SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Ocean Electric Inc. – ‘SB-2’ on 12/21/06

On:  Thursday, 12/21/06, at 2:37pm ET   ·   Accession #:  313368-6-225   ·   File #:  333-139552

Previous ‘SB-2’:  None   ·   Next:  ‘SB-2/A’ on 1/31/07   ·   Latest:  ‘SB-2/A’ on 7/11/07   ·   2 References:   By:  Umbra Companies, Inc. – ‘S-1’ on 12/30/21 By:  SEC – ‘UPLOAD’ on 1/24/07 

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/21/06  Ocean Electric Inc.               SB-2                   5:644K                                   ABS Industries Inc/DE

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business      HTML    307K 
                          Issuer                                                 
 2: EX-3.(I)    Articles of Incorporation/Organization or By-Laws   HTML     23K 
 3: EX-3.(II)   Articles of Incorporation/Organization or By-Laws   HTML     82K 
 4: EX-5        Opinion re: Legality                                HTML     13K 
 5: EX-23       Consent of Experts or Counsel                       HTML      8K 

Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o _______________________________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o _________________________________________________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o _________________________________________________

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.

o ___________________________________________

If this Form is filed to register securities for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, please check the following box. x

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

2

Prospectus

Royal Equine Alliance Corporation

1,100,000 Shares of Common Stock

Royal Equine Alliance Corporation is registering an aggregate of 1,100,000 shares of our common stock that are to be sold, from time-to-time, by one or more of the selling stockholders. The selling stockholders may only offer and sell, from time to time, common stock using this prospectus in transactions at a fixed offering price of $0.05 per share until a trading market develops in our common stock, at which time the selling stockholders may sell shares at prevailing market prices, which may vary, or at privately negotiated prices. The proceeds from the sale of the shares will go directly to the selling stockholders and will not be available to us.

INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK.

SEE THE “RISK FACTORS” FOUND HEREIN.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Royal Equine Alliance Corporation does not plan to use this offering prospectus before the effective date.

The date of this Prospectus is December 20, 2006

3

TABLE OF CONTENTS

4

PART I: INFORMATION REQUIRED IN PROSPECTUS

Summary Information and Risk Factors

BUSINESS SUMMARY

Royal Equine Alliance Corporation (“REAC” or the “Company”), a Nevada corporation, is a developmental stage company with a principal business objective of eventually acquiring horse properties and in the short term building an income stream from horse racing operations including race horse boarding, training and racing facilities, as well as revenue generation through the direct and indirect ownership of racing horses.

REAC plans on providing a unique, alliance of premium race horse boarding, training and racing facilities, as well as ownership of racing horses. REAC plans on capitalizing on the rapid popularity growth trend of the horse racing industry and provides multiple sources of revenue and strong real estate asset growth for savvy investors. REAC is a special situation with a powerful business model and impressive management team that is focused on major success in the thriving “Sport of Kings” industry.

We currently have one officer and one director, who is the same individual. This individual devotes time to us on a part-time basis.

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

REAC’s administrative office is located at 269 South Beverly Drive, Suite 1222, Beverly Hills, California 90212. REAC’s corporate telephone number is (310) 882-6830.

REAC’s fiscal year end is December 31.

The Offering

The offering consists entirely of shares offered by the selling stockholders. We are offering no shares. The selling stockholders are offering 1,100,000 shares, or 22.45%, of our issued and outstanding common stock as soon as practicable after this Registration Statement becomes effective. The selling shareholders will sell at a price of $0.05 per share until the shares are quoted on the OTC Bulletin Board® or in another quotation medium and, thereafter, at prevailing market prices or privately negotiated prices.

The offering price of $0.05 for the common stock being registered for hereby is what the selling shareholders had paid for their shares.

The proceeds of the offering will go directly to the selling stockholders. None of the proceeds will be available to Royal Equine Alliance Corporation.

Since our inception on January 10, 2006 to September 30, 2006, we did not generate any revenues and have incurred a cumulative net loss of $96,544. We believe that the $55,000 in funds that was received from unregistered sales of our common equity is sufficient to finance our efforts to become fully operational and carry us through the end of the current calendar year. The capital raised has been budgeted to establish our infrastructure and to become a fully reporting company. We believe that the recurring revenues from sales of services will be sufficient to support ongoing operations. Unfortunately, there can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from sales of merchandise will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in

5

the independent auditors’ report to the financial statements included in the registration statement.

