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|U.S. Securities and Exchange Commission
Washington, D.C.  20549                                                                                                                                                                                                                                                                                                 
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|FORM 10-Q                                                                                                                                                                                                                                                                                                                                                       
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|                                                                                                                                                                                                                                                                                                                                                                
|(Mark One)                                                                                                                                                                                                                                                                                                                                                      
|[X]                                                                                                                                                                                                                                                                                                                                                             
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|OR                                                                                                                                                                                                                                                                                                                                                              
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|[  ]                                                                                                                                                                                                                                                                                                                                                            
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|Commission file number:  000-52775                                                                                                                                                                                                                                                                                                                              
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|Royal Equine Alliance Corporation(Name of small business issuer as specified in its charter)                                                                                                                                                                                                                                                                    
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|Nevada
(State of Incorporation)                                                                                                                                                                                                                                                                                                                                 
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|269 South Beverly Drive, Suite 1222Beverly Hills, California  90212(Address of principal executive offices)                                                                                                                                                                                                                                                     
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|(**310) 882-6830**(Issuer's telephone number)                                                                                                                                                                                                                                                                                                                   
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|Securities registered under Section 12(b) of the Exchange Act:None                                                                                                                                                                                                                                                                                              
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|Securities registered under Section 12(g) of the Exchange Act:Common Stock, $0.0001 par value per share(Title of Class)                                                                                                                                                                                                                                         
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|                                                                                                                                                                                                                                                                                                                                                                
|Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days:  Yes  [X]     No  []
|                                                                                                                                                                                                                                                                                                                                                                
|Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                
|Large accelerated filer                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  []     No  [X]                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                
|Transitional Small Business Disclosure Format (check one):  Yes  [X]     No  []                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                
|Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.                                                                                                                                                                                                                                   
|ClassCommon stock, $0.0001 par value                                                                                                                                                                                                                                                                                                                            





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ROYAL EQUINE ALLIANCE CORPORATION
INDEX TO FORM 10-Q FILING
FOR THE THREE MONTHS ENDED MARCH 31, 2009



TABLE OF CONTENTS





|                              |            |                                                                                   | PageNumbers                                            
|----------------------------- | ---------- | --------------------------------------------------------------------------------- | -------------------------------------------------------
|PART I -FINANCIAL INFORMATION |           
|                              |            |                                                                                   |                                                        
|                              | Item 1.    | Financial Statements (unaudited)                                                  |                                                        
|                              |            |                                                                                   | Report of Independent Registered Public Accounting Firm
|                              |            |                                                                                   | Balance Sheets                                         
|                              |            |                                                                                   | Statements of Operations                               
|                              |            |                                                                                   | Statements of Cash Flows                               
|                              |            |                                                                                   | Notes to Financial Statements                          
|                              |            |                                                                                   |                                                        
|                              | Item 2.    | Management Discussion & Analysis of Financial Condition and Results of Operations | 11                                                     
|                              |            |                                                                                   |                                                        
|                              | Item 3.    | Quantitative and Qualitative Disclosures About Market Risk                        | 13                                                     
|                              |            |                                                                                   |                                                        
|                              | Item 4.    | Controls and Procedures                                                           | 13                                                     
|                             
|PART II -OTHER INFORMATION    | 14        
|                              |            |                                                                                   |                                                        
|                              | Item 1.    | Legal Proceedings                                                                 | 14                                                     
|                              |            |                                                                                   |                                                        
|                              | Item 1A.   | Risk Factors                                                                      | 14                                                     
|                              |            |                                                                                   |                                                        
|                              | Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                       | 18                                                     
|                              |            |                                                                                   |                                                        
|                              | Item 3.    | Defaults Upon Senior Securities                                                   | 18                                                     
|                              |            |                                                                                   |                                                        
|                              | Item 4.    | Submission of Matters to a Vote of Security Holders                               | 18                                                     
|                              |            |                                                                                   |                                                        
|                              | Item 5.    | Other information                                                                 | 18                                                     
|                              |            |                                                                                   |                                                        
|                              | Item 6.    | Exhibits                                                                          | 18                                                     
|                              |            |                                                                                   |                                                        
|CERTIFICATIONS                |           
|                              |            |                                                                                   |                                                        
|                              | Exhibit 31 | Management certification                                                          | 20-21                                                  
|                              |            |                                                                                   |                                                        
|                              | Exhibit 32 | Sarbanes-Oxley Act                                                                | 22-23                                                  

