U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-KSB/A


[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                     For the fiscal year ended June 30, 2006

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                        Commission file number 333-105075


                           OGDEN GOLF CO. CORPORATION
           (Name of Small Business Issuer as specified in its charter)

            Utah                                              87-0652870
-------------------------------                        -------------------------
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                            identification No.)

                      1661 Lakeview Circle, Ogden, UT 84403
                    (Address of principal executive offices)

           Issuer's telephone no., including area code: (801) 627-4442

    Securities registered pursuant to Section 12(b) of the Exchange Act: None

    Securities registered pursuant to Section 12(g) of the Exchange Act: None

Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act 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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Issuer's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
12b-2 of the Exchange Act) Yes [ ] No [X] (not as of June 30, 2006)

The Issuer's revenues for the fiscal year ended June 30, 2006 were $43,812.

As of October 20, 2006, there were 2,735,909 shares of the Issuer's common stock
issued and  outstanding  of which  950,909  were held by  non-affiliates.  As of
October 20, 2006, there was no active market for the Issuer's common stock.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

PART I                                                                         2

   Item 1. Description of Business                                             2

   Item 2. Properties                                                          5

   Item 3. Legal Proceedings                                                   5

   Item 4. Submission of Matters to a Vote of Security Holders                 5

PART II                                                                        6

   Item 5. Market for the Registrant's Common Stock
           and Related Security Holder Matters                                 6

   Item 6. Management's Discussion and Analysis
           of Financial Condition and Results of Operation
                                                                               8

   Item 7. Financial Statements                                               14

   Item 8. Changes and Disagreements with Accountants
           on Accounting and Financial Disclosure
                                                                              28

   Item 8A. Controls and Procedures                                           28

   Item 8B. Other Information                                                 28

PART III                                                                      29

   Item 9. Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act                  29

   Item 10. Executive Compensation                                            31

   Item 11. Security Ownership of Certain Beneficial Owners and Management    33

   Item 12. Certain Relationships and Related Party Transactions              34

   Item 13. Exhibits                                                          35

   Item 14. Principal Accountant Fees and Services                            36



<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

General
-------

         Until  recently,  Ogden Golf Co.  Corporation  ("Ogden Golf",  "us", or
"we") was a retailer of brand-named golf clubs, bags,  apparel,  and accessories
merchandise in its Ogden, Utah retail location.  In addition,  we offered custom
golf  club-making,  fitting,  repair,  and  tune-up  services  to our  customers
throughout  Northern Utah. Our retail  business was seasonal,  with the heaviest
sales during March, April and May, when outdoor spring activities commence,  and
in November and December  because of holiday gift purchases.  In September 2006,
our Board of  Directors  determined  that Ogden  Golf's  revenues  and  business
operations  were not sufficient to allow it to continue to operate in the retail
golf equipment business and we are currently liquidating our assets.

         We  registered  shares of our  capital  stock with the  Securities  and
Exchange  Commission  ("SEC")  on Form  SB-2.  The  registration  statement  was
declared  effective  by  the  SEC  on  April  14,  2005.  As a  result  of  such
registration statement, we file certain reports with the SEC under Section 15(d)
of the Securities  Exchange Act of 1934, as amended.  Our offering was closed in
July 2005. All 400,000 shares offered by Ogden Golf in the public  offering were
sold at $.50 per share.

         We have been undercapitalized  since our inception and have relied upon
friends and relatives to fund our operating losses,  primarily through purchases
of our stock and debt in  private  transactions.  Our plan was to  increase  our
advertising  and marketing  efforts in Ogden and in surrounding  areas.  We have
been  unsuccessful  in our business  operation  and we are now in the process of
liquidating  our assets,  repaying our  creditors  and  attempting to enter into
other  business  activities.  We  have  entered  into  a  Letter  of  Intent  to
participate in a reverse merger transaction which is described below.

Golf Store Operations
---------------------

         The following  disclosure  relates to our golf store operations  during
the last fiscal year.  Following the close of our last fiscal year,  which ended
June 30, 2006,  our Board of Directors  determined  that we could no longer fund
our operations in the retail golf business and we are currently  liquidating our
assets.  The  following  disclosure  is not  applicable  to our future  business
operations.

         Through our retail store located in Ogden, Utah, we offered brand-named
golf merchandise  (i.e.  Taylor Made, Ping,  Footjoy,  Nike,  Datrek,  Titleist,
Maxfli, Spalding), including:

     o   Golf  club  sets and  individual  drivers,  woods,  irons,  wedges  and
         putters.

     o   Golf equipment and  accessories,  including bags,  pull carts,  towels,
         umbrellas, gloves, golf balls and tees.

                                      -2-
<PAGE>

<PAGE>

     o   Golf apparel,  including  shirts,  sweaters,  pullovers,  wind and rain
         gear, shoes, hats and visors.

         In addition, we offered custom golf club-making,  fitting,  repair, and
tune-up  services.  In connection with these  services,  we sold individual club
components, including club heads, shafts, and grips. We offered reshafting, head
changes and repairs for broken  shafts and damaged  club heads.  We  purchased a
variety of  components  to custom build clubs or repair  clubs.  We built custom
clubs with dynamics that worked within a golfer's swing. We assembled our custom
clubs to meet existing  swing  dynamics.  In doing so, we utilized two different
methods to fit golfers with custom clubs: dynamic and static.

         1.  Dynamic  fitting  is  conducted  in  person by first  evaluating  a
golfer's swingspeed, loading, and lie measurements,  while the golfer is hitting
his or her current  clubs,  our test  clubs,  and other demo clubs as we provide
analytical observation. Our goal was to build an individual club or set of clubs
that a golfer can use within  current swing  dynamics,  in  conjunction  with an
overall evaluation of the golfer's current golf game, equipment, and goals.

         2.  Static  fitting  is  generally  our  first  step in  club  fitting,
addressing a golfer's physical measurement and estimated club yardages.

Golf Store Marketing Strategy and Principal Market

         Our principal  marketing  strategy for our merchandise and services was
three fold:

         1. Offer our customers brand-named equipment, apparel and accessories.

         2. Emphasize our custom  club-making,  fitting,  and repair services to
our current customer base with a focus on workmanship and quick turnaround.

         3. Expand our customer  base outside of Northern Utah through radio and
print media and by offering information  regarding our products and services via
an internet website. We intend to attempt to expand our customer base into Davis
County and Salt Lake in the state of Utah,  as well as into  southern  Idaho and
southwest Wyoming.

         We were  never  able to fund our  marketing  strategy.  Because  of the
recent  opening of a competing  retail  store within six miles from our store we
are unable to determine if our previous plans of geographical  expansion will be
viable.

Purchasing of Golf Merchandise and Inventory

         Our merchandise was obtained from numerous manufacturers and suppliers,
based on purchase  orders for  specific  products and  quantities.  We purchased
either directly from  manufacturers,  through buying groups or from manufacturer
representatives.  We did not  have  any  long-term  supply  agreements  although
certain suppliers require minimum purchase commitments.


                                      -3-
<PAGE>

Competition
-----------

         In May 2005, Uinta Golf, a Utah based retail golf store, opened a store
in  Riverdale,  Utah,  approximately  six miles from our  store.  Uinta Golf has
stores in Salt Lake City and Sandy, Utah. Since the opening of Uinta's Riverdale
store, our revenues have decreased significantly.  We are unable to compete with
Uinta in our location. We also competed with general sporting goods stores, golf
course pro shops, and discount department stores such as Wal-Mart, K-Mart.

         We were unable to effectively compete in our market.

Change of Business Direction
----------------------------

         Because of our lack of success in the retail golf  equipment  business,
in 2006 our Board of Directors has considered  various  business  strategies and
alternatives.  On May 25,  2006,  InterPath  Pharmaceuticals,  Inc.,  a Delaware
corporation ("InterPath Pharmaceuticals"),  signed a letter of intent with Ogden
Golf for the merger of InterPath  Pharmaceuticals  with and into a newly-formed,
wholly-owned subsidiary of Ogden Golf (the "Merger").  There can be no assurance
that the Merger will be completed.  The Merger is subject to numerous  financial
and other conditions  including the raising of $5,000,000 and the execution of a
definitive Merger Agreement. There can be no assurance that we will enter into a
definitive Merger Agreement.  If we do enter into a definitive Merger Agreement,
we will file a Form 8-K with the Securities  and Exchange  Commission to provide
additional disclosure about the proposed Interpath Pharmaceutical transaction.

         If the  Merger  is  completed,  of  which  there  is no  assurance,  we
anticipate  that  Ogden  Golf will  effect a reverse  stock  split,  change  its
domicile to the State of Delaware,  change its name to Interpath Holdings, Inc.,
change its management and change its fiscal year.

         If the  Merger  is  completed,  we  anticipate  that  all of  InterPath
Pharmaceuticals's  common stock will be converted into shares of common stock of
Ogden Golf. at a conversion rate that would result in the  stockholders of Ogden
Golf  immediately   prior  to  the  Merger  holding  5%  of  the  fully  diluted
capitalization of after the Merger and the initial closing of the Offering.  All
warrants and stock options to purchase  InterPath  Pharmaceuticals  common stock
will be converted to warrants and stock options, respectively, to purchase Ogden
Golf common stock, at the same conversion rate.

         InterPath  Pharmaceuticals  is a development  stage company  founded in
2001  dedicated to  developing  novel cancer  therapeutics  based on a liposomal
delivery technology for antisense.