Royal Equine Alliance Corporation’s Transfer Agent is 1^st Global Stock Transfer, LLC, 7341 W. Charleston Blvd., Suite 130, Las Vegas, Nevada 89117, telephone number (702) 656-4919.

Royal Equine Alliance Corporation has agreed to pay all costs and expenses relating to the registration of its common stock, but the selling stockholders will be responsible for any related commissions, all taxes including but not limited to federal and state income taxes, attorney’s fees and related charges in connection with the offer and sale of the shares. The selling stockholders may sell their common stock through one or more broker/dealers, and such broker/dealers may receive compensation in the form of commissions.

Summary Financial Information

The summary financial data are derived from the historical financial statements of REAC. This summary financial data should be read in conjunction with “Management’s Discussion and Plan of Operations” as well as the historical financial statements and the related notes thereto, included elsewhere in this prospectus.

Balance Sheets Data

6

Statements of Operations Data

Risk Factors

Investment in the securities offered hereby involves certain risks and is suitable only for investors of substantial financial means. Prospective investors should carefully consider the following risk factors in addition to the other information contained in this prospectus, before making an investment decision concerning the common stock.

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

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

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

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

7

OUR OFFICERS AND DIRECTOR HAVE LIMITED BUSINESS EXPERIENCE AND NO EXPERTISE MANAGING A PUBLIC COMPANY. AS A RESULT, WE MAY BE UNABLE TO DEVELOP OUR BUSINESS AND MANAGE OUR PUBLIC REPORTING REQUIREMENTS.

Our operations depend on the efforts of REAC’s officers and directors. No REAC officer or director has experience related to public company management or as a principal accounting or principal financial officer. Additionally, REAC’s officers and directors have limited experience related to marketing. Because of these factors, REAC may be unable to develop and implement its business plan and manage its public reporting requirements. REAC cannot guarantee it that will overcome any such obstacles.

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

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

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

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

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

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

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

We have yet to significantly commence our planned operations. As of the date of this Prospectus, REAC has had only limited start-up operations and has generated no revenues to date. Taking these facts into account, our independent auditors have expressed substantial doubt about our ability to continue as a

8

going concern in the independent auditors’ report to the financial statements included in the registration statement, of which this prospectus is a part. If REAC’s business fails, the investors in this offering may face a complete loss of their investment.

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

Royal Equine Alliance Corporation is entering an arena which is a highly competitive market segment with relatively low barriers to entry. Our expected competitors include larger and more established global companies. Generally, our actual and potential competitors have longer operating histories, significantly greater financial and marketing resources, as well as greater name recognition. Therefore, many of these competitors may be able to devote greater resources than REAC to sales and marketing efforts, expanding their sphere of influence and hiring and retaining key employees. There can be no assurance that our current or potential competitors will not develop or offer comparable or superior services to those expected to be offered by us. Increased competition could result in lower than expected operating margins or loss of market share, either of which would materially and adversely affect our business, results of operation and financial condition.

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

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

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

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

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

9

WE MAY LOSE OUR OFFICERS AND SOLE DIRECTOR WITHOUT EMPLOYMENT AGREEMENTS.

Our operations depend substantially on the skills and experience of Michael Schlosser, our sole officer and our sole director. We have no other full- or part-time employees besides Mr. Schlosser. Furthermore, we do not maintain “key man” life insurance on these individuals. Without an employment contract, we may lose either or both of these individuals to other pursuits without a sufficient warning and, consequently, go out of business.

Mr. Schlosser is presently involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, he may face a conflict in selecting between REAC and other business interests. We believe that Mr. Schlosser will not consider entering a similar line of business as we conduct; however, there can be no assurance of this. REAC has not formulated a policy for the resolution of such conflicts.

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

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

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

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

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

To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association. We have not identified or approached any broker/dealers with regard to assisting us apply for such listing. We are unable to estimate when we expect to undertake this endeavor. In the absence of being listed on a national stock exchange or association, no market may ever be available for investors in our common stock to sell their shares. We cannot guarantee that a meaningful trading market will develop. If a market ever develops for our Common Stock, of which we cannot guarantee success, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market price of our stock.

