INCEPTION MINING INC. - Quarter Report: 2009 April (Form 10-Q)

f10q0409_golfalliance.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended April 30, 2009

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number: 333-147056

THE GOLF ALLIANCE CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA	35-2302128
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

12926 Morehead

Chapel Hill, North Carolina, 27517

(Address of Principal Executive Offices)

(Zip Code)

(919) 969-2982

(Registrant’s Telephone Number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The number of shares outstanding of the Registrant’s common stock as of June 1, 2009 was 5,800,000 shares of common stock.

THE GOLF ALLIANCE CORPORATION

FORM 10-Q

April 30, 2009

TABLE OF CONTENTS

PART I— FINANCIAL INFORMATION

Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4T.	Controls and Procedures

PART II— OTHER INFORMATION

Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote of Security Holders
Item 5.	Other Information
Item 6.	Exhibits

SIGNATURES

PART 1 - FINANCIAL INFORMATION

THE GOLF ALLIANCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

CONTENTS


PAGE	1	CONDENSED BALANCE SHEETS AS OF APRIL 30, 2009 (UNAUDITED) AND JULY 31, 2008

PAGE	2	CONDENSED STATEMENT OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2009 AND 2008 AND FOR THE PERIOD FROM JULY 2, 2007 (INCEPTION) TO APRIL 30, 2009 (UNAUDITED)

PAGE	3	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIENCY) FOR THE PERIOD FROM JULY 2, 2007 (INCEPTION) TO APRIL 30, 2009 (UNAUDITED)

PAGE	4	CONDENSED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2009 AND 2008 AND FOR THE PERIOD FROM JULY 2, 2007 (INCEPTION) TO APRIL 30, 2009 (UNAUDITED)

PAGES	5 - 9	NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Golf Alliance Corporation
(A Development Stage Company)
Condensed Balance Sheets




ASSETS

	April 30, 2009			July 31, 2008
	(Unaudited)
Current Assets
Cash	$	98		$	7,690
Prepaid Expense		-			5,151

Total Assets	$	98		$	12,841

LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIENCY)

Current Liabilities
Accounts Payable and accrued expenses	$	1,200		$	1,385
Loans payable - related party		8,400			-
Total Liabilities		9,600			1,385


Stockholders' Equity / (Deficiency)
Preferred stock, $0.00001 par value; 10,000,000 shares authorized,
none issued and outstanding		-			-
Common stock, $0.00001 par value; 100,000,000 shares authorized, 5,800,000
issued and outstanding		58			58
Additional paid-in capital		91,152			86,832
Deficit accumulated during the development stage		(100,712	)		(75,434	)

Total Stockholders' Equity / (Deficiency)		(9,502	)		11,456

Total Liabilities and Stockholders' Equity / (Deficiency)	$	98		$	12,841

See accompanying notes to condensed unaudited financial statements

-1-

The Golf Alliance Corporation
(A Development Stage Company)
Condensed Statement of Operations
(Unaudited)



													For the Period
	For the Three Months Ended						For the Nine Months Ended						From July 2, 2007 (Inception) to
	April 30, 2009			April 30, 2008			April 30, 2009			April 30, 2008			April 30, 2009
Operating Expenses
Professional fees	$	2,549		$	13,575		$	12,410		$	44,048		$	68,180
General and administrative		3,019			7,250			12,868			11,312			32,472
Total Operating Expenses		5,568			20,825			25,278			55,360			100,652

Loss from Operations		(5,568	)		(20,825	)		(25,278	)		(55,360	)		(100,652	)

Other Expenses
Interest Expense		-			-			-			(41	)		(60	)

LOSS FROM OPERATIONS BEFORE INCOME TAXES		(5,568	)		(20,825	)		(25,278	)		(55,401	)		(100,712	)

Provision for Income Taxes		-			-			-			-			-

NET LOSS	$	(5,568	)	$	(20,825	)	$	(25,278	)	$	(55,401	)	$	(100,712	)

Net Loss Per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

Weighted average number of shares outstanding
during the period - Basic and Diluted		5,800,000			5,800,000			5,800,000			5,672,381

See accompanying notes to condensed unaudited financial statements

-2-

The Golf Alliance Corporation
(A Development Stage Company)
Condensed Statement of Stockholders' Equity (Deficiency)
For the period from July 2, 2007 (Inception) to April 30, 2009
(Unaudited)



											Deficit
	Preferred Stock				Common stock				Additional		accumulated during			Total Stockholder's
									paid-in		development			Equity
	Shares		Amount		Shares		Amount		capital		stage			(Deficiency)