2



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<Table of Contents>

PART 1 - FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------





Chang G. Park, CPA, Ph. D.t



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Report of Independent Registered Public Accounting Firm

To the Board of Directors of
Royal Equine Alliance Corporation



We have reviewed the accompanying balance sheets of Royal Equine Alliance Corporation (A Development Stage "Company") as of March 31, 2009, and the related statements of operations, and cash flows for the three months ended March 31, 2009; and for the period from January 10, 2006 (inception) through March 31, 2008. These financial statements are the responsibility of the Company's management.



We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.



Based on our review, we are not aware of any material modifications that should be made to the condensed financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern.  Because of the Company's current status and limited operations there is substantial doubt about its ability to continue as a going concern.  Management's plans in regard to its current status are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/

April 20, 2009
San Diego, California



Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board

3



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<Table of Contents>

ROYAL EQUINE ALLIANCE CORPORATION(A Development Stage Company)BALANCE SHEETS





|                                                                                                                                                | March 31,
2009
(unaudited)           |   | December 31,
2008
(audited)
|----------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | - | ---------------------------
|                                                                                                                                                |                                      |   |                            
|ASSETS                                                                                                                                          |                                      |   |                            
|CURRENT ASSETS                                                                                                                                  |                                      |   |                            
|                                                                                                                                                | Cash                                 |   | $                          
|                                                                                                                                                |                                      |   |                            
|                                                                                                                                                | Total Current Assets                 |   |                            
|                                                                                                                                                |                                      |   |                            
|TOTAL ASSETS                                                                                                                                    |                                      | $ | -                          
|                                                                                                                                                |                                      |   |                            
|                                                                                                                                                |                                      |   |                            
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                  |                                      |   |                            
|CURRENT LIABILITIES                                                                                                                             |                                      |   |                            
|                                                                                                                                                | Accounts payable and accued expenses |   | $                          
|                                                                                                                                                | Loan payable - related Party         |   | $                          
|                                                                                                                                                |                                      |   |                            
|                                                                                                                                                | Total Current Liabilities            |   |                            
|                                                                                                                                                |                                      |   |                            
|                                                                                                                                                |                                      |   |                            
|STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                  |                                      |   |                            
|Preferred 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 as of March 31, 2009 and December 31, 2008 |                                      |   | 4 900                      
|                                                                                                                                                | Additional Paid in Capital           |   |                            
|                                                                                                                                                | Accumulated deficit                  |   |                            
|                                                                                                                                                |                                      |   |                            
|                                                                                                                                                | Total Stockholders' Equity (Deficit) |   |                            
|                                                                                                                                                |                                      |   |                            
|                                                                                                                                                |                                      |   |                            
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                            |                                      | $ | -                          
|                                                                                                                                                |                                      |   |                            
|                                                                                                                                                |                                      |   |                            
|                                                                                                                                                |                                      |   |                            

The accompanying notes are an integral part of these statements

4



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<Table of Contents>

ROYAL EQUINE ALLIANCE CORPORATION(A Development Stage Company)STATEMENTS OF OPERATIONS(Unaudited)





