|                                                                                                                                                                                                                                                                                                                                                                
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                
|U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                
|FORM 10-Q                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                
|(Mark One)                                                                                                                                                                                                                                                                                                                                                      
|[X]                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                
|OR                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                
|[  ]                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                
|Commission file number:                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                
|Royal Equine Alliance Corporation(Name of small business issuer as specified in its charter)                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                
|Nevada
(State of Incorporation)                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                
|269 South Beverly Drive, Suite 1222Beverly Hills, California  90212(Address of principal executive offices)                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                
|(**310) 882-6830**(Issuer's telephone number)                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                
|Securities registered under Section 12(b) of the Exchange Act:None                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                
|Securities registered under Section 12(g) of the Exchange Act:Common Stock, $0.0001 par value per share(Title of Class)                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                
|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                                                                                                                                                                                                                                                                                                                            





|
|

ROYAL EQUINE ALLIANCE CORPORATION
INDEX TO FORM 10-Q FILING
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2008



TABLE OF CONTENTS





|                              |            |                                                                                   | PageNumbers                            
|----------------------------- | ---------- | --------------------------------------------------------------------------------- | ---------------------------------------
|PART I -FINANCIAL INFORMATION |           
|                              |            |                                                                                   |                                        
|                              | Item 1.    | Condensed Financial Statements (unaudited)                                        |                                        
|                              |            |                                                                                   | Condensed Balance Sheets               
|                              |            |                                                                                   | Condensed Statements of Operations     
|                              |            |                                                                                   | Condensed Statements of Cash Flows     
|                              |            |                                                                                   | Notes to Condensed Financial Statements
|                              |            |                                                                                   |                                        
|                              | Item 2.    | Management Discussion & Analysis of Financial Condition and Results of Operations | 7                                      
|                              |            |                                                                                   |                                        
|                              | Item 3.    | Quantitative and Qualitative Disclosures About Market Risk                        | 9                                      
|                              |            |                                                                                   |                                        
|                              | Item 4.    | Controls and Procedures                                                           | 9                                      
|                             
|PART II -OTHER INFORMATION    |           
|                              |            |                                                                                   |                                        
|                              | Item 1.    | Legal Proceedings                                                                 | 10                                     
|                              |            |                                                                                   |                                        
|                              | Item 1A.   | Risk Factors                                                                      | 10                                     
|                              |            |                                                                                   |                                        
|                              | Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                       | 11                                     
|                              |            |                                                                                   |                                        
|                              | Item 3.    | Defaults Upon Senior Securities                                                   | 11                                     
|                              |            |                                                                                   |                                        
|                              | Item 4.    | Submission of Matters to a Vote of Security Holders                               | 11                                     
|                              |            |                                                                                   |                                        
|                              | Item 5.    | Other information                                                                 | 11                                     
|                              |            |                                                                                   |                                        
|                              | Item 6.    | Exhibits                                                                          | 11                                     
|                              |            |                                                                                   |                                        
|CERTIFICATIONS                |           
|                              |            |                                                                                   |                                        
|                              | Exhibit 31 | Management certification                                                          | 13-14                                  
|                              |            |                                                                                   |                                        
|                              | Exhibit 32 | Sarbanes-Oxley Act                                                                | 15-16                                  

2



|
|

<Table of Contents>

PART 1 - FINANCIAL INFORMATION

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

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





|                                                                                                                                                    | September 30,
2008
(unaudited)       |   | December 31,
2007
|--------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | - | -----------------
|                                                                                                                                                    |                                      |   |                  
|ASSETS                                                                                                                                              |                                      |   |                  
|CURRENT ASSETS                                                                                                                                      |                                      |   |                  
|                                                                                                                                                    | Cash                                 |   | $                
|                                                                                                                                                    |                                      |   |                  
|                                                                                                                                                    | Total Current Assets                 |   |                  
|                                                                                                                                                    |                                      |   |                  
|TOTAL ASSETS                                                                                                                                        |                                      | $ | -                
|                                                                                                                                                    |                                      |   |                  
|                                                                                                                                                    |                                      |   |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                      |                                      |   |                  
|CURRENT LIABILITIES                                                                                                                                 |                                      |   |                  
|                                                                                                                                                    | Accounts payable and accued expenses |   | $                
|                                                                                                                                                    |                                      |   |                  
|                                                                                                                                                    | 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 September 30, 2008 and December 31, 2007 |                                      |   | 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