         If we do not complete the proposed  Merger  transaction  with Interpath
Pharmaceuticals,  we will look for other  companies  that may desire to effect a
reverse merger  transaction with us. In such event, our business plan will be to
serve as a vehicle for the acquisition of, or the merger or  consolidation  with
another company (a `Target  Business").  If this were to occur, we would utilize
our  limited  assets,  equity  securities,  debt  securities,  borrowings  or  a
combination  thereof in effecting a business  combination with a Target Business
which we believe has significant growth potential.  Our efforts in identifying a
prospective  Target  Business  are expected to  emphasize  businesses  primarily
located in the United States.

         If we are unable to enter into a final Merger  Agreement with Interpath
Pharmaceuticals,  it is  possible  that we will  attempt  to  effect a  business
combination  with  another  Target  Business.  To the  extent  that we  effect a
Business  Combination  with a financially  unstable  company or an entity in its
early stage of development or growth  (including  entities  without  established
records of revenue or income), we will become subject to numerous risks inherent
in the  business  and  operations  of  financially  unstable  and early stage or
potential emerging growth companies. In addition, to the extent that we effect a
Business Combination with an entity in an industry characterized by a high level
of risk, we will become subject to the currently  unascertainable  risks of that
industry.  An  extremely  high level of risk  frequently  characterizes  certain
industries which experience rapid growth.  Although  management will endeavor to
evaluate the risks inherent in a particular  industry or Target Business,  there
can be no assurance that we will properly ascertain or assess all risks.

                                      -4-
<PAGE>

Regulation and Environmental Compliance
---------------------------------------

         If we complete the propose transaction with Interpath  Pharmaceuticals,
we will be subject to numerous governmental  regulations that are related to the
medical research business. If we do not acquire Interpath  Pharmaceuticals,  and
we ultimately acquire some other company,  we will be subject to regulations and
laws that are specific to the industry in which that company operates as well as
general regulations and statutes that are applicable to all businesses.

Employees
---------

         As of October 20, 2006, we had one full-time employee.

ITEM 2.  PROPERTIES

         We own the  building  in which our  retail  store was  located.  We are
currently  attempting  to sell the  building.  The  building  is located at 1781
Washington  Boulevard,  Ogden,  Utah and consists of approximately  2,595 square
feet.  The building  secures a loan to Barnes Bank in the amount of $88,906.  We
are  required to make  monthly  payments of $850 on the loan  amount.  A balloon
payment of approximately $71,360 is due on December 20, 2010.

ITEM 3.  LEGAL PROCEEDINGS

         We are not a party to any legal proceedings

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters  were  submitted to our  shareholders  for a vote during the
last quarter of the year ended June 30, 2006.


                                      -5-
<PAGE>




                                     PART II

ITEM 5.   MARKET FOR THE  REGISTRANT'S  COMMON STOCK AND RELATED SECURITY HOLDER
          MATTERS

         Our common  stock is quoted on the OTC "Pink  Sheets"  under the symbol
"OGDG".  There has only been  limited  trading in our common  stock.  The prices
reported  below  reflect  inter-dealer  prices and are without  adjustments  for
retail  markups,  markdowns or commissions,  and may not  necessarily  represent
actual transactions.

                                                      High Bid         Low Bid
                                                    -------------    -----------

           Fiscal Year Ended June 30, 2006

                    First Fiscal Quarter                 N/A              N/A
                    Second Fiscal Quarter                $.50            $.50
                    Third Fiscal Quarter                 $.65            $.50
                    Fourth Fiscal Quarter                $.55            $.55

           Fiscal Year Ended June 30, 2007

                    First Fiscal Quarter                 $.55            $.55
                    Second Fiscal Quarter                $.75            $.55
                    (Through October 20, 2006)

Shares Issued in Unregistered Transactions
------------------------------------------

         During the calendar year ended June 30, 2006 we issued no shares of our
common stock in unregistered transactions. All of the following shares of common
stock issued were issued in non registered  transactions  in reliance on Section
4(2) of the  Securities  Act of 1933,  as amended (the  "Securities  Act").  The
shares of common stock issued were as follows:

                                          Number       Date of         Price per
Shareholder                              of Shares     Issuance         Share *
-------------------------------------- --------------  ------------ ------------
Hyacinth Resources Inc.                  700,000       (1)                (1)
Mark A. Scharmann                        200,000       (1)                (1)
Northcliffe Consulting, LLC               50,000       (1)                (1)
Harold J. Larsen                          12,409       3/31/06          $.30(2)
Total                                    962,409

         (1) These shares were issued in connection with the conversion of Ogden
Golf's  Series A  Preferred  Stock  into  shares of common  stock.  The Series A
Preferred  Stock was issued in 2004.  The  conversion  of the Series A Preferred
Stock into common stock occurred in 2006.

         (2) These shares were issued in connection with the conversion of debt.


                                      -6-
<PAGE>

Holders
-------

     As of  October  20,  2006,  there  were  2,735,909  shares of common  stock
outstanding and approximately 74 stockholders of record. .

Dividends
---------

         We have not paid any cash  dividends  since  our  inception  and do not
anticipate or contemplate paying dividends in the foreseeable future.

Purchases  of Equity  Securities  by the Small  Business  Issuer and  Affiliated
Purchasers
--------------------------------------------------------------------------------

         None

Limitation on Directors' Liability, Charter Provisions and Other Matters
------------------------------------------------------------------------

         Utah law  authorizes  corporations  to limit or eliminate  the personal
liability of  directors  to  corporations  and their  stockholders  for monetary
damages  for  breach  of  directors'  fiduciary  duty of care.  The duty of care
requires that, when acting on behalf of the corporation, directors must exercise
an informed  business  judgment  based on all  material  information  reasonably
available to them. Absent the limitations  authorized by Utah law, directors are
accountable to  corporations  and their  stockholders  for monetary  damages for
conduct  constituting  gross  negligence  in the exercise of their duty of care.
Utah law enables  corporations to limit available  relief to equitable  remedies
such as  injunction  or  rescission.  Our Articles of  Incorporation  limits the
liability of our directors to us or to our  stockholders  (in their  capacity as
directors but not in their capacity as officers) to the fullest extent permitted
by Utah law.

         The inclusion of this  provision in our Articles of  Incorporation  may
have the effect of reducing the  likelihood  of  derivative  litigation  against
directors and may discourage or deter stockholders or management from bringing a
lawsuit against  directors for breach of their duty of care, even though such an
action,  if  successful,  might  otherwise  have  benefited  the Company and its
stockholders.

         Our Bylaws  provide  indemnification  to our officers and directors and
certain   other   persons   with   respect  to  certain   matters.   Insofar  as
indemnification  for liabilities  arising under the 1933 Act may be permitted to
our  directors  and  officers,  we have been  advised that in the opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the 1933 Act and is, therefore, unenforceable.

Transfer Agent and Registrar
----------------------------

         Our  transfer  agent is  Fidelity  Transfer  Company,  1800  South West
Temple, Suite 301, Salt Lake City, UT 84115; telephone (801) 484-7222.


                                      -7-
<PAGE>


ITEM 6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS OF OPERATION

         Until recently,  Ogden Golf operated a single retail golf equipment and
golf services  business.  Ogden Golf's revenues were primarily  derived from the
sale of golf clubs,  balls, shoes and other golf related equipment and products.
We sold name brand clubs as well as generic type of golf clubs. Revenue was also
generated from  constructing golf clubs on a custom basis, from club repairs and
from other golf related equipment  services.  Our expenses are primarily related
to cost of goods sold, salaries,  utilities and the repayment of the real estate
loan for our facilities.

         Although the golf industry has seen significant and rapid growth in the
last 15 years,  during the last three  years,  equipment  sales,  on an industry
basis have  declined,  the number of golf  rounds  played has  declined  and the
number of new  courses  under  construction  nationally  has slowed  compared to
previous years.

          A  Wal-Mart  store  opened  within  several  miles of our store and it
resulted in a reduction of our revenues during the last two years.

         In May 2005, Uinta Golf, a Utah based retail golf store, opened a store
in  Riverdale,  Utah,  approximately  six miles from our  store.  Uinta Golf has
stores in Salt Lake City and Sandy, Utah. Since the opening of Uinta's Riverdale
store, our revenues have decreased significantly.

         We have  struggled  financially  since our  inception  in 2000 and have
relied upon equity and debt investments from friends and family of management to
fund our negative cash flow.  We believe that the offering  proceeds of our 2005
public  offering  would allow us to increase our overall  marketing  efforts and
allow us to explore internet related  marketing  efforts,  which could result in
increased revenues.

         This  did not  occur.  Although  we  continued  to  attempt  to  reduce
operating  costs,  we  continue  to  operate  at a loss  and our  revenues  have
continued  to decline.  We have  survived  through  loans made by our  officers,
directors,  shareholders  and others.  In 2006,  our Board of Directors  started
considering  alternative  strategies  and business  directions.  In May 2006, we
entered into a Letter of Intent to participate in a reverse merger  transaction.
This proposed  transaction was  subsequently  put on hold and in July and August
2006  we  started   discussions  again  with  the  principals  of  the  proposed
acquisition target.

         There can be no assurance that we will complete such acquisition. If we
do not, we will continue to look for other reverse merger opportunities.

         Subsequent to June 30, 2006, our fiscal year end, we determined that we
would terminate our golf business operations and liquidate our assets. We are in
the process of doing so.

                                      -8-
<PAGE>

         The  following  discussion  of our  financial  condition and results of
operations  should  be read  in  conjunction  with  our  consolidated  financial
statements and the related notes, and the other financial  information  included
in this Form 10-KSB  including the disclosure  that we have  terminated our golf
business operations and are looking for alternative business opportunities. This
discussion and analysis contains  forward-looking  statements that involve risks
and  uncertainties.   Our  actual  results  may  differ  materially  from  those
anticipated in these forward-looking statements.