|                                              |              |                            | For the Three Months Ended |       | From Inception January 10, 2006 through
|--------------------------------------------- | ------------ | -------------------------- | -------------------------- | ----- | ---------------------------------------
|                                              |              |                            |                            |       |                                        
|                                              |              |                            | March 31,                  |       | March 31,                              
|                                              |              |                            | 2009                       |       | 2008                                   
|                                              |              |                            |                            |       |                                        
|REVENUES                                      | $            | -                          |                            | $     | -                                      
|COST OF SALES                                 |              | -                          |                            |       | -                                      
|                                              |              |                            |                            |       |                                        
|                                              | GROSS PROFIT |                            | -                          |       |                                        
|                                              |              |                            |                            |       |                                        
|EXPENSES:                                     |              |                            |                            |       |                                        
|                                              |              | General and Administrative |                            | 4 900 |                                        
|                                              |              |                            |                            |       |                                        
|                                              |              | Total expenses             |                            | 4 900 |                                        
|                                              |              |                            |                            |       |                                        
|OPERATING LOSS                                |              | (4 900)                    |                            |       | (26 639)                               
|                                              |              |                            |                            |       |                                        
|OTHER INCOME (EXPENSE)                        |              |                            |                            |       |                                        
|                                              |              | Other loss                 |                            | -     |                                        
|                                              |              |                            |                            |       |                                        
|Total other income (expense)                  |              | -                          |                            |       | -                                      
|                                              |              |                            |                            |       |                                        
|INCOME TAX EXPENSE                            |              | -                          |                            |       | -                                      
|                                              |              |                            |                            |       |                                        
|                                              |              |                            |                            |       |                                        
|NET INCOME (LOSS)                             | $            | (4 900)                    |                            | $     | (26 639)                               
|                                              |              |                            |                            |       |                                        
|                                              |              |                            |                            |       |                                        
|                                              |              |                            |                            |       |                                        
|                                              |              |                            |                            |       |                                        
|BASIC LOSS PER SHARE                          | $            | 0.00                       |                            | $     | 0.01                                   
|                                              |              |                            |                            |       |                                        
|                                              |              |                            |                            |       |                                        
|                                              |              |                            |                            |       |                                        
|                                              |              |                            |                            |       |                                        
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |              | 4 900 000                  |                            |       | 4 900 000                              
|                                              |              |                            |                            |       |                                        
|                                              |              |                            |                            |       |                                        
|                                              |              |                            |                            |       |                                        

The accompanying notes are an integral part of these statements

5



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<Table of Contents>

ROYAL EQUINE ALLIANCE CORPORATION(A Development Stage Company)STATEMENTS OF CASH FLOWS(Unaudited)





|                                                                            |                             | For the Three Months Ended |         | From Inception
January 10, 2006
through 
March 31, 2009
|--------------------------------------------------------------------------- | --------------------------- | -------------------------- | ------- | -------------------------------------------------------
|                                                                            |                             |                            |         |                                                        
|                                                                            |                             | March 31, 2009             |         | March 31, 2008                                         
|                                                                            |                             |                            |         |                                                        
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                             |                            |         |                                                        
|                                                                            | Net income (loss)           | $                          | (4 900) |                                                        
|Adjustments to reconcile net loss to net cash used by operating activities: |                             |                            |         |                                                        
|Changes in operating assets and liabilities                                 |                             |                            |         |                                                        
|Increase (decrease) in accounts payable                                     |                             | 4 900                      |         |                                                        
|                                                                            |                             |                            |         |                                                        
|Net Cash Used by Operating Activities                                       |                             | -                          |         |                                                        
|                                                                            |                             |                            |         |                                                        
|                                                                            |                             |                            |         |                                                        
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |                             | -                          |         |                                                        
|                                                                            |                             |                            |         |                                                        
|                                                                            |                             |                            |         |                                                        
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |                             |                            |         |                                                        
|Increase in due to related party                                            |                             | -                          |         |                                                        
|Common stock issued for cash                                                |                             | -                          |         |                                                        
|                                                                            |                             |                            |         |                                                        
|Net Cash Provided by Financing Activities                                   |                             | -                          |         |                                                        
|                                                                            |                             |                            |         |                                                        
|                                                                            | NET DECREASE IN CASH        |                            | -       |                                                        
|                                                                            |                             |                            |         |                                                        
|                                                                            | CASH AT BEGINNING OF PERIOD |                            | -       |                                                        
|                                                                            |                             |                            |         |                                                        
|                                                                            |                             |                            |         |                                                        
|                                                                            | CASH AT END OF PERIOD       | $                          | -       |                                                        
|                                                                            |                             |                            |         |                                                        
|                                                                            |                             |                            |         |                                                        
|SUPPLIMENTAL DISCLOSURES OF CASH FLOW INFORMATION                          
|CASH PAID FOR:                                                              |                             |                            |         |                                                        
|                                                                            | Interest                    | $                          | -       |                                                        
|                                                                            |                             |                            |         |                                                        
|                                                                            |                             |                            |         |                                                        
|                                                                            |                             |                            |         |                                                        
|                                                                            | Income Taxes                | $                          | -       |                                                        
|                                                                            |                             |                            |         |                                                        
|                                                                            |                             |                            |         |                                                        
|                                                                            |                             |                            |         |                                                        

