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


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
                ACT OF 1934




For
      the
      quarterly period ended June 30, 2007





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OFTHE
                EXCHANGE ACT For the transition period from _______ to
                ____________




**** **ROYAL
      EQUINE ALLIANCE CORPORATION**


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




**Nevada**
            **20-4076559**(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                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: **(** **310)
      882-6830**




Check
      whether the registrant (1) filed all reports required to be filed by Section
      l3
      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. Yes x No o





Indicate
      by checkmark whether the registrant is a shell company (as defined in Rule
      12b-2
      of the Exchange Act).


Yes
x
      No o





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: 4 ,900,000 shares
      of
      Common Stock as of August 29, 2007.





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







**Royal
      Equine Alliance Corporation**


**INDEX
      TO FORM 10-QSB FILING**


**FOR
      THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006**





**TABLE
      OF CONTENTS**





PAGE**PART
                I****FINANCIAL
                INFORMATION**Item
                1. Financial StatementsConsolidated
                Condensed Balance Sheet As of June 30, 2007
            
            3Consolidated
                Condensed Statements of Operations For the Three and Six ended June
                30,
                2007 and 2006
            
            4Consolidated
                Condensed Statements of Cash Flows For the Six months ended June
                30, 2007
                and 2006
            
            5Notes
                to Condensed Consolidated Financial Statements
            
            7Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            
            8 -
                11Item
                3. Control and Procedures.
            
            12**PART
                II****OTHER
                INFORMATION**Item
                1. Legal Proceedings
            
            13Item
                2.  Unregistered Sales of Securities and Use of
                Proceeds
            
            13Item
                3.  Defaults upon Senior Securities
            
            13Item
                4.  Submission of Matters to a Vote of Security
                Holders
            
            13Item
                5.  Other Information
            
            13Item
                6. Exhibits
            
            13





2




**PART
      I**  **FINANCIAL
      INFORMATION**





**ITEM
      I**  **FINANCIAL
      STATEMENTS**




ROYAL
          EQUINE ALLIANCE CORPORATION
 (a
          Development Stage Company)
 Balance
          Sheet
 (Unaudited)
  June
                  30,2007AssetsCurrent
                  AssetsCash
                  and cash equivalents
              
              $
              60,756Total
                  current assets
              
              
              60,756TOTAL
                  ASSETS
              
              $
              60,756Liabilities
                  and Stockholders' EquityCurrent
                  LiabilitiesAccounts
                  payable
              
              $
              1,500Total
                  current liabilities
              
              
              1,500Stockholders'
                  EquityPreferred
                  stock: $0.001 par value; 5,000,000 shares authorized; no shares
                  issued and
                  outstanding
              
              
              -Common
                  stock: $0.001 par value; 70,000,000 shares authorized: 4,900,000
                  shares
                  issued and outstanding
              
              
              4,900Additional
                  paid in capital
              
              
              149,055Accumulated
                  deficit
              
              
              (94,699
              )Total
                  stockholders' equity
              
              
              59,256TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              60,756
 The
          accompanying notes are an integral part of these financial
          statements
 3
 ROYAL
          EQUINE ALLIANCE CORPORATION
 (a
          Development Stage Company)
 Statements
          of Operations
 (Unaudited)
 For
                    the Three
                
                For
                      the Three
                
                For
                    the Six
                
                From
                    Inception January 10,
                
                From
                    Inception January 10,Months
                
                Months
                
                Months
                
                2006
                
                2006Ended
                
                Ended
                
                Ended
                
                Through
                
                ThroughJune
                    30, 2007
                
                June
                    30, 2006
                
                June
                    30, 2007
                
                June
                    30, 2006
                
                June
                    30, 2007Revenues,
                    net
                
                $
                4,000
                
                $
                -
                
                $
                4,000
                
                $
                -
                
                $
                4,000Cost
                    of Sales
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Gross
                    Margin
                
                
                4,000
                
                
                -
                
                
                4,000
                
                
                -
                
                
                4,000Operating
                    ExpensesGeneral
                    and administrative
                
                
                1,401
                
                
                17,314
                
                
                2,054
                
                
                98,718
                
                
                98,699Total
                    Operating Expenses
                
                
                1,401
                
                
                17,314
                
                
                2,054
                
                
                98,718
                
                
                98,699Net
                    Income (Loss)
                
                $
                2,599
                
                $
                (17,314
                )
                $
                1,946
                
