SecProbe.io

Mail Stop 3561
  February 7, 2008

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
  Amendment No. 1 to Registra tion Statement on Form SB-2
  Filed January 7, 2008   File No. 333-147056
Dear Mr. Fahlberg:

We have reviewed your responses to the comments in our letter dated November
26, 2007 and have the following additional comments.  Please note that all page references below correspond to the clean version of your fili ng provided by counsel.
General

1. Please file your next amendment on the a ppropriate form available to you without
an “SB” designation.  Refer to Section IV of the Smaller Reporting Company Regulatory Relief and Simplification Re lease (Release No. 33-8876) and A Small
Entity Compliance Guide, both which are available on our website at
http://www.sec.gov/rules/final/fina larchive/finalarchive2007.shtml
.

Registration Statement

Cover Page

2. Please include the fixed price at which th e selling security holders may sell their
shares until there is a market for the common stock.  Schedule A, paragraph 16 of
the Securities Act of 1933, as amended, re quires registrants to include in the
registration statement either a price range or a formula or method to calculate the
price.  If there is no existing market fo r the securities, the registration statement

John Fahlberg
The Golf Alliance Corporation
February 7, 2008 Page 2

must include a price, or at least a price range.  Simply stating that the securities are to be sold at privately nego tiated prices is not sufficient.
 Prospectus

Cover Page

3. Please either revise the price or tell us w hy a price equal to the cost for the shares
is bona fide.
 Summary Financial Data, page 5

4. Please revise the chart so that the amount  of the net losses from inception through
October 31, 2007 matches the $34,763 as repor ted in the financial statements.
 While No Current Lawsuits Are Filed Against The Company…, page 11

5. Please revise to disclose the cost or a ra nge of the cost of the “standard product
liability insurance” you intend to purchase.

Directors, Executive Officers, Promoters and Control Persons, page 17

6. Please provide the information in this section and in “Security Ownership of
Certain Beneficial Owners and Management” and “Executive Compensation” as of a more recent date than October 30, 2007.
 Concept, page 19

7. We note your response to our prior comme nts 28 and 29.  Please discuss how the
number of “uplift” level memberships, which have no limits on the number of rounds of golf per member per club, will be limited in order to keep current
members of golf clubs from resenting or rejecting others us ing their club at a
discount price.

8. Please revise the discussion after the tabl e on page 21 to clarify how much of the
monthly fee you intend to reta in and how much to alloca te to the various clubs.
Then we suggest disclosing the average monthly portion of the annual dues for the twenty clubs on your list and explai n how you intend to apportion out the
remainder of the monthly dues so that inve stors can determine how likely it is that
the financial aspects of this c oncept might work  in practice.

John Fahlberg
The Golf Alliance Corporation
February 7, 2008 Page 3

 Operations and Supply Chain, page 25

9. We note the statement in the carryover pa ragraph at the top of page 27 that you
“will operate at significant margins.” In the absence of an operating history, there does not appear to be any reasonable basis for this belief.  It is an aspiration stated
as a fact, but there doesn’t appear any particular fact ual basis for the aspiration.
Either delete it or provide us with a basis.

Plan of Operation, page 27

10. We note your response to our prior comme nt 35.  Clarify whether there is any
written contract with the website devel oper to create a website for The Golf
Alliance Corporation.  If there is, name  the company and file the agreement.

11. We note that you do not provide your webs ite address, which you are encouraged
to do.  Refer to Item 101(c)(3) of Regulation S-B.

12. In the next amendment, please update this section to discuss the initial results of
contacting golf clubs using the lists r eceived from the National Golf Foundation.

Part II

Item 28.  Undertakings, page 55

13. We note your response to our prior comme nt 39 and reissue in part.  Please
include the undertaking contained in Item 512(a)(4) of Regulation S-B.
 Exhibit 21

14. Please file Exhibit 21 with the filing of the next amendment to the registration
statement.

* * * * *

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

John Fahlberg
The Golf Alliance Corporation
February 7, 2008 Page 4

 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 filing;

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

• the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

John Fahlberg
The Golf Alliance Corporation
February 7, 2008
Page 5

Please contact Julie Bell at (202) 551 -3574 or me at (202) 551-3750 with any
other questions.
 Regards,      Max A. Webb  Assistant Director
cc: Gregg E. Jaclin, Esq.  Anslow & Jaclin, LLP  Fax:  (732) 577-1188