**UNITED
      STATES** **SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB**




xANNUAL
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For
      the
      fiscal year ended December 31, 2007




oTRANSITION
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE EXCHANGE ACT




For the transition period from oto
o




**Royal
      Equine Alliance Corporation**


*(Name
      of Registrant as specified in its charter)*




**Nevada**
              **20-4076559***(State
                  or other jurisdiction of*
              *(I.R.S.
                  Employer**incorporation
                  or jurisdiction)*
              *Identification
                  Number)*





**269
      South Beverly Drive, Suite 1222**


**Beverly
      Hills, California 90212**


*(Address
      of principal executive offices)*




***Copies
      of communications to:***




**JOSEPH
      I. EMAS**


**1224
      WASHINGTON AVENUE**


**MIAMI
      BEACH, FLORIDA 33139**


**TELEPHONE
      NO.: (305) 531-1174**


**FACSIMILE
      NO.: (305) 531-1274**





Registrant’s
      telephone number, including area code: **(** **Royal
      Equine) 882-6830**





Securities
      to be registered under Section 12(b) of the Act: **None**





Securities
      to be registered under Section 12(g) of the Act:





Title
                of each class
              to
                be so registered
            Name
                of each exchange on which
              each
                class is to be registeredCommon
                stock, par value $.0001
            “Over
                the Counter Bulletin Board”




(Title
      of
      class)Check whether the issuer is not required to file reports 9  pursuant
      to Section 13 or 15(d) of the Exchange Act.




Check
      whether the Registrant (1) filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act. during the past 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


xYes oNo




Check
      if
      there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
      S-B contained herein this form, and no disclosure will be contained, to the
      best
      of the 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.


oYes x No




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes x No
      o




State
      Registrant's revenues for its most recent fiscal year: **$** 4,000.




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price of $.05 the price of the
      last
      private placement of common equity: $55,000 **.**




**(ISSUERS
      INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
      YEARS)**




Check
      whether the Registrant has filed all documents and reports required to be filed
      by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
      securities under a plan confirmed by a court.


Yes x No
o :




**(APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)**




State
      the
      number of shares outstanding of each of the Registrant's classes of common
      stock, as of the latest practicable date.




4,900,000
      issued and outstanding as of March 31, 2008 .




**DOCUMENTS
      INCORPORATED BY REFERENCE: None.**




Transitional
      Small Business Disclosure Format (Check one): : No xYes o





**Royal
      Equine Alliance Corporation**


**FORM
      10-KSB - INDEX**





**Part
                I**Item
                1.
            Description
                of Business
            1Item
                2.
            Description
                of Property
            8Item
                3.
            Legal
                Proceedings
            8Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            8**Part
                II**Item
                5.
            Market
                for Common Equity and Related Stockholder Matters and Small Business
                Issuer Purchases of Equity Securities
            9Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            10Item
                7.
            Financial
                Statements
            12Item
                8.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            13Item
                8A.
            Controls
                and Procedures
            13Item
                8A(T)
            Management
                Report
            13Item
                8B
            Other
                information
            14**Part
                III**Item
                9.
            Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance:
                Compliance with Section 16(a) of the Exchange Act.
            15Item
                10.
            Executive
                Compensation
            17Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            19Item
                12.
            Certain
                Relationships and Related Transactions, and Director
                Independence
            19Item
                13.
            Exhibits
            19Item
                14.
            Principal
                Accountant Fees and Services
            20Signatures
            22Certifications







**EXPLANATORY
      NOTE**





This
      Annual Report on Form 10-KSB and the documents incorporated herein by reference
      contain forward-looking statements that have been made pursuant to the
      provisions of the Private Securities Litigation Reform Act of 1995. Such
      forward-looking statements are based on current expectations, estimates and
      projections about “Royal Equine” industry, management beliefs, and assumptions
      made by management. Words such as “anticipates,” “expects,” “intends,” “plans,”
”believes,” “seeks,” “estimates,” variations of such words and similar
      expressions are intended to identify such forward-looking statements. These
      statements are not guarantees of future performance and are subject to certain
      risks, uncertainties and assumptions that are difficult to predict; therefore,
      actual results and outcomes may differ materially from what is expressed or
      forecasted in any such forward-looking statements.





Unless
      otherwise noted, references in this registration statement to “Royal Equine” the
“Company,” “we,” “our” or “us” means Royal Equine Alliance Corporation, aNevada
      corporation.





**FORWARD
      LOOKING STATEMENTS**





There
      are
      statements in this registration statement that are not historical facts. These
      “forward-looking statements” can be identified by use of terminology such as
“believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,”
“expect,” “estimate,” “project,” “positioned,” “strategy” and similar
      expressions. You should be aware that these forward-looking statements are
      subject to risks and uncertainties that are beyond our control.  For a
      discussion of these risks, you should read this entire Registration Statement
      carefully.  Although management believes that the assumptions underlying
      the forward looking statements included in this Registration Statement are
      reasonable, they do not guarantee our future performance, and actual results
      could differ from those contemplated by these forward looking statements. The
      assumptions used for purposes of the forward-looking statements specified in
      the
      following information represent estimates of future events and are subject
      to
      uncertainty as to possible changes in economic, legislative, industry, and
      other
      circumstances. As a result, the identification and interpretation of data and
      other information and their use in developing and selecting assumptions from
      and
      among reasonable alternatives require the exercise of judgment. To the extent
      that the assumed events do not occur, the outcome may vary substantially from
      anticipated or projected results, and, accordingly, no opinion is expressed
      on
      the achievability of those forward-looking statements.  In the light of
      these risks and uncertainties, there can be no assurance that the results and
      events contemplated by the forward-looking statements contained in this
      Registration Statement will in fact transpire. You are cautioned not to place
      undue reliance on these forward-looking statements, which speak only as of
      their
      dates. We do not undertake any obligation to update or revise any
      forward-looking statements.





**PART
      I**





**Item
      1. BUSINESS**





**Business**





Royal
      Equine Alliance Corporation was incorporated in the State of Nevada on January
      10, 2006. Royal Equine Alliance Corporation is a startup and has not yet
      realized any revenues. Our efforts, to date, have focused primarily on the
      development and implementation of our business plan. No development-related
      expenses have been or will be paid to affiliates of Royal Equine Alliance
      Corporation.




Royal
      Equine Alliance Corporation has a principal business objective of eventually
      acquiring horse racing training properties and in the short term building an
      income stream from horse racing operations including race horse boarding,
      training and racing facilities, as well as revenue generation through the direct
      and indirect ownership of racing horses.








**Industry
      Background and Competition**





Race
      Horse owners face several problems once they acquire a race capable horse.
      The
      horse must be housed in a facility where the horse will be cared for, properly
      fed, exercised on a regular basis and carefully trained, virtually year round,
      on a suitable oval race track. While these duties are generally conducted under
      the direction of an experienced horse trainer who has been hired by the owner,
      it is incumbent that the trainer has a facility that can provide the environment
      for attention to all of these horse training needs.




**Real
      Estate Plan**




The
      Company intends to create a “mini-warehouse” that will be filled with stalls for
      boarding horses and each stall is intended to generate rental income. In
      addition, , we may have the ability to generate revenues from numerous other
      sources - for example, horse transportation service, providing
      training/management, trailer sales, etc.




We
      currently do not own or lease any of the facilities that we intend to make
      use
      of for purposes of implementing the plans disclosed in this plan. We have not,
      to date, made any definitive relations with trainers and/or race horse owners
      who are interested in contracting with us for use of the mini-warehouse facility
      referenced.




REAC’s
      initial planned facility is projected to have between 50 and 200 total horses.
      REAC intends to provide stall space for a fee. The individual horse owners
      are
      responsible for other animal costs and they pay for all of the costs associated
      with horse ownership (food, vet, insurance, farrier, training, transportation
      etc.).




**Business
      Model**





We
      were
      formed to eventually build real estate equity and create an income stream from
      potential Royal Equine properties, racing operations, and trainers. Furthermore,
      our business modal anticipates creating a network of Royal Equine owned
      properties that are designed to develop the various profit potentials offered
      in
      several areas of the “horse racing arena”. As we continue to grow, the Company
      plans to create a branded name of horse boarding/training/racing facilities
      through the direct ownership of these facilities. To provide additional value
      to
      the company, we plan to eventually offer investment partnership interests
      whereby potential future investors can take direct ownership in a portfolio
      of
      horses and participate directly in the purse winnings of those horses. In many
      cases these same horses will be stabled at Royal Equine properties and trained
      by Royal Equine trainers.