Results and Comparison for Fiscal Years
---------------------------------------

         Fiscal  year ended June 30,  2006  resulted  in a net loss of  $147,909
compared to a net loss of $84,538 for the fiscal year ended June 30,  2005.  The
Basic and Diluted Loss per Share for fiscal year 2006 and 2005 was $.07. Details
of changes in revenues and expenses can be found below.

Revenues
--------

         For the fiscal  year  ended June 30,  2006,  we had total  revenues  of
$43,812 down $15,641 or  approximately  26% from  revenues of $59,453 for fiscal
year 2005. Our revenues  decreased as a result of the increase in large discount
retailers like Wal-Mart,  Costco,  Sam's Club, the entrance of Uinta Golf in our
geographical  market and online  activity from golf equipment web sites. We have
decreasing  revenues  for each  quarter  during  the last two fiscal  years.  We
anticipate that if we stay in the retail golf equipment  business,  our revenues
would likely  continue to decrease.  We have concluded that we should  terminate
our golf business operations. Our business has been seasonal and with April, May
and June and the  Christmas  season being the periods in which our revenues were
typically the greatest.

         Cost of Goods  Sold.  As a result  of our lower  sales in  fiscal  2006
compared  to fiscal  2005,  our cost of goods sold  decreased  to  $37,767  from
$43,877.

         Operating  Expenses.  Our  operating  expenses  in  2006  increased  to
$141,313 from $82,526 in 2005,  an increase of $58,787,  or 72%. The increase in
general and  administrative  expenses is a result of an increase in professional
fees and the recognition of unpaid salaries.

         Interest  Expense.  We borrowed  the funds  necessary  to purchase  the
building in which our retail  store is  located.  Interest  expense  consists of
interest accrued on the mortgage.  We also incurred  interest on the other short
term debt.  Interest  was $13,082  for the year ended June 30, 2006  compared to
$17,620 for the year ended June 30, 2005.

Liquidity and Capital Resources
-------------------------------

         We are  currently  unable to  finance  our  operations  from  operating
activities and  historically  have relied on private  placements of common stock
and preferred stock to fund our  operations.  Subsequent to our year end on June
30,  2005 we  completed  our public  offering  with gross  offering  proceeds of
$200,000 and net offering proceeds of approximately $148,246.


                                      -9-
<PAGE>

         Since our inception,  we have financed our operations  through the sale
of common  stock  ($159,970,  net  proceeds)  and issuance of Series A Preferred
Stock ($18,000 net cash  proceeds).  During 2003 and 2004 through June 30, 2006,
we have received loans from our officers and  shareholders to fund our operating
costs.  The loans were made in  various  amounts  as  needed.  These  loans bore
interest at the rate of 10% per annum,  were  unsecured  and were due on demand.
These loans have been repaid with cash  payments and with the issuance of shares
of our common stock. A summary of the loans is as follows:

Lender                                         Date of Loan     Loan Amount
------------------------------------------------------------- ---------------

Roycemore Corporation (2)                        7/15/03           $5,000
Roycemore Corporation (2)                        8/02/03           $2,500
Roycemore Corporation (2)                        8/15/03          $10,000
Roycemore Corporation (2)                        12/05/03          $1,250
Roycemore Corporation (2)                        12/09/03          $1,250
Mark Scharmann                                   1/24/04           $1,000
Mark Scharmann                                   2/07/04           $3,000
Curtis Kaminska                                  2/11/04           $2,500
Roycemore Corporation (2)                        5/06/04           $1,500
Paul Larsen                                      6/30/04           $3,500
Paul Larsen                                      8/14/04           $5,000
Roycemore Corporation (2)                        8/17/04           $5,000
Paul Larsen                                      10/08/04          $5,000
Roycemore Corporation (2)                        11/03/04          $2,000
Curtis Kaminska                                  11/12/04          $2,000
Hyacinth Resources (3)                           11/22/04          $1,500
Roycemore Corporation (2)                        5/06/05           $5,000
Hyacinth Resources (3)                           3/27/06           $2,500
Roycemore Corporation (2)                        3/27/06           $2,500
Mark Scharmann                                   8/20/06           $2,500
Hyacinth Resources (3)                           8/04/06           $2,500
Hyacinth Resources (3)                           9/29/06           $2,500
Various Non-Management Shareholders (4)       various dates       $91,300

Total Principal                                                  $160,800

         (1) Officers  and  Directors  of the Company
         (2) An  affiliate  of our president  Mark  Scharmann
         (3) An affiliate of our Director  Douglas P. Morris
         (4) Twenty-one non-management shareholders


                                      -10-
<PAGE>


         During the year ended June 30,  2005,  we repaid  $3,000 of these loans
and  interest  accrued  thereon.  As of July 15,  2005 the total  principal  and
interest due on these loans was  $125,573.  Subsequent to June 30, 2005, we paid
$89,114 toward these loans in cash and $38,900 with the issuance of shares.  The
current  balance  remaining on these loans is $40,500 in  principal  and accrued
interest of approximately $1,900 as of October 20, 2006.

         At June 30, 2006 we had total  assets of  $131,491 of which  $9,558 was
cash. At June 30, 2005 we had total assets of $142,186 of which $5,085 was cash.
As of June  30,  2006  we had  $26,100  plus  accrued  interest  in  loans  from
shareholders.

         Our total liabilities at June 30, 2006 were $153,175  including $88,906
for our mortgage to Barnes Banks.  Interest  accrues on the mortgage at the rate
of 7.75% per annum.  We make monthly  payments of $850 and the entire  amount of
the mortgage is due in a balloon  payment in December 2010. At June 30, 2006, we
had notes  payable of  $26,100  to  shareholders.  At June 30,  2005,  our total
liabilities were $318,976.

         Our  stockholders'  equity  at June 30,  2006 was a  negative  $100,385
compared to stockholders' equity at June 30, 2005 of a negative $176,790.

         Cash provided by financing  activities was  approximately  $107,527 for
the fiscal year ended June 30, 2006,  and $48,392 for the fiscal year ended June
30, 2005. In 2006 and 2005, the cash provided by financing  activities  resulted
primarily  from  loans  from  shareholders.   These  financing  activities  were
primarily stock sales in 2006 and loans from shareholders in 2005.

         We have  sustained  losses of $147,909  and $84,538 for the years ended
June 30, 2006 and June 30, 2005, respectively. In addition, operating activities
have used cash of $101,756  and $54,964 for the years ended June 30,  2006,  and
2005, respectively.

         Our  ability  to  continue  as a going  concern is  dependent  upon our
ability to generate  sufficient  cash flows to meet our  obligations on a timely
basis,  to obtain  additional  financing,  and  ultimately to attain  profitable
operations.  We intend to repay some of our debt through the  liquidation of our
assets   and  the   completion   of  a   merger   transaction   with   Interpath
Pharmaceuticals.  We intend to  attempt to repay  some of our debt  through  the
conversion of our debt into shares of our common stock. We have not entered into
any binding agreements  regarding the repayment of our debt with the issuance of
our common stock.

         If we do not complete  the  Interpath  merger,  we will have no working
capital and will be an inactive  company  There is no assurance,  however,  that
these  efforts will result in  profitable  operations  or in our ability to meet
obligations when due.

         As  described  elsewhere  in this  section  and in Item 1 of this  Form
10-KSB,  we have decided to terminate  our golf  operations  and  liquidate  our
assets.


                                      -11-
<PAGE>

Recently Issued Accounting Standards
------------------------------------

         We believe that recently  issued  financial  standards  will not have a
significant  impact on our results of operations,  financial  position,  or cash
flows. See footnotes to the attached financial statements.

Inflation
---------

         We  do  not  expect  the  impact  of  inflation  on  operations  to  be
significant.

Interest Rate Risk
------------------

         We currently  have notes payable that accrue  interest at a fixed rate.
We anticipate  that a substantial  amount of our future debt and the  associated
interest  expense  will be subject to  changes in the level of  interest  rates.
Increases in interest  rates would result in  incremental  increases in interest
expense.

Forward Outlook and Risks
-------------------------

         This  Form  10-KSB  contains  and  incorporates  by  reference  certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act  and  Section  21E of the  Exchange  Act  with  respect  to  results  of our
operations and businesses.  All statements,  other than statements of historical
facts,  included in this Form 10-KSB,  including those regarding  market trends,
our  financial  position,  business  strategy,  projected  costs,  and plans and
objectives of management for future operations, are forward-looking  statements.
In general,  such statements are identified by the use of forward-looking  words
or phrases including,  but not limited to, "intended,"  "will," "should," "may,"
"expects," "expected,"  "anticipates," and "anticipated" or the negative thereof
or variations thereon or similar terminology.  These forward-looking  statements
are based on our current expectations. Although we believe that the expectations
reflected in such  forward-looking  statements are  reasonable,  there can be no
assurance   that  such   expectations   will  prove  to  be   correct.   Because
forward-looking  statements involve risks and uncertainties,  our actual results
could differ  materially.  Important  factors that could cause actual results to
differ materially from our expectations are disclosed hereunder and elsewhere in
this Form 10-KSB. These forward-looking  statements represent our judgment as of
the date of this Form 10-KSB.  All subsequent  written and oral  forward-looking
statements  attributable to Ogden Golf are expressly qualified in their entirety
by the Cautionary Statements. We disclaim,  however, any intent or obligation to
update our forward-looking statements.

Our recurring  operating losses,  working capital deficit and negative cash flow
from  operations  cause  substantial  doubt about our  ability to  continue  our
business.
--------------------------------------------------------------------------------


                                      -12-
<PAGE>

         We have incurred significant  operating losses since our inception.  At
June 30, 2006, our accumulated  deficit was $520,515.  There can be no assurance
that we will ever operate at a profit. We expect to continue experiencing losses
at least for the foreseeable  future. We expect to continue to incur significant
sales and  marketing and  administrative  expenses.  Our auditor's  report dated
October 16, 2006 on our  financial  statements  for the year ended June 30, 2006
included a going concern  qualification  which stated that there was substantial
doubt as to our ability to continue as a going concern.

