SecProbe.io

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 May
4, 2026

 Attn:
Cheryl Brown

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 BluSky
 AI, Inc.
 Offering
 Statement on Form 1-A
 File
 No. 024-12711

 Ladies
and Gentlemen:

 The
undersigned (the "Registrant") hereby requests that the Securities and Exchange Commission (the "Commission")
take appropriate action to cause the above-referenced Offering Statement on Form 1-A to become qualified on Thursday, May 7, 2026, at
4:30 p.m. ET, or as soon thereafter as is practicable.

 The
Registrant authorizes Lance Brunson of Brunson Chandler & Jones, PLLC, outside counsel to the Registrant, to verbally alter the requested
date and time of qualification of the Offering Statement with the Commission. Please call Mr. Brunson at (801) 303-5737 with any questions
you may have.

 Thank
you for your assistance.

 Sincerely,

 BluSky
AI, Inc.

 /s/
Trent D'Ambrosio

 Trent
D'Ambrosio

 Chief
Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 2, 2026

Trent D Ambrosio
Chief Executive Officer
BluSky AI Inc.
5530 South 900 East, Suite 280
Murray, UT 84117

 Re: BluSky AI Inc.
 Offering Statement on Form 1-A
 Filed February 11, 2026
 File No. 024-12711
Dear Trent D Ambrosio:

 This is to advise you that we do not intend to review your offering
statement.

 We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

 Please contact Cheryl Brown at 202-551-3905 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Lance Brunson
</TEXT>
</DOCUMENT>

CORRESP
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INCEPTION
MINING INC.

5330
SOUTH 900 EAST, SUITE 280A

MURRAY,
UTAH 84117

July
19, 2019

Via
EDGAR

United
States Securities and Exchange Commission

Attn:
Ruari Regan

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Inception
    Mining Inc.

    Registration
    Statement on Form S-1

    Filed
    June 3, 2019

    File
    No. 333-231917

Ladies
and Gentlemen:

The
undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on Tuesday, July
23, 2019 at 4:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable.

In
connection with this request, the Registrant acknowledges that:

    ●
    should
    the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the
    filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

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

    ●
    the
    Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
    the Commission or any person under the federal securities laws of the United States.

Very
truly yours,

Inception
Mining Inc.

    /s/
    Trent D’Ambrosio

    Trent
    D’Ambrosio

    Chief
    Executive Officer

June 10, 2019
Trent D’Ambrosio
Chief Executive Officer
INCEPTION MINING INC.
5330 South 900 East, Suite 280
Murray, UT 84117
Re:INCEPTION MINING INC.
Registration Statement on Form S-1
Filed June 3, 2019
File No. 333-231917
Dear Mr. D’Ambrosio:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ruairi Regan at (202) 551-3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Callie Jones, Esq.

Mail Stop 3561
December 7,  2016

Via E -mail
Mr. Michael Ahlin
Chief Executive Officer
5330 South 900 East, Suite 280
Murray, Utah 84117

Re: Inception Mining, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2015
Filed May 3, 2016
File No. 000 -55219

Dear Mr. Ahlin:

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely ,

 /s/ John Reynolds

John Reynolds
Assistant Director
Offices of Beverages, Apparel and
Mining

CORRESP
1
filename1.htm

INCEPTION
MINING INC.

5330
South 900 East, Suite 280

Murray,
Utah 84117

December
5, 2016

Via
Edgar

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Mail
Stop 3561

Washington
DC 20549

Attn:
John Reynolds, Assistant Director

    Re:
    Inception
    Mining Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2015

    Response
    Dated November 10, 2016

    File
    No. 000-55219

Dear
Mr. Reynolds:

We
have received your letter dated November 21, 2016 regarding your comments to the Company’s first response related to the
Company’s Annual Report on Form 10-K and have prepared the following responses to your comments.

Form
8-K filed July 2[2], 2016

Exhibit
99.1

    1.
    We
    note your response to comment 1. Please tell us if your 43-101 technical analysis is filed and reviewed in Canada by the Canadian
    authorities. If not, explain why you term this report a 43-101 technical analysis. Additionally, tell us if the report that
    you have termed a 43-101 technical analysis contains all sections typically contained in a 43-101 report.