1




We
      plan
      primarily to be a real estate based enterprise and intends to take advantage
      of
      the three main areas of horse ownership and thus may be divided into three
      primary divisions. Since each type of horse competition requires that the owner
      utilize a specific type of training facility, REAC may obtain properties in
      any
      or all of the following three areas of horse racing:




a.
            Standardbred
                (Harness) Racing: Jockey rides in a two wheeled racing cart behind
                the
                horse.





b.
            Thoroughbred
                Racing: Jockey rides on top of
                horse





c.
            Hunter
                - Jumper Competition Horses: Arena rider/horse
                competition




**Strategic
      Plans and Corporate Objectives**




Our
      management plans to aggressively implement our business plan by acquiring
      suitable properties throughout North America and duplicating its operations
      over
      the next two fiscal years. The acquisition plan will be on a high growth
      schedule dependent on the use of Royal Equine equity to complete such
      transactions. The ideal property will be one that has an existing horse
      barn/stable operation and whose size would be about 40 to 100 acres, with a
      portion of the property located on flat terrain. Also, the property must contain
      the proper soil conditions for creation of an on-site race/training track.
      Proper soil conditions are imperative as they lower the cost of track
      construction and make the track much easier to maintain during periods of
      adverse weather conditions.




Our
      management feels that to develop the brand name, each Royal Equine facility
      must
      be a premier first class property. Since many horse owners are very concerned
      about the treatment of their animals, it is important to present an “arena” of
      total comfort to the owner. This will be accomplished by both the physical
      appearance of the facility, the skill level of the Royal Equine trainers,
      on-site amenities, frequent email reports to owners on training progress, racing
      results, supplements used, etc.





Current
      and all future management and personnel have been entrusted with the specific
      goal of operating each and every facet of the total operation in accordance
      to
      Royal Equine standards.




In
      addition, it is anticipated that, depending upon the location, every new
      facility may offer on-site amenities such as (a) tack store, (b) farrier
      facilities, (c) vet office, (d) café/bar operation. Each of these operations
      will be non-REAC owned business, but each area may generate additional rental
      income from leasing space to the individual business operators.




**Sources
      and Availability of Raw Materials and the Names of Principal
      Suppliers**




At
      this
      time we will not procure any raw materials and have no need for any principal
      suppliers as we do not produce a tangible product per se. Our company is a
      service oriented company.




2




However,
        our management intends to evaluate and where possible, offer horse owners,
        on-site, access to many of the supplies, foods, vitamins, supplements, hay,
        straw and other consumable products utilized in the training of a race horse
        and
        involved in a stable operation. This area has the potential to develop as
        an
        additional source of revenues for the company.




**Need
      for Government Approval**




We
      are
      not aware of the need to obtain governmental approval for any aspect of our
      operations with the possible exception of local business licenses, if
      applicable.




**Effect
      of existing or probable government regulations**




Royal
      Equine Alliance Corporation is not aware of any existing or probable government
      regulations that would have a material effect on our business.




**Number
      of total employees and number of full time employees**




Royal
      Equine Alliance Corporation is currently in the development stage. During the
      development stage, we plan to rely exclusively on the services of our officers
      and director to set up our business operations.





**Regulatory
      Mandates**





Royal
      Equine Alliance Corporation is not aware of any existing or probable government
      regulations that would have a material effect on our business.





**Administrative
      Offices**





Royal
      Equine’s administrative office is located at 269 South Beverly Drive, Suite
      1222


Beverly
      Hills, California 90212.





**Reports
      to Security Holders**





The
      public may read and copy any materials filed by us with the SEC at the SEC's
      Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. The
      public may obtain information on the operation of the SEC's Public Reference
      Room by calling the SEC at 1-800-SEC-0330. We will be an electronic filer and
      the SEC maintains an Internet site that contains reports, proxy and information
      statements, and other information regarding issuers that file electronically
      with the SEC which may be viewed at http://www.sec.gov/.




3




**Risk
      Factors**





Our
      common shares must be considered a speculative investment. Readers should
      carefully consider the risks described below before deciding whether to invest
      in shares of our common stock. If we do not successfully address any of the
      risks described below, there could be a material adverse effect on our business,
      financial condition or results of operations, and the trading price of our
      common stock may decline and investors may lose all or part of their investment.
      We cannot assure any investor that we will successfully address these
      risks.





The
      purchase of the common shares involves a number of significant risk factors.
      Purchasers of common shares should consider the following:





INVESTORS
      MAY LOSE THEIR ENTIRE INVESTMENT IF REAC FAILS TO FULLY IMPLEMENT ITS BUSINESS
      PLAN.




Royal
      Equine Alliance Corporation (“REAC”) was formed on January 10, 2006. REAC has no
      significant demonstrable operations record upon which you can evaluate the
      business and its prospects. To date, we have not generated any revenues and
      may
      incur losses in the foreseeable future. REAC’s prospects must be considered in
      light of the risks, uncertainties, expenses and difficulties frequently
      encountered by companies in their early stages of development. These risks
      include, without limitation, competition, the absence of any revenue streams,
      inexperienced management and lack of brand recognition. REAC cannot guarantee
      that it will be successful in accomplishing its objectives. If we fail to
      implement and establish a financial base of operations, we may be forced to
      cease operations, in which case investors may lose their entire
      investment.




FUTURE
      ADDITIONAL ISSUANCES OF SHARES OF OUR COMMON STOCK MAY CAUSE INVESTORS TO BEAR
      A
      SUBSTANTIAL RISK OF LOSS DUE TO IMMEDIATE AND SUBSTANTIAL
      DILUTION




We
      are
      authorized to issue up to 70,000,000 shares of common stock. Presently, there
      are 4,900,000 shares
      of
      common stock issued and outstanding as of the date of this prospectus. In the
      event we require additional capital, we may need to issue shares of our common
      stock in exchange for cash to continue as a going concern. There are no formal
      or informal agreements to attain such financing. We can not assure you that
      any
      financing can be obtained or, if obtained, that it will be on reasonable terms.
      Any such future additional issuances of our stock will increase outstanding
      shares and dilute stockholders’ interests.




INVESTORS
      HAVE LIMITED CONTROL OVER DECISION-MAKING BECAUSE MICHAEL SCHLOSSER, AN OFFICER,
      SOLE DIRECTOR AND SHAREHOLDER, CONTROLS THE MAJORITY OF OUR ISSUED AND
      OUTSTANDING COMMON STOCK.




Michael
      Schlosser, who is our President, Secretary, Treasurer and sole director,
      beneficially owns approximately 71.43% of our outstanding common stock. As
      a
      result, this one stockholder could exercise control over all matters requiring
      stockholder approval, including the election of directors and approval of
      significant corporate transactions. Such concentrated control may also make
      it
      difficult for our stockholders to receive a premium for their shares of our
      common stock in the event we enter into transactions which require stockholder
      approval. In addition, certain provisions of Nevada law could have the effect
      of
      making it more difficult or more expensive for a third party to acquire, or
      of
      discouraging a third party from attempting to acquire, control of us. For
      example, Nevada law provides that not less than two-thirds vote of the
      stockholders is required to remove a director, which could make it more
      difficult for a third party to gain control of our Board of Directors. This
      concentration of ownership further limits the power to exercise control by
      the
      minority shareholders.




WE
      MAY
      BE UNABLE TO GENERATE SALES WITHOUT SALES OR MARKETING.




We
      have
      not significantly commenced our planned operations and have limited sales and
      marketing capabilities. We cannot guarantee that we will be able to develop
      a
      significant sales and marketing plan or implement our strategic business plan.
      In the event we are unable to successfully execute these objectives, we may
      be
      unable to generate sufficient sales and operate as a going concern.




4





IF
      WE
      ARE UNABLE TO OBTAIN ADDITIONAL FUNDING, WE MAY BE FORCED TO GO OUT OF
      BUSINESS.