10

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

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

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

A large number (3,800,000) of the presently outstanding shares of common stock (4,900,000), are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144, as amended, is an exemption that generally provides that a person who has satisfied a one year holding period for such restricted securities may sell, within any three month period (provided we are current in our reporting obligations under the Exchange Act) subject to certain manner of resale provisions, an amount of restricted securities which does not exceed the greater of 1% of a company’s outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale. We currently have one shareholder who owns 300,000 shares or 6.12% of the aggregate shares of common stock which were acquired on or about January 24, 2006. Thus, sales of shares by this individual, whether pursuant to Rule 144 or otherwise, may have an immediate negative effect upon the price of our common stock in any market that might develop.

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

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

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

11

Although the NASD oversees the OTCBB, the OTCBB is not part of the NASDAQ Stock Market.

Companies that trade their stocks on major exchanges and in the NASDAQ Stock Market must meet minimum listing standards. For example, they must have minimum amounts of net assets and minimum numbers of shareholders. In contrast, companies on the OTCBB or the Pink Sheets do not have to meet any minimum standards. While all investments involve risk, microcap stocks are among the most risky. Many microcap companies tend to be new and have no proven track record. Some of these companies have no assets or operations. Others have products and services that are still in development or have yet to be tested in the market. Another risk that pertains to microcap stocks involves the low volumes of trades. Because microcap stocks trade in low volumes, any size of trade can have a large percentage impact on the price of the stock.

Special Note Regarding Forward-Looking Statements

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

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

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

Use of Proceeds

All of the shares being registered in this registration statement are issued and outstanding and held by the selling shareholders. The selling security holders will receive the net proceeds from the resale of their shares. We will not receive any of the proceeds from the sale of these shares, although we have agreed to pay the expenses related to the registration of such shares.

Determination of Offering Price

As there is no public market in the shares, Royal Equine Alliance Corporation used the price of $0.05 per share, which is what the selling shareholders had paid for their shares, as the benchmark offering price. No other factors than what the selling shareholders paid for their shares was used to determine the offering price per share of this offering. The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. The selling shareholders will sell at a price of $0.05 per share until the shares are quoted on the OTC Bulletin Board® or in another quotation medium and, thereafter, at prevailing market prices or at privately negotiated prices. To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association. We have not identified or approached any broker/dealers with regard to assisting us apply for such listing.

12

The following table sets forth (i) the number of outstanding shares, beneficially owned by the selling stockholders prior to the offering; (ii) the aggregate number of shares offered by each such stockholder pursuant to this prospectus; and (iii) the amount and the percentage of the class to be owned by such security holder after the offering is complete:

Notes:

¹ Assumes the offering of all 1,100,000 offered in this prospectus.

The shares do not bear a restrictive legend as they were issued pursuant to a Regulation D, Rule 504 offering that was registered in the State of Nevada pursuant to NRS 90.490 (Registration by Qualification). This state provision provides for public filing and delivery to investors of a substantive disclosure document before sale as required by Regulation D, Rule 504(b)(1)(i). Additionally at the time of the Offering, as required by regulation D, Rule 504(a), our Company was not:

13

None of the selling stockholders have been known to be affiliated with Royal Equine Alliance Corporation in any capacity in the past three years. None of the selling stockholders is a broker/dealer or an affiliate of a broker/dealer.

Plan of Distribution

Our common stock is currently held amongst a small community of shareholders. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. We cannot guarantee that a meaningful trading market will develop.

If a market ever develops for our Common Stock, the trading price of REAC’s common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond REAC’s control. As a result, investors may be unable to sell their shares at or greater than the price they are being offered at.

The selling stockholders may offer their shares at various times in one or more of the following transactions:

The selling stockholders may only offer and sell, from time to time, common stock using this prospectus in transactions at a fixed offering price of $0.05 per share until a trading market develops in our common stock, at which time the selling stockholders may sell shares at market prices, which may vary, or at negotiated prices. The selling stockholders may use broker/dealers to sell their shares. The broker/dealers will either receive discounts or commissions from the selling stockholders, or they will receive commissions from purchasers of shares.