The recent opening of a competitor's store adversely affected our sales.
--------------------------------------------------------------------------------

         In May 2005,  Uinta  Golf  opened a retail  store in  Riverdale,  Utah,
approximately  six miles from our store.  We believe  this new  competition  has
adversely affected our revenues and will likely continue to do so. If we are not
able to compete with Uinta Golf, we may not be able to continue with our current
operations.

ITEM 7.           FINANCIAL STATEMENTS

                          Index to Financial Statements
                                                                        Page
                                                                        ----

Independent Auditor's Report                                             14

Balance Sheets                                                           15

Statements of Operations                                                 16

Statements of Changes in Stockholders' Deficit                           17

Statements of Cash Flows                                                 18

Notes to Financial Statements                                       19 - 27



                                      -13-
<PAGE>

                               SPECTOR & WONG, LLP
                          Certified Public Accountants
                            (888) 584-5577 PASADENA,
                           CA 91101 FAX (626) 584-6447
HAROLD Y. SPECTOR, CPA                                      80 SOUTH LAKE AVENUE
CAROL S. WONG, CPA                                                     SUITE 723
                                                              PASADENA, CA 91101



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and stockholders
of Ogden Golf Co. Corporation

We have audited the accompanying balance sheets of Ogden Golf Co. Corporation (a
Utah  corporation),  as of June 30, 2006 and 2005, and the related statements of
operations,  changes in stockholders' deficit, and cash flows for the years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial positions of Ogden Golf Co. Corporation as
of June 30, 2006 and 2005,  and the results of its operations and its cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the  Company's  operating  losses  and  working  capital
deficiency  raise  substantial  doubt  about its  ability to continue as a going
concern.  Management's  plans regarding those matters are also described in Note
3. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.

/s/Spector and Wong, LLP
------------------------
Pasadena, California
October 16, 2006


                                      -14-
<PAGE>


<TABLE>
<CAPTION>
OGDEN GOLF CO. CORPORATION

BALANCE SHEETS

As of June 30,                                                                 2006           2005
-----------------------------------------------------------------------------------------------------
                                               ASSETS
<S>                                                                        <C>            <C>
Current Assets
   Cash                                                                    $     9,558    $     5,085

   Inventories                                                                  13,297         27,583

   Prepaid Insurance                                                               540            546

   Loan to Officer                                                              11,696         10,837
                                                                           -----------    -----------

     Total Current Assets                                                       35,091         44,051
                                                                           -----------    -----------

Property and Equipment, Net of Accumulated Depreciation
 of $16,406 and $13,684, respectively                                           92,400         94,135


   Investments                                                                   4,000          4,000
                                                                           -----------    -----------

     Total Other Assets                                                          4,000          4,000
                                                                           -----------    -----------

    TOTAL ASSETS                                                           $   131,491    $   142,186
                                                                           ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
   Accounts Payable                                                        $    33,585    $    32,509

   Accrued Expenses                                                             62,833         40,585

   Unearned Income                                                               1,320          1,080

   Credit Bankcard                                                              19,132         36,337

   Notes Payable, Stockholders                                                  26,100        113,800

   Current Portion of Long-term Debt                                            10,205         94,665
                                                                           -----------    -----------

     Total Current Liabilities                                                 153,175        318,976
                                                                           -----------    -----------


Long-term Debt                                                                  78,701           --

Stockholders' Deficit
   Series A Preferred Stock, $0.20 stated value, authorized 100,000
    shares; issued and outstanding none and 95,000 shares                         --           19,000
   Common Stock, no par value, authorized 100,000,000 shares; issued and
    outstanding 2,735,909 and 1,238,500                                        415,284        171,970

   Paid-in Capital                                                               4,846          4,846

   Accumulated Deficit                                                        (520,515)      (372,606)
                                                                           -----------    -----------

     Total Stockholders Deficit                                               (100,385)      (176,790)
                                                                           -----------    -----------

    TOTAL LIABILITIES AND STOCKHOLDERS'  DEFICIT                           $   131,491    $   142,186
                                                                           ===========    ===========
</TABLE>



See Notes to Financial Statements


                                      -15-
<PAGE>



OGDEN GOLF CO. CORPORATION

STATEMENTS OF OPERATIONS

For the Years Ended June 30,                       2006           2005
--------------------------------------------------------------------------------
Sales                                          $    43,812    $    59,453


Cost of Sales                                       37,767         43,877
                                               -----------    -----------


  Gross Profit                                       6,045         15,576


Selling, General and Administrative Expenses       141,313         82,526
                                               -----------    -----------


  Operating Loss                                  (135,268)       (66,950)

Other Income (Expenses):

  Interest Income                                      541            132

  Interest Expenses                                (13,082)       (17,620)
                                               -----------    -----------
   Total Other Expenses                            (12,541)
                                                                  (17,488)
                                               -----------    -----------


   Net Loss Before Taxes                          (147,809)       (84,438)

Provision for Income Taxes                             100            100
                                               -----------    -----------

Net Loss                                       $  (147,909)   $   (84,538)
                                               ===========    ===========

Basic and Diluted Net Loss Per Share           $     (0.07)   $     (0.07)
                                               ===========    ===========

Weighted Average Number of Common Shares         2,094,303      1,233,500







See Notes to Financial Statements


                                      -16-
<PAGE>

<TABLE>
<CAPTION>


OGDEN GOLF CO. CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

For the Years Ended June 30, 2006 and 2006
------------------------------------------------------------------------------------------------------------------------------------

                                       Preferred Stock               Common Stock
                                  -------------------------    -------------------------     Paid-in     Accumulated
                                     Shares        Amount        Shares        Amount        Capital       Deficit         Total
                                  -----------   -----------    -----------   -----------   -----------   -----------    -----------


<S>                                    <C>           <C>         <C>             <C>             <C>        <C>             <C>
Balance at June 30, 2004               95,000        19,000      1,238,500       171,970         4,846      (288,068)       (92,252)

Net loss for the Fiscal Year             --            --             --            --            --         (84,538)       (84,538)
  Ending June 30, 2005
                                  -----------   -----------    -----------   -----------   -----------   -----------    -----------
Balance at June 30, 2005               95,000        19,000      1,238,500       171,970         4,846      (372,606)      (176,790)

Conversion of Series A Preferred
  Stock into Common Stock; 1 to 10    (95,000)      (19,000)       950,000        19,000          --            --             --

Conversion of Notes Payable into
  Common Stock                           --            --          130,409        39,123          --            --             --


Issuance of Common Stock in Cash         --            --          400,000       180,091          --            --             --

Issuance of Common Stock for
  Accrued Expenses                       --            --           17,000         5,100          --            --             --

Net Loss for the Fiscal Year
  Ending June 30, 2006                   --            --             --            --            --        (147,909)      (147,909)
                                  -----------   -----------    -----------   -----------   -----------   -----------    -----------
Balance at June 30, 2006                 --     $      --        2,735,909   $   415,284   $     4,846   $  (520,515)      (100,385)
                                  ===========   ===========    ===========   ===========   ===========   ===========    ===========
</TABLE>




See Notes to Financial Statements


                                                                   -17-
<PAGE>

<TABLE>
<CAPTION>

OGDEN GOLF CO. CORPORATION

STATEMENTS OF CASH FLOWS

For the years ended June 30,                                              2006           2005
------------------------------------------------------------------    ------------   -----------
<S>                                                                   <C>            <C>
Cash Flow from Operating Activities:
  Net Loss                                                            $  (147,909)   $   (84,538)
  Adjustments to Reconcile Net Loss to Net Cash Used in Operations:
   Depreciation and Amortization                                            2,723          3,025
  (Increase) Decrease in:
   Inventories                                                             14,286         (1,557)
   Prepaids                                                                     6            387
   Interest receivable on officer's loan                                     (549)          (487)
  Increase (Decrease) in:
   Accounts Payable and Accrued Expenses                                   29,447         28,216
   Unearned Income                                                            240            (10)
                                                                      -----------    -----------
  Net Cash Used in Operating Activities                                  (101,756)       (54,964)
                                                                      -----------    -----------

Cash Flow from Investing Activities
  Addition to Fixed Assets                                                   (988)          (219)
  Increase in Loan to Officer                                                (310)          --
                                                                      -----------    -----------
  Net Cash Used in Investing Activities                                    (1,298)          (219)
                                                                      -----------    -----------

Cash Flow from Financing Activities:
  Additions to Credit Bankcard                                               --            1,144
  Payments to Credit Bankcard                                             (17,205)          --
  Repayments of Long-term Debt                                             (5,759)       (10,552)
  Cash received from stockholders' loan                                    41,100         57,800
  Repayments to stockholders' loan                                        (90,700)          --
  Proceeds from sale of stock                                             180,091           --
                                                                      -----------    -----------
  Net Cash Flow Provided by Financing Activities                          107,527         48,392
                                                                      -----------    -----------


   Net Increase (Decrease) Increase in Cash                                 4,473         (6,791)
Cash Balance at Beginning of Year                                           5,085         11,876
                                                                      -----------    -----------
Cash Balance at End of Year                                           $     9,558    $     5,085
                                                                      ===========    ===========

Supplemental Disclosures of Cash Flow Information
  Interest Paid                                                       $     8,524    $     6,966

Schedule of Noncash Investing and Financing Activities:
  Issuance of common stock for:
   Notes payable to stockholders and accrued interest                 $    39,123    $      --
   Accrued expenses                                                         5,100           --
   Conversion of preferred stock                                           19,000           --
                                                                      -----------    -----------
                                                                      $    63,223    $      --
                                                                      ===========    ===========
</TABLE>
See Notes to Financial Statements

                                      -18-
<PAGE>



                                                      OGDEN GOLF CO. CORPORATION
                                                   Notes to Financial Statements
--------------------------------------------------------------------------------

NOTE 1 - NATURE OF BUSINESS

Ogden Golf Co.  Corporation  ("the Company") was incorporated in Utah on May 10,
2000.  The Company is engaged in the marketing  and sales of golf  equipment and
supplies to customers generally located in the state of Utah.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates The  preparation of the  accompanying  financial  statements in
conformity with accounting  principles  generally  accepted in the United States
requires  management  to make certain  estimates and  assumptions  that directly
affect the results of  reported  assets,  liabilities,  revenue,  and  expenses.
Actual results may differ from these estimates.