RESPONSE:
The report we previously referred to as a “43-101 technical analysis” has not been filed or reviewed in Canada by
the Canadian authorities to our knowledge. In 2013, we hired a third party “qualified person” (“QP”) to
complete a 43-101 technical analysis as we were considering dual listing in Canada on the TSX. He delivered to us a technical
report with the filename titled “UP_43101tech rpt_111213_final.pdf”, that used the term “43-101” liberally,
and which the Company understood to be a 43-101 technical analysis. We have since delayed any decision to continue with a dual
listing on a Canadian exchange and therefore we are not required to file the report in Canada and have it reviewed.

With
respect to the report containing all sections typically contained in a 43-101 technical analysis, we contracted with a “QP”
and relied on their knowledge to complete the report as required. It is management’s understanding now that a 43-101 technical
analysis should contain twenty-seven sections and that the report we referenced in the presentation contains nineteen of the twenty-seven
sections. Of the eight missing sections, seven of the elements could not have been determined in 2013 when the report was drafted,
but could be evaluated now in an updated report.

As
we have discovered that the report does not contain all sections typically contained in a 43-101 report, we have promptly removed
references to “43-101” by revising the presentation referenced above (and the one filed via Form 8-K on November 25,
2016) to remove the references to “43-101.” Those 8-K/As will be filed as soon as practicable.

We
appreciate your time and attention to this matter.

The
Company acknowledges that:

    ●
    the
    Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    staff
    comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with
    respect to the filing; and

    ●
    the
    Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
    securities laws of the United States.

Sincerely,

    Inception
    Mining Inc.

    /s/
    Trent D’Ambrosio

    Chief
    Financial Officer

Mail Stop 3561

November 21 , 2016

Via E -mail
Mr. Michael Ahlin
Chief Executive Officer
5330 South 900 East, Suite 280
Murray, Utah 84117

Re: Inception Mining, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2015
Response Dated November 10, 2016
File No. 000 -55219

Dear Mr. Ahlin:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may  better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circu mstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 8 -K filed July 2 7, 2016
Exhibit 99.1

1. We note your response to comment 1.   Please tell us if your 43 -101 technical analysis is
filed and reviewed in Canada by the Canadian authorities.  If not, explain why you term
this report a 43 -101 technical analysis.  Additionally, tell us if the report that you have
termed a 43 -101 technical analysis contains all sec tions typically contained in a 43 -101
report.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Mr. Michael Ahlin
Inception Mining, Inc.
November 21 , 2016
Page 2

 Please c ontact John Coleman at (202) 551 -3610 or me at (202) 551 -3790 with any
questions.

Sincerely ,

 /s/ John Reynolds

John Reynolds
Assistant Director
Offices of Beverages, Apparel and
Mining

CORRESP
1
filename1.htm

INCEPTION
MINING INC.

5330
South 900 East, Suite 280

Murray,
Utah 84117

November
10, 2016

Via
Edgar

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Mail
Stop 3561

Washington
DC 20549

Attn:
John Reynolds, Assistant Director

    Re:
    Inception
    Mining Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2015

    Filed
    May 3, 2016

    File
    No. 000-55219

Dear
Mr. Reynolds:

We
have received your letter dated October 17, 2016 regarding the Company’s Annual Report on Form 10-K and have prepared the
following responses to your comments. Supplemental information requested is provided in the included Exhibit A, where applicable,
with the proposed additions in red text.

Form
8-K filed July 27, 2016

Exhibit
99.1

1.
We note your reference to a 43-101 technical analysis report in your press release furnished to the Commission on July 27, 2016.
Please forward to our engineer, as supplemental information and not as part of your filing, the referenced technical report pursuant
to paragraph (c) of Industry Guide 7. Please provide this information on a CD, formatted as Adobe PDF files. You may ask to have
this information returned by making a written request at the time it is furnished, as provide in Rule 12b-4 of Regulation 12B.
If you have questions concerning the above request, please contact John Coleman, Mining Engineer at (202) 551-3610.

RESPONSE:
The requested supplemental information is being delivered to you separately on a CD.

Form
10-K for the Fiscal Year Ended December 31, 2015

Item
2. Properties

2.
In future filings please include a map showing the location and access to each of your material properties pursuant to paragraph
(b)(2) of Industry Guide 7. Please include a draft of your proposed future disclosure with your response.

RESPONSE:
Maps of the UP & Burlington claim and Clavo Rico concession have been included in proposed future disclosure provided herewith
as Exhibit A to show the items requested.

3.
In future filings please disclose the information regarding your land and mineral rights for each of your material properties
pursuant to paragraph (b)(2) of Industry Guide 7. If you have identified properties in your filing that are not material, include
a statement to that effect in your disclosure and clarify your intentions. For each material property include the following information:

    ●
    A
    description of all interests in your properties, including the material terms of all underlying agreements and royalties.

