UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q/A-1   (Mark One)  SQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended March 31, 2008. or  £TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from _______________________  to  ___________________________  Commission File Number:  000-52746  LIBERTY ALLIANCE, INC. (Exact name of registrant as specified in its charter)  Delaware87-0438200(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)899 South Artistic Circle84663(Address of principal executive offices)(Zip Code)  (801) 489-4802 (Registrants telephone number, including area code)  _______________________________________________________ (Former name, former address and former fiscal year, if changed since last report)  Indicate by check mark whether the registrant (1) has 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.      S  Yes  £   No  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer £ Accelerated filer £  Non-accelerated filer £  (Do not check if a smaller reporting company) Smaller reporting company S  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  S   Yes  £   No  Indicate the number of shares outstanding of each of the issuers classes of common stock, as of March 31, 2008:  22,413,675   Explanation  Liberty Alliance, Inc. (the Company, our or we) determined that certain of the disclosures made in the original quarterly report on Form 10-Q for the quarter ended March 31, 2008, did not respond fully to the items required by Form 10-Q or did not conform completely to the requirements of Form 10-Q.  The following material changes have been made to this amended report:  · The Company has indicated on the cover page that it has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or shorter period) and that it has been subject to such filing requirements for the past 90 days;  · Item 4T of Part I has been amended to provide the information about the Companys evaluation of disclosure controls and procedures;  · The risk factors set forth in Item 1A of Part II have been eliminated because as a smaller reporting company, the Company is not required to provide such information;  · Paragraphs (4) and (5) of the certification required pursuant to Exhibit 31 have been amended to conform to the disclosure required in such item and the signature block has been amended to reflect that Mr. White is the principal executive and financial officer of the Company; and  · The signature block of the certification included in Exhibit 32 has been amended to reflect that Mr. White is the principal executive and financial officer of the Company  The Company has made several formatting changes, including the following:  · The introductory paragraph preceding the unaudited financial statements under Item 1 of Part I has been eliminated since it is repeated in Footnote 1 to the financial statements;  · The headings under Part II for which no information is required or the answer is negative have been omitted;  · The information under Item 6 of Part II in regard to the prior filing of an 8-K has been removed since this information is not required; and  · The references in the exhibits table to the exhibits not filed with the original report have been omitted.  This Amendment No. 1 continues to speak as of the date of the original Form 10-Q for the three months ended March 31, 2008, and we have not updated or amended the disclosures contained herein to reflect events that have occurred since the filing of the original Form 10-Q, or modified or updated those disclosures in any way other than as described in the preceding paragraphs.  Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the original Form 10-Q on April 7, 2008.  2    LIBERTY ALLIANCE, INC. FORM 10-Q MARCH 31, 2008  INDEX PagePART I.Financial Information4Item 1.Unaudited Condensed Financial Statements5Unaudited Condensed Balance Sheets  March 31, 2008 and December 31, 20076Unaudited Condensed Statements of Operations for the three months ended March 31, 2008 and 2007, and from re-entering development stage on April 19, 2006 through March 31, 20087Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2008 and 2007, and from re-entering development stage on April 19, 2006 through March 31, 20088Notes to Unaudited Condensed Financial Statements9Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations10Item 3.Quantitative and Qualitative Disclosures About Market Risk.13Item 4T.Controls and procedures13PART II.Other Information13Item 6.Exhibits13Signatures14   3    PART I. Financial Information  Item 1.  