Revenue  Recognition Revenue is recognized at the point of sales or as goods are
delivered  to and  accepted by  customers  and are  billable,  provided  that no
significant   obligations  remain  and  collectibility  is  reasonably  assured.
Recognition  of revenue  from sale of gift  certificates  is deferred  until the
certificates  are  redeemed  for  merchandise  or  expire  one year from date of
purchase.

Cash and Cash  Equivalents  For purposes of the  statements  of cash flows,  the
Company  considers all highly liquid debt instruments with an original  maturity
of three months or less to be cash equivalents.

Fair Value of  Financial  Instruments  The  carrying  amounts  of the  financial
instruments have been estimated by management to approximate fair value.

Inventories  Inventories  are  valued at the lower of cost or market  (first-in,
first-out) or net realizable value.

Property and Equipment  Property and  equipment are valued at cost.  Maintenance
and repair costs are charged to expenses as incurred.  Depreciation  is computed
on the  straight-line  method based on the estimated useful lives of the assets,
generally 5 to 39 years.  Depreciation expense for years ended June 30, 2006 and
2005 was $2,723 and $2,659, respectively.

Amortization  of Loan Cost Loan cost is stated at cost and are  amortized  using
the  straight-line  method  over  the  life  of  the  loan,  which  is 5  years.
Amortization expense for the year ended June 30, 2005 was $366, and the cost was
fully amortized in 2005.

Investment  The  Company  owns twelve  collectible  sets of golf clubs that were
purchased  at a cost of $4,000.  The company has no intention to sell any of the
collectible  sets in the near future.  The Company  recorded this purchase as an
investment.


                                      -19-
<PAGE>


                                                      OGDEN GOLF CO. CORPORATION
                                                   Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes Income tax expense is based on pretax financial  accounting income.
Deferred  tax  assets  and  liabilities  are  recognized  for the  expected  tax
consequences  of  temporary  differences  between  the tax bases of  assets  and
liabilities and their reported amounts. Valuation allowances are established, if
necessary,  to reduce  deferred  tax assets to the amount  that will more likely
than not be realized.

Advertising  Costs All costs  associated  with  advertising  and  promoting  the
Company's goods and services are expensed as incurred.  Advertising  expense for
the years ended June 30, 2006 and 2005 was $972 and $1,276, respectively.

Income (Loss) Per Common Share The Company  accounts for income (loss) per share
in accordance with Statement of Financial  Accounting  Standards (SFAS) No. 128,
"Earnings  Per Share."  SFAS No. 128  requires  that  presentation  of basic and
diluted earnings per share for entities with complex capital  structures.  Basic
earnings  per share  includes no dilution and is computed by dividing net income
(loss) available to common stockholders by the weighted average number of common
stock  outstanding  for the period.  Diluted  earnings  per share  reflects  the
potential  dilution of securities that could share in the earnings of an entity.
Diluted net loss per common share does not differ from basic net loss per common
share since  potential  shares of common stock from the  conversion of preferred
stock are  anti-dilutive  for the period  presented.  Equivalent  common  shares
excluded from diluted net loss per share  totaled  712,500 and 950,000 for years
ended June 30, 2006 and 2005, respectively.

New Accounting Standards: In June 2006, the Financial Accounting Standards Board
(FASB) issued  Interpretation  No. 48,  "Accounting  for  Uncertainty  in Income
Taxes", ("FIN 48"). This Interpretation clarifies the accounting for uncertainty
in income taxes recognized in an enterprise's financial statements in accordance
with FASB Statement No. 109,  "Accounting for Income Taxes." This Interpretation
prescribes a recognition  threshold and measurement  attribute for the financial
statement  recognition and measurement of a tax position taken or expected to be
taken  in  a  tax  return.   This   Interpretation  also  provides  guidance  on
derecognition,  classification,  interest and  penalties,  accounting in interim
periods,  disclosure,  and  transition.  FIN 48 is  effective  for fiscal  years
beginning  after  December 15, 2006. The Company does not expect the adoption of
FIN 48 to have a material impact on its financial statements.

In 2006, the FASB has also issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments-an amendment of FASB Statements No. 133 and 140" and SFAS
No. 156,  "Accounting  for  Servicing of Financial  Assets-an  amendment of FASB
Statement No. 140" but they will not have  relationship to the operations of the
Company.  Therefore  a  description  and its  impact  for each on the  Company's
operations and financial position have not been disclosed.


                                      -20-
<PAGE>


                                                      OGDEN GOLF CO. CORPORATION
                                                   Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In June 2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes and Errors
Corrections,  a replacement of APB Opinion No. 20, Accounting Changes,  and FASB
Statement No. 3, Reporting  Accounting Changes in Interim Financial  Statement."
SFAS 154 changes the  requirements  for the  accounting  for and  reporting of a
change in accounting principle. Previously, most voluntary changes in accounting
principles  were  required  recognition  via a cumulative  effective  adjustment
within net income of the period of the change.  SFAS 154 requires  retrospective
application to prior periods' financial  statements,  unless it is impracticable
to determine either the period-specific  effects or the cumulative effect of the
change.  SFAS 154 is effective for accounting  changes and corrections of errors
made in fiscal years beginning after December 14, 2005;  however,  the Statement
does  not  change  the   transition   provisions  of  any  existing   accounting
pronouncements.  The Company  does not believe  this  pronouncement  will have a
material impact in its financial position, results of operations or cash flows.

In December  2004,  the FASB issued SFAS No. 153. This  statement  addresses the
measurement of exchanges of nonmonetary  assets. The guidance in APB Opinion No.
29,  "Accounting for Nonmonetary  Transactions,"  is based on the principle that
exchanges of  nonmonetary  assets should be measured  based on the fair value of
the assets exchanged.  The guidance in that opinion;  however,  included certain
exceptions to that principle.  This statement amends Opinion 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets and replaces it
with a general  exception for exchanges of  nonmonetary  assets that do not have
commercial  substance.  A nonmonetary  exchange has commercial  substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This statement is effective for financial statements for fiscal
years  beginning  after June 15, 2005.  Earlier  application  is  permitted  for
nonmonetary  asset  exchanges  incurred  during fiscal years beginning after the
date of this  statement  is issued.  Management  believes  the  adoption of this
statement will have no impact on the financial statements of the Company.

In December  2004, the FASB issued SFAS No. 152, which amends FASB statement No.
66, "Accounting for Sales of Real Estate," to reference the financial accounting
and  reporting  guidance  for  real  estate  time-sharing  transactions  that is
provided in AICPA Statement of Position (SOP) 04-2,  "Accounting for Real Estate
Time-Sharing  Transactions."  This  statement also amends FASB Statement No. 67,
"Accounting for Costs and Initial Rental Operations of Real Estate Projects," to
state that the guidance for (a) incidental  operations and (b) costs incurred to
sell  real  estate   projects  does  not  apply  to  real  estate   time-sharing
transactions.  The accounting  for those  operations and costs is subject to the
guidance in SOP 04-2.  This statement is effective for financial  statements for
fiscal years beginning after June 15, 2005.  Management believes the adoption of
this statement will have no impact on the financial statements of the Company.


                                      -21-
<PAGE>


                                                      OGDEN GOLF CO. CORPORATION
                                                   Notes to Financial Statements
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In December 2004, the FASB issued Statement No. 123 (revised 2004), "Share-Based
Payment"  ("SFAS  123(R)"),  which requires the  measurement  and recognition of
compensation  expense for all stock-based  compensation  payments and supersedes
the Company's current  accounting under APB 25. SFAS 123(R) is effective for the
first interim or annual reporting period that begins after December 15, 2005 for
small business  issuers.  In March 2005, the Securities and Exchange  Commission
issued Staff Accounting Bulletin No. 107 ("SAB 107") relating to the adoption of
SFAS 123(R).

The  Company  plans to use the  modified  prospective  method to adopt  this new
standard  and will  continue  to  evaluate  the  impact  of SFAS  123(R)  on its
operating  results and  financial  condition.  The  Company's  assessment of the
estimated  compensation charges is affected by the Company's stock price as well
as assumptions  regarding a number of complex and  subjective  variables and the
related  tax  impact.  These  variables  include,  but are not  limited  to, the
Company's stock price  volatility and employee stock option exercise  behaviors.
The Company will recognize the compensation  cost for stock-based  awards issued
after January 1, 2006 on a straight-line basis over the requisite service period
for the entire award.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs -- an amendment
of ARB No. 43,  Chapter 4." This  statement  amends the  guidance in ARB No. 43,
Chapter 4, "Inventory  Pricing," to clarify the accounting for abnormal  amounts
of  idle  facility  expense,   freight,  handling  costs,  and  wasted  material
(spoilage).  Paragraph  5 of ARB 43,  Chapter 4,  previously  stated that ". . .
under  some  circumstances,  items  such as  idle  facility  expense,  excessive
spoilage,  double freight, and rehandling costs may be so abnormal as to require
treatment as current period charges.  . . ." This statement  requires that those
items be recognized as  current-period  charges  regardless of whether they meet
the  criterion of "so  abnormal."  In addition,  this  statement  requires  that
allocation of fixed production  overheads to the costs of conversion be based on
the normal  capacity of the production  facilities.  This statement is effective
for inventory  costs incurred during fiscal years beginning after June 15, 2005.
Management  does not  believe  the  adoption  of this  statement  will  have any
immediate material impact on the financial statements of the Company.

