownership
Percent
of classEmpire
Fund Managers
3353 South
Main
Salt
Lake City, UT 84115
500,000
7.8First
Equity Holdings Corp.
2157 S. Lincoln
Street
Salt
Lake City, UT 84106
500,000
7.8Technology
Equity Fund Corp.
525 South 300
East
Salt
Lake City, UT 84111
500,000
7.8M.
Jeanne Ball
6071 Aries
Drive
Salt
Lake City, UT 84118
400,000
6.3Anita
Patterson
588 North West
Capital
Salt
Lake City, UT 84103
400,000
6.3Mitchell
T Godfrey, Trustee
230 North Fork
Ray Creek
Townsend,
MT 59644
395,000
6.2  MANAGEMENTName
of beneficial owner
Amount and nature
of beneficial ownership
Percent
of classApril
L. Erickson
225,000
3.5Anthony
S. Clayton
25,000
Less  than 1%Directors
and officers as a group
250,000
3.9   ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE  Transactions
with Related Parties  During the past two
fiscal years we have not engaged in, or propose to engage in, any transactions
involving our executive officers or directors, 5% or more stockholders or
immediate family members of such persons.     23   Director
Independence  Our directors are not
independent directors as defined by Nasdaq Stock Market Rule 4200(a)(15).  ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES  Auditor
Fees  The following table
presents the aggregate fees billed for each of the last two fiscal years by our
independent registered public accounting firm, Chisholm, Bierwolf, Nilson, &
Morrill, LLC, Certified Public Accountants, in connection with the audit of our
financial statements and other professional services rendered by that accounting
firm. 2007

2008Audit
fees
$      1,958

$       2,200Audit-related
fees
0

0Tax
fees
0

0All
other fees
$   
        0

$      
      0  Audit fees represent
the professional services rendered for the audit of our annual financial
statements and the accounting firm review of our financial statements included
in quarterly reports, along with services normally provided by the firm in
connection with statutory and regulatory filings or engagements.
 Audit-related fees represent professional services rendered for assurance
and related services by the accounting firm that are reasonably related to the
performance of the audit or review of our financial statements that are not
reported under audit fees.  Tax fees represent
professional services rendered by the accounting firm for tax compliance, tax
advice, and tax planning.  All other fees represent fees billed for
products and services provided by the accounting firm, other than the services
reported for the other categories.  Pre-approval
Policies  We do not have an
audit committee currently serving and as a result our board of directors
performs the duties of an audit committee.  Our board of directors will
evaluate and approve in advance the scope and cost of the engagement of an
auditor.  We do not rely on pre-approval policies and procedures.  PART IV  ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibits  No. Description 3.1 Articles
of Incorporation, dated May 5, 1997 (Incorporated by reference to exhibit 3.1 of
Form 10-SB, filed March 15, 2001) 3.2 Bylaws
of Libra Alliance Corporation (Incorporated by reference to exhibit 3.3 of Form
10-SB, filed March 15, 2001) 31.1 Principal
Executive Officer Certification 31.2 Principal
Financial Officer Certification 32.1 Section
1350 certification  24   SIGNATURES  Pursuant to the
requirements Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, there unto duly authorized  **LIBRA
ALLIANCE CORPORATION**    By:  /s/
April L. Erickson April
L. Erickson, President  Date:  March 27,
2009   Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.     /s/ April L.
Erickson April L. Erickson Director and
President Principal Executive
Officer Principal Financial
and Accounting Officer  Date: March 27,
2009    /s/ Anthony S.
Clayton Anthony S.
Clayton Director and
Secretary/Treasurer  Date: March 27,
2009  25