The accompanying notes are an integral part of these statements

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<Table of Contents>

ROYAL EQUINE ALLIANCE CORPORATION(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS (Unaudited)March 31, 2009



NOTE 1. - GENERAL ORGANIZATION AND BUSINESS

Royal Equine Alliance Corporation ("Company") was incorporated in the State of Nevada on January 10, 2006. The Company is in its development stage and with a principal business objective of eventually acquiring horse 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.



NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



The relevant accounting policies and procedures are listed below.



Accounting Basis



The statements were prepared following generally accepted accounting principles of the United States of America consistently applied.  The Company uses a December 31 year end.



Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.



Cash and Cash Equivalents



Cash and cash equivalents include all short-term liquid investments that are readily convertible to know amounts of cash and have original maturities of twelve months or less. As of March 31, 2009 there were no cash equivalents.



Revenue Recognition

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



Earnings per Share



The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.



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<Table of Contents>

ROYAL EQUINE ALLIANCE CORPORATION(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS (Unaudited)March 31, 2009



NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Dividends



The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.



Stock Based Compensation



The Company accounts for its stock based compensation based upon provisions in SFAS No. 123, Accounting for Stock-Based Compensation.  In this statement stock based compensation is divided into two general categories, based upon who the stock receiver is, namely: employees/directors and non-employees/directors.  The employees/directors category is further divided based upon the particular stock issuance plan, namely compensatory and non-compensatory.  The employee/directors non-compensatory securities are recorded at the sales price when the stock is sold.  The compensatory stock is calculated and recorded at the securities' fair value at the time the stock is given.  SFAS 123 also provides that stock compensation paid to non-employees be recorded with a value which is based upon the fair value of the services rendered or the value of the stock given, whichever is more reliable.  The Company has selected to utilize the fair value of the stock issued as the measure of the value of services obtained.



Income Taxes



The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.



Development Stage Enterprise



The Company is a development stage enterprise, as defined in Financial Accounting Standards Board No. 7.  The Company's planned principal operations have not fully commenced.



Management plans to seek funding from its shareholders and other qualified investors to pursue its business plan.



NOTE 3 - 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. From inception date to through March 31, 2009, the Company has had no revenues and has generated losses from operations $170,311.



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



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.

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<Table of Contents>

ROYAL EQUINE ALLIANCE CORPORATION(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS (Unaudited)March 31, 2009



NOTE 4. - PROVISION FOR INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes.  A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards.  Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.



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 be not realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.



No provision was made for Federal income tax.  The provision for income taxes consists of the state minimum tax imposed on corporations.



NOTE 5. - RELATED PARTY TRANSACTION

December 1, 2008 the Company has concluded Personal Loan Agreement with CEO on amount $5,299 for administrative purpose. The amount due to the related party is unsecured and non interest-bearing.



The Company's administrative office and support are provided by entities controlled by one of the Company's stockholders at no charge.  There is no formal agreement to continue this arrangement.



NOTE 6. - STOCKHOLDERS EQUITY TRANSACTIONS



The Company is authorized 5,000,000 preferred stock shares with a $0.001 par value. As of March 31, 2009, no shares were issued and outstanding.



The Company is authorized 70,000,000 common shares with a $0.001 par value. As of March 31, 2009, 4,900,000 shares were issued and outstanding.



On December 31, 2006, the Company issued 3,800,000 shares of common stock for $98,955 cash. The Company later issued 1,100,000 shares of common stock for $55,000 cash or $0.05 per share.



