SecProbe.io

Mail Stop 3561

 March 10, 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. 2 to Registra tion Statement on Form S-1
  Filed February 26, 2008   File No. 333-147056
Dear Mr. Fahlberg:

We have reviewed your responses to the comments in our letter dated February 7,
2008 and have the following additional comments .  Please note that all page references
below correspond to the clean versio n of your filing provided by counsel.
Registration Statement Cover Page

1. Please indicate whether the registrant is a large accelerated fi ler, an accelerated
filer, a non-accelerated filer or a smalle r reporting company.  Refer to Rule 12b-2
of the Exchange Act for the definition of these terms.
 Prospectus Cover Page

2. We reissue our prior comment 3.  We have read your response and find it
unresponsive.  When the purchasers purchas ed restrictive, illiquid shares for $.10
a share, they agreed that they were worth ten cents a share with the restrictions of
a non-public security.  Now they are regist ering a liquid, non-res trictive security.
Either revise the price or explain wh y the changed factors do not result in a

John Fahlberg
The Golf Alliance Corporation
March 10, 2008 Page 2

different price.  Also please provide us with a copy of the offering memorandum
and any related agreements about the private offering.

General, page 5

3. Please revise this section to  disclose, if true, that you have no contracts with any
golf course, that you have not contacted  any golf course, and that you have no
assurance that your plan is  practical.  We suggest using bullets to improve
readability.

4. Please revise the third paragraph of this section to disclose when you will run out
of funds at your current “burn rate.”

We Will Require Financing to Achieve our Current Business Strategy, page 7

5. Please revise to quantify the amount of financing you believe you will need.
 While No Current Lawsuits are Filed Against the Company, page 9

6. Please revise to disclose, if true, th at you have no current plans to purchase
liability insurance and th at you currently lack the resources to purchase any.
 Concept, page 16

7. Please revise the last sentence of the firs t paragraph to clarify that since you have
no initial market you cannot be sure what it consists of.

8. Please revise the last sentence of the last pa ragraph of this section for sense.  It is
unclear whether members would not rese nt having non-members play on their
course for reduced rates simply because  it was only a few times per individual
non-member.  If many non-members utilized  the course, or ev en a few who were
paying significantly less than dues-paying members, it is possible there would be
resentment.
 Revenue Distribution and Apportionment, page 17

9. We note your response to our prior comme nt 8 and reissue in part.  Please
disclose the average monthly portion of the annual dues for the twenty clubs on
your list and explain how you intend to  apportion out the remainder of the
monthly dues so that investors can determ ine how likely it is that the financial
aspects of this concept might work in practice.

John Fahlberg
The Golf Alliance Corporation
March 10, 2008 Page 3

 Roll-Out Strategy, page 20

10. Revise the last sentence of the first para graph, if true, to clarify that it has not
begun yet.
 Phase III, page 20

11. Please revise each of the first three bulle ts to include the cost you are budgeting
for the item mentioned.  Providing this in formation will help investors gauge the
likelihood of the success of your vent ure and assist in evaluating the
sophistication of the business plan.

12. We note that you expect to ta ke six months to attract 1,000 golfers.  Please revise
to explain what this estimate is based on.

Executive Compensation, page 26

13. We note your response to our prior comment 6 and reissue in part.  Please provide
the information in this section as of a more recent date than October 31, 2007.

Available Information, page 27

14. Please indicate that the regi strant is filing the regist ration statement on Form SB-
2.  Please change any other references to Form SB-2 in the registration statement
as appropriate.

Registration Statement Signature Page

15. Please revise the signature page to state that the registrant certifies that it has reasonable grounds to believe that it meet s all of the requirements for filing on
Form S-1.

* * * * *

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
March 10, 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
March 10, 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