We
      have
      limited capital resources. To date, we have not generated any cash flow from
      our
      operations. Unless we begin to generate sufficient revenues from the
      implementation of our proposed business plan to finance operations as a going
      concern, we may experience liquidity and solvency problems. Such liquidity
      and
      solvency concerns may force us to go out of business if additional financing
      is
      not available. We have no intention of liquidating. In the event our cash
      resources are insufficient to continue operations, we intend to raise additional
      capital through offerings and sales of equity or debt securities. In the event
      we are unable to raise sufficient funds, we will be forced to go out of business
      and will be forced to liquidate. A possibility of such outcome presents a risk
      of complete loss of investment in our common stock.




IF
      WE
      ARE UNABLE TO CONTINUE AS A GOING CONCERN, INVESTORS MAY FACE A COMPLETE LOSS
      OF
      THEIR INVESTMENT.




We
      have
      yet to significantly commence our planned operations. As of the date of this
      Prospectus, REAC has had only limited start-up operations and has generated
      no
      revenues to date. Taking these facts into account, our independent auditors
      have
      expressed substantial doubt about our ability to continue as a going concern
      in
      the independent auditors’ report to the financial statements included in the
      registration statement, of which this prospectus is a part. If REAC’s business
      fails, the investors in this offering may face a complete loss of their
      investment.




COMPETITIVE
      PRESSURES FROM COMPETITORS WITH MORE RESOURCES MAY CAUSE US TO FAIL TO IMPLEMENT
      OUR BUSINESS MODEL.




Royal
      Equine Alliance Corporation is entering an arena which is a highly competitive
      market segment with relatively low barriers to entry. Within Canada and the
      United States there are numerous existing horse race training facilities and,
      on-site, race horse boarding at the major race track locations. There are also
      numerous parcels of undeveloped real estate that contain sufficient acreage
      and
      soil conditions that would permit the construction of suitable horse race
      training tracks and stall facilities and these facilities would provide
      additional completion. Some of our expected competitors include larger and
      more
      established global companies. Generally, our actual and potential competitors
      have longer operating histories, significantly greater financial and marketing
      resources, as well as greater name recognition. Therefore, many of these
      competitors may be able to devote greater resources than REAC to sales and
      marketing efforts, expanding their sphere of influence and hiring and retaining
      key employees. There can be no assurance that our current or potential
      competitors will not develop or offer comparable or superior services to those
      expected to be offered by us. Increased competition could result in lower than
      expected operating margins or loss of market share, either of which would
      materially and adversely affect our business, results of operation and financial
      condition.




OUR
      INTERNAL CONTROLS MAY BE INADEQUATE, WHICH COULD CAUSE OUR FINANCIAL REPORTING
      TO BE UNRELIABLE AND LEAD TO MISINFORMATION BEING DISSEMINATED TO THE
      PUBLIC.




Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting. As defined in Exchange Act Rule 13a-15(f),
      internal control over financial reporting is a process designed by, or under
      the
      supervision of, the principal executive and principal financial officer and
      effected by the board of directors, management and other personnel, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles and includes those policies and
      procedures that: (i) pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of the
      assets of the Company; (ii) 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 of the Company are being made only in accordance with
      authorizations of management and directors of the Company; and (iii) provide
      reasonable assurance regarding prevention or timely detection of unauthorized
      acquisition, use or disposition of the Company’s assets that could have a
      material effect on the financial statements.




We
      principally have one individual performing the functions of all officers and
      directors. This individual developed our internal control procedures and is
      responsible for monitoring and ensuring compliance with those procedures. As
      a
      result, our internal controls may be inadequate or ineffective, which could
      cause our financial reporting to be unreliable and lead to misinformation being
      disseminated to the public. Investors relying upon this misinformation may
      make
      an uninformed investment decision.




5


FAILURE
      BY US TO RESPOND TO CHANGES IN CONSUMER PREFERENCES COULD RESULT IN LACK OF
      SALES REVENUES AND MAY FORCE US OUT OF BUSINESS.




Any
      change in the preferences of our potential customers that we fail to anticipate
      could reduce the demand for our services. Decisions about our focus and the
      specific services we plan to offer will often be made in advance of entering
      the
      marketplace. Failure to anticipate and respond to changes in consumer
      preferences and demands could lead to, among other things, customer
      dissatisfaction, failure to attract demand for our proposed services and lower
      profit margins.




CERTAIN
      NEVADA CORPORATION LAW PROVISIONS COULD PREVENT A POTENTIAL TAKEOVER, WHICH
      COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.




We
      are
      incorporated in the State of Nevada. Certain provisions of Nevada corporation
      law could adversely affect the market price of our common stock. Because Nevada
      corporation law requires board approval of a transaction involving a change
      in
      our control, it would be more difficult for someone to acquire control of us.
      Nevada corporate law also discourages proxy contests making it more difficult
      for you and other shareholders to elect directors other than the candidate
      or
      candidates nominated by our board of directors.




THE
      COSTS AND EXPENSES OF SEC REPORTING AND COMPLIANCE MAY INHIBIT OUR
      OPERATIONS.




After
      the
      effectiveness of this registration statement, we will be subject to the
      reporting requirements of the Securities Exchange Act of 1934, as amended.
      The
      costs of complying with such requirements may be substantial. In the event
      we
      are unable to establish a base of operations that generates sufficient cash
      flows or cannot obtain additional equity or debt financing, the costs of
      maintaining our status as a reporting entity may inhibit out ability to continue
      our operations.




YOU
      MAY NOT BE ABLE TO SELL YOUR SHARES IN OUR COMPANY BECAUSE THERE IS NO PUBLIC
      MARKET FOR OUR STOCK.




To
      date,
      we have made no effort to obtain listing or quotation of our securities on
      a
      national stock exchange or association. We have not identified or approached
      any
      broker/dealers with regard to assisting us apply for such listing. We were
      planning on initially listing on the National Quotation Bureau’s Electronic Pink
      Sheets. However, DTC would not provide eligibility to the Issuer’s common stock
      for electronic transfer as we did not meet new issuer DTC eligibility. In order
      to meet DTC eligibility, we are, in this registration statement, registering
      our
      shareholders common stock for resale with the Securities and Exchange Commission
      pursuant to the Securities Act of 1933, as amended. Once our shareholders common
      stock is registered for resale and we are successful in obtaining fully
      reporting status, we will reapply for DTC eligibility. In the absence of being
      listed on a national stock exchange or association, no market may ever be
      available for investors in our common stock to sell their shares. Given the
      concentration of shares owned by Mr. Schlosser, we cannot guarantee that a
      meaningful trading market will develop. If a market ever develops for our Common
      Stock, of which we cannot guarantee success, the trading price of our common
      stock could be subject to wide fluctuations in response to various events or
      factors, many of which are beyond our control. In addition, the stock market
      may
      experience extreme price and volume fluctuations, which, without a direct
      relationship to the operating performance, may affect the market price of our
      stock.




INVESTORS
      MAY HAVE DIFFICULTY LIQUIDATING THEIR INVESTMENT BECAUSE REAC STOCK IS SUBJECT
      TO PENNY STOCK REGULATION.




The
      SEC
      has adopted rules that regulate broker/dealer practices in connection with
      transactions in penny stocks. Penny stocks generally are equity securities
      with
      a price of less than $5.00 (other than securities registered on certain national
      securities exchanges or quoted on the NASDAQ system, provided that current
      price
      and volume information with respect to transactions in such securities is
      provided by the exchange system). The penny stock rules require a broker/dealer,
      prior to a transaction in a penny stock not otherwise exempt from the rules,
      to
      deliver a standardized risk disclosure document prepared by the SEC that
      provides information about penny stocks and the nature and level of risks in
      the
      penny stock market. The broker/dealer also must provide the customer with bid
      and offer quotations for the penny stock, the compensation of the broker/dealer,
      and its salesperson in the transaction, and monthly account statements showing
      the market value of each penny stock held in the customer’s account. In
      addition, the penny stock rules require that prior to a transaction in a penny
      stock not otherwise exempt from such rules; the broker/dealer must make a
      special written determination that a penny stock is a suitable investment for
      the purchaser and receive the purchaser’s written agreement to the transaction.
      These disclosure requirements may have the effect of reducing the level of
      trading activity in any secondary market for a stock that becomes subject to
      the
      penny stock rules, and accordingly, customers in Company securities may find
      it
      difficult to sell their securities, if at all.