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<Table of Contents>

ROYAL EQUINE ALLIANCE CORPORATION(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS (Unaudited)March 31, 2009



NOTE 7. - THE EFFECT OF RECENTLY ISSUED ACCOUNTING  STANDARDS



Below is a listing of the most recent Statement of Financial Accounting Standards (SFAS) 160-163 and their effect on the Company.



In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60".  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company's financial position, statements of operations, or cash flows at this time.



In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles".  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company's financial position, statements of operations, or cash flows at this time.



In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its financial position, results of operations or cash flows.



In December 2007, the FASB issued SFAS No. 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. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company's financial position, results of operations or cash flows.



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<Table of Contents>

As used in this report, the terms "we", "us", "our", "our company", "REAC" refers to Royal Equine Alliance Corporation, a Nevada corporation.



|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



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-Q, 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, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. The Company adopted at management's discretion, the most conservative recognition of revenue based on the most astringent guidelines of the SEC in terms of recognition of software licenses and recurring revenue. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). 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.



Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the period ended December 31, 2008, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.



In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.



Plan of Operations



We were incorporated in the State of Nevada on January 10, 2006. We are a startup and have 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 March 31, 2009, we generated no revenues of and incurred a net loss of $170,311. 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 March 31, 2009 in the amount of zero 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 $170,311 through private sales of our common equity.



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RESULTS OF OPERATIONS

Results of Operations for the three months ended March 31, 2009

We have had zero revenues for the three months ended March 31, 2009 and 2008.

Operating Expenses for the three months ended March 31, 2009.

We have had operating expenses of $4,900 and $26,639 for the three months ended March 31, 2009 and 2008, respectively. These expenses consisted of general operating expenses and professional fee incurred in connection with the day to day operation of our business and preparation and filing our periodic reports. Our operating expenses from inception through March 31, 2009 was $ 156,331

On March 3, 2008, Michael Schlosser, the holder of 3,500,000 shares of our common stock, representing 71.43% of the our 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.

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.         

Additional Information

We file reports and other materials with the Securities and Exchange Commission.  These documents may be inspected and copied at the Securities and Exchange Commission, Judiciary Plaza, 100 F Street, N.E., Room 1580, Washington, D.C. 20549.  You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.  You can also get copies of documents that the Company files with the Commission through the Commission's Internet site atwww.sec.gov.



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|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------



We do not hold any derivative instruments and do not engage in any hedging activities. Most of our activity is the sale of our nutricutical products.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------



(a)     Evaluation of Disclosure Controls and Procedures



Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.



Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's internal control over financial reporting as of March 31, 2009. In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2009, our internal control over financial reporting was effective.



(b)     Changes in Internal Control over Financial Reporting.



During the Quarter ended March 31, 2009, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II - OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------



We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.



|ITEM 1A. | RISK FACTORS
|-------- | ------------



We have updated the risk factors previously disclosed in our registration statement on Form SB-2, filed December 21, 2006 and subsequently amended (the "Form SB-2") and in our Annual Report on Form 10-KSB for the year ended December 31, 2007, which was filed with the Securities and Exchange Commission on March 31, 2008 (the "Fiscal 2007 10-KSB"). We believe there are no changes that constitute material changes from the risk factors previously disclosed in the Fiscal 2007 10-K and the Form SB-2 except as disclosed below.



The Liquidity Of Our Common Stock Is Seriously Limited And There Is A Limited Market For Our Common Stock

Our stock is currently being traded on the NASDAQ Over-The-Counter Bulletin Board, and the liquidity of our common stock is limited. The Bulletin Board is a limited market and subject to substantial restrictions and limitations in comparison to the NASDAQ system. Any broker/dealer that makes a market in our stock or other person that buys or sells our stock could have a significant influence over its price at any given time.



Our Common Shares Are Subject To The "Penny Stock" Rules Of The SEC And The Trading Market In Our Securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.



The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

|· | that a broker or dealer approve a person's account for transactions in penny stocks; and                                                                           
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.



In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

|· | obtain financial information and investment experience objectives of the person; and                                                                                                                                                                 
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.