Financial Statements     LIBERTY ALLIANCE, INC. [A Development Stage Company]  UNAUDITED CONDENSED FINANCIAL STATEMENTS  MARCH 31, 2008     4   LIBERTY ALLIANCE, INC. [A Development Stage Company]     CONTENTS  PAGE   — Unaudited Condensed Balance Sheets, March 31, 2008 and December 31, 2007 6   — Unaudited Condensed Statements of Operations, for the three months ended March 31, 2008 and 2007 and from re-entering development stage on April 19, 2006 through March 31, 2008 7   — Unaudited Condensed Statements of Cash Flows, for the three months ended March 31, 2008 and 2007 and from re-entering development stage on April 19, 2006 through March 31, 2008 8    Notes to Unaudited Condensed Financial Statements 9  5   LIBERTY ALLIANCE, INC. [A Development Stage Company]  UNAUDITED CONDENSED BALANCE SHEETS  ASSETSMarch 31,December 31,20082007CURRENT ASSETS:Cash$3,311$33Total Current Assets3,31133Total Assets$3,311$33LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIES:Accounts payable$-$9,882Related party loans21,000-Accrued interest13,65712,747Accrued interest  related party113-Note payable47,92047,920Current portion of convertible notes and accrued interest5,457-Total Current Liabilities88,14770,549CONVERTIBLE NOTES AND ACCRUED INTEREST-5,357Total Liabilities88,14775,906STOCKHOLDERS' EQUITY (DEFICIT):Preferred stock, $0.001 par value,5,000,000 shares authorized,no shares issued and outstanding--Common stock, $0.001 par value,100,000,000 shares authorized,22,413,675 shares issued and outstanding22,41422,414Capital in excess of par value1,303,5261,303,526Retained Earnings (Deficit)(1,357,212)(1,357,212)Deficit accumulated during thedevelopment stage(53,564)(44,601)Total Stockholders' Equity (Deficit)(84,836)(75,873)Total Liabilities and Stockholders Equity (Deficit)$3,311$33  Note: The balance sheet at December 31, 2007 was taken from the audited financial statements at that date and condensed.  The accompanying notes are an integral part of these unaudited condensed financial statements.  6   LIBERTY ALLIANCE, INC. [A Development Stage Company]  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS   Fromre-enteringDevelopmentStage onFor the ThreeApril 19, 2006Months EndedthroughMarch 31,March 31,200820072008REVENUE$-$-$-OPERATING EXPENSES:Professional fees7,7331,35040,140Other general and administrative973895,212Total Operating Expenses7,8301,73945,352LOSS BEFORE OTHER INCOME (EXPENSE)(7,830)(1,739)(45,352)OTHER INCOME (EXPENSE):Interest expense(1,020)(915)(8,099)Interest expense  related party(113)-(113)Total Other Income (Expense)(1,133)(915)(8,212)LOSS BEFORE INCOME TAXES(8,963)(2,654)(53,564)CURRENT INCOME TAX EXPENSE---DEFERRED INCOME TAX EXPENSE---NET LOSS$(8,963)$(2,654)$(53,564)BASIC AND DILUTEDLOSS PER COMMON SHARE$(0.00)$(0.00)WEIGHTED AVERAGE OUTSTANDING SHARES22,413,67522,002,564  The accompanying notes are an integral part of these unaudited condensed financial statements.  7   LIBERTY ALLIANCE, INC. [A Development Stage Company]  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS  Fromre-enteringDevelopmentStage onFor the ThreeApril 19, 2006Months EndedthroughMarch 31,March 31,200820072008Cash Flows from Operating Activities:Net loss$(8,963)$(2,654)$(53,564)Adjustments to reconcile net loss to net cashprovided (used) by operating activities:Changes in assets and liabilities:Decrease (increase) in prepaid expense-(1,900)-Increase (decrease) in accounts payable(9,882)(377)(1,334)Increase in accrued interest1,0109137,096Increase in accrued interest  related party113-113Net Cash Provided (Used) by Operating Activities(17,722)(4,018)(47,689)Cash Flows from Investing Activities---Net Cash (Used) by Investing Activities---Cash Flows from Financing Activities:Proceeds from related party loans21,000-23,500Cash used to repay related party loans--(2,500)Proceeds from loans1,000-6,000Cash used to repay loans(1,000)-(6,000)Proceeds from convertible notes payable-5,00010,000Cash used to repay convertible notes payable--(5,000)Proceeds from common stock issuances-5,00025,000Net Cash Provided by Financing Activities21,00010,00051,000Net Increase (Decrease) in Cash3,2785,9823,311Cash at Beginning of Period33117-Cash at End of Period$3,311$6,099$3,311Supplemental Disclosures of Cash Flow Information:Cash paid during the period for:Interest$10$2$1,101Income taxes$-$-$-  Supplemental Schedule of Noncash Investing and Financing Activities:  For the three months ended March 31, 2008:  None  For the three months ended March 31, 2007:  None  The accompanying notes are an integral part of these unaudited condensed financial statements.  8   LIBERTY ALLIANCE, INC. [A Development Stage Company]  NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Condensed Financial Statements -The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2008 and 2007 and for the periods then ended have been made.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys December 31, 2007 audited financial statements.  The results of operations for the periods ended March 31, 2008 and 2007 are not necessarily indicative of the operating results for the full year.  NOTE 2 - GOING CONCERN  The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has a working capital deficit of $84,836 as of March 31, 2008, has incurred net losses of $8,963 and $2,654 during the three months ended March 31, 2008 and 2007, respectively, has negative cash flows from operating activities, and has no revenue-generating activities.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.  NOTE 3  RELATED PARTY TRANSACTIONS  Loans from a Stockholder  In January and March 2008, an officer/stockholder of the Company loaned a total of $21,000 to the Company which is still owed as of March 31, 2008.  The Company has accrued interest on the loans at 8% per annum.  Interest expense on the loans totaled $113 and $0 for the three months ended March 31, 2008 and 2007, respectively.  