6




A
      LARGE PERCENTAGE OF OUR ISSUED AND OUTSTANDING COMMON SHARES ARE RESTRICTED
      UNDER RULE 144 OF THE SECURITIES ACT, AS AMENDED. WHEN THE RESTRICTION ON THESE
      SHARES IS LIFTED, AND IF THE SHARES ARE SOLD IN THE OPEN MARKET, THE PRICE
      OF
      OUR COMMON STOCK COULD BE ADVERSELY AFFECTED.




A
      large
      number (3,800,000) of the presently outstanding shares of common stock
      (4,900,000), are “restricted securities” as defined under Rule 144 promulgated
      under the Securities Act and may only be sold pursuant to an effective
      registration statement or an exemption from registration, if available. Rule
      144, as amended, is an exemption that generally provides that a person who
      has
      satisfied a one year holding period for such restricted securities may sell,
      within any three month period (provided we are current in our reporting
      obligations under the Exchange Act) subject to certain manner of resale
      provisions, an amount of restricted securities which does not exceed the greater
      of 1% of a company’s outstanding common stock or the average weekly trading
      volume in such securities during the four calendar weeks prior to such
      sale.




OUR
      STOCK IS A SPECULATIVE INVESTMENT THAT MAY RESULT IN LOSSES TO
      INVESTORS.




Our
      securities are characterized as microcap stock. The term “microcap stock”
applies to companies with low or “micro” capitalizations, meaning the total
      value of the company’s stock. Microcap companies typically have limited assets.
      Microcap stocks tend to be low priced and trade in very low volumes. Therefore,
      your entire investment may be lost should REAC be unable to completely implement
      its business plan.




We
      might
      ultimately list on the OTC Bulletin Board® (the “OTCBB”). The OTCBB is an
      electronic quotation system that displays real-time quotes, last-sale prices,
      and volume information for many OTC securities that are not listed on the NASDAQ
      Stock Market or a national securities exchange. Brokers who subscribe to the
      system can use the OTCBB to look up prices or enter quotes for OTC
      securities.




**SHOULD
      ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD
      THE
      UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY
      FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR
      PLANNED.**




**Special
      Note Regarding Forward-Looking Statements**





This
      filing contains forward-looking statements about our business, financial
      condition and prospects that reflect our management’s assumptions and good faith
      beliefs based on information currently available. We can give no assurance
      that
      the expectations indicated by such forward-looking statements will be realized.
      If any of our assumptions should prove incorrect, or if any of the risks and
      uncertainties underlying such expectations should materialize, our actual
      results may differ materially from those indicated by the forward-looking
      statements.





The
      key
      factors that are not within our control and that may have a direct bearing
      on
      operating results include, but are not limited to, acceptance of our proposed
      services and the products we expect to market, our ability to establish a
      customer base, managements’ ability to raise capital in the future, the
      retention of key employees and changes in the regulation of our
      industry.





There
      may
      be other risks and circumstances that management may be unable to predict.
      When
      used in this filing, words such as, “believes,” “expects,” “intends,” “plans,”
“anticipates,” “estimates” and similar expressions are intended to identify and
      qualify forward-looking statements, although there may be certain
      forward-looking statements not accompanied by such expressions.


7




**Item
      2. Description of Property**





The
      Company uses the mailing address of 9903 Santa Monica Boulevard, Suite 406,
      Beverly Hills, California 90212 and has the availability to utilize office
      space
      at that location. The services provided by Royal Equine better lend themselves
      to Royal Equine representatives meeting potential clients at the potential
      client’s principal place of business for not only convenience of the potential
      client, but for Royal Equine to better understand the business nature of the
      potential client. We believe that this arrangement is suitable and most
      cost-effective at this time. There are currently no proposed programs for the
      renovation, improvement or development of the facilities we currently
      use.





**Item
      3. Legal Proceedings**





To
      the
      best of our knowledge, during the past five years, none of the following
      occurred with respect to a present director or executive officer of the Company:
      (1)any bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the bankruptcy
      or within two years prior to that time; (2)any conviction in a criminal
      proceeding or being subject to a pending criminal proceeding (excluding traffic
      violations and other minor offenses); (3)being subject to any order, judgment
      or
      decree, not subsequently reversed, suspended or vacated, of any court of any
      competent jurisdiction, permanently or temporarily enjoining, barring,
      suspending or otherwise limiting his involvement in any type of business,
      securities or banking activities; and (4)being found by a court of competent
      jurisdiction (in a civil action), the Securities and Exchange Commission or
      the
      commodities futures trading commission to have violated a Federal or state
      securities or commodities law, and the judgment has not been reversed, suspended
      or vacated.





We
      are
      not a party to any legal proceedings, there are no known judgments against
      the
      Company, nor are there any known actions or suits filed or threatened against
      it
      or its officers and directors, in their capacities as such.  I am not aware
      of any disputes involving the Company and the Company has no known claim,
      actions or inquiries from any federal, state or other government agency.  I
      know of no claims against the Company or any reputed claims against it at this
      time.





**Item
      4. Submission of Matters to a Vote of Security Holders**





No
      matters were submitted to shareholders for the period ended December 31,
      2007.


8




**PART
      II**




**ITEM
      5.** **MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**




**Market
      Information**





The
      Issuer was planning on initially listing on the National Quotation Bureau’s
      Electronic Pink Sheets. However, DTC would not provide eligibility to the
      Issuer’s common stock for electronic transfer. On its website, DTC provides
      information regarding new issuer DTC eligibility. Generally, the only security
      issues that may be made eligible for DTC’s book-entry delivery services are
      those that either: (a) have been registered with the Securities and Exchange
      Commission pursuant to the Securities Act of 1933, as amended; (b) are exempt
      from registration pursuant to a Securities Act exemption that does not involve
      transfer or ownership restrictions; or (c) are eligible for resale pursuant
      to
      Rule 144A or Regulation S (and otherwise meet DTC’s eligibility criteria). While
      we believe that our common stock presently falls under item (b) in that the
      shares we are presently registering were issued in a manner that was exempt
      from
      registration pursuant to a Securities Act exemption that does not involve
      transfer or ownership restrictions. However, in order to fully satisfy the
      DTC
      eligibility requirements, we are registering the selling shareholders’ shares of
      common stock for resale pursuant to the Securities Act of 1933 and become a
      permanently reporting company under the Securities Exchange Act of 1934, as
      amended. Once we have accomplished these objectives, we will reapply for listing
      on the OTCBB .





**Holders
      of Our Common Stock**





As
      of the
      date of this Prospectus, REAC has 4,900,000 shares of $0.001 par value common
      stock issued and outstanding held by 28 shareholders of record.





REAC’s
      Transfer Agent is 1 st Global
      Stock Transfer, LLC, 7341 W. Charleston Blvd., Suite 130, Las Vegas, NV 89117,
      telephone number (702) 656-4919.




**Dividend
      Policy**





Royal
      Equine has never declared or paid any cash dividends on its common stock. For
      the foreseeable future, Royal Equine intends to retain any earnings to finance
      the development and expansion of its business, and it does not anticipate paying
      any cash dividends on its common stock. Any future determination to pay
      dividends will be at the discretion of the Board of Directors and will be
      dependent upon then existing conditions, including Royal Equine’s financial
      condition and results of operations, capital requirements, contractual
      restrictions, business prospects and other factors that the board of directors
      considers relevant.





9


**ITEM
      6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





Management's
      Discussion and Analysis contains various "forward looking statements" within
      the
      meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
      regarding future events or the future financial performance of the Company
      that
      involve risks and uncertainties. Certain statements included in this Form
      10−KSB, including, without limitation, statements related to anticipated cash
      flow sources and uses, and words including but not limited to ”anticipates",
      "believes", "plans", "expects", "future" and similar statements or expressions,
      identify forward looking statements. Any forward looking statements herein
      are
      subject to certain risks and uncertainties in the Company’s business, including
      but not limited to, reliance on key customers and competition in its markets,
      market demand, product performance, technological developments, maintenance
      of
      relationships with key suppliers and difficulties of hiring or retaining key
      personnel, all of which may be beyond the control of the Company. The Company's
      actual results could differ materially from those anticipated in these forward
      looking statements as a result of certain factors, including those set forth
      therein.





Management’s
      Discussion and Analysis of Consolidated Results of Financial Condition and
      Results of Operations ("MD&A") should be read in conjunction with the
      consolidated financial statements included herein. In addition, you are urged
      to
      read this report in conjunction with the risk factors described
      herein.