The selling stockholders may transfer the shares by means of gifts, donations and contributions. This prospectus may be used by the recipients of such gifts, donations and contributions to offer and sell the shares received by them, directly or through brokers, dealers or agents and in private or public transactions; however, if sales pursuant to this prospectus by any such recipient could exceed 500 shares, than a prospectus supplement would need to be filed pursuant to Section 424(b)(3) of the Securities Act to identify the recipient as a Selling Stockholder and disclose any other relevant information. We will file a prospectus supplement to name successors to any named selling shareholders who are able to use the prospectus to resell the shares. Such prospectus supplement would be required to be delivered, together with this prospectus, to any purchaser of such shares.

In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such

14

registration or qualification requirement is available and with which REAC and the selling stockholders have complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available.

Some of the selling stockholders may be eligible and may elect to sell some or all of their shares pursuant to additional exemptions to the registration requirements of the Securities Act, including but not limited to, Rule 144 promulgated under the Securities Act, rather than pursuant to this Registration Statement.

Under certain circumstances the selling stockholders and any broker/dealers that participate in the distribution may be deemed to be “underwriters” within the meaning of the Securities Act. Any commissions received by such broker/dealers and any profits realized on the resale of shares by them may be considered underwriting discounts and commissions under the Securities Act. The selling stockholders may agree to indemnify such broker/dealers against certain liabilities, including liabilities under the Securities Act.

The selling stockholders will also be subject to applicable provisions of the Exchange Act and regulations under the Exchange Act, which may limit the timing of purchases and sales of the shares by the selling stockholders. Furthermore, under Regulation M under the Exchange Act, any person engaged in the distribution or the resale of shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution. All of the above may affect the marketability of the securities and the availability of any person or entity to engage in market-making activities with respect to our common stock.

The selling stockholders will pay all commissions, transfer fees, and other expenses associated with the sale of securities by them. The shares offered hereby are being registered by us, and we have paid the expenses of the preparation of this prospectus. We have not made any underwriting arrangements with respect to the sale of shares offered hereby.

We do not intend to engage in any distribution efforts on behalf of any of the holders of our common stock other than providing for registration of the securities registered for sale with the U.S. Securities and Exchange Commission.

Each of the selling stockholders is acting independently of us in making decisions with respect to the timing, manner and size of each with the distribution of the shares. The selling stockholders may only offer and sell common stock using this prospectus in transactions at a fixed offering price of $0.05 per share until a trading market develops in our common stock, at which time the selling stockholders may sell shares at market prices, which may vary, or at negotiated prices. There is no assurance, therefore, that the selling stockholders will sell any or all of the shares. In connection with the offer and sale of the shares, we have agreed to make available to the selling stockholders copies of this prospectus and any applicable prospectus supplement and have informed the selling stockholders of the need to deliver copies of this prospectus and any applicable prospectus supplement to purchasers at or prior to the time of any sale of the shares offered hereby. Our private investors held no influence on the decision to become a public reporting company.

Legal Proceedings

No director, officer, significant employee or consultant of Royal Equine Alliance Corporation has been, to the best of our knowledge, convicted in a criminal proceedings.

No director, officer, significant employee or consultant of Royal Equine Alliance Corporation has been, to the best of our knowledge, permanently or temporarily enjoined, barred, suspended or otherwise

15

limited from involvement in any type of business, securities or banking activities.

No director, officer, significant employee or consultant of Royal Equine Alliance Corporation has been, to the best of our knowledge, convicted of violating a federal or state securities or commodities law.

There are no known pending legal proceedings against Royal Equine Alliance Corporation

No director, officer, significant employee or consultant of Royal Equine Alliance Corporation has, to the best of our knowledge, had any bankruptcy petition filed by or against any business in which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

Directors, Executive Officers, Promoters and Control Persons

Directors, Executive Officers, Promoters and Control Persons

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

The following table sets forth certain information regarding the executive officers and sole director of REAC as of the date of this Prospectus:

Mr. Schlosser has held his offices/positions since Royal Equine Alliance Corporation inception and is expected to continue to hold his offices/positions until the next annual meeting of REAC’s stockholders. At the date of this prospectus, REAC is not engaged in any transactions, either directly or indirectly, with any persons or organizations considered promoters.