NOTE 4  NOTES PAYABLE AND LOANS  In February 2008, the Company borrowed $1,000 with interest at 8% per annum which was repaid during March 2008 along with $10 of accrued interest.  Interest expense on the loan totaled $10 and $0 for the three months ended March 31, 2008 and 2007, respectively.  In December 2003, the Company renegotiated an existing debt into a 6% note payable due on demand.  Interest expense on the note totaled $910 and $856 for the three months ended March 31, 2008 and 2007, respectively.  Convertible Notes Payable - In February 2007, the Company issued two $2,500 convertible notes payable due in February 2009.  Interest expense on the notes totaled $100 and $57 for the three months ended March 31, 2008 and 2007, respectively.  NOTE 5 - INCOME TAXES  The Company has available at March 31, 2008, net operating loss carryforwards of approximately $37,700 which may be applied against future taxable income and which expire in 2026, 2027 and 2028.  The net deferred tax assets are approximately $11,600 and $9,600 as of March 31, 2008 and December 31, 2007, respectively, with an offsetting valuation allowance of the same amount.  The change in the valuation allowance for the three-month period ended March 31, 2008 is approximately $2,000.   9   Item 2.  Managements Discussion and Analysis of Financial Condition or Plan of Operation  Forward-Looking Statement Notice  This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  For this purpose any statements contained in this Form 10-Q 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 our control.  These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.  Description of Business.  The Company was organized under the laws of the State of Utah on September 30, 1986 as G & G Management, Inc.  On December 8, 1986 the Company changed its name to Utah Innovation Associates, Inc.  The Company was formed to act as a small business innovation center to assist in the creation and development of companies involved in high-technology and bio-technology research and development.  In June 1989, the Company changed its name to Champion Concepts, Inc.  At that time the Company began phasing out its plans of acting as a business incubator and expanded its search of potential acquisition candidates. On November 26, 1991 the Company merged with Liberty Alliance, Inc., a Delaware corporation.  From 1991 to 1994 the Company engaged in selling memberships in a consumer discount program that negotiated discounts for its members.  The business plan failed and in September 1994 management filed for Chapter 7 protection in the United States Bankruptcy Court.  The Company has remained dormant until 2006 when it began preparations to become a public shell and seek new business opportunities.  The Company plans to acquire, or merge with a targeted operating business that is seeking public company status.  In August 2006 the Company changed its name to Vestige, Inc., and in September 2006 the Company changed its name back to Liberty Alliance, Inc.  We have now focused our efforts on seeking a business opportunity.  The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a foreign or domestic private company to become a reporting (public) company whose securities are qualified for trading in the United States secondary market.  Sources of Opportunities  We anticipate that business opportunities may arise from various sources, including officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.  We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our officers and directors as well as indirect associations between them and other business and professional people.  Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, we may retain such firms if management deems it in our best interests.  In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.  10   Criteria  We will not restrict our search to any particular business, industry or geographical location.  We may acquire a business opportunity in any stage of development.  This includes opportunities involving start up or new companies.  In seeking a business venture, management will base their decisions on the business objective of seeking long-term capital appreciation in the real value of our company.  We will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product.  In analyzing prospective business opportunities, management will consider the following factors:  · available technical, financial and managerial resources;  · working capital and other financial requirements;  · the history of operations, if any;  · prospects for the future;  · the nature of present and expected competition;  · the quality and experience of management services which may be available and the depth of the management;  · the potential for further research, development or exploration;  · the potential for growth and expansion;  · the potential for profit; and  · the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.  Generally, our management will analyze all available factors and make a determination based upon a composite of available facts, without relying on any single factor.  