This
      discussion and analysis of financial position and results of operation is
      prepared as at December 31, 2007. The consolidated financial statements have
      been prepared using generally accepted accounting principles in the United
      States of America and, in the opinion of management, include all adjustments
      considered necessary for a fair presentation of financial position, results
      of
      operations and cash flows of the Company.




**Plan
      of Operations**





Royal
      Equine Alliance Corporation was incorporated in the State of Nevada on January
      10, 2006. REAC is a startup and has not yet realized any revenues. Our efforts,
      to date, have focused primarily on the development and implementation of our
      business plan. No development-related expenses have been or will be paid to
      affiliates of REAC.




During
      the period from inception through December 31, 2007, we generated no
      revenues of and incurred a net loss of $131,284. The cumulative net loss was
      attributable solely to general and administrative expenses related to the costs
      of start-up operations.




Our
      officer and director believe that our cash on hand as of December 31, 2007
      in the amount of $24,671 may not be sufficient to maintain our current minimal
      level of operations for current calendar year and management may need to explore
      other alternative sources of revenue.





If
      we do
      not generate sufficient revenues to meet our expenses over the next 12 months,
      or if we need additional capital to acquire real estate properties, we may
      need
      to raise additional capital. We intend to seek access to capital through the
      issues of debt securities or through issuing additional capital stock in
      exchange for cash, in order to continue as a going concern. There are no formal
      or informal agreements to attain such financing. We can not assure you that
      any
      financing can be obtained or, if obtained, that it will be on reasonable terms.
      Without realization of additional capital, it would be unlikely for us to
      continue as a going concern.




Since
      our
      incorporation, we have raised a total of $153,595 through private sales of
      our
      common equity.




10


On
      March
      3, 2008, Michael Schlosser, the holder of 3,500,000 shares of common stock
      of
      the Company, representing 71.43% of the Company’s issued and outstanding shares
      of Common Stock, sold his shares of Common Stock in a private transaction to
      Demitro Marianovich.


Our
      management believes that establishing our brand name is imperative to our
      ability to continue as a going concern. Establishing a personal local presence
      is critical to reaching a broad consumer base, including web based contacts.
      We
      intend to develop a comprehensive website to offer information about our company
      and provide contact information. We will update the website as time and
      financial assets allow. The website will be primarily for contact information
      and some general information about the company. It will serve as our secondary
      method of generating service contracts.




**Certain
      Relationships and Related Transactions**




In
      January 2006, REAC issued 3,500,000 shares of $0.001 par value common stock
      to
      Michael Schlosser, an officer and director, in exchange for services and
      cash.





**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements.





We
      do not
      expect to incur any significant research and development costs.





We
      currently do not own any significant plant or equipment that we would seek
      to
      sell in the near future.





We
      have
      not paid for expenses on behalf of our director. Additionally, we believe that
      this fact shall not materially change.





We
      do not
      intend to engage in a merger with, or effect an acquisition of, another company
      in the foreseeable future.





11


**ITEM
      7. FINANCIAL STATEMENTS**





Independent
                Auditors' Report
            F-1Consolidated
                Statements of Operations for the year ended December 31, 2007 and
                December
                31, 2006
            F-2Consolidated
                Statement of Cash Flows for the years ended December 31, 2007 and
                December
                31, 2006
            F-3Consolidated
                Balance Sheets as of December 31, 2007
            F-4Notes
                to Consolidated Financial Statements
            F-5-F-9




12


**MOORE
      & ASSOCIATES, CHARTERED**


** *ACCOUNTANTS
      AND ADVISORS*


*PCAOB
      REGISTERED*




REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To
      the
      Board of Directors


Royal
      Equine Alliance Corporation


(A
      Development Stage Company)





We
      have
      audited the accompanying balance sheet of Royal Equine Alliance Corporation
      (a
      development stage company) as of December 31, 2007 and 2006, and the related
      statements of operations, stockholders’ equity and cash flows for the years
      ended December 31, 2007 and 2006 and from inception on January 10, 2006 through
      December 31, 2007. 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 standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Royal Equine Alliance Corporation
      (a development stage company) **** as
      of
      December 31, 2007 and 2006 and the results of its operations and its cash flows
      for the years ended December 31, 2007 and 2006 and from inception on January
      10,
      2006 through December 31, 2007, in conformity with accounting principles
      generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 2 to the financial
      statements, the Company has had no revenues and has generated losses from
      operations, which raises substantial doubt about its ability to continue as
      a
      going concern. Management’s plans concerning these matters are also described in
      Note 2. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





***/s/
      Moore & Associates Chartered***


Moore
      & Associates Chartered


Las
      Vegas, Nevada


February
      22, 2008





*2675
      S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
      253-7501*


F-1





**ROYAL
      EQUINE ALLIANCE CORPORATION**


(A
      Development Stage Company)


Balance
      Sheets




December
                31,
            
            December
                31,2007
            
            2006ASSETSCURRENT
                ASSETSCash
            
            $
            24,671
            
            $
            57,310Total
                Current Assets
            
            
            24,671
            
            
            57,310TOTAL
                ASSETS
            
            $
            24,671
            
            $
            57,310LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            $
            2,000
            
            $
            -Total
                Current Liabilities
            
            
            2,000
            
            
            -STOCKHOLDERS'
                EQUITYPreferred
                stock; $0.001 par value, 5,000,000 shares authorized; no shares issued
                or
                outstanding
            
            
            -
            
            
            -Common
                stock; $0.001 par value, 70,000,000 shares authorized; 4,900,000
                shares
                issued or outstanding
            
            
            4,900
            
            
            4,900Additional
                paid-in capital
            
            
            149,055
            
            
            149,055Accumulated
                deficit
            
            
            (131,284
            )
            
            (96,645
            )Total
                Stockholders' Equity
            
            
            22,671
            
            
            57,310TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            24,671
            
            $
            57,310




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




F-2




**ROYAL
      EQUINE ALLIANCE CORPORATION**


(A
      Development Stage Company)


Statements
      of Operations




From Inception
            
            From InceptionFor
                the
            
            January
                10,
            
            January
                10,Years
                Ended
            
            2006,
                Through
            
            2006,
                ThroughDecember
                31,
            
            December
                31,
            
            December
                31,2007
            
            2006
            
            2007REVENUES
            
            $
            4,000
            
            $
            -
            
            $
            4,000COST
                OF SALES
            
            
            -
            
            
            -
            
            
            -GROSS
                PROFIT
            
            
            4,000
            
            
            -
            
            
            4,000EXPENSESGeneral
                and administrative
            
            
            38,639
            
            
            96,645
            
            
            135,284Total
                Expenses
            
            
            38,639
            
            
            96,645
            
            
            135,284OPERATING
                LOSS
            
            
            (34,639
            )
            
            (96,645
            )
            
            (131,284
            )INCOME
                TAX EXPENSE
            
            
            -
            
            
            -
            
            
            -NET
                INCOME (LOSS)
            
            $
            (34,639
            )
            $
            (96,645
            )
            $
            (131,284
            )BASIC
                LOSS PER SHARE PER SHARE
            
            $
            (0.01
            )
            $
            (0.04
            )WEIGHTED
                AVERAGE NUMBER NUMBER OF SHARES OUTSTANDING
            
            
            4,900,000
            
            
            2,450,000




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




F-3





**ROYAL
      EQUINE ALLIANCE CORPORATION**


(A
      Development Stage Company)


Statements
      of Stockholders' Equity




Additional
            
            
            
            TotalCommon
                Stock
            
            Paid-in
            
            Accumulated
            
            Stockholders'Shares
            
            Amount
            
            Capital
            
            Deficit
            
            EquityBalance,
                January 10, 2006
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Common
                stock issued for cash at $0.03 per share
            
            
            3,800,000
            
            
            3,800
            
            
            95,155
            
            
            -
            
            
            98,955Common
                stock issued for cash at $0.05 per share
            
            
            1,100,000
            
            
            1,100
            
            
            53,900
            
            
            -
            
            
            55,000Net
                loss for the year ended December 31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (96,645
            )
            
            (96,645
            )Balance,
                December 31, 2006
            
            
            4,900,000
            
            
            4,900
            
            
            149,055
            
            
            (96,645
            )
            
            57,310Net
                loss for the year ended December 31, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            (34,639
            )
            