Background of Directors, Executive Officers, Promoters and Control Persons

Michael Schlosser – President, Secretary, Treasurer, and Director – Mr. Schlosser has over 30 years of practical and educational experience in the Financial Services Industry. Mr. Schlosser’s initial career training came in the insurance industry where he have held positions in underwriting, sales, sales management and auditing. Later, Mr. Schlosser worked in the investment securities industry where he owned and operated a Certified Financial Planning Practice where we worked with individual clients that owned virtually all types of businesses and had varying levels of “net-worth”. Mr. Schlosser has participated in several start-up companies, including being one of the original founders of Redmond National Bank in Redmond, Washington. During his career, Mr. Schlosser has developed over 50 training programs, written several educational text books, and personally conducted hundreds of company training programs for major banks, insurance companies and stock brokerage firms. During the past 15 years, Mr. Schlosser has conducted securities license preparation classes for individuals in the Financial Services Industry. Mr. Schlosser has worked for Securities Training Corporation for the past six years whereby he has prepared and trained numerous individuals with regards to securities exams as required

16

by the Financial Services Industry. The license preparation classes include the Series 7 stockbroker license, the Series 4/9/10 & 24 Principal licensees, along with several “unique” licenses such as Series 3, the Commodities license and Series 86/87, the new license for analysts. In April, 2005, Mr. Schlosser was elected President of Royal Pet Meals, Inc. a publicly traded company.

Michael Schlosser - Professional and Educational Qualifications

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

Security Ownership of Certain Beneficial Owners and Management

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

Notes:

17

Description of Securities

Royal Equine Alliance Corporation’s authorized capital stock consists of 70,000,000 shares of a single class of common stock, having a $0.001 par value per share and 5,000,000 shares of single class preferred stock, having a $0.001 par value per share.

The holders of REAC’s common and preferred stock:

Non-Cumulative Voting

Holders of shares of Royal Equine Alliance Corporation’s common and preferred stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of REAC’s directors.

Cash Dividends

As of the date of this Prospectus, Royal Equine Alliance Corporation has not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of REAC’s board of directors and will depend upon REAC’s earnings, if any, capital requirements and financial position, general economic conditions, and other pertinent conditions. It is the present intention of REAC not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, into REAC’s business operations.

Interest of Named Experts and Counsel

None.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Indemnification of Directors and Officers

Royal Equine Alliance Corporation’s Articles of Incorporation, its Bylaws, and certain statutes provide for the indemnification of a present or former director or officer. See Page 33 for “Indemnification of Directors and Officers.”

The Securities and Exchange Commission’s Policy on Indemnification

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to any provisions contained in its

18

Certificate of Incorporation, or Bylaws, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Organization Within Last Five Years

Royal Equine Alliance Corporation was incorporated in Nevada on January 10, 2006.

Please see the section titled “Recent Sales of Unregistered Securities”, herein, for our capitalization history.

Description of Business

Business Development and Summary

Royal Equine Alliance Corporation (“REAC” or the “Company”), a Nevada corporation, is a developmental stage company with a principal business objective of eventually acquiring horse properties and in the short term building an income stream from horse racing operations including race horse boarding, training and racing facilities, as well as revenue generation through the direct and indirect ownership of racing horses.

REAC has yet to commence planned strategic operations for significant exposure and growth. As of the date of this Prospectus, REAC has had only limited start-up operations and has not generated any significant revenues.

We have never been party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.

REAC has no current intentions of engaging in a merger or acquisition with an unidentified company.

Our administrative office is located at 269 South Beverly Drive, Suite 1122, Beverly Hills, California 90212.

REAC’s fiscal year end is December 31.

Business of Issuer

Principal Services and Principal Markets

The Company 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.

19

Business Summary

REAC provides a unique, alliance of premium race horse boarding, training and racing facilities, as well as ownership of racing horses. REAC plans on capitalizing on the rapid popularity growth trend of the horse racing industry and provides multiple sources of revenue and strong real estate asset growth for savvy investors. REAC is a special situation with a powerful business model and impressive management team that is focused on major success in the thriving “Sport of Kings” industry. 

Industry Background and Competition

REAC plans to develop an alliance of premium race horse boarding, training and racing facilities, as well as eventual ownership of racing horses. REAC plans on capitalizing on the rapid popularity growth trend of the horse racing industry and provides multiple sources of revenue and strong real estate asset growth. REAC has developed solid business model to acquire prime real estate and employ an impressive management team.