                $
                (98,718
                )
                $
                (94,699
                )Basic
                    Loss per Share
                
                $
                0.00
                
                $
                (0.00
                )
                $
                0.00
                
                $
                (0.02
                )Weighted
                    Average Shares Outstanding
                
                
                4,900,000
                
                
                4,900,000
                
                
                4,900,000
                
                
                4,900,000
 The
            accompanying notes are an integral part of these financial
            statements
 4
  ROYAL
          EQUINE ALLIANCE CORPORATION
 (a
          Development Stage Company)
 Statements
          of Stockholders' Equity
 (Unaudited)
  Preferred
                      Stock
                
                Common
                      Stock
                
                Additional
                    Paid in
                
                Accumulated
                
                TotalShares
                
                Amount
                
                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 six months ended June 30, 2007
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                1,946
                
                
                1,946Balance,
                    June 30, 2007
                
                
                -
                
                $
                -
                
                
                4,900,000
                
                $
                4,900
                
                $
                149,055
                
                $
                (94,699
                )
                $
                59,256
  The
          accompanying notes are an integral part of these financial
          statements
 5
 ROYAL
          EQUINE ALLIANCE CORPORATION
 (a
          Development Stage Company)
 Statements
          of Cash Flows
 (Unaudited)
 From
                    InceptionFor
                    the Six
                
                For
                    the Six
                
                January
                    10, 2006Months
                    Ended
                
                Months
                    Ended
                
                ThroughJune
                    30, 2007
                
                June
                    30, 2006
                
                June
                    30, 2007Cash
                    Flows from Operating Activities:Net
                    Loss
                
                $
                1,946
                
                $
                (98,718
                )
                $
                (94,699
                )Adjustments
                    to reconcile to cash flowsfrom
                    operating activities:Depreciation
                
                
                -
                
                
                -
                
                
                -Changes
                    in Operating Assets and Liabilities:Increase
                    (decrease) in accounts payable
                
                
                1,500
                
                
                -
                
                
                1,500Net
                    Cash Used In Operating Activities
                
                
                3,446
                
                
                (98,718
                )
                
                (93,199
                )Cash
                    Flows from Investing Activities:Purchase
                    of property and equipment
                
                
                -
                
                
                -
                
                
                -Net
                    Cash Used In Investing Activities
                
                
                -
                
                
                -
                
                
                -Cash
                    Flows from Financing Activities:Proceeds
                    from sale of common stock
                
                
                -
                
                
                98,955
                
                
                153,955Net
                    Cash Provided by Financing Activities
                
                
                -
                
                
                98,955
                
                
                153,955Net
                    Increase (Decrease) in Cash and Cash Equivalents
                
                
                3,446
                
                
                237
                
                
                60,756Cash
                    and Cash Equivalents at Beginning of Period
                
                
                57,310
                
                
                -
                
                
                -Cash
                    and Cash Equivalents at End of Period
                
                $
                60,756
                
                $
                237
                
                $
                60,756
  The
          accompanying notes are an integral part of these financial
          statements
 6




**Royal
      Equine Alliance Corporation**


(A
      Development Stage Company)


Notes
      to
      the Financial Statements





NOTE
      1 -
      CONDENSED FINANCIAL STATEMENTS





The
      accompanying financial statements have been prepared by the Company without
      audit. In the opinion of management, all adjustments (which include only normal
      recurring adjustments) necessary to present fairly the financial position,
      results of operations and cash flows at June 30, 2007 and for all periods
      presented have been made.





Certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with accounting principles generally accepted in the
      United States of America have been condensed or omitted. It is suggested that
      these condensed financial statements be read in conjunction with the financial
      statements and notes thereto included in the Company's December 31, 2006 audited
      financial statements. The results of operations for the period ended June 30,
      2007 are not necessarily indicative of the operating results for the full
      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 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.





7





**ITEM
              II.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN 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-QSB, 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-KSB for the year ended December 31, 2007, 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.





**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.




8




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.





**Plan
      of Operations**





During
      the period from inception through June 30, 2007, we generated no revenues
      of and incurred a net loss of $94,699. The cumulative net loss was attributable
      solely to general and administrative expenses related to the costs of start-up
      operations.




Our
      officer and director believes that our cash and cash equivalents as of June
      30, 2007 in the amount of $60,756 is sufficient to maintain our current minimal
      level of operations for current calendar year.