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The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

|· | sets forth the basis on which the broker or dealer made the suitability determination; and                
|- | ----------------------------------------------------------------------------------------------------------
|· | that the broker or dealer received a signed, written agreement from the investor prior to the transaction.



Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our Common shares and cause a decline in the market value of our stock.



Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.



As A Public Company We Are Subject To Complex Legal And Accounting Requirements That Will Require Us To Incur Significant Expenses And Will Expose Us To Risk Of Non-Compliance.



As a public company, we are subject to numerous legal and accounting requirements that do not apply to private companies.  The cost of compliance with many of these requirements is material, not only in absolute terms but, more importantly, in relation to the overall scope of the operations of a small company.  Our relative inexperience with these requirements may increase the cost of compliance and may also increase the risk that we will fail to comply.  Failure to comply with these requirements can have numerous adverse consequences including, but not limited to, our inability to file required periodic reports on a timely basis, loss of market confidence, delisting of our securities and/or governmental or private actions against us.  We cannot assure you that we will be able to comply with all of these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage vis-à-vis our privately held and larger public competitors.



Failure To Achieve And Maintain Effective Internal Controls In Accordance With Section 404 Of The Sarbanes-Oxley Act Could Have A Material Adverse Effect On Our Business And Operating Results.



It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.



If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.



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Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting and beginning with this annual report on Form 10-K for our fiscal period ending June 30, 2008. We have begun the process of documenting and testing our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities.



In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines "significant deficiency" as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.



In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.



Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.



The Report Of Our Independent Registered Public Accounting Firm Contains Explanatory Language That Substantial Doubt Exists About Our Ability To Continue As A Going Concern.



The independent auditor's report on our financial statements contains explanatory language that substantial doubt exists about our ability to continue as a going concern. The Company relies on the continued contributions of our executive officers to work effectively as a team, to execute our business strategy and to manage our business. The loss of key personnel, or their failure to work effectively, could have a material adverse effect on our business, financial condition, and results of operations. If we are unable to obtain sufficient financing in the near term or achieve profitability, then we would, in all likelihood, experience severe liquidity problems and may have to curtail our operations. If we curtail our operations, we may be placed into bankruptcy or undergo liquidation, the result of which will adversely affect the value of our common shares.



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We are a "shell" company and our shares will subject to restrictions on resale.



As we currently have nominal operations and our assets consist of cash, and/or cash equivalents, we will be deemed a "shell company" as defined in Rule 12b-2 of the Securities Exchange Act of 1934.  Accordingly, until we are no longer a "shell company," we will file a Form 10 level disclosure, and continue to be a reporting company pursuant to the Securities Exchange Act of 1934, as amended, and for twelve months, shareholders holding restricted, non-registered shares will not be able to use the exemptions provided under Rule 144 for the resale of their shares of common stock. Preclusion from any prospective investor using the exemptions provided by Rule 144 may be more difficult for us to sell equity securities or equity-related securities in the future to investors that require a shorter period before liquidity or may require us to expend limited funds to register their shares



FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.



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|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES
|------- | ----------------------------------------------------------------------



There were no changes in securities and small business issuer purchase of equity securities during the period ended March 31, 2009.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------



There were no defaults upon senior securities during the period ended March 31, 2009.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------



There were no matters submitted to the vote of securities holders during the period ended March 31, 2009.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------



There is no information with respect to which information is not otherwise called for by this form.



|ITEM 6. | EXHIBITS
|------- | --------



|            |                                                                                            
|----------- | -------------------------------------------------------------------------------------------
|Exhibit No. | Exhibit Description                                                                        
|31.1        | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act 
|31.2        | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
|32.1        | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
|32.2        | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|Registrant         |  | Royal Equine Alliance Corporation                                                                      
|------------------ |  | -------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                        
|Date:  May 1, 2009 |  | By:  /s/ Demitro Marianovich                                                                           
|                   |  |                                                                                                        
|                   |  | Demitro Marianovich
Chief Executive Officer 
(Principle Executive Officer, Principle Financial Officer)



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