NOTE 3- GOING CONCERN

The Company has incurred  substantial losses, has accumulated deficit, and needs
additional  working  capital.  Those matters raise  substantial  doubt about the
Company's  ability to continue as a going concern.  Management of the Company is
developing a plan to reduce operating expenses and obtain an infusion of capital
through either public or private investment.

As disclosed in Note 11, the Company has completed its initial  public  offering
in July 2005 and raised $180,091 net of offering costs.

                                      -22-
<PAGE>

                                                      OGDEN GOLF CO. CORPORATION
                                                   Notes to Financial Statements
--------------------------------------------------------------------------------

NOTE 3- GOING CONCERN (Continued)

The  ability of the  Company to  continue  as a going  concern is  dependent  on
management's  successful  reduction of operating expenses and successful capital
infusion.  The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

                                                           As of June 30,
                                                        2006           2005
                                                     -----------    -----------
        Building and improvements                    $    96,600    $    96,600
        Equipment                                          2,207          1,219
        Land                                              10,000         10,000
                                                     -----------    -----------
                                                         108,807        107,819
        Less accumulated depreciation                    (16,407)       (13,684)
                                                     -----------    -----------

         Property and Equipment, net                 $    92,400    $    94,135
                                                     ===========    ===========

NOTE 5 - LOAN TO OFFICER

The Company had a loan receivable from an officer,  CEO, which bears interest at
5% per  annum  and is due on  demand.  As of June 30,  2006 and  2005,  the loan
balance was $11,696 and $10,837, respectively,  including an interest receivable
of $542 and $1,880, respectively.

NOTE 6 - ACCRUED EXPENSES

As of June 30, 2006 and 2005, accrued expenses consisted of the following:

                                                         As of June 30,
                                                    2006               2005
                                                 ----------        -----------
Accrued salaries and payroll taxes               $   55,006        $   22,831
Accrued professional fees                             7,000             7,000
Accrued interest                                        727
Accrued income tax                                      100               100
                                                 $   62,833        $   40,585
                                                 ==========        ==========


                                      -23-
<PAGE>


                                                      OGDEN GOLF CO. CORPORATION
                                                   Notes to Financial Statements
--------------------------------------------------------------------------------

NOTE 7 - CREDIT BANKCARD

The Company had a business  credit  bankcard with a financial  institution.  The
credit  bankcard has a $38,000  credit limit and carries an interest rate 14.00%
for purchases at June 30, 2006. The outstanding  balance on this credit bankcard
as of June 30, 2006 and 2005 was $19,132 and $36,337, respectively.

NOTE 8 - RELATED PARTY TRANSACTIONS

The  Company  had notes  payable to  stockholders  in the amounts of $26,100 and
$113,800 as of June 30, 2006 and 2005, respectively.  The notes bear interest at
10% per annum and due in demand.  The accrued  interest related to notes payable
to stockholders is $727 as of June 30, 2006.

On July 10, 2006,  the board of  Directors  approved to pay an officer an annual
salary of $35,000  from  beginning  of fiscal  year 2002 to June 30,  2006.  All
unpaid salaries were accrued interest at 10% per annum.

As of June 30,  2006,  the balance of the accrued  Salaries,  including  related
accrued interest, was $51,742.

NOTE 9 - LONG-TERM DEBT

Long-term debt consists of the following:
<TABLE>
<CAPTION>

                                                                         As of June 30,
                                                                      2006           2005
                                                                   -----------    -----------
<S>                                                                <C>            <C>
Note payable to a bank, due in monthly installments of $850,       $    88,906    $    94,666
  including 7.75% fixed interest rate, with a balloon payment
  due in December 2010.  Secured by  real property and equipment

Less: current portion                                                  (10,205)       (94,666)
                                                                   -----------    -----------

Long-term debt                                                     $    78,701    $      --
                                                                   ===========    ===========
</TABLE>

The  Company  refinanced  the long term loan in December  2005,  and lowered its
monthly installments from $1,608 to $850.



                                      -24-
<PAGE>



                                                      OGDEN GOLF CO. CORPORATION
                                                   Notes to Financial Statements
--------------------------------------------------------------------------------

NOTE 10 - PREFERRED STOCKS

The Company is authorized to issue  5,000,000  shares of no par value  preferred
stock. On December 19, 2002 the Company  designated  100,000 shares of preferred
stock as "Series A Preferred Stock." Series A preferred stock has a stated value
of twenty cents.  The preferred stock is either to be redeemed by the Company at
the  stated  value or  convertible  to  common  stock at a ratio of 10 shares of
common stock to 1 share of preferred stock if either of two contingencies occur:
1) The company  shows a net profit for any period  through June 30, 2005;  or 2)
the total  stockholders'  equity  balance  of the  Company  increases  more than
$100,000  between June 30, 2002 and June 30, 2005.  None of these  contingencies
had occurred.

On June 6, 2005,  the Board of  Directors  decided  not to redeem the  preferred
stock and approved to extend the conversion date from June 30, 2005 to April 14,
2006.

On March 10, 2006,  the Company  filed  Articles of Amendment to its Articles of
Incorporation  to amend the conditions for redemption of the Company's  Series A
Preferred Stock.  Under the new Articles,  all conditions to the exercise of the
Series A preferred stock are waived. The holders of the Series A preferred stock
may convert  their  shares of Series A preferred  stock into common stock at any
time from the date of filling of these Articles of Amendment  until December 31,
2006.  Any shares  Series A preferred  stock not  converted by December 31, 2006
shall expire and be null and void.

On March 24, 2006, all shares of Series A preferred stock,  95,000 shares,  were
converted into 950,000 common shares.

NOTE 11 - COMMON STOCKS

On March 31, 2006,  the Company  converted  notes  payable to  stockholders  and
accrued interest in a total of $3,723 into 12,409 shares of the Company's common
stocks.

In July 2005, the Company  completed its initial  public  offering where it sold
400,000  shares of common stock at the price of $0.50 per share and received net
proceeds of $180,091.

In July 2005,  the Company  converted  an accrued  expense of $5,100 into 17,000
shares of the Company's  common stock.  The Company also converted notes payable
to stockholders and accrued interest in a total of $35,400 into 118,000 shares.


                                      -25-
<PAGE>



                                                      OGDEN GOLF CO. CORPORATION
                                                   Notes to Financial Statements
--------------------------------------------------------------------------------

NOTE 12 - INCOME TAX

Provisions  for income tax consist of a state minimum tax of $100 for both years
ended June 30, 2006 and 2005.

As of  June  30,  2006,  the  Company  has  net  operating  loss  carryforwards,
approximately  of $497,695 to reduce future  taxable  income.  To the extent not
utilized,  the  carryforwards  will begin to expire  through 2026. The Company's
ability to utilize its net operating loss  carryforward  is uncertain and thus a
valuation  reserve has been  provided  against the  Company's  net  deferred tax
assets.

The net deferred tax assets consist of the following:

                                                             June 30,
                                                       2006            2005
               -----------------------------------------------    ------------
               Deferred tax assets:
                Net operating loss carryforwards   $   189,125    $   131,982
                Contribution carryover                     764           764
                Less: valuation allowance             (189,889)      (132,746)
                                                   -----------    -----------
               Total net deferred tax assets       $      --      $      --
                                                   ===========    ===========

NOTE 13 - NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per
share:

                                                For years ended June 30,
                                                  2006            2005
                                           ---------------------------

              Numerator:
  Net Loss                                     $  (147,909)   $   (84,538)

Denominator:
  Weighted average common shares outstanding     2,094,303      1,233,500

Basic and diluted net loss per share           $     (0.07)   $     (0.07)



                                      -26-
<PAGE>


                                                      OGDEN GOLF CO. CORPORATION
                                                   Notes to Financial Statements
--------------------------------------------------------------------------------

NOTE 14 - SEGMENT INFORMATION

The Company is  currently  managed  and  operated  as one  business.  The entire
business is managed by a single  management  team that reports to the  Company's
President.  The Company does not operate  separate lines of business or separate
business  entities with respect to any of its product  candidates.  Accordingly,
the Company  does not prepare  discrete  financial  information  with respect to
separate  product areas or by location and dose not have  separately  reportable
segments as defined by SFAS No. 131 "Disclosures about Segments of an Enterprise
and Related Information".

NOTE 15 - GUARANTEES

The Company  from time to time  enters  into  certain  types of  contracts  that
contingently  require  the  Company to  indemnify  parties  against  third-party
claims. These contracts primarily relate to: (i) divestiture  agreements,  under
which the Company may provide  customary  indemnifications  to purchasers of the
Company's  businesses or assets;  and (ii) certain agreements with the Company's
officers,  directors and  employees,  under which the Company may be required to
indemnify  such  persons  for  liabilities   arising  our  of  their  employment
relationship.

The terms of such  obligations  vary.  Generally,  a maximum  obligation  is not
explicitly  stated.  Because the obligated  amounts of these types of agreements
often are not explicitly  stated,  the overall  maximum amount of the obligation
cannot be reasonably estimated. Historically, the Company has not been obligated
to make significant payments for these obligations, and no liabilities have been
recorded for these obligations on its balance sheet as of June 30, 2006.