    ●
    Please
    include certain identifying information, such as the property names, claim numbers, grant numbers, mining concession name
    or number, and dates of recording and expiration such that your claims may be distinguished from other claims that may exist
    in the area of your properties.

    ●
    The
    conditions that must be met to retain your rights, claims or leases, including the quantification and timing of all necessary
    payments.

Please
include a draft of your proposed future disclosure with your response.

RESPONSE:
We have included a draft of our proposed future filings as Exhibit A to this letter. Regarding Clavo Rico, the Company acquired
the land known as the Modesto property pursuant to a real estate purchase agreement in December 2015, and accordingly controls
that parcel outright (in addition to the main Clavo Rico parcel). The Company has informal arrangements with the owners of the
Loli and Juan Carlos Williams properties to explore those lands. Production at this mine is subject to a 5% net smelter royalty
and a 3% refinery royalty.

Regarding
UP & Burlington, the Company acquired the real property where the mine is located on February 25, 2013, accompanied by the
necessary exploration and mineral rights permits needed to explore and carry out mining activities thereon. Accordingly, the Company
owns and controls this property exclusively and there are no conditions to be met to satisfy any lease or license agreement. However,
in connection with the acquisition of this mine, production at this mine is subject to a 3% net smelter royalty. This royalty
may increase or decrease depending on the amount of gold produced.

The
Company has ceased all exploration in the State of Nevada.

4.
Revise future filings to clarify if your Clavo Rico Gold Mine is a surface or underground operation. Please include a draft of
your proposed future disclosure with your response.

RESPONSE:
Clavo Rico is a surface mining operation; we have included that fact in our proposed future filings language included here as
Exhibit A.

5.
We note that you are extracting material from your Clavo Rico Gold Mine in Honduras. In future filings include extraction information
including tons extracted, grade of material extracted, processing recoveries, and ounces produced and sold. Please include a draft
of you proposed future disclosure with your response.

RESPONSE:
We have included our proposed future filings language as Exhibit A to this letter for your review and comment. The current recovery
operation has been sized to handle from 500 to 1,000 tons of extracted material per day on a recovery bed that has the capacity
to receive up to 500,000 tons of material. The Company commenced full operations on January 1, 2012 and believes that sufficiently
high gold content ore bodies have been located and blocked out to load the recovery bed to capacity by the end of 2017. The Company
has engaged in preliminary drilling of this area and the resulting assays of samples indicate that the ore should have grades
in the range of 0-5 grams of gold per ton.

During
the period covered under this Annual/Quarterly Report, the Company extracted __ tons of material, with an average grade of __
parts per ton. After processing this material using the on-site leach pad, the Company produced __ ounces of gold/copper for assaying
and refining, for a recovery percentage of __%.

6.
Please tell us if you have other exploration properties and revise future filings to include a summary of these properties. Please
include a draft of your proposed future disclosure with your response.

RESPONSE:
Except as disclosed herein or in other of the Company’s filings with the Commission, the Company does not explore or use
any other properties. We have included that disclosure in our proposed future filings language included as Exhibit A to this letter.

Item
7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

7.
We note your use of the term ore on page 22 when describing mineralization at your Clavo Rico Gold Mine. Pursuant to paragraph
(a)(1) of Industry Guide 7 the term ore is commensurate with the term reserve. In future filings, please revise to remove this
term until you have established proven or provable reserves.

RESPONSE:
The term “ore” as used in this section has been replaced with language that accurately portrays the processes described
therein, yet does not infringe on pre-defined terms.

The
Company acknowledges that:

    ●
    the
    Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    staff
    comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with
    respect to the filing; and

    ●
    the
    Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
    securities laws of the United States.

Sincerely,

    Inception
    Mining Inc.

    /s/
    Michael Ahlin

    Chief
    Executive Officer

EXHIBIT
A

Proposed
Language to be Used in Future Filings

PROPERTIES
– Part I, Item 2 of Form 10-K

UP
& Burlington Gold Mine, Salmon, Lemhi County, Idaho

On
February 25, 2013, the Company acquired certain real property and mineral rights commonly known as the UP and Burlington Gold
Mine (“UP & Burlington”) pursuant to an asset purchase agreement. We are presently in the exploration stage at
UP & Burlington. The UP & Burlington project consists of two federal patented mining claims, which Inception Resources
Mining acquired for the purpose of the exploration and potential development of gold on the 40 acres that comprise this property.

