SecProbe.io

Mail Stop 3561

 November 26, 2007

Via U.S. Mail

John Fahlberg Chairman, President and Chief Executive Officer The Golf Alliance Corporation
12926 Morehead
Chapel Hill, North Carolina 27517
Re:  The Golf Alliance Corporation
  Registration Statement on Form SB-2
  Filed October 31, 2007
  File No. 333-147056
Dear Mr. Fahlberg:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

John Fahlberg
The Golf Alliance Corporation
November 26, 2007 Page 2

 Registration Statement

 Cover Page

1. Please include the IRS Employer ID No. on the front cover of the registration statement.

2. The registration fee cannot be calculated in accordance with Rule 457(c) as there
is no market for the common stock.  Please revise the registration statement to recalculate the registration fee in acc ordance with the appropriate rule.

3. Please revise the disclosure at each relevant  place in the filing to provide the basis
for setting the share price in this o ffering at $.10.  Your explanation should
address the fact that  the $.10 per share price was the or iginal price paid by selling
shareholders and discuss the fact that this prohibits them from making any profit
on sales unless and until there is an activ e trading market.  Alternately, increase
the fixed price and pay the additional filing fee.

Prospectus

General

4. It appears from your current disclosure th at you have not taken any concrete steps
to implement your business plan, and th erefore may be a “blank check” company
under Section (a)(2) of Ru le 419 of the Securities Act of 1933.  We note for
example, that since the inception of y our business you have not generated any
revenues, you do not appear to have any written agreements with private golf
clubs or golfers to begin your proposed services, and have no concrete plan of
how you will do so, you do not appear to ha ve any dedicated full-time or part-
time employees other than Mr. Fahlberg and, although you have presented a plan of operation, you do not have an operati onal website or other method to reach
potential customers.  We also note that you have issued penny stock.  Please tell
us why you do not believe that you are a blank check company.  Alternatively, revise the registration statement to disclose that you are a blank check company and that any future offerings of your secu rities would need to comply with Rule
419.

5. To the extent you are a blank check co mpany, please revise the document to
clearly state that holders of your common stock may not rely on Rule 144 of the
Securities Act of 1933 and must register any re-sales of your common stock under
the Securities Act of 1933.  See
 the letter dated January 21, 2000 to Ken Worm,
Assistant Director of OTC Complian ce Unit, NASD Regulation, Inc., from
Richard Wulff, Chief, Office of Small Business.

John Fahlberg
The Golf Alliance Corporation
November 26, 2007 Page 3

6. If you believe you are not a blank chec k company, please revise the entire
registration statement so that it conveys an accurate picture of your company at
the point of effectiveness.  You may di scuss your hopes and plans but only in the
context of disclosing your actual situation and the r eal costs and timelines you
face in reaching your goals.  The remaining comments in this letter are designed to offer some guidance as you begin the ta sk of creating a prospectus which will
offer useful information to poten tial purchasers of your securities.

Cover Page

7. We note the sentence “Our common stock is presently not traded. . . and have
[sic] no voting rights.”  It appears that you ma y be alluding to the fact that the sole
officer has a majority of the stock, but common stock does have voting rights.
Revise for sense.

8. Revise the first all capitals sentence to  make “considered” active voice.  Who
considers it?

About Our Company, page 2

9. The second sentence under this section says you “will provide” opportunities.
Either file agreements showing this is a true statement or revise to say that you
hope to provide such opportunities.  Make similar changes elsewhere in the
prospectus as appropriate.

10. The independent auditor’s report expre sses substantial doubt about the company’s
ability to continue as a going concern.  Please provide this information in the
“General” section.  Please also state th at the company is a development stage
company in this section. Also disclose the amount of cash you have as of the most recent date practical.
 Risk Factors, page 3

11. Please create a risk factor to discuss th e substantial doubt regarding your ability to
continue as a going concer n and that you have incurred no revenues and only
losses to date.

12. Please create a risk factor to discus s that Mr. Fahlberg owns 86.21% of the
common stock and the impact his owners hip will have on shareholder voting,
management and operations.

John Fahlberg
The Golf Alliance Corporation
November 26, 2007 Page 4

13. Please create a risk factor to discuss th at there is no employment agreement in
place with Mr. Fahlberg.

14. Please create a risk factor to discuss th e risk that there is not any previous
experience the officers of the company have in managing a public company and difficulties in having acceptable intern al controls surrounding the financial
reporting with only one o fficer/employee/director.

15. Please create a risk factor that the execu tive officer is currently not receiving any
compensation and disclose what compensation he ultimately expects to receive.  That will help investors evaluate the financial statements.

We Will Require Financing To Achieve Ou r Current Business Strategy…, page 3

16. Please advise or revise to clarify the discrepancy between this  risk factor which
states “[o]ur capital requirements to implement our business strategy will be
significant” and the discussion in th e Business section under “Operation and
Supply Chain” which states that you are ab le to limit total costs due to your
structure and you will require limite d capital for initial startup.

17. Also, quantify the amount of additional financing you believe you will need to achieve your current strategy.  MD&A shoul d address how you intend to raise this
money and your success to date.
 Our Future Success Is Dependent, In Pa rt, On the Performance . . ., page 3

18. Please revise both the heading and the risk factor to clarify that Mr. Fahlberg does
not intend to devote 100% of his time to your  business and the consequent risk to
the company.