REAC has been formed to eventually build substantial real estate equity and create an increasing income stream from potential REAC properties, racing operations, and trainers. Furthermore, the proposed REAC “alliance” anticipates creating a network of REAC owned properties that are designed to develop the various profit potentials offered in several areas of the “horse racing arena”. As REAC continues to grow, the Company plans to create a branded name of horse boarding/training/racing facilities through the direct ownership of these facilities. To provide additional value to the company, the REAC divisions plan to eventually offer investment partnership interests whereby potential future investors can take direct ownership in a portfolio of horses and participate directly in the purse winnings of those horses. In many cases these same horses will be stabled at REAC properties and trained by REAC Trainers. The proposed partnership programs are expected to provide an additional source of substantial revenues to the REAC alliance. The REAC business model is planned to be a comprehensive and diversified formula to insure continual high asset growth, as well as income streams, and provide maximum success for REAC’s investors.

The REAC alliance plans primarily to be a real estate based enterprise and intends to take advantage of the three main areas of horse ownership and thus may be divided into three primary divisions, with each division headed by an expert within that particular field.

Real Estate Plan

Historically, investing in well-located, undeveloped raw land has proven to be an excellent long-term, highly profitable investment. However, a typical problem with holding undeveloped raw land is that during the holding period, investors experience negative cash flows from the property due to continuing expenses for insurance, taxes, property maintenance, security, and any mortgage that is paid. Since land often has a fairly long holding period, over time these additional costs can become substantial. REAC’s business model will eliminate this “negative cash flow” problem.

In the past, many land owners solved their negative cash flow problems by developing mini-warehouse storage facilities on their properties. These facilities were easy and inexpensive to build, yet upon their completion, monthly rental fees generated relatively high cash flows. Eventually, the property can be sold

20

as an existing going business entity or depending upon the location and land value, the property can be redeveloped or sold for a “higher and better use”.

If implemented properly, REAC’s horse stable type operation will basically create the same type of “mini-warehouse” facility. In essence, the Company will create a comparable “mini-warehouse” that will be filled with stalls for boarding horses and each stall will generate rental income. Importantly, the revenues from a racing horse stable operation potentially will be much greater than the revenues generated by a same size mini-warehouse storage facility. In addition, unlike the mini-warehouse, REAC may have the ability to generate revenues from numerous other sources - for example, horse transportation service, providing training/management, trailer sales, etc.

REAC’s initial planned facility is projected to have between 50 and 200 total horses, and to begin quickly generating substantial cash flow. The over all operation is projected to be highly profitable since as a company, much like a mini-warehouse facility, REAC can operate on a very low overhead basis. REAC simply provides stall space for a fee. The individual horse owners are responsible for other animal costs and they pay for all of the costs associated with horse ownership (food, vet, insurance, farrier, training, transportation etc.).

As indicated above, the creation of the business plan for REAC has been based upon a number of separate Divisions. Each of these Divisions, when and if developed in the future as the business model matures, will be treated as a separate business entity and separate profit center for accounting purposes. However, all financial reporting of the individual divisions will be aggregated for REAC financial reporting to shareholders and regulatory authorities.

Business Model

REAC plans to develop an alliance of premium race horse boarding, training and racing facilities, as well as eventual ownership of racing horses. REAC plans on capitalizing on the rapid popularity growth trend of the horse racing industry and provides multiple sources of revenue and strong real estate asset growth. REAC has developed solid business model to acquire prime real estate and employ an impressive management team.

REAC has been formed to eventually build substantial real estate equity and create an increasing income stream from potential REAC properties, racing operations, and trainers. Furthermore, the proposed REAC “alliance” anticipates creating a network of REAC owned properties that are designed to develop the various profit potentials offered in several areas of the “horse racing arena”. As REAC continues to grow, the Company plans to create a branded name of horse boarding/training/racing facilities through the direct ownership of these facilities. To provide additional value to the company, the REAC divisions plan to eventually offer investment partnership interests whereby potential future investors can take direct ownership in a portfolio of horses and participate directly in the purse winnings of those horses. In many cases these same horses will be stabled at REAC properties and trained by REAC Trainers. The proposed partnership programs are expected to provide an additional source of substantial revenues to the REAC alliance. The REAC business model is planned to be a comprehensive and diversified formula to insure continual high asset growth, as well as income streams, and provide maximum success for REAC’s investors.

21

The REAC alliance plans primarily to be a real estate based enterprise and intends to take advantage of the three main areas of horse ownership and thus may be divided into three primary divisions, with each division headed by an expert within that particular field.