            (34,639
            )Balance,
                December 31, 2007
            
            
            4,900,000
            
            $
            4,900
            
            $
            149,055
            
            $
            (131,284
            )
            $
            22,671




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




F-4





**ROYAL
      EQUINE ALLIANCE CORPORATION**


(A
      Development Stage Company)


Statements
      of Cash Flows




From Inception
            
            From InceptionFor
                the
            
            January
                10,
            
            January
                10,Years
                Ended
            
            2006,
                Through
            
            2006,
                ThroughDecember
                31,
            
            December
                31,
            
            December
                31,2007
            
            2006
            
            2007CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                income (loss)
            
            $
            (34,639
            )
            $
            (96,645
            )
            $
            (131,284
            )Adjustments
                to reconcile net loss to net cash used by operating
                activities:Changes
                in operating assets and liabilities Increase (decrease) in accounts
                payable
            
            
            2,000
            
            
            -
            
            
            2,000Net
                Cash Used by Operating Activities
            
            
            (32,639
            )
            
            (96,645
            )
            
            (129,284
            )CASH
                FLOWS FROM INVESTING ACTIVITIES
            
            
            -
            
            
            -
            
            
            -CASH
                FLOWS FROM FINANCING ACTIVITIESCommon
                stock issued for cash
            
            
            -
            
            
            153,955
            
            
            153,955Net
                Cash Provided by Financing Activities
            
            
            -
            
            
            153,955
            
            
            153,955NET
                DECREASE IN CASH
            
            
            (32,639
            )
            
            57,310
            
            
            24,671CASH
                AT BEGINNING OF PERIOD
            
            
            57,310
            
            
            -
            
            
            -CASH
                AT END OF PERIOD
            
            $
            24,671
            
            $
            57,310
            
            $
            24,671SUPPLIMENTAL
                DISCLOSURES OF CASH FLOW INFORMATIONCASH
                PAID FOR:Interest
            
            $
            -
            
            $
            -
            
            $
            -Income
                Taxes
            
            $
            -
            
            $
            -
            
            $
            -





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




F-5


**ROYAL
      EQUINE ALLIANCE CORPORATION**


Notes
      to
      the Financial Statements


December
      31, 2007 and 2006





NOTE 1 -
            NATURE
                OF ORGANIZATION





a.
      Organization and Business Activities





The
      Company was incorporated under the laws of the State of Nevada on January 10,
      2006 with a principal business objective of acquiring horse racing training
      properties and in the short term building an income stream from horse racing
      operations including race horse boarding, training and racing facilities, as
      well as revenue generation through the direct and indirect ownership of racing
      horses. The Company has not realized significant revenues to date and therefore
      classified as a development stage company.





b.
      Depreciation





The
      cost
      of the property and equipment will be depreciated over the estimated useful
      life
      of 5 years. Depreciation is computed using the straight-line method when the
      assets are placed in service.





c.
      Accounting Method





The
      Company’s financial statements are prepared using the accrual method of
      accounting. The Company has elected a December 31 year-end.





d.
      Cash
      and Cash Equivalents





For
      the
      purpose of the statement of cash flows, the Company considers all highly liquid
      investments purchased with a maturity of three months or less to be cash
      equivalents.





e.
      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.





f.
      Revenue Recognition





The
      Company recognizes when products are fully delivered or services have been
      provided and collection is reasonably assured.





g.
      Advertising





The
      Company follows the policy of charging the costs of advertising to expense
      as
      incurred. The Company incurred advertising expense of $-0- and $-0- during
      the
      periods ended December 31, 2007 and 2006, respectively.





h.
      Concentrations of Risk


The
      Company’s bank accounts are deposited in insured institutions. The funds are
      insured up to $100,000. At December 31, 2007, the Company’s bank deposits did
      not exceed the insured amounts.


F-6


**ROYAL
      EQUINE ALLIANCE CORPORATION**


Notes
      to
      the Financial Statements


December
      31, 2007 and 2006





NOTE 1 -
            NATURE
                OF ORGANIZATION (Continued)


j.
            Basic
                Loss Per Share





The
      Computation of basic loss per share of common stock is based on the weighted
      average number of shares outstanding during the period. The Company has not
      common stock equivalents outstanding as of December 31, 2007 and
      2006.





For
                the
              Year
                Ended
              December
                31,
              2007
            
            From Inceptionon
              January 10, 2006
              Through
              December
                31,
              2006Loss
                (numerator)
            
            $
            (34,639
            )
            $
            (96,645
            )Shares
                (denominator)
            
            
            4,900,000
            
            
            2,450,000Per
                share amount
            
            $
            (0.01
            )
            $
            (0.04
            )




k.  Income
      Taxes





Deferred
      taxes are provided on a liability method whereby deferred tax assets are
      recognized for deductible temporary differences and operating loss and tax
      credit carryforwards and deferred tax liabilities are recognized for taxable
      temporary differences. Temporary differences are the differences between the
      reported amounts of assets and liabilities and their tax bases. Deferred tax
      assets are reduced by a valuation allowance when, in the opinion of management,
      it is more likely than not that some portion or all of the deferred tax assets
      will to be realized. Deferred tax assets and liabilities are adjusted for the
      effects of changes in tax laws and rates on the date of enactment.




Net
      deferred tax assets consist of the following components as of December 31,
      2007
      and 2006:





December
                31,
              2007
            
            December
                31,
              2006Income
                tax expense at statutory rate
            
            $
            (13,509
            ))
            $
            (37,692
            )Common
                stock issued for services
            
            
            -
            )
            
            -Valuation
                allowance
            
            
            13,509
            
            
            37,692Income
                tax expense per books
            
            $
            -
            )
            $
            -





The
      income tax provision differs from the amount of income tax determined by
      applying the U.S. federal and state income tax rates of 39% to pretax income
      from continuing operations for the ended December 31, 2007 and 2006 due to
      the
      following:





December
                31,
              2007
            
            December
                31,
              2006NOL
                Carryover
            
            $
            51,201
            
            $
            37,692Valuation
                allowance
            
            
            (51,201
            )
            
            (37,692
            )Net
                deferred tax asset
            
            $
            -
            
            $
            -




At
      December 31, 2007, the Company had net operating loss carryforwards of
      approximately $131,284 that may be offset against future taxable income through
      2027. No tax benefit has been reported in the December 31, 2007 financial
      statements since the potential tax benefit is offset by a valuation allowance
      of
      the same amount.




F-7




**ROYAL
      EQUINE ALLIANCE CORPORATION**


Notes
      to
      the Financial Statements


December
      31, 2007 and 2006





NOTE 1 -
            NATURE
                OF ORGANIZATION (Continued)





Due
      to
      the change in ownership provisions of the Tax Reform Act of 1986, net operating
      loss carry forwards 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 use in future years.




NOTE
                2 -
            GOING
                CONCERN





The
      Company’s financial statements are prepared using generally accepted accounting
      principles applicable to a going concern which contemplates the realization
      of
      assets and liquidation of liabilities in the normal course of business. The
      Company has had no revenues and has generated losses from
      operations.




In
      order
      to continue as a going concern and achieve a profitable level of operations,
      the
      Company will need, among other things, additional capital resources  and
      to
      develop a consistent source of revenues. Management’s plans include of investing
      in and developing all types of businesses .




The
      ability of the Company to continue as a going concern is dependent upon its
      ability to successfully accomplish the plan described in the preceding paragraph
      and eventually attain profitable operations. The accompanying financial
      statements do not include any adjustments that might be necessary if the Company
      is unable to continue as a going concern.




NOTE 3 -
            IMPACT
                OF RECENT ACCOUNTING PRONOUNCEMENTS





In
      December 2007, the FASB issued SFAS 160, “Noncontrolling interests in
      Consolidated Financial Statements - an amendment of ARB No. 51”. This Statement
      amends ARB 51 to establish accounting and reporting standards for the
      noncontrolling interest in a subsidiary and for the deconsolidation of a
      subsidiary. It clarifies that a noncontrolling interest in a subsidiary is
      an
      ownership interest in the consolidated entity that should be reported as equity
      in the consolidated financial statements. This Statement is effective for fiscal
      years beginning on or after December 15, 2008. Early adoption is not permitted.
      Management is currently evaluating the effects of this statement, but it is
      not
      expected to have any impact on the Company’s financial statements.