In general,  the Company offers a one-year  warranty for most of the products it
sold. To date, the Company has not incurred any material costs  associated  with
these warranties.

NOTE 16 - WHOLLY OWNED SUBSIDIARY

In January 2003 the Company formed Ogden  Discount Golf,  Inc. as a wholly-owned
subsidiary.  The Company  intends to transfer  its retail  golf  operations  and
related  assets  and  liabilities  to the  subsidiary.  At June  30,  2006,  the
subsidiary  was  inactive  and  none  of the  Company's  operations,  assets  or
liabilities had been transferred to the subsidiary.

NOTE 17 - SUBSEQUENT EVENT

The Company is pending a reverse merger with a privately held company subject to
certain conditions.

The  Company is  liquidating  its assets  and is in the  process of ceasing  its
operations.

                                      -27-
<PAGE>

ITEM 8.   CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
          DISCLOSURE

         None.

ITEM 8A.  CONTROLS AND PROCEDURES

         The Company,  under the  direction of its Chief  Executive  Officer and
Chief Financial Officer, has established disclosure controls and procedures that
are designed to ensure that information  required to be disclosed by the Company
in the reports  that it files or submits  under the  Exchange  Act, is recorded,
processed,  summarized,  and reported  within the time periods  specified in the
Commission's  rules and forms.  The disclosure  controls and procedures are also
intended to ensure that such  information is accumulated and communicated to the
Company's  management,  consisting  of the  Chief  Executive  Officer  and Chief
Financial Officer,  as appropriate to allow timely decisions  regarding required
disclosures.

         The Chief Executive  Officer and Chief Financial  Officer have reviewed
and evaluated the Company's  disclosure controls and procedures as of the end of
the period  covered by this report.  Based on, and as of the effective  date of,
that review and  evaluation,  the Chief  Executive  Officer and Chief  Financial
Officer have concluded that the Company's disclosure controls and procedures are
effectively serving the stated purposes.

         In  addition,  no  changes  in  the  Company's  internal  control  over
financial  reporting occurred during the fiscal quarter ended June 30, 2006 that
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal controls over financial reporting.

ITEM 8B. OTHER INFORMATION

         We must  disclose  under  this  item  any  information  required  to be
disclosed in a report on Form 8-K during the fourth  quarter of the year covered
by this Form 10-KSB, but not reported, whether or not otherwise required by this
Form 10-KSB.  If disclosure of such information is made under this item, it need
not be repeated in a report on Form 8-K which would  otherwise be required to be
filed with respect to such information or in a subsequent report on Form 10-KSB.
No additional disclosure is required under this item.


                                      -28-
<PAGE>


                                    PART III

ITEM 9.   DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Identification of Directors and Executive Officers

         The current  directors  and officers of Ogden Golf who will serve until
the next annual meeting of shareholders or until their successors are elected or
appointed and qualified, are set forth below:

Name                     Age     Position
------------------------ ------- ---------------------------------

Mark A. Scharmann        48      President/Director
Douglas P. Morris (1)    51      Vice President Director
Robert R. Petersen       51      Secretary/Treasurer/Director
Paul Larsen              48      Director and President of Ogden Discount Golf
Curtis Kaminska          48      Director

(1) Mr. Morris resigned as an officer and director in August 2007.

         Background  information concerning the Company's officers and directors
is as follows:

         Paul Larsen. Mr. Larsen has operated Ogden Golf since April 2000. He is
the president and a director of our  subsidiary,  Ogden Discount Golf. From July
1982 to April 2000, Paul worked as a senior information technology technician at
Alliant  Techsystems   (formerly  Thiokol  Corporation)  in  Promontory,   Utah.
According to its website,  ATK is a $2.2 billion  aerospace and defense  company
and is  involved  in  propulsion,  composite  structures,  munitions,  precision
capabilities,  and  civil and  sporting  ammunition.  He  attended  Weber  State
University in Ogden, Utah with an emphasis in Physical Education and Information
Technology Systems.

         Douglas P. Morris.  Mr. Morris was appointed as an officer and director
of Ogden Golf Co.  Corporation  in November  2002 and  resigned in August  2007.
Since 1997,  Mr.  Morris has been an officer and director of Celtic  Investment,
Inc., a publicly  traded  financial  services  company.  Celtic  Investment owns
Celtic Bank, an FDIC insured industrial loan company chartered under the laws of
the State of Utah.  Since  1990,  Mr.  Morris has also owned and  operated H & M
Capital  Investments,  Inc.,  (H  &  M).  H & M  is a  privately  held  business
consulting  firm.  H  &  M  consults  with  privately  held  and  publicly  held
corporations  relating to management,  merger and acquisitions,  debt and equity
financing,  capital  market  access,  and market  support  for  publicly  traded
securities.  There is no affiliation  between H & M and Ogden Golf and we do not
currently  anticipate that we will have any affiliation  with H&M in the future.
Mr. Morris was an outside director of Millennium  Electronics from 1997 to 1999.
Millennium  was  involved in the  computer  memory and  hardware  business.  Its
operations  were  unsuccessful  and in 1999, it terminated  its  operations  and
transferred  its  assets to a secured  creditor.  In June 2000,  Mr.  Morris was
appointed an officer and director of  Millennium.  Millennium  had no operations
from 1999 to February 2004 and its business plan was to look for reverse  merger
type of acquisition.  In February 2004,  Millennium changed its name to Speaking


                                      -29-
<PAGE>

Roses International, Inc. in connection with an asset acquisition and Mr. Morris
resigned as an officer and director.  Mr. Morris is a director of CCC Globalcom,
a Houston based telecommunications  company. Mr. Morris is the owner of Hyacinth
Resources,  Inc., a privately held company which holds investments  purchased by
Mr. Morris.  There is no affiliation  between Hyacinth  Resources and Ogden Golf
and we do not  currently  anticipate  that we will have any  affiliation  in the
future  except for Hyacinth  Resources'  ownership of shares of Ogden Golf.  Mr.
Morris  has  a BA  from  Brigham  Young  University  and  a  Masters  in  Public
Administration from the University of Southern California.

         Mark  Scharmann.  Mr.  Scharmann  was a founder  of Ogden  Golf and was
reappointed to the Board of Directors in November 2002. Mr. Scharmann has been a
private  investor and  business  consultant  since 1981.  Mr.  Scharmann  became
involved in the consulting  business  following his  compilation  and editing in
1980 of a publication called Digest of Stocks Listed on the Intermountain  Stock
Exchange.  In 1981 he compiled and edited an 800 page publication called the OTC
Penny Stock Digest.  Mr.  Scharmann has not served as a business  consultant for
Ogden Golf, has not been  compensated as a business  consultant and we currently
don't anticipate that he will act as a business consultant for Ogden Golf in the
future.  From  1982 to  1996,  he was  the  president  of  Royal  Oak  Resources
Corporation.  In 1996,  Royal Oak  Resources  completed  an  acquisition  and in
connection  therewith changed its name to Hitcom Corporation.  Mr. Scharmann was
the  President  of Norvex,  Inc.,  a blank  check  company  which  completed  an
acquisition  and in  connection  therewith,  changed  its name to Capital  Title
Group,  Inc. Mr.  Scharmann is a promoter of Nightingale,  Inc., a publicly-held
corporation  blank check company.  He is also an officer and director of Pacific
Alliance  Corporation,  an inactive  public  company which was previously in the
television programming delivery business. Ogden Golf has no affiliation with any
of the companies  referred to in this paragraph and we do not anticipate that we
will be  affiliated  with any of these  companies in the future.  Mr.  Scharmann
graduated  from Weber State  University  in 1997 with a Bachelors of  Integrated
Studies with emphasis in Business, Psychology and Health.

         Curtis Kaminska.  Mr. Kaminska has been a director of the Company since
August 2002. He is also vice president and a director of our  subsidiary,  Ogden
Discount Golf.  Mr.  Kaminska has been a pilot for Delta Airlines since 1987. He
has  over 20 years  experience  with  Delta,  the U.S.  Air  Force  and the Utah
National Guard. From 1999 to the present, he has owned and operated KEE, Inc., a
business  consulting  company  based in  Ogden,  Utah.  There is no  affiliation
between  Ogden Golf and Kee,  Inc.  and we do not  anticipate  there will be any
affiliation in the future.  He earned his BS Degree in Business with an emphasis
in marketing from Utah State University,  Logan, Utah in 1981, and an MBA degree
from New Mexico Highlands University in 1986.

         Robert R.  Petersen.  Mr.  Petersen  has been a director of the Company
since  August  2002.  He  is  also   secretary/treasurer  and  director  of  our
subsidiary,  Ogden Discount Golf. Mr.  Petersen has been controller of Fresenius
Medical Care, Ogden, Utah, since 1998. From 1997-98, he was controller of Weider
Nutrition  International,  Salt Lake City, Utah. From 1995-97, he was controller
of Autoliv,  Ogden Utah. From 1989-95, he was Manager of Budgets and Pricing for
Autoliv.  From  1979-89,  he was Senior  Financial  Analyst for Morton  Thiokol,
Promontory,  Utah. He earned an MBA from the  University of Phoenix in Salt Lake
City in 1989,  and a BS degree  in  Marketing  and  Economics  from  Utah  State
University, Logan, Utah in 1977.

                                      -30-
<PAGE>


Other Involvement in Certain Legal Proceedings
----------------------------------------------

         There  have  been no events  under  any  bankruptcy  act,  no  criminal
proceedings  and any judgments or injunctions  material to the evaluation of the
ability and integrity of any director or executive  officer during the last five
years.