Discovered
in 1892, UP & Burlington is a private gold property that has been held unused for the past 75 years. UP & Burlington is
located in Lemhi County, northwest of Salmon, Idaho, at an elevation of 3,994 feet. The UP & Burlington site is located six
miles from the city of Salmon; 0.6 miles from the closest major road (Ridge Rd.); and 1.56 miles from the closest major power
line. We believe Salmon, along with the surrounding County of Lemhi, provides an excellent infrastructure for our mine. Salmon
has a population of 3,122 and Lemhi County has a population of 7,806.

UP
& Burlington’s two gold mining claims were brought to patent in 1900, which covers the Mine’s 40 acres. Subsequently,
in 1989, a U.S. Forest Survey was performed on the UP & Burlington site confirming that the patented claims cover an area
that is six hundred feet by three thousand feet (600’ x 3000’). The Mine’s patented claims remove the challenges
associated when working on U.S. Forest lands, Bureau of Land Management (“BLM”), state or other property types. With
our purchase of UP & Burlington, we have the benefit of working on private land, which requires only a hauling/road permit
to commence significant operations.

The
Company has obtained the necessary permitting, cut additional access roads, made surface improvements, and initiated surface mining
on a 2,500 foot per day lighted vein for bulk sampling, vein definition and material evaluation. In Phase II, we plan to contract
with an underground mining contractor to expand portal development leveraging existing underground access, and implement an underground
mining operation. There is no guarantee that we will be successful in implementing any stage of our plans.

Our
plan includes the continuation of obtaining a Lemhi County Conditional Use Permit and an Idaho Department of Lands Surface Reclamation
Bond. Since receiving the permitting for the U.S. Forest Service Access Road, the access road is now complete. In addition, we
have contracts such as geotechnical contracts, mining contracts, toll processing contracts, and underground mine plan contracts.

Clavo
Rico Gold Mine, Honduras, Central America

On
October 2, 2015, the Company consummated a merger with Clavo Rico Ltd. (“Clavo Rico”). Clavo Rico is a privately held
Turks and Caicos company with principal operations in Honduras, Central America. Clavo Rico operates the Clavo Rico mining concession
through its subsidiary Compañía Minera Cerros del Sur, S.A de C.V. Its workings include several historical underground
mining operations dating back to the early Mayan and Spanish occupation.

The
Company’s primary mine is a surface operation, located on the 200-hectare Clavo Rico Concession, located in southern Honduras.
This mine was originally explored and exploited in the 16th century by the Spanish, and more recently has been operated by Compañía
Minera Cerros del Sur, S.A. de R.L. as a small family business. In 2003, Clavo Rico’s predecessor purchased a 20% interest
and later increased its ownership to 99.5%. This company has since invested over five million dollars in the expansion and development
of the mine and surrounding properties. Today, the Company operates this mine through exploration of surface-level material.

The
current recovery operation has been sized to handle from 500 to 1,000 tons of extracted material per day on a recovery bed that
has the capacity to receive up to 500,000 tons of material. The Company commenced full operations on January 1, 2012 and believes
that sufficiently high gold content ore bodies have been located and blocked out to load the recovery bed to capacity by the end
of 2017. The Company has engaged in preliminary drilling and the resulting assays of samples indicate that the material should
have grades in the range of 0-5 grams of gold per ton.

During
the period covered under this Annual/Quarterly Report, the Company extracted __ tons of material through surface operations, with
an average grade of __ grams of gold per ton and __ grams of silver per ton. After processing this material using the on-site
leach pad, the Company produced __ ounces of gold and __ ounces of silver for refining, for a recovery percentage of __%.

The
Company utilizes four distinct properties located at the Clavo Rico Concession: the main Clavo Rico property, where extraction,
leaching, and processing occurs, and the Modesto, Loli, and Juan Carlos Williams properties, which are used as extraction sites.
The Modesto location was acquired by the Company pursuant to a real estate purchase agreement in December 2015. The Company is
permitted access to the Loli and Juan Carlos Williams properties pursuant to informal oral agreements.

The
Clavo Rico Concession in relation to the town of El Corpus.

Parcels
of the Clavo Rico Concession that are currently explored or otherwise used by the Company.

The
Company had previously disclosed exploration in the Northern Nevada Rift through a partner. Any exploration in these areas has
ceased and the Company has no plans to pursue exploration in this area at this time.