Balance July 2, 2007		-	$	-		-	$	-	$	-	$	-		$	-

Common stock issued for services to founder ($0.00001)		-		-		5,000,000		50							50

In kind contribution of services										1,080					1,080

Net loss for the period July 2, 2007 (inception) to July 31, 2007		-		-		-		-		-		(4,879	)		(4,879	)

Balance, July 31, 2007		-		-		5,000,000		50		1,080		(4,879	)		(3,749	)

Common stock issued for cash ($0.10 per share)		-		-		800,000		8		79,992		-			80,000

In kind contribution of services		-		-		-		-		5,760		-			5,760

Net loss for the period ended July 31, 2008		-		-		-		-		-		(70,555	)		(70,555	)

Balance, July 31, 2008		-		-		5,800,000		58		86,832		(75,434	)		11,456

In kind contribution of services		-		-		-		-		4,320		-			4,320

Net loss for the nine months ended April 30, 2009		-		-		-		-		-		(25,278	)		(25,278	)

Balance, April 30, 2009		-	$	-		5,800,000	$	58	$	91,152	$	(100,712	)	$	(9,502	)

See accompanying notes to condensed unaudited financial statements

-3-

The Golf Alliance Corporation
(A Development Stage Company)
Condensed Statement of Cash Flows
(Unaudited)




	For the Nine			For the Nine			For the Period from July 2, 2007
	Months Ended			Months Ended			(Inception) to
	April 30, 2009			April 30, 2008			April 30, 2009

Cash Flows From Operating Activities:
Net Loss	$	(25,278	)	$	(55,401	)	$	(100,712	)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution of services		4,320			4,320			11,160
Changes in operating assets and liabilities:
Increase/(Decrease) in accounts payable and accrued expenses		(185	)		691			1,200
(Increase)/Decrease in prepaid expenses		5,151			(7,671	)		-
Net Cash Used In Operating Activities		(15,992	)		(58,061	)		(88,352	)


Cash Flows From Investing Activities:		-			-			-
Net Cash Provided by Investing Activities		-			-			-


Cash Flows From Financing Activities:
Repayment of loan payable- related party		-			(3,100	)		(3,100	)
Proceeds from loan payable-related party		8,400			-			11,500
Proceeds from issuance of common stock		-			80,000			80,050
Net Cash Provided by Financing Activities		8,400			76,900			88,450

Net Increase / (Decrease) in Cash		(7,592	)		18,839			98

Cash at Beginning of Period		7,690			150			-

Cash at End of Period	$	98		$	18,989		$	98

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-		$	60		$	60
Cash paid for taxes	$	60		$	-		$	60

See accompanying notes to condensed unaudited financial statements

-4-

THE GOLF ALLIANCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2009

(UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

Activities during the development stage include developing the business plan and raising capital.

(B) Use of Estimates

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

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At April 30, 2009 and 2008, the Company had no cash equivalents.

(D) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, “Earnings Per Share.” As of April 30, 2009 and 2008 there were no common share equivalents outstanding.

-5-

THE GOLF ALLIANCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2009

(UNAUDITED)

(E) Income Taxes

The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”). Under SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(F) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(G) Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about DerivativeInstruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. We are currently evaluating the disclosure implications of this statement.

-6-

THE GOLF ALLIANCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2009

(UNAUDITED)

Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and provides entities with a framework for selecting the principles used in preparation of financial statements that are presented in conformity with GAAP. The current GAAP hierarchy has been criticized because it is directed to the auditor rather than the entity, it is complex, and it ranks FASB Statements of Financial Accounting Concepts, which are subject to the same level of due process as FASB Statements of Financial Accounting Standards, below industry practices that are widely recognized as generally accepted but that are not subject to due process. The Board believes the GAAP hierarchy should be directed to entities because it is the entity (not its auditors) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. The adoption of FASB 162 is not expected to have a material impact on the Company’s financial position.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This results in inconsistencies in the recognition and measurement of claim liabilities. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. The adoption of FASB 163 is not expected to have a material impact on the Company’s financial position.

NOTE 2 STOCKHOLDER LOANS

On April 27, 2009, the Company received $4,100 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 4).

-7-

THE GOLF ALLIANCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2009

(UNAUDITED)

On February 7, 2009, the Company received $1,300 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 4).

On November 18, 2008, the Company received $1,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 4).

On January 6, 2009, the Company received $2,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 4).

NOTE 3 STOCKHOLDERS’ EQUITY (DEFICIENCY)

(A) Common Stock Issued for Cash

For the year ending July 31, 2008 the Company entered into stock purchase agreements to issue 800,000 shares of common stock for cash of $80,000 ($0.10/share).

