NEVADA
|
||
(State
of Incorporation)
|
(Primary
Standard Classification Code)
|
(IRS
Employer ID No.)
|
|
|
|
Title
of Each Class Of Securities to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Aggregate
Offering
Price
per
share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
fee
|
|
|
|
|
|
Common
Stock, par value $0.00001
|
800,000
|
$.10
|
$80,000
|
$2.46
|
|
PAGE
|
Interests of Named Experts and Counsel | |
Index
to Financial Statements
|
F-
|
|
From
Inception-
July
2, 2007 through
July
31, 2007
|
|
|
STATEMENT
OF OPERATIONS
|
|
|
|
|
|
|
|
Revenues
|
|
0
|
|
Total
Operating Expenses
|
|
4,860
|
|
Net
Loss
|
|
(4,879
|
) |
|
As
of
July
31, 2007
|
|
|
BALANCE
SHEET DATA
|
|
|
|
|
|
|
|
Cash
|
|
150
|
|
Total
Assets
|
|
150
|
|
Total
Liabilities
|
|
3,899
|
|
Stockholders’
Equity (Deficit)
|
|
(3,749)
|
|
Darrell
Maloney
|
20,000
|
20,000
|
0
|
0
|
Max
Lloyd
|
20,000
|
20,000
|
0
|
0
|
Christopher
J. Garrity
|
20,000
|
20,000
|
0
|
0
|
Kurt
Schmidt
|
20,000
|
20,000
|
0
|
0
|
Alan
Boyd
|
20,000
|
20,000
|
0
|
0
|
Gregory
A. Rubin
|
20,000
|
20,000
|
0
|
0
|
Ross
Feuerhelm
|
20,000
|
20,000
|
0
|
0
|
Lou
Ann Fahlberg (5)
|
20,000
|
20,000
|
0
|
0
|
Melodye
Aas (6)
|
20,000
|
20,000
|
0
|
0
|
S.
Jack Sauer
|
20,000
|
20,000
|
0
|
0
|
John
M. O’Brien (1)
|
20,000
|
20,000
|
0
|
0
|
Erin
O’Brien (1)
|
20,000
|
20,000
|
0
|
0
|
Conor
O’Brien (1)
|
20,000
|
20,000
|
0
|
0
|
Paul
A. Moquist
|
20,000
|
20,000
|
0
|
0
|
Joyce
E. Kobilka
|
20,000
|
20,000
|
0
|
0
|
Joseph
C. Bastian
|
20,000
|
20,000
|
0
|
0
|
(1)
|
John
D. O’Brien is the father of John M. O’Brien, Erin O’Brien, and Conor
O’Brien.
|
(2)
|
Paul
Donley is the father of Michael R.
Donely
|
(3)
|
Thomas
R. Hunter is the father of Tracy C.H.
Teal
|
(4)
|
John
C. Conrad is the father of Christian
Conrad
|
(5)
|
Lou
Ann Fahlberg is John Fahlberg’s
Sister-in-law
|
(6)
|
Melodye
Aas is John Fahlberg’s niece
|
o
|
ordinary
brokers transactions, which may include long or short sales,
|
||
o
|
transactions
involving cross or block trades on any securities or market where
our
common stock is trading,
market
where our common stock is trading,
|
||
o
|
through
direct sales to purchasers or sales effected through agents,
|
||
o
|
through
transactions in options, swaps or other derivatives (whether exchange
listed of otherwise), or
exchange
listed or otherwise), or
|
||
o
|
any
combination of the foregoing.
|
NAME
|
AGE
|
POSITION
|
|
|
|
John
Fahlberg
|
61
|
Chairman
of the Board, President, Chief Executive Officer, Treasurer and
Secretary
|
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of
Class (1)
|
|
|
|
|
Common
Stock
|
John
Fahlberg
12926
Morehead, Chapel Hill, NC 27517
|
5,000,000(1)
|
86.21%
|
|
|
|
|
|
(1)
|
The
percent of class is based on 5,800,000 shares of our common stock
issued
and outstanding as of October 30,
2007.
|
-
|
Press
releases through local news publications touting our services and
our
private club members.
|
-
|
Direct
mail to the remaining clubs in the target markets indicating that
20 clubs
have joined us, along with information about the benefits of joining
our
alliance.
|
-
|
E-mails
to the General Managers and Presidents of the Boards of Directors
of the
targeted clubs with similar information contained in the direct
mail
piece.
|
-
|
Follow-up
telephone call to each club two weeks after the direct mail drop
and email
to assess interest.
Once a club expresses interest, it is
expected that the selling process will be similar to Phase I
efforts. The time frame may be shortened as prospective new
clubs will be able to call clubs that already joined to get their
advice
and to ask why they joined and how they obtained board and membership
approval.