While No Current Lawsuits Are Filed Against The Company…, page 3

19. Please disclose the cost of a “standard product liability insu rance” policy for an
enterprise such as yours, so  that investors can factor that into their judgment of
the adequacy of your plans.
 Selling Shareholders, page 5

20. Please complete the first sentence af ter the chart of selling shareholders.

John Fahlberg
The Golf Alliance Corporation
November 26, 2007 Page 5

  Plan of Distribution, page 6

21. Please revise the plan of distribution to identify the selling stockholders as
deemed underwriters.
 Directors, Executive Officers, Promoters and Control Persons, page 7

22. Please revise the description of Mr. Fahl berg’s business experience to briefly
describe his business experience only duri ng the pasty five years, and to omit
information which does not strictly relate to business experience.  Refer to Item
401(a)(4) of Regulation S-B.  Please also  disclose how long Mr. Fahlberg has
been president of Fahlberg Consulting  & Coaching and how long he has been
Chairman, President, Chief Executive Of ficer, Treasurer and Secretary of The
Golf Alliance Corporation. Also disclose what the Fahlberg Consulting and Coaching company does.  Is Mr. Fahlberg  a golfing coach?

Common Stock, page 8

23. The first sentence of the second paragraph a ppears to suggest that the shares to be
sold are not curre ntly outstanding.  Revise it.

Concept, page 9

24. Please discuss how golfers will be able to access multiple golf courses if they are
spread throughout Florida, New York, New Jersey, Connecticut and Washington, DC.  Will the initial 20 to 40 golf courses be near each other in each of the locations or are the golfers expected to  travel long dist ances to reach the
participating clubs?  Please revise to include a risk fa ctor about the risks that
golfers may not be interested in ha ving “access” to clubs which would be
inconvenient geographically or tell us why it is not a risk.

25. Please provide us with the basis for the statement in the third paragraph of this section that “[c]lubs in participation with  us will be inclined to continue to
participate for fear of losing their membersh ip base, and other clubs that are not in
participation with us will be inclined to join to gain access to our members.”

26. Please provide us with the basis for the st atements made in the fourth paragraph
of this section.

27. Please revise to address the issue that  good country clubs can attract members on
their own so that your scheme is essentially to string together clubs, which are unable to do attract enou gh individual memberships on their own, which are

John Fahlberg
The Golf Alliance Corporation
November 26, 2007 Page 6

geographically non-contiguous, and which are willing to accept “corporate”
members rather than individual dues-payi ng members.  What is the basis for
believing individuals would be willi ng to pay for such an opportunity?

28. In an appropriate place, please discuss what you intend to charge your customers and how much of that will be remitted to individual golf clubs.  Presentation of figures will assist inve stors in assaying the practicality of your concept.

29. Please revise in an appropriate place to discuss the possibility that current
members of a golf club will resent and reject  your intent to let others use their
club at a discount to their memb ership and associated costs.

Competition, page 10

30. Please provide a discussion of the companies in competition with The Golf
Alliance  Corporation that are discussed in the “Directors, Executive Officers, Promoters and Control Persons” section, specifically ClubCorp, InVicta and The
Georgia Golf Alliance, and a description of these competing services.
 Design Model, page 11

31. We note your disclosure that the company will target middle to lower tier regional
private golf clubs.  Please di scuss how you plan to attract golfers to this type of
golf course, how this will impact the in itiation fee and membership fee you will
charge to golfers and any impact th is may have on your future revenues.

32. We note your disclosure that Mr. Fahl berg will be solely responsible for
operations and sales through Phase I a nd II.  Please disclose who will be
responsible for the operations and sa les of the company in Phase III.
 Operations and Supply Chain, page 12

33. Please define what is meant by “significant margins” in the last sentence of the third paragraph of this section. Please pr ovide the basis for the statement that
there will be “a significant jump in reve nue during the second quarter of each
year.”  Also please add disc losure that since there is so safe harbor for penny
stock companies or initial public offerings, if either of these statements does not
turn out to be accurate, investors can sue both the registrant and those who sign the registration statement.

John Fahlberg
The Golf Alliance Corporation
November 26, 2007 Page 7

 Plan of Operation, page 13

34. In Item 15 of the plan of operation, please discuss what will happen if the goal of
getting at least 20 private clubs  is not feasible.  To the ex tent material, please also
include a risk factor discussing that this st ep may not be feasible and the results of
such determination.

35. When you file an amendment, please disclose where you are in the plan of operations.  If you have not yet enrolled al l twenty clubs, please disclose the ones
you have enrolled, file the relevant agr eements as exhibits, and summarize them
in the prospectus.  We encourage you to include a map or maps showing their location to each other as well.

Part II

Item 26.  Recent Sales of Unregistered Securities, page II-2.

36. Please disclose the price per share for the shares that Mr. Fahlberg received.  Also disclose what the “valuable consideration” consisted of.

37. Please provide a discussion of how the offe ring fits within Item 506(b)(2) of the
Securities Act when there are more than 35 purchasers of securities in the offering.
 Item 27.  Exhibits., page II-3

38. Please include the power of a ttorney on page II-6 to th e list of exhibits to the
registration statement.  Refer to Item 601 of Regulation S-B.
 Item 28.  Undertakings., page II-4

39. Please revise the undertakings to match th e language as set forth in Items 512(a)
and 512(e) of Regulation S-B and include  the undertaking contained in Item
512(a)(4) of Regulation S-B.  In addition, please determine whether the registrant
is relying on Rule 430A, 430B or 430C of  the Securities Act and provide the
appropriate undertaking.
 Signatures, page II-6

40. Please revise the signature page for the registrant.  The registration statement
should be signed by the registrant, the re gistrant’s principal executive officer,
principal financial officer, controller or principal acc ounting officer, and by at

John Fahlberg
The Golf Alliance Corporation
November 26, 2007 Page 8

least a majority of the regi strant’s board of directors or persons performing similar
functions.  Refer to Instructions for Signatures of Form SB-2.
 Exhibit 5.1

41. Please revise the opinion to reflect that the number of shares being registered is
800,000 and not 80,000.

* * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
 Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the fi