On July 24, 2007, the Company issued 5,000,000 shares of common stock for $50 ($0.00001/sh).

(B) In-Kind Contribution

For the nine months ended April 30, 2009 the shareholder of the Company contributed $4,320 of services on behalf of the Company (See Note 4).

For the year ending July 31, 2008 the shareholder of the Company contributed $5,760 of services on behalf of the Company (See Note 4).

For the year ending July 31, 2007 the shareholder of the Company contributed $1,080 of services on behalf of the Company (See Note 4).

On July 6, 2007 the Company amended its Articles of Incorporation to decrease the par value to $0.00001 per share from $0.001 par value.

NOTE 4 RELATED PARTY TRANSACTIONS

On April 27, 2009, the Company received $4,100 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 2).

-8-

THE GOLF ALLIANCE CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2009

(UNAUDITED)

On February 7, 2009, the Company received $1,300 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 2).

On November 18, 2008, the Company received $1,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 2).

On January 6, 2009, the Company received $2,000 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing is unsecured and is due on demand (See Note 2).

During the period ended October 31, 2007 the Company received $3,100 from a principal stockholder. Pursuant to the terms of the loan, the loan bears interest at 8%, is unsecured and matures on July 31, 2008. At October 31, 2007, the Company had recorded $60 of related accrued interest payable. The Company repaid $3,100 of a stockholder loan and $60 of accrued interest as of October 31, 2007.

As of April 30, 2009 the shareholder of the Company contributed $11,160 of services on behalf of the Company (See Note 3 (B)).

NOTE 5 GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with no operations and has a net loss since inception of $100,712 and used cash in operations of $88,352 for the period from July 2, 2007 (inception) to April 30, 2009. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

-9-

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Form 10-Q may contain “forward-looking statements”. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the Company’s market opportunities, strategies, competition and expected activities and expenditures, and at times may be identified by the use of words such as “may”, “will”, “could”, “should”, “would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “continue” and variations of these words or comparable words. Forward-looking statements inherently involve risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the risks described below under “Risk Factors” in Part II, Item 1A. The Company undertakes no obligation to update any forward-looking statements for revisions or changes after the date of this Form 10-Q.

Plan of Operation

We have begun limited operations. We raised $80,000 through our private placement. We have begun to implement our plan to provide opportunities for golfers to play private courses normally closed to them because of membership requirements. Initially we hope to focus on obtaining agreements with private golf clubs in two specific regions of the country. Eventually, we hope to expand across the country. We expect all business functions will be coordinated and managed by our founder, John Fahlberg. He will be the sole employee through the early stages of the company and will conduct all administrative, marketing, sales and operations functions. He plans to devote about 25% of his time to us. Our first goal is to enroll 20 private golf clubs. The initial task was to contact 100 private golf clubs in the northeast and southeast sections of the country to determine interest in joining our alliance. The list of 100 private clubs was developed by purchasing and researching the private club data base developed by the National Golf Foundation. This has been completed and cost us $298 to acquire the lists from the National Golf Foundation. Now that the initial list has been acquired, we have emailed General Managers at 20 private clubs. Mr. Fahlberg plans to continue contacting clubs and following up with them to gage their interest in joining The Golf Alliance Corporation. This process will continue throughout 2009.

By the end of the fourth quarter of 2009, marketing materials regarding us will be developed to inform the private clubs about the merits of joining our alliance. We expect this to cost $1,000 to $3,000 and take 30 to 60 days. We have developed a website, www.golfalliancecorporation.com. This cost $1,000 to develop.

We hope to develop a detailed information package explaining how private clubs would operate within our system. This should take 30 to 60 days. We hope to mail marketing materials to the selected clubs. This should cost less than $200 and take less than 30 days. Follow up phone calls and emails will be sent to assess interest of the 100 selected clubs once they have received the marketing materials. This should take 60 to 90 days. We expect to send information packages to those clubs that have expressed interest in joining our alliance. This should cost less than $200 and will take less than 30 days.

Follow up phone calls and emails will be sent to the clubs once they have received the information packages to determine if they have decided to join the alliance. This should take 30 to 60 days. An enrollment package will be sent to those clubs that have indicated they would join. This will cost less than $200 and take less than 30 days. Follow ups will continue to those clubs to get the enrollment packages completed and returned.

The goal is to get at least 20 private clubs enrolled during this process. The contacting and follow up process will continue until that goal has been reached or determined that it is not feasible. If getting 20 private clubs to join proves to not be feasible we must either cease operations or attempt to raise more money to develop and execute a more feasible business strategy.