3



|
|

<Table of Contents>

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





|                                              |              |                            | For the Three Months Ended |   | For the Nine Months Ended |   | From Inception January 10, 2006 through
|--------------------------------------------- | ------------ | -------------------------- | -------------------------- | - | ------------------------- | - | ---------------------------------------
|                                              |              |                            |                            |   |                           |   |                                        
|                                              |              |                            | September 30,              |   | September 30,             |   | September 30,                          
|                                              |              |                            | 2008                       |   | 2007                      |   | 2008                                   
|                                              |              |                            |                            |   |                           |   |                                        
|REVENUES                                      | $            | -                          |                            | $ | -                         |   | $                                      
|COST OF SALES                                 |              | -                          |                            |   | -                         |   |                                        
|                                              |              |                            |                            |   |                           |   |                                        
|                                              | GROSS PROFIT |                            | -                          |   |                           | - |                                        
|                                              |              |                            |                            |   |                           |   |                                        
|EXPENSES:                                     |              |                            |                            |   |                           |   |                                        
|                                              |              | General and Administrative |                            | - |                           |   | 55                                     
|                                              |              |                            |                            |   |                           |   |                                        
|                                              |              | Total expenses             |                            | - |                           |   | 55                                     
|                                              |              |                            |                            |   |                           |   |                                        
|OPERATING INCOME (EXPENSE)                    |              | -                          |                            |   | (55)                      |   |                                        
|                                              |              |                            |                            |   |                           |   |                                        
|INCOME TAX EXPENSE                            |              | -                          |                            |   | -                         |   |                                        
|                                              |              |                            |                            |   |                           |   |                                        
|NET INCOME (LOSS)                             | $            | -                          |                            | $ | (55)                      |   | $                                      
|                                              |              |                            |                            |   |                           |   |                                        
|                                              |              |                            |                            |   |                           |   |                                        
|                                              |              |                            |                            |   |                           |   |                                        
|                                              |              |                            |                            |   |                           |   |                                        
|BASIC LOSS PER SHARE                          | $            | 0.00                       |                            | $ | 0.00                      |   | $                                      
|                                              |              |                            |                            |   |                           |   |                                        
|Weighted Average Number of Shares Outstanding |              | 4,900,000                  |                            |   | 4,900,000                 |   |                                        
|                                              |              |                            |                            |   |                           |   |                                        
|                                              |              |                            |                            |   |                           |   |                                        
|                                              |              |                            |                            |   |                           |   |                                        

The accompanying notes are an integral part of these statements

4



|
|

<Table of Contents>

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





|                                                                                    |                             | For the Three Months Ended September 30, 2008 |   | For the Nine Months Ended September 30, 2008 |          | From Inception
January 10, 2006
through September 30, 2008
|----------------------------------------------------------------------------------- | --------------------------- | --------------------------------------------- | - | -------------------------------------------- | -------- | ----------------------------------------------------------
|                                                                                    |                             |                                               |   |                                              |          |                                                           
|CASH FLOWS FROM OPERATING ACTIVITIES:                                               |                             |                                               |   |                                              |          |                                                           
|                                                                                    | Net income (loss)           | $                                             | - |                                              | $        | (26,639)                                                  
|Adjustments to reconcile net loss to net cash used by operating activities:         |                             |                                               |   |                                              |          |                                                           
|Changes in operating assets and liabilities Increase (decrease) in accounts payable |                             | -                                             |   |                                              | 1,968    |                                                           
|                                                                                    |                             |                                               |   |                                              |          |                                                           
|Net cash used by operating activities                                               |                             | -                                             |   |                                              | (24,671) |                                                           
|                                                                                    |                             |                                               |   |                                              |          |                                                           
|                                                                                    |                             |                                               |   |                                              |          |                                                           
|CASH FLOWS FROM INVESTING ACTIVITIES                                                |                             | -                                             |   |                                              | -        |                                                           
|                                                                                    |                             |                                               |   |                                              |          |                                                           
|                                                                                    |                             |                                               |   |                                              |          |                                                           
|CASH FLOWS FROM FINANCING ACTIVITIES                                                |                             |                                               |   |                                              |          |                                                           
|Common stock issued for cash                                                        |                             | -                                             |   |                                              | -        |                                                           
|                                                                                    |                             |                                               |   |                                              |          |                                                           
|Net cash provided by  financing activities                                          |                             | -                                             |   |                                              | -        |                                                           
|                                                                                    |                             |                                               |   |                                              |          |                                                           
|                                                                                    | NET DECREASE IN CASH        |                                               | - |                                              |          | (24,671)                                                  
|                                                                                    |                             |                                               |   |                                              |          |                                                           
|                                                                                    | CASH AT BEGINNING OF PERIOD |                                               | - |                                              |          | 24,671                                                    
|                                                                                    |                             |                                               |   |                                              |          |                                                           
|                                                                                    |                             |                                               |   |                                              |          |                                                           
|                                                                                    | 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

5



|
|

<Table of Contents>

ROYAL EQUINE ALLIANCE CORPORATION(A Development Stage Company)NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)September 30, 2008



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 September 30, 2008 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, 2007 audited financial statements. The results of operations for the period ended September 30, 2008 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 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.



6



|
|

<Table of Contents>



|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-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. 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.



Plan of Operations



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



During the period from inception through September 30, 2008, we generated no revenues of and incurred a net loss of $157,923. 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 September 30, 2008 in the amount of $0,00 may not be sufficient to maintain our current minimal level of operations for current calendar year and management may need to explore other alternative sources of revenue.



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



Since our incorporation, we have raised a total of $153,955 through private sales of our common equity.



7



|
|

<Table of Contents>



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



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



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 at www.sec.gov.



8



|
|

<Table of Contents>



|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 is 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 September 30, 2008. 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 September 30, 2008, our internal control over financial reporting was effective.



(b)     Changes in Internal Control over Financial Reporting.



During the Quarter ended September 30, 2008, 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.



9



|
|

<Table of Contents>



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.



Our Common Stock Is Subject To Penny Stock Regulation



Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Since our shares are deemed to be "penny stock", trading in the shares will be subject to additional sales practice requirements on broker/dealers who sell penny stock to persons other than established customers and accredited investors.



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.



10



|
|

<Table of Contents>



|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 September 30, 2008.



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



There were no defaults upon senior securities during the period ended September 30, 2008.



|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 September 30, 2008.



|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.



11



|
|

<Table of Contents>





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:  November 14, 2008 |  | By:  /s/ Demitro Marianovich                                                                          
|                         |  |                                                                                                       
|                         |  | Demitro Marianovich
Chief Executive Officer (Principle Executive Officer, Principle Financial Officer)



12



|
|

<Table of Contents>