Methods of Participation of Acquisition  Management will review specific businesses and then select the most suitable opportunities based on legal structure or method of participation.  Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transactions.  Management may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.  Procedures  As part of our investigation of business opportunities, officers and directors may meet personally with management and key personnel of the firm sponsoring the business opportunity.  We may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.  11   We will generally ask to be provided with written materials regarding the business opportunity. These materials may include the following:  · descriptions of product, service and company history; management resumes;  · financial information;  · available projections with related assumptions upon which they are based;  · an explanation of proprietary products and services;  · evidence of existing patents, trademarks or service marks or rights thereto;  · present and proposed forms of compensation to management;  · a description of transactions between the prospective entity and its affiliates;  · relevant analysis of risks and competitive conditions;  · a financial plan of operation and estimated capital requirements;  · and other information deemed relevant.  Competition  We expect to encounter substantial competition in our efforts to acquire a business opportunity.  The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.  Employees  We do not currently have any employees but rely upon the efforts of our officer and director to conduct our business.  We do not have any employment or compensation agreements in place with our officer and director although he is reimbursed for expenditures advanced on our behalf.  Description of Property  We do not currently own any property.  Mr. White, our president, allows us to use his office in Springville, Utah on a rent-free basis.We will not seek independent office space until we pursue a viable business opportunity and recognize income.  Three Month Periods Ended March 31, 2008 and 2007  Our revenues, since re-entering the development stage on April 19, 2006, total $0 and we have a cumulative net loss of $53,564 for the same period through March 31, 2008.  Our revenues for the three months ending March 31, 2008 were $0 compared to $0 for the same period in 2007. For the three months ending March 31, 2008 net loss was $8,963 compared to $2,654 for the same period in 2007.  Expenses during the three months ended March 31, 2008, consisted of $7,830 in general and administrative expense, and $0 in depreciation and amortization.  Expenses during the comparable period in 2007 consisted of $0 in depreciation and amortization and $1,739 in general and administrative expenses. Interest expense totaled $1,133 and $915 for the three months ended March 31, 2008 and 2007, respectively.  As of March 31, 2008 our total assets were $3,311 consisting entirely of cash.  Total liabilities at March 31, 2008 are $88,147 consisting of $0 in accounts payable, $5,000 in convertible notes payable, $14,227 in accrued interest, $47,920 in notes payable, and $21,000 in shareholder advances.  12   Liquidity and Capital Resources  At March 31, 2008 we had $3,311 in cash and have had no revenues since re-entering the Development Stage on April 19, 2006. We estimate that general and administrative expenses for the next twelve months will be approximately $18,000.  At March 31, 2008 we also had total liabilities of $88,147.  As a result, we will need to generate up to $107,000 to pay our debts and meet our ongoing financial needs.  Since inception we have primarily financed our operations through the sale of common stock.  In order to raise the necessary capital to maintain our reporting company status, we may sell additional stock, arrange debt financing or seek additional advances from our officers or shareholders. We do not have any commitments for financing.  Item 3.  Quantitative and Qualitative Disclosures About Market Risk.  Not required by smaller reporting companies.  Item 4T.  Controls and Procedures.  (a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our president and our chief financial officer, carried out an evaluation of the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the "Evaluation Date"). Based upon that evaluation, our president and our chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to our management, including our president and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.  (b) Changes in Internal Control over Financial Reporting.  There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.   PART II  OTHER INFORMATION  Item 6.  Exhibits  Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.  SEC Ref. No.Title of DocumentLocation31Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Attached32Certification of Principal Executive Officer and Principal Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002Attached   13   SIGNATURES  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.   LIBERTY ALLIANCE, INC. (Registrant)    Date: May 7, 2008 /s/ Steven L. White Steven L. White, President and Treasurer (Principal Executive and Financial Officer)     14