-10-

Once the initial 20+ clubs have enrolled, a marketing program will be developed to attract 20 more clubs into the alliance. This program will include sending information to private clubs informing them which clubs have joined, providing names, phone numbers and email addresses of Club Presidents and General Managers of those clubs that have joined for their follow up. We will also request that Club Presidents and General Managers of clubs that have joined the alliance, contact other private clubs in their areas to promote the concept. This process cost less than $500 and will take 90 to 120 days.

Once 40+ clubs have joined our alliance a marketing program will be developed to attract golfers to the alliance. This will include purchasing a mailing list from Golf Digest, Golf Magazine or Golf Travel & leisure, direct mailing postcards to golfers, following up on responses to the mailing and enrolling golfers in the alliance. This will require hiring some part-time telesales people to follow up on respondents and to contact others on the mailing list. The initial goal will be to attract 1000 golfers to the alliance. This process should take 6 to 9 months and cost $30,000 to $50,000.

Limited Operating History

To date we have generated limited financial information, no revenues and we have not demonstrated that we will be able to commence our business through an investment in our product line and/or marketing efforts. We cannot guarantee that our business plan as described in this quarterly report will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our new products and/or sales methods.

If financing is not available on satisfactory terms, we may be unable to continue expanding our operations. Equity financing will result in a dilution to existing shareholders.

Results of Operations

For the period from inception through April 30, 2009, we had no revenue. Expenses for the nine months ended April 30, 2009 and April 30, 2008 totaled $25,278 and $55,360 respectively, resulting in a loss from operations of $25,278 and $55,360, respectively. Expenses of $25,278 for the period ended April 30, 2009 consisted of $12,868 general and administrative expenses and $12,410 for professional fees and expenses of $55,360 for the period ended April 30, 2008 consisted of $11,312 in general and administrative expenses and $44,048 for professional fees. The decrease in expenses for the period ended April 30, 2009 was due to the decrease in professional fees to take us public.

Expenses for the three months ended April 30, 2009 and April 30, 2008 totaled $5,568 and $20,825 respectively, resulting in a loss from operations of $5,568 and $20,825, respectively. Expenses of $5,568 for the period ended April 30, 2009 consisted of $3,019 general and administrative expenses and $2,549 for professional fees and expenses of $20,825 for the period ended April 30, 2008 consisted of $7,250 in general and administrative expenses and $13,575 for professional fees. The decrease in expenses for the three months ended April 30, 2009 was due to the decrease in professional fees to take us public.

Capital Resources and Liquidity

As of April 30, 2009 we had $98 in cash. We believe we cannot satisfy our cash requirements for the next twelve months with our current cash. However, completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Without adequate revenues within the next twelve months, we will not be able to continue with our present activities, but we may require financing to potentially achieve our profit, revenue, and growth goals.

We anticipate that our operational, and general and administrative expenses for the next 12 months will total approximately $50,000. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.

In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

On February 7, 2009 and April 27, 2009, we received a loan of $1,300 and $4,100, respectively, from a principal stockholder. Pursuant to the terms of the loans, the loans are non-interest bearing are unsecured and are due on demand.

-11-

As reflected in the accompanying financial statements, we are in the development stage with limited operations, no revenues and have a net loss since inception of $100,712 and used cash in operations of $88,352 for the period from July 2, 2007 (inception) to April 30, 2009. This raises substantial doubt about its ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement our strategic plans provide the opportunity for us to continue as a going concern.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. We are currently evaluating the disclosure implications of this statement.

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SFAS No. 162 identifies the sources of accounting principles and provides entities with a framework for selecting the principles used in preparation of financial statements that are presented in conformity with GAAP. The current GAAP hierarchy has been criticized because it is directed to the auditor rather than the entity, it is complex, and it ranks FASB Statements of Financial Accounting Concepts, which are subject to the same level of due process as FASB Statements of Financial Accounting Standards, below industry practices that are widely recognized as generally accepted but that are not subject to due process. The Board believes the GAAP hierarchy should be directed to entities because it is the entity (not its auditors) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. The adoption of FASB 162 is not expected to have a material impact on the Company’s financial position.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3. Quantitative and Qualitative Disclosures about Market Risks

The Company is subject to certain market risks including changes in interest rates. The Company does not undertake any specific actions to limit those exposures.

Item 4T. Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CAO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CAO, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

Not applicable for smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None

Item 6. Exhibits and Reports of Form 8-K.

(a) Exhibits

31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b) Reports of Form 8-K

None.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	The Golf Alliance Corporation
Date: June 1, 2009
By:	/s/ John Fahlberg
	John Fahlberg Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President, Chairman of the Board of Directors

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