This effort will last approximately six to nine
months with the goal of gaining an additional 20 clubs to the
Alliance.
|
- | Purchase a mailing list from Golf Digest, Golf Magazine or Golf Travel & Leisure. |
-
|
Direct
mail postcards to potential golfers with information on our alliance
and a
postage paid response for those wanting more
information.
|
-
|
Make
phone calls to those golfers that requested further
information. This will require hiring and training telesales
individuals to make the calls.
|
-
|
Update
our web site to show the private clubs that have joined our alliance
and
to allow golfers to join us via the
website.
|
1.
|
We
raised $80,000 through our private placement. We can now begin
to implement our plan to provide opportunities for golfers to play
private
courses normally closed to them because of membership
requirements. Initially we will focus on obtaining agreements
with private golf clubs in two specific regions of the
country. Eventually, we will expand across the
country.
|
2.
|
All
business functions will be coordinated and managed by the founder
of the
Company, 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 the
Company.
|
3.
|
The
first goal of the Company is to enroll 20 private golf
clubs.
|
4.
|
The
initial task will be 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 will be developed by
purchasing and researching the private club data base developed
by the
National Golf Foundation. This should cost less than $1,000 and
take 30
days.
|
5.
|
Once
the initial list is assembled, follow up phone calls and emails
will be
placed to these clubs to get more specific information on the club,
including the number of members, whether the membership is full,
contact
information for the President and General Manager of the club,
etc. This will take 60 to 90
days.
|
6.
|
Marketing
materials regarding the Company will be developed to inform the
private
clubs about the merits of joining our alliance. This should
cost $1,000 to $3,000 and take 30 to 60
days.
|
7.
|
A
Company website will also be developed to provide information on
the
Company. This should cost $1,000 to $3,000 and take 30 to 60
days.
|
8.
|
A
detailed information package explaining how private clubs would
operate
within our system will be developed. This should take 30 to 60
days.
|
9.
|
The
developed marketing materials will be mailed to the selected
clubs. This should cost less than $200 and take less than 30
days.
|
10.
|
Follow
up phone calls and emails will be made/sent to assess interest
of the 100
selected clubs once they have received the marketing
materials. This should take 60 to 90
days.
|
11.
|
Information
packages will be sent to those clubs that have expressed interest
in
joining our alliance. This should cost less than $200 and will
take less than 30 days.
|
12.
|
Follow
up phone calls and emails will be made/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.
|
13.
|
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.
|
14.
|
Follow
ups will continue to those clubs to get the enrollment packages
completed
and returned.
|
15.
|
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.
|
16.
|
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. The Company will also request that Club Presidents
and General Managers of clubs that have joined the alliance to
contact
other private clubs in their areas to promote the concept. This
process cost less than $500 and will take 90 to 120
days.
|
17.
|
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 $50,000.
|
Name
and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan Compensation
($)
|
|
Non-Qualified
Deferred Compensation Earnings
($)
|
|
All
Other Compensation
($)
|
|
Totals
($)
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
John
Fahlberg
President,
Chief
Executive Officer, Treasurer, Secretary and Director
|
|
|
2007
|
|
$
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PAGE
|
F-1
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
PAGE
|
F-2
|
BALANCE
SHEET AS OF JULY 31, 2007
|
PAGE
|
F-3
|
STATEMENT
OF OPERATIONS FOR THE PERIOD FROM JULY 2, 2007 (INCEPTION) TO
JULY 31,
2007.
|
PAGE
|
F-4
|
STATEMENT
OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM JULY 2, 2007
(INCEPTION) TO JULY 31, 2007
|
PAGE
|
F-5
|
STATEMENT
OF CASH FLOWS FOR THE PERIOD FROM JULY 2, 2007 (INCEPTION) TO
JULY 31,
2007.