No Board Committees
-------------------

         We do not have any  committees  established  by our Board of Directors.
Accordingly  we have no  audit  committee,  compensation  committee,  nominating
committee or any other committee. We do not anticipate that we will be listed on
a securities  exchange or on NASDAQ. If we were ever to meet the  qualifications
for listing on a securities  exchange or for  quotation  on NASDAQ,  we would be
required to have an audit committee and possibly other board committees.  Except
for Paul Larsen, none of directors are employees of the Company.

Code of Ethics
--------------

         We  have  adopted  a code  of  ethics  that  applies  to all  officers,
directors and employees of the Company,  a copy of which was filed as Exhibit 14
to this Form 10-KSB.

Communications with Board Members
---------------------------------

         We have  not  adopted  a  formal  process  by  which  stockholders  may
communicate with the Board of Directors.

Compliance with Section 16(a)

         Not applicable

ITEM 10.  EXECUTIVE COMPENSATION

         The following table sets forth the aggregate cash  compensation paid by
the Company for services  rendered  during the last three years to the Company's
Chief Executive Officer and to the Company's most highly  compensated  executive
officers other than the CEO, whose annual salary and bonus exceeded $100,000:


                                      -31-
<PAGE>

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                             SUMMARY COMPENSATION TABLE
                                               Long Term Compensation
                         -------------------------------------- -------------------------- -----------
                                  Annual Compensation                    Awards             Payouts
                         -------------------------------------- -------------------------- ----------- ---------------
    (a)          (b)        (c)        (d)           (e)           (f)          (g)           (h)           (i)
                                                                Restrict
  Name and    Year                              Other Annual    Stock                      LTIP          All Other
 Principal    Ended      ($)                    Compensation    Awards      Option/SAR's   Payouts      Compensation
  Position      6/30      Salary    ($) Bonus        ($)           ($)          (#)           ($)           ($)
------------- ---------- ---------- ---------- ---------------- ---------- --------------- ----------- ---------------
<S>             <C>       <C>           <C>           <C>           <C>          <C>         <C>           <C>
Paul            2006      $35,000      -0-           -0-           -0-          -0-          $-0-          $-0-
Larsen *        2005      $35,000      -0-           -0-           -0-          -0-           -0-           -0-
President       2004      $35,000      -0-           -0-           -0-          -0-           -0-           -0-
------------- ---------- ---------- ---------- ---------------- ---------- --------------- ----------- ---------------
</TABLE>

* Mr. Larsen is no longer the  President of Ogden Golf,  but is the President of
our wholly owned  subsidiary.  In the year ended June 30,  2006,  $23,750 of the
salary was paid to Mr.  Larsen and the  balance was  accrued.  In the year ended
June 30, 2005,  $15,750 of the salary was paid to Mr. Larsen and the balance was
accrued.

Mark  A.  Scharmann,  the  current  president  of the  Ogden  Golf  received  no
compensation from Ogden Golf since its formation.

Options Grants in Last Fiscal Year

         There were no grants of stock options made during the fiscal year ended
June 30, 2006.

Stock Options Held at End of Fiscal 2006
----------------------------------------

         No  stock  options  or  stock  appreciation  rights  were  owned by our
officers and directors at June 30, 2006, the end of our last fiscal year.

Compensation of Directors

         We do not currently  compensate our directors for director  services to
the Company or our  subsidiary.  We  anticipate  that more  formal  compensation
arrangements with our directors will be finalized within the next fiscal year.

Employment Agreements
---------------------

         We  have  no  written   employment   agreements  with  our  management.
Currently, we are paying Paul Larsen, a director of Ogden Golf and president and
director of subsidiary, $35,000 per year.

Stock Option Plans and Other Incentive Compensation Plans
---------------------------------------------------------

          We have not adopted any option plans or other  incentive  compensation
plans as of the date of this filing.  We anticipate  that our Board of Directors
will, in the near future, adopt incentive  compensation plans to provide rewards
and incentives to our employees,  directors and agents.  We have not granted any
options to any person as of the date of this filing.

                                      -32-
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners
-----------------------------------------------

         The  following  table sets forth  information  regarding  shares of our
Common  Stock  beneficially  owned as of  October  20,  2006 by: (1) each of our
officers and  directors;  (ii) all officers and directors as a group;  and (iii)
each  person  known  by us to  beneficially  own  five  percent  or  more of the
outstanding shares of its common stock.

<TABLE>
<CAPTION>

 Name and Address of Beneficial Owner                  Shares Owned (1)
------------------------------------------------------ ------------------------------------
<S>                                                             <C>                <C>
Paul Larsen                                                     680,000            24.9 %
Douglas P. Morris (2)                                           732,500            26.8 %
Mark A. Scharmann (3)                                           332,500            12.2 %
Robert R. Petersen                                              30,000             1.1 %
Curtis Kaminska                                                 10,000              .4 %

All officers and Directors as a group (5 persons) (1)           1,785,000         65.2 %

Total Shares Issued                                             2,735,909        100%
</TABLE>

         (1) Represents common stock.

         (2)  Includes   732,500  shares  of  common  stock  owned  by  Hyacinth
Resources,  Inc., an affiliate of Mr. Morris. Hyacinth Resources, Inc. is a Utah
corporation owned by Mr. Morris and is used by Mr. Morris to make investments in
various ventures. It has no operations except for the ownership of securities.

         (3) Includes  280,000  shares of common  stock owned by  Scharmann  and
52,500  shares owned of record by  Roycemore  Corporation  and  affiliate of Mr.
Scharmann.  Mr. Scharmann is a shareholder of Roycemore Corporation and his wife
Rachel  Scharmann  is an  officer  of  Roycemore  Corporation.  Apart  from  Mr.
Scharmann's  involvement in both Ogden Golf and Roycemore Corporation,  there is
no affiliation between Ogden Golf and Roycemore Corporation.

Outstanding Options and Warrants
--------------------------------

         Except as disclosed in this paragraph,  we had no outstanding  warrants
as of October 20, 2006. In connection  with our public  offering which closed in
July 2005, we have agreed to sell to ACAP Financial, Inc., our underwriter,  for
a price of $100,  Warrants  ("Underwriter  Warrants") to purchase  shares of our
common stock (an amount  equal to 10% of the total shares sold by ACAP  pursuant
to this  offering).  The  Underwriter's  Warrants could not be exercised,  sold,


                                      -33-
<PAGE>

transferred, assigned or hypothecated until April 14, 2006, except that Warrants
to be acquired by the Underwriter may be assigned or transferred to the officers
of the Underwriter,  to participating  dealers that sell shares in the offering,
or to such participating dealers' officers. The Warrants will be exercisable for
a period of four years  commencing  April 14, 2006.  The  purchase  price of the
shares underlying the Warrants is $.83 per share during the exercise period. The
warrants carry certain registration rights.

Equity Compensation Plan Information
------------------------------------

         We have no Equity Compensation Plans.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

         In connection with our formation, Paul Larsen, a director of Ogden Golf
and  president and director of  subsidiary,  purchased the assets of an existing
retail golf shop from an unrelated  third party  through a  combination  of bank
debt and personal funds.  We acquired the assets  totaling  $188,517 and assumed
liabilities  totaling $142,047 in exchange for issuing Mr. Larsen 500,000 shares
of our common stock.

         In 2001, the Company loaned $12,480 to Paul Larsen,  our then president
and currently a director of Ogden Golf and president and director of subsidiary.
Such loan was due September 30, 2004 but has been extended to December 31, 2005.
No  interest  accrued on such loan prior to April 1, 2004 but  interest  accrues
from and after April 1, 2004 at the rate of five percent per annum.  The loan is
unsecured.  The  balance of this loan as of June 30,  2006 and June 30, 2005 was
$11,696 and $10,837 respectively.

         Paul  Larsen,  a director of Ogden Golf and  president  and director of
subsidiary, has personally guaranteed our loan from Barnes Bank.

         Hyacinth Resources, Inc., an affiliate of Douglas P. Morris, a director
of the Company,  purchased 70,000 shares of our Series A Preferred Stock from us
for $14,000.  The 70,000 shares of Series A Preferred  Stock were converted into
700,000 shares of our common stock.

         Mark A.  Scharmann,  an officer and director of the Company,  purchased
20,000  shares of our Series A Preferred  Stock from us for  $4,000.  The 20,000
shares of Series A Preferred  Stock were  converted  into 200,000  shares of our
common stock.

         Officers and  stockholders of Ogden Golf have made loans to Ogden Golf.
Each of these loans was payable on demand bore  interest at 10% per annum and is
unsecured.  The following chart provides  information  about those loans made by
officers directors and stockholders of Ogden Golf:

                                      -34-
<PAGE>
<TABLE>
<CAPTION>

           Lender                                 Date of Loan         Loan Amount
           ------------------------------------ -----------------  --------------------
<S>                                                 <C>            <C>
           Roycemore Corporation                    7/15/03        $        5,000
           Roycemore Corporation                    8/02/03        $        2,500
           Roycemore Corporation                    8/15/03        $       10,000
           Roycemore Corporation                    12/05/03       $        1,250
           Roycemore Corporation                    12/09/03       $        1,250
           Mark Scharmann                           1/24/04        $        1,000
           Mark Scharmann                           2/07/04        $        3,000
           Curtis Kaminska                          2/11/04        $        2,500
           Roycemore Corporation                    5/06/04        $        1,500
           Paul Larsen                              6/30/04        $        3,500
           Paul Larsen                              8/14/04        $        5,000
           Roycemore Corporation                    8/17/04        $        5,000
           Paul Larsen                              10/08/04       $        5,000
           Roycemore Corporation                    11/03/04       $        2,000
           Curtis Kaminska                          11/12/04       $        2,000
           Hyacinth Resources                       11/22/04       $        1,500
           Roycemore Corporation                    5/06/05        