In
      February 2007 , the FASB issued SFAS 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities. SFAS 159 creates a fair value option allowing
      an entity to irrevocably elect fair value as the initial and subsequent
      measurement attribute for certain financial assets and financial liabilities,
      with changes in fair value recognized in earnings as they occur. SFAS 159 also
      requires an entity to report those financial assets and financial liabilities
      measured at fair value in a manner that separates those reported fair values
      from the carrying amounts of assets and liabilities measured using another
      measurement attribute on the face of the statement of financial position.
      Lastly, SFAS 159 requires an entity to provide information that would allow
      users to understand the effect on earnings of changes in the fair value on
      those
      instruments selected for the fair value election. SFAS 159 is effective for
      fiscal years beginning after November 15, 2007 with early adoption permitted.
      The Company is continuing to evaluate SFAS 159 and to assess the impact on
      its
      results of operations and financial condition if an election is made to adopt
      the standard.


F-8




**ROYAL
      EQUINE ALLIANCE CORPORATION**


Notes
      to
      the Financial Statements


December
      31, 2007 and 2006





NOTE 3 -
            IMPACT
                OF RECENT ACCOUNTING PRONOUNCEMENTS
                (CONTINUED)





In
      September 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 157, “Fair Value Measurements” which defines
      fair value, establishes a framework for measuring fair value in generally
      accepted accounting principles (GAAP), and expands disclosures about fair value
      measurements. Where applicable, SFAS No. 157 simplifies and codifies
      related guidance within GAAP and does not require any new fair value
      measurements. SFAS No. 157 is effective for financial statements issued for
      fiscal years beginning after November 15, 2007, and interim periods within
      those fiscal years. Earlier adoption is encouraged. The Company does
      not expect the adoption of SFAS No. 157 to have a significant effect on its
      financial position or results of operation.





NOTE
                4 -
            EQUITY
                TRANSACTIONS





During
      the year ended December 31, 2006, the Company issued 3,800,000 shares of its
      common stock for cash at $0.03 per share. The Company later issued an additional
      1,100,000 shares of its common stock for cash at $0.05 per share.




F-9





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





We
      have
      had no disagreements on any matter of accounting principles or practices,
      financial statement disclosure, or auditing scope or procedures with any of
      our
      accountants for the year ended December 31, 2007 or any interim
      period.





We
      have
      not had any other changes in nor have we had any disagreements, whether or
      not
      resolved, with our accountants on accounting and financial disclosures during
      our two recent fiscal years or any later interim period.





**ITEM
      8A. CONTROLS AND PROCEDURES.**





(a)
      EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.





Under
      the
      supervision and with the participation of our management, including our Chief
      Executive Officer and Chief Financial Officer, we evaluated the effectiveness
      of
      the design and operation of our disclosure controls and procedures (as such
      term
      is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
      "Exchange Act")). Disclosure controls and procedures are the controls and other
      procedures that we designed to ensure that we record, process, summarize and
      report in a timely manner the information we must disclose in reports that
      we
      file with or submit to the Securities and Exchange Commission under the Exchange
      Act. Based on this evaluation, our Chief Executive Officer and our Chief
      Financial Officer concluded that our disclosure controls and procedures were
      effective as of the end of the period covered by this report.





Disclosure
      controls and procedures are controls and procedures that are designed to ensure
      that information required to be disclosed in our reports filed or submitted
      under the Securities Exchange Act is recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission's rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed in our reports filed under the Exchange Act is
      accumulated and communicated to management, including our principal executive
      officer and our principal financial officer, as appropriate, to allow timely
      decisions regarding required disclosure.





**ITEM
      8A(T). MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
      REPORTING.**





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting for the company in accordance with as defined
      in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
      over financial reporting is designed to provide reasonable assurance regarding
      the (i) effectiveness and efficiency of operations, (ii) reliability of
      financial reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting principles, and (iii)
      compliance with applicable laws and regulations. Our internal controls framework
      is based on the criteria set forth in the Internal Control - Integrated
      Framework issued by the Committee of Sponsoring Organizations of the Treadway
      Commission (COSO).


13




Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





Management’s
      assessment of the effectiveness of the small business issuer’s internal control
      over financial reporting is as of the year ended December 31, 2007. We believe
      that internal control over financial reporting is effective. We have not
      identified any, current material weaknesses considering the nature and extent
      of
      our current operations and any risks or errors in financial reporting under
      current operations.





This
      annual report does not include an attestation report of the company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the SEC that permit the
      Company to provide only management’s report in this annual report.





**CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING.**





There
      was
      no change in our internal control over financial reporting that occurred during
      the fiscal quarter ended December 31, 2007, that has materially affected, or
      is
      reasonably likely to materially affect, our internal control over financial
      reporting.





**ITEM
      8B. OTHER INFORMATION.**





None.


14


**Part
      III**




**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
      ACT.**




The
      following table sets forth certain information regarding the executive officers
      and directors of Royal Equine as of the date of this Prospectus:





**Name
                and Address**
            
            **Age**
            
            **Position**Demitro
                Marianovich
              c/o
                Royal Equine Alliance Corporation
            
            40
            
            President,
                Secretary, Treasurer and Director269
                South Beverly Drive,
              Suite
                1222
              Beverly
                Hills, California 90212




**Demitro
      Marianovich – President, Treasurer, Secretary, and
      Director** -
      Demitro Marianovich, joined the Company on March 3, 2008.  From July 2005
      through December 2007, Mr. Marianovich served in various capacities in GRA
      Company, an car audio equipment distribution company.  From June 1996
      through June 2005, Mr. Marianovich served as Sales Manager and most
      recently as Strategic Manager for Information Computer Systems Company, an
      computer engineering services and network solutions provider. From January
      1995
      to May 1996, Mr. Marianovich was employed by IV Communications Company, a
      provider of computer and computer network services, as Senior  Sales
      Manager. From 1992 through 1995 Mr. Marianovich  served in various
      capacities in INKO Joint Stock Bank in Ukraine. Mr. Marianovich received a
      MS
      degree from the Ukrainian Agriculture Academy.





The
      officers and directors of the Company are involved in other business activities
      and may, in the future, become involved in other business opportunities. If
      a
      specific business opportunity becomes available, such persons may face a
      conflict in selecting between the Company and their other business interests.
      The Company has not formulated a policy for the resolutions of such
      conflicts.





**Board
      of Directors Committees and Other Information**





Royal
      Equine Alliance Corporation’s sole director was elected by the stockholders to a
      term of one (1) year and serves until a successor is elected and qualified.
      The
      officers were appointed by the Board of Directors to a term of one (1) year
      and
      serve until successor(s) are duly elected and qualified, or until removed from
      office. The Board of Directors is not composed of any nominating, auditing
      or
      compensation committees.


15


The
      Board
      of Directors currently has no committees. As and when required by law, it will
      establish Audit Committee and a Compensation Committee. The Audit Committee
      will
      oversee the actions taken by our independent auditors and review our internal
      financial and accounting controls and policies. The Compensation Committee
      will
      be responsible for determining salaries, incentives and other forms of
      compensation for our officers, employees and consultants and will administer
      our
      incentive compensation and benefit plans, subject to full board approval.





The
      functions of the Audit Committee and the Compensation Committee are currently
      performed by the Board of Directors.





**Director
      Compensation**





Our
      Director is not entitled to receive compensation for services rendered to us,
      or
      for each meeting attended except for reimbursement of reasonable out-of-pocket
      expenses. We have not formal or informal arrangements or agreements to
      compensate Directors for services provided as a director of our
      company.




**Changes
      in Control**




We
      are
      not aware of any arrangements, which may result in a change in control of the
      Company.





**Indemnification
      of Officers and Directors**





As
      permitted by Nevada law, our Articles of Incorporation provide that we will
      indemnify its directors and officers against expenses and liabilities they
      incur
      to defend, settle, or satisfy any civil or criminal action brought against
      them
      on account of their being or having been Company directors or officers unless,
      in any such action, they are adjudged to have acted with gross negligence or
      willful misconduct.





Pursuant
      to the foregoing provisions, we have been informed that, in the opinion of
      the
      Securities and Exchange Commission, such indemnification is against public
      policy as expressed in that Act and is, therefore, unenforceable.




16




**ITEM
      10.** **Executive
      Compensation** **.**





**Summary
      Compensation Table**




The
      following table shows the compensation paid over the past three fiscal years
      with respect to our “named executive officers” as that term is defined by the
      under the Securities and Exchange Act of 1934 .