|
PAGES
|
F-6
- F-9
|
NOTES
TO FINANCIAL STATEMENTS
|
The
Golf Alliance Corporation
|
||||
(A
Development Stage Company)
|
||||
For
the Period from July 2, 2007 (Inception) to July 31,
2007
|
||||
Operating
Expenses
|
||||
Professional
fees
|
$ |
3,780
|
||
General
and administrative
|
1,080
|
|||
Total
Operating Expenses
|
4,860
|
|||
Loss
from Operations
|
(4,860 | ) | ||
Other
Expenses
|
||||
Interest
Expense
|
(19 | ) | ||
LOSS
FROM OPERATIONS BEFORE INCOME TAXES
|
(4,879 | ) | ||
Provision
for Income Taxes
|
-
|
|||
NET
LOSS
|
$ | (4,879 | ) | |
Net
Loss Per Share - Basic and Diluted
|
$ | (0.00 | ) | |
Weighted
average number of shares outstanding
|
||||
during
the period - basic and diluted
|
1,206,896
|
|||
The
Golf Alliance Corporation
|
||||||||||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||||||||||
For
the period from July 2, 2007 (Inception) to July 31,
2007
|
||||||||||||||||||||||||||||
Deficit
|
||||||||||||||||||||||||||||
accumulated
|
||||||||||||||||||||||||||||
Preferred
Stock
|
Common
stock
|
Additional
|
during
|
Total
|
||||||||||||||||||||||||
paid-in
|
development
|
Stockholder's
|
||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
stage
|
Deficiency
|
||||||||||||||||||||||
Balance
July 2, 2007
|
-
|
$ |
-
|
-
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
||||||||||||||||
Common
stock issued for servics 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 | ) |
NOTE
1
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES AND
ORGANIZATION
|
NOTE
2
|
STOCKHOLDERS’
DEFICIENCY
|
NOTE
3
|
RELATED
PARTY TRANSACTIONS
|
NOTE
4
|
GOING
CONCERN
|
NOTE
5
|
SUBSEQUENT
EVENTS
|
Securities
and Exchange Commission registration fee
|
|
$
|
2.46
|
|
Federal
Taxes
|
|
$
|
0
|
|
State
Taxes and Fees
|
|
$
|
0
|
|
Transfer
Agent Fees
|
|
$
|
0
|
|
Accounting
fees and expenses
|
|
$
|
20,000
|
|
Legal
fees and expense
|
|
$
|
30,000
|
|
Blue
Sky fees and expenses
|
|
$
|
0
|
|
Miscellaneous
|
|
$
|
0
|
|
Total
|
|
$
|
50,002.46
|
|
Christian
Conrad
|
20,000
|
|
John
C. Conrad
|
20,000
|
|
Tracy
C.H. Teal
|
20,000
|
|
Darrell
Maloney
|
20,000
|
|
Max
Lloyd
|
20,000
|
|
Christopher
J. Garrity
|
20,000
|
|
Kurt
Schmidt
|
20,000
|
|
Alan
Boyd
|
20,000
|
|
Gregory
A. Rubin
|
20,000
|
|
Ross
Feuerhelm
|
20,000
|
|
Lou
Ann Fahlberg
|
20,000
|
|
Melodye
Aas
|
20,000
|
|
S.
Jack Sauer
|
20,000
|
|
John
M. O’Brien
|
20,000
|
|
Erin
O’Brien
|
20,000
|
|
Conor
O’Brien
|
20,000
|
|
Paul
A. Moquist
|
20,000
|
|
Joyce
E. Kobilka
|
20,000
|
|
Joseph
C. Bastian
|
20,000
|
(A)
|
No
general solicitation or advertising was conducted by us in connection
with
the offering of any of the Shares.
|
|
|
(B)
|
At
the time of the offering we were not: (1) subject to the reporting
requirements of Section 13 or 15 (d) of the Exchange Act; or (2)
an
“investment company” within the meaning of the federal securities
laws.
|
(C)
|
Neither
we, nor any of our predecessors, nor any of our directors, nor
any
beneficial owner of 10% or more of any class of our equity securities,
nor
any promoter currently connected with us in any capacity has been
convicted within the past ten years of any felony in connection
with the
purchase or sale of any security.
|
|
|
(D)
|
The
offers and sales of securities by us pursuant to the offerings
were not
attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its
states.
|
|
|
(E)
|
None
of the investors are affiliated with any of our directors, officers
or
promoters or any beneficial owner of 10% or more of our
securities.
|
EXHIBIT
|
|
NUMBER
|
DESCRIPTION
|
3.1
|
Articles
of Incorporation
|
3.2
|
By-Laws
|
5.1
|
Opinion
of Anslow & Jaclin, LLP
|
23.1
|
Consent
of Webb & Company, P.A.
|
23.2
|
Consent
of Counsel, as in Exhibit 5.1
|
|
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement
to:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933;
|
|
(ii)
|
Reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in
the
registration statement. Notwithstanding the foregoing, any increase
or
decrease in volume of securities offered (if the total dollar value
of
securities offered would not exceed that which was registered)
any
deviation from the low or high end of the estimated maximum offering
range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
and
|
|
(iii)
|
Include
any material information with respect to the plan of distribution
not
previously disclosed in the registration statement or any material
change
to such information in the registration statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be
a new
registration statement relating to the securities offered therein,
and the
offering therein, and the offering of such securities at that time
shall
be deemed to be the initial bona fide offering thereof.
|
|
|
(3)
|
To
remove from registration by means of a post-effective amendment
any of the
securities being registered which remain unsold at the termination
of the
offering.
|
By:
|
/s/
John Fahlberg
|
|
|
|
JOHN
FAHLBERG
|
||
|
President,
Chief Executive Officer, Chairman of the Board of Directors, Treasurer,
Secretary
|
By:
|
/
s/
John Fahlberg
|
|
|
|
John
Fahlberg
|
|
|
|
President,
Chief Executive Officer, Chairman of the Board of Directors,
Treasurer,
Secretary
|
|
By:
|
/s/ Gregg
E. Jaclin
GREGG
E. JACLIN
|