Strategic Plans and Corporate Objectives

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

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

All REAC management and personnel have been entrusted with the specific goal of operating each and every facet of the total operation in accordance to REAC standards.

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

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

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

Need for Government Approval

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

Effect of existing or probable government regulations

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

Number of total employees and number of full time employees

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

22

Currently, Michael Schlosser, our President, is the only person providing a time commitment to the company on a part-time basis and expects to devote a minimum of 15 hours per week to our operations. Mr. Schlosser is prepared to dedicate additional time, as needed. At this time, there are no full- or part-time employees. We do not expect to hire any additional employees over the next 12 months, although the possibility does exist that administrative staff may be required should sufficient business develop.

Reports to Security Holders

Management’s Discussion and Plan of Operation

This section must be read in conjunction with the Audited Financial Statements included in this Prospectus.

Management’s Discussion and Plan of Operation

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

During the period from inception through December 31, 2006, we generated no revenues of and incurred a net loss of $96,544. The cumulative net loss was attributable solely to general and administrative expenses related to the costs of start-up operations.

Our officers and director believes that our cash on hand as of September 30, 2006 in the amount of $57,411 is sufficient to maintain our current minimal level of operations for current calendar year. However, generating sales in the next 12 months is imperative for us to continue as a going concern. We believe that we will be required to generate a minimum of approximately $48,000 in revenues over the next 12 months in order for us to support ongoing operations. If we do not generate sufficient revenues to meet our expenses over the next 12 months, we may need to raise additional capital by issuing 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 believe that the funds received in the private placement will be sufficient to satisfy our start-up and

23

operating requirements for the next 12 months. The table below sets forth the anticipated use of the private placement funds:

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.

24

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.

Description of Property

REAC’s uses the mailing address of 269 South Beverly Drive, Suite 1122, Beverly Hills, California 90212. REAC is not leasing a physical office space at this time in order to maintain a better control of recurring costs. Additionally, the services provided by REAC better lend themselves to REAC representatives meeting potential clients at the potential client’s principal place of business for not only convenience of the potential client, but for REAC to better under the business nature of the potential client. We believe that this arrangement is suitable and most cost-effective at this time. We also believe that we will not need to lease any facilities for at least the next 12 months. There are currently no proposed programs for the renovation, improvement or development of the facilities we currently use.

Certain Relationships and Related Transactions

In January 2006, REAC issued 3.500,000 shares of $0.001 par value common stock to Michael Schlosser, an officer and director, in exchange for services and cash.

Market for Common Equity and Related Stockholder Matters

Market Information

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

As of the date of this Prospectus,

25

In general, under Rule 144 as amended, a person who has beneficially owned and held “restricted” securities for at least one year, including “affiliates,” may sell publicly without registration under the Securities Act, within any three-month period, assuming compliance with other provisions of the Rule, a number of shares that do not exceed the greater of (i) one percent of the common stock then outstanding or, (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale. A person who is not deemed an “affiliate” of our Company and who has beneficially owned shares for at least two years would be entitled to unlimited resale of such restricted securities under Rule 144 without regard to the volume and other limitations described above.

Holders

As of the date of this Prospectus, REAC has 4,900,000 shares of $0.001 par value common stock issued and outstanding held by 28 shareholders of record. REAC’s Transfer Agent is 1^st Global Stock Transfer, LLC, 7341 W. Charleston Blvd., Suite 130, Las Vegas, NV 89117, telephone number (702) 656-4919.

Dividends

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

Executive Compensation

There are no existing or planned option/SAR grants.

REAC does not have an employment agreement with Michael Schlosser, its sole officer and director.

The proceeds of this offering may not be used to make loans to officers, directors and affiliates.

26

Financial Statements

a) Audited Financial Statements as of September 30, 2006

(Beginning on the following page)

27

ROYAL EQUINE ALLIANCE CORPORATION

FINANCIAL STATEMENTS

September 30, 2006

F-1

28

CONTENTS

F-2

29

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Royal Equine Alliance Corporation

(A Development Stage Company)

Las Vegas, Nevada

We have audited the accompanying balance sheet of Royal Equine Alliance Corporation (a development stage company) as of September 30, 2006, and the related statements of operations, stockholders’ equity and cash flows for the period from inception on January 10, 2006 through September 30, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Royal Equine Alliance Corporation (a development stage company) as of September 30, 2006 and the results of its operations and its cash flows for the period from inception on January 1, 2006 through September 30, 2006, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s recurring losses and lack of operations raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Moore & Associates Chartered