**Name
                and Principal Position**
            
            **Year**
            
            **Salary ($)**
            
            **Bonus ($)**
            
            **Stock**
              **Awards**
              **($)**
            
            **Option**
              **Awards**
              **($)**
            
            **Non-Equity**
              **Incentive
                Plan**
              **Compensation**
              **($)**
            
            **Change****in**
              **Pension**
              **Value
                and**
              **Nonqualified**
              **Deferred**
              **Compensation**
              **Earnings**
              **($)**
            
            **All
                Other**
              **Compensation**
              **($)**
            
            **Total**
              **($)**Michael
                Schlosser
            
            
            2006
            
            
            __
            
            
            __
            
            
            3,500*
            
            
            __
            
            
            __
            
            
            __
            
            
            __
            
            
            __Former
                CEO, CFO Director
            
            
            2007
            
            
            __
            
            
            __
            
            
            __
            
            
            __
            
            
            __
            
            
            __
            
            
            __
            
            
            __




*In
      January 2006, we issued 3,500,000 shares of our common stock to Michael
      Schlosser, our founding shareholder and the sole officer and director, in
      exchange for services and cash.





On
      March
      3, 2008, Michael Schlosser resigned as an officer of the Corporation and as
      a
      member of the Board of Directors of the Company. To the knowledge of the Board
      of Directors, Michael Schlosser had no disagreement with the Company on any
      matter related to the Company's operations, policies or practices.




Michael
      Schlosser has appointed Demitro Marianovich as the sole member of the Board
      of
      Directors and as President and Chief Executive Officer. At this time, no
      employment agreements have been executed and no compensation arrangements have
      been finalized.





Demitro
      Marianovich has no employment contract with us and receives no compensation
      at
      this time.





**Outstanding
      Equity Awards At Fiscal Year-End Table**





None.





**Option
      Exercises And Stock Vested Table**





None.


17




**PENSION
      BENEFITS TABLE**





None.





**Nonqualified
      Deferred Compensation Table**





None.





**All
      Other Compensation Table**





None.





**Perquisites
      Table**





None.




There
      are
      no existing or planned option/SAR grants.




**Employment
      Agreements**





Royal
      Equine is not a party to any employment agreements.





**Options/SAR
      Grants in Last Fiscal Year**





None.





**Aggregated
      Option Exercises and Fiscal Year-End Option Value Table**





None.




18


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





The
      following table sets forth certain information as of December 31, 2007 with
      respect to the beneficial ownership of Royal Equine Alliance Corporation’s
      common stock by all persons known by Royal Equine to be beneficial owners of
      more than 5% of any such outstanding classes, and by each director and executive
      officer, and by all officers and directors as a group. Unless otherwise
      specified, the named beneficial owner has, to Royal Equine’s knowledge, either
      sole or majority voting and investment power.





**Percent
                of Class****Title
                Of Class**
            
            **Name,
                Title and Address**
              **of
                Beneficial Owner of**
              **Shares****(1)**
            
            **Amount
                of**
              **Beneficial
                Ownership****(2)**
            
            **Before**
              **Offering**
            
            **After**
              **Offering****(3)**Common
            
            
            Demitro
                Marianovich, President,Secretary,
                Treasurer, Director
            
            
            3,500,000
            
            
            71.43
            %
            
            71.43
            %All
                Directors and Officers as a group (1 person)
            
            
            3,500,000
            
            
            71.43
            %
            
            71.43
            %




Notes:


1
            The
                address for Demitro Marianovichis
                c/o REAC, 269 South Beverly Drive, Suite 1122, Beverly Hills, California
                90212.2
            As
                used in this table, “beneficial ownership” means the sole or shared power
                to vote, or to direct the voting of, a security, or the sole or share
                investment power with respect to a security (i.e., the power to dispose
                of, or to direct the disposition of a
                security).




**ITEM
      12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS** .




In
      January 2006, REAC issued 3,500,000 shares of $0.001 par value common stock
      to
      Michael Schlosser, an officer and director, in exchange for services and
      cash.




**ITEMS
      13 EXHIBITS**





3.1
            Articles
                of Incorporation (1)3.2
            By-laws
                (1)31.1
            Rule
                1 3a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer
                and
                Chief Financial Officer (2)31.2
            Rule
                13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer
                and
                Chief Financial Officer (2)32.1
            Section
                1350 Certification of the Chief Executive Officer (2)32.2
            Section
                1350 Certification of the Chief Financial Officer
                (2)





(1)
      Incorporated by reference to the Form. SB-2 filed with the Securities and
      Exchange Commission on July 11, 2007.





(2)
      Filed
      herein.




19




**ITEM
      14. PRINCIPAL ACCOUNTING FEES AND SERVICES**





Moore
      & Associates Chartered has
      audited the Company's financial statements annually for December 31, 2007.
      Fees
      related to services performed by Moore
      & Associates Chartered in 2006
      were as follows:





2006
            
            2007Audit
                Fees (1)
            
            $
            2,500
            
            $
            2,500Audit-Related
                Fees
            
            
            -0-
            
            $
            500Tax
                Fees (2)
            
            
            -0-
            
            
            -0-All
                Other Fees (3)
            
            
            -0-
            
            
            -0-Total
            
            $
            2,500
            
            $
            3,000




(1)
            Audit
                fees represent fees for professionalservices
                provided in connection with the audit ofour
                financial statements and review of ourquarterly
                financial statements.





(2)
            Tax
                fees principally included tax advice, taxplanning
                and tax return preparation.





(3)
            Other
                fees related to registration statementreviews
                and comments.





The
      Board
      of Directors has reviewed and discussed with the Company's management and
      independent registered public accounting firm the audited consolidated financial
      statements of the Company contained in the Company's Annual Report on Form
      10-KSB for the Company's 2007 fiscal year. The Board has also discussed with
      the
      auditors the matters required to be discussed pursuant to SAS No. 61
      (Codification of Statements on Auditing Standards, AU Section 380), which
      includes, among other items, matters related to the conduct of the audit of
      the
      Company's consolidated financial statements.





The
      Board
      has received and reviewed the written disclosures and the letter from the
      independent registered public accounting firm required by Independence Standards
      Board Standard No. 1 (Independence Discussions with Audit Committees), and
      has
      discussed with its auditors its independence from the Company. The Board has
      considered whether the provision of services other than audit services is
      compatible with maintaining auditor independence.


20




Based
      on
      the review and discussions referred to above, the Board approved the inclusion
      of the audited consolidated financial statements be included in the Company's
      Annual Report on Form 10-KSB for its 2007 fiscal year for filing with the
      SEC.





Pre-Approval
      Policies





The
      Board's policy is now to pre-approve all audit services and all permitted
      non-audit services (including the fees and terms thereof) to be provided by
      the
      Company's independent registered public accounting firm; provided, however,
      pre-approval requirements for non-audit services are not required if all such
      services (1) do not aggregate to more than five percent of total revenues paid
      by the Company to its accountant in the fiscal year when services are provided;
      (2) were not recognized as non-audit services at the time of the engagement;
      and
      (3) are promptly brought to the attention of the Board and approved prior to
      the
      completion of the audit.





The
      Board
      pre-approved all fees described above.




**INDEX
      TO EXHIBITS**





The
      Exhibits listed below are filed as part of this Registration Statement.





**Exhibits**





31.1
            Rule
                1 3a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer
                and
                Chief Financial Officer31.2
            Rule
                13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer
                and
                Chief Financial Officer32.1
            Section
                1350 Certification of the Chief Executive Officer32.2
            Section
                1350 Certification of the Chief Financial
                Officer




21




**S** **ignatures**





In
      accordance with the requirements of the Securities Act of 1933, the registrant
      certifies that it has reasonable grounds to believe that it meets all of the
      requirements of filing on Form 10-KSB and authorized this registration statement
      to be signed on its behalf by the undersigned, on the 31 st day of
      March, 2008.





**/s/
                Demitro Marianovich**By:
                Demitro MarianovichPresident,
                CEO, Director





In
      accordance with the requirements of the Securities Act of 1933, this
      registration statement was signed by the following persons in the capacities
      and
      on the dates stated:





Signatures
            
            Title
            
            DateDemitro
                Marianovich
            
            President,
                Chief Executive Officer,
              Chief
                Financial Officer, Director
            
            March
                31, 2008




22