Corporate
Headquarters

We
currently maintain our corporate offices at 5330 South 900 East, Suite 280, Murray, Utah 84117. During the year ending ___, we
paid monthly rent of approximately $1,000 for use of a corporate office, which we anticipate will be sufficient until we commence
full operations.

MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Part II, Item 7 in Form 10-K; Part I, Item 2
in Form 10-Q

Forward
Looking Statements

Except
for historical information, the following Management’s Discussion and Analysis contains forward-looking statements based
upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding,
among other things, (a) discussions about mineral resources and mineralized material, (b) our projected sales and profitability,
(c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for
working capital, (g) our lack of operational experience and (h) the benefits related to ownership of our common stock. Forward-looking
statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable
by use of the words “may,” “will,” “should,” “expect,” “anticipate,”
“estimate,” “believe,” “intend,” or “project” or the negative of these words or
other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties,
and other factors that may cause our actual results, performance, or achievements to be materially different from the future results,
performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” as
well as in this Report generally. Actual events or results may differ materially from those discussed in forward-looking statements
as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters
described in this Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking
statements contained in this Report will in fact occur as projected.

Overview

On
February 25, 2013, Inception Mining, Inc. (“Inception” or the “Company”) and its majority shareholder
(the “Majority Shareholder”), and its wholly-owned subsidiary, Inception Development Inc. (the “Subsidi

CORRESP
1
filename1.htm

INCEPTION
MINING INC.

5330
South 900 East, Suite 280

Murray,
Utah 84117

October
27, 2016

Via
Edgar

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Mail
Stop 3561

Washington
DC 20549

Attn:
John Reynolds, Assistant Director

    Re:
    Inception
    Mining Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2015

    Filed
    May 3, 2016

    File
    No. 000-55219

Dear
Mr. Reynolds and Mr. Coleman:

We
have received your letter dated October 17, 2016 regarding the Company’s Annual Report on Form 10-K and are preparing a
response to your comments. We respectfully request for an extension to respond to your comment letter. We are confident we can
respond within ten additional business days. Please feel free to contact our legal counsel, Callie Jones, at (801) 303-5721 with
any questions or concerns.

    Sincerely,

    Inception
    Mining Inc.

    /s/
    Michael Ahlin

    Chief
    Executive Officer

Mail Stop 3561
October 1 7, 2016

Via E -mail
Mr. Michael Ahlin
Chief Executive Officer
5330 South 900 East, Suite 280
Murray, Utah 84117

Re: Inception Mining, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2015
 Filed May 3, 2016
File No. 000 -55219

Dear Mr. Ahlin:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 8 -K filed July 2 7, 2016
Exhibit 99.1

1. We note your reference to a 43 -101 technical analysis report in your pre ss release
furnished to the Commission on July 27, 2016.  Please forward to our engineer, as
supplemental information and not as part of your filing, the referenced technical report
pursuant to paragraph (c) of Industry Guide 7.  Please provide this inform ation on a CD,
formatted as Adobe PDF files.  You may ask to have this information returned by making
a written request at the time it is furnished, as provided in Rule 12b -4 of Regulation 12B.
If you have questions concerning the above request, please co ntact John Coleman,
Mining Engineer at (202) 551 -3610.

Form 10 -K for the Fiscal Year Ended December 31, 2015
Item 2. Properties

Mr. Michael Ahlin
Inception Mining, Inc.
October 1 7, 2016
Page 2

 2. In future filings please include a map showing the location and access to each of your
material properties pursuant to para graph (b) (2) of Industry Guide 7.  Please include a
draft of your proposed future disclosure with your response.

3. In future filings please disclose the information regarding your land and mineral rights
for each of your material properties pursuant to paragraph (b) (2) of Industry Guide 7.  If
you have identified properties in your filing that are not material, include a statement to
that effect in your disclosure and clarify your intentions.  For each material property
include the following information :

 A description of all interests in your properties, including the material terms of all
underlying agreements and royalties.

 Please include certain identifying information, such as the property names, claim
numbers, grant numbers, mining concession name  or number, and dates of recording
and expiration such that your claims may be distinguished from other claims that may
exist in the area of your properties.

 The conditions that must be met to retain your rights, claims or leases, including the
quantific ation and timing of all necessary payments.

 Please include a draft of your proposed future disclosure with your response.