Moore & Associates Chartered

Las Vegas, Nevada

November 7, 2006

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7511 Fax (702) 253-7501

F-3

30

ROYAL EQUINE ALLIANCE CORPORATION

Balance Sheet

(A Development Stage Company)

F-4

31

ROYAL EQUINE ALLIANCE CORPORATION

Statement of Operations

(A Development Stage Company)

F-5

32

ROYAL EQUINE ALLIANCE CORPORATION

Statement of Stockholders’ Equity

(A Development Stage Company)

F-6

33

ROYAL EQUINE ALLIANCE CORPORATION

Statement of Cash Flows

(A Development Stage Company)

F-7

34

ROYAL EQUINE ALLIANCE CORPORATION

Notes to the Financial Statements

(A Development Stage Company)

a. Organization and Business Activities

The Company was incorporated under the laws of the State of Nevada on January 1, 2006 with a principal business objective of investing in and developing all types of businesses related to the equine industry. The Company has not realized significant revenues to date and therefore classified as a development stage company.

b. Depreciation

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

c. Accounting Method

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

d. Cash and Cash Equivalents

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

e. Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

f. Revenue Recognition

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

g. Organization Costs

The Company has expensed the costs of its incorporation.

F-8

35

ROYAL EQUINE ALLIANCE CORPORATION

Notes to the Financial Statements

(A Development Stage Company)

h. Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred.

i. Concentrations of Risk

The Company’s bank accounts are deposited in insured institutions. The funds are insured up to $100,000. At September 30, 2006, the Company’s bank deposits did not exceed the insured amounts.

j. Basic Loss Per Share

The Computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period.

k. Income Taxes

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

F-9

36

ROYAL EQUINE ALLIANCE CORPORATION

Notes to the Financial Statements

(A Development Stage Company)

Net deferred tax assets consist of the following components as of September 30, 2006:

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the period ended September 30, 2006 due to the following:

l. Income Taxes (continued)

At September 30, 2006, the Company had net operating loss carryforwards of approximately $96,500 that may be offset against future taxable income through 2026. No tax benefit has been reported in the September 30, 2005 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

F-10

37

ROYAL EQUINE ALLIANCE CORPORATION

Notes to the Financial Statements

(A Development Stage Company)

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 and has generated significant 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 developing 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.

F-11

38

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

39

Dealer Prospectus Delivery Obligation

Prior to the expiration of ninety days after the effective date of this registration statement or prior to the expiration of ninety days after the first date upon which the security was bona fide offered to the public after such effective date, whichever is later, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

40

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers

REAC’s Articles of Incorporation and its Bylaws provide for the indemnification of a present or former director or officer. REAC indemnifies any of its directors, officers, employees or agents who are successful on the merits or otherwise in defense on any action or suit. Such indemnification shall include, expenses, including attorney’s fees actually or reasonably incurred by him. Nevada law also provides for discretionary indemnification for each person who serves as or at REAC’s request as one of its officers or directors. REAC may indemnify such individuals against all costs, expenses and liabilities incurred in a threatened, pending or completed action, suit or proceeding brought because such individual is one of REAC’s directors or officers. Such individual must have conducted himself in good faith and reasonably believed that his conduct was in, or not opposed to, REAC’s best interests. In a criminal action, he must not have had a reasonable cause to believe his conduct was unlawful.

Nevada Law

Pursuant to the provisions of Nevada Revised Statutes 78.751, the Corporation shall indemnify its directors, officers and employees as follows: Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation. The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.

Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by the Registrant in connection with the sale of the common stock being registered. REAC has agreed to pay all costs and expenses relating to the registration of its common stock. All amounts are estimated.

41

Recent Sales of Unregistered Securities

In January 2005, we issued 3,500,000 shares of our common stock to Michael Schlosser, our founding shareholder and the sole officer and director, in exchange for services and cash. This sale of stock did not involve any public offering, general advertising or solicitation. At the time of the issuance, Mr. Schlosser had fair access to and was in possession of all available material information about our company, as he is the sole officer and director of REAC. The shares bear a restrictive transfer legend in accordance with Rule 144 under the Securities Act. On the basis of these facts, we claim that the issuance of stock to our founding shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.