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. In January 2006, we issued 3,500,000 shares of our common stock
      to Michael Schlosser, an officer and director, in exchange for services and
      cash. Additionally, in May and June 2006, we sold an aggregate of 1,100,000
      shares of our common stock to 26 unrelated third parties for cash proceeds
      of
      $55,000.





We
      are
      currently in the process of raising capital through a placement of our
      securities as disclosed on Form SB-2 as filed with the SEC and declared
      effective as of August 10, 2007. We anticipate raising $55,000 from this
      offering. Management believes that this will be sufficient to satisfy our
      start-up and operating requirements for the next 12 months. The table below
      sets
      forth the anticipated use of the $55,000 from that offering:





**Amount**
              **Allocated**
            
            **Amount**
              **Expended**
            
            **Estimated**
              **Completion**General
                working capital
            
            $
            8,190
            
            
            None
            
            
            Use
                as NeededMarketing
                and advertising activities
            
            $
            20,000
            
            
            None
            
            
            Use
                as neededTravel
            
            $
            5,000
            
            
            None
            
            
            Use
                as neededOffice
                expenses
            
            $
            6,000
            
            
            None
            
            
            Use
                as neededEmployees-General
                administrative staff
            
            $
            7,500
            
            
            None
            
            
            Use
                as neededOffering
                expenses
            
            $
            8,310
            
            $
            8,310
            
            
            Completed




9




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.




We
      have
      allocated $8,190 of the proceeds toward a reserve of general working
      capital.




We
      have
      allocated $20,000 of the proceeds raised in the private placement to finance
      our
      marketing activities. We have not sought to implement any significant marketing
      scheme and consequently have no marketing or sales initiatives or arrangements
      in development or effect.




We
      have
      allocated $5,000 towards travel in the exploration of assets to
      purchase.




We
      have
      budgeted $6,000 towards general office expenses.




Our
      management does not anticipate the need to hire additional full- or part- time
      employees over the next 12 months, as the services provided by our officers
      and
      director appear sufficient at this time. However, the possibility does exist
      that administrative staff and services may be required. Consequently $7,500.00
      was allocated for such support.




Mr. Schlosser,
      an officer and director, recognizes that we are required to continuously file
      reports with the SEC and any exchange we may be listed on, and understands
      the
      resultant increased costs of being a public reporting company.
      Mr. Schlosser believes that investors are more agreeable to invest in a
      company that intends to become a public company rather than to remain private
      with no foreseeable exit strategy for shareholders. Thus, Mr. Schlosser
      raised capital in the Regulation D, Rule 504 offering which was completed in
      June 2006 with the intention of Royal Equine Alliance Corporation becoming
      a
      public reporting company. Our private investors held no influence on the
      decision to become a public company.




In
      addition, Mr. Schlosser believes that one benefit of being a public company
      is the access to capital markets. We believe that if additional funds are
      required to finance our continuing operations, we may be able to obtain more
      capital by pursuing an offering of equity or debt securities.




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




We
      do not
      have any off-balance sheet arrangements.




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




10





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




**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
      3. 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.





(b)
      Changes in Internal Control over Financial Reporting.





During
      the quarter ended June 30, 2007, 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.





12




**PART
      II**




**OTHER
      INFORMATION**





**Item
      1.**  **Legal
      Proceedings**





We
      are
      not aware of any pending or threatened litigation.





**Item
      2.**  **Unregistered
      Sales of Securities and Use of Proceeds**





There
      were no changes in securities or purchase or sales of securities **** during
      the period ended June 30, 2007.





**Item
      3.**  **Defaults
      upon Senior Securities**





There
      were no defaults upon senior securities during the period ended June 30,
      2007.








**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 June 30, 2007.





**Item
      5.**  **Other
      Information:**





None





**Item
      6.**  **Exhibits**




31.1
            
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act.31.2
            
            Certification
                of Principal Financial and Accounting 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 Principal Financial and Accounting Officer Pursuant to Section
                906 of
                the Sarbanes-Oxley Act.





13




SIGNATURES





Pursuant
      to the requirements of the Securities and Exchange Act of 1934, the registrant
      has duly caused this report to be signed on its behalf by the undersigned
      thereunto duly authorized.





August
      29, 2007




**/s/
                Michael Schlosser**By:**Michael
                Schlosser**
              President,
                  CEO, Director


**/s/
                  Michael Schlosser**By:**Michael
                  Schlosser**
                Chief
                  Financial Officer





14