4. Revise future filings to clarify if your Clavo Rico Gold Mine is a surface or underground
operation.  Please include a draft of your proposed future disclosure with your response.

5. We note that you are extracting material from your Clavo Rico Gold Mine in Honduras.
In future filings include extraction information including tons extracted, grade of material
extracted, processing  recoveries, and ounces produced and sold.  Please include a draft of
your proposed future disclosure with your response.

6. Please tell us if you have other exploration properties and revise future filings to include
a summary of these properties.  Pleas e include a draft of your proposed future disclosure
with your response.

Items 7.  Management’s Discussion and Analysis of Financial Conditions and Results of
Operations

7. We note your use of the term ore on page 22 when describing mineralization at your
Clavo Rico Gold Mine.  Pursuant to paragraph (a) (1) of Industry Guide 7 the term ore is
commensurate with the term reserve.  In future filings, please revise to remove this term
until you have established proven or probable reserves.

Mr. Michael Ahlin
Inception Mining, Inc.
October 1 7, 2016
Page 3

 We remind you t hat the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact John Coleman at (202) 551 -3610 or me at (202) 551 -3790 with any
questions.
Sincerely ,

 /s/ John Reynolds

John Reynolds
Assistant Director
Offices of Beverages, Apparel and
Mining

CORRESP
1
filename1.htm

    acceletter_golfalliance.htm
 Electronic Filing Services Corp.-->

    The
Golf Alliance Corporation

    12926
Morehead

    Chapel
Hill, North Carolina, 27517

    April 28,
2008

    U.S.
Securities & Exchange Commission

    Office of
Small Business

    450 Fifth
Street NW

    Washington,
D.C. 20549

              Re:

              The
      Golf Alliance Corporation

              File
      No. 333-147056

    Dear
Sir/Madam:

    Request
is hereby made for the acceleration of the effective date of our Registration
Statement on Form S-1, File No. 333-147056 to 12:00 P.M. on April 30, 2008 or as
soon as practicable thereafter.

    The
Company acknowledges that:

    §      should
the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

    §      the
action of the Commission or the staff, 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 proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

    Very
truly yours,

    THE
GOLF ALLIANCE CORPORATION

    By: /s/ John
Fahlberg

        John
Fahlberg

        Chief
Executive Officer

Mail Stop 3561

 April 18, 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. 3 to Registra tion Statement on Form S-1
  Filed April 9, 2008   File No. 333-147056
Dear Mr. Fahlberg:

We have reviewed your responses to the comments in our letter dated March 10,
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.

General, page 5

1. We note your response to our prior comment 4.  The revised disclosure states that
the company expects its cash on hand to cover its anticipated expenses through
2008 when the company is in Phase III.  The disclosure in the Roll-Out Strategy section states that Phase I is expected to take approximately one year and that
Phase I has not yet started.  Revise the disc losure to clear up this discrepancy in
timing.  Also include a discussion of the company’s anticipated expenses for the
rest of 2008 and how the company’s cu rrent cash on hand will cover those
expenses. Also either delete the final sentence of this section or provide us with
your basis for believing you will have 40 clubs signed up by the end of the calendar year.

John Fahlberg
The Golf Alliance Corporation
April 18, 2008 Page 2

 Summary Financial Data, page 5

2. Revise the first paragraph of  this section to remove th e reference to three months
ended October 31, 2007 and replace it w ith six months ended January 31, 2008.
 Concept, page 16

3. We note your response to our prior co mment 8.  Discuss why the company
believes that 10 rounds of golf per member  golf course per year will allow the
company to obtain approval to play at more  clubs.  To the extent helpful, provide
a discussion of how the company arrived at a limit of 10 rounds of golf per member golf course per year to ensu re such approval would be obtained.
 Revenue Distribution and Apportionment, page 17

4. We note your response to our prior comment  9 and reissue.  Disclose the annual
dues for the twenty clubs on your list.  Th is will help investors determine if the
pricing structure of the company is su fficient cover the monthly portion of the
annual dues of the twenty  clubs on your list.

Management Discussion and Analysis, page 22

5. Revise and update this sec tion (including paragraph 5 unde r Plan of Operation) to
the extent certain actions are stated  to begin by the fi rst quarter of 2008.

Part II

Item 27.  Exhibits.

6. Please state that Exhibit 10.1 was pr eviously filed on February 26, 2008.

* * * * *

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

John Fahlberg
The Golf Alliance Corporation
April 18, 2008 Page 3

 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
April 18, 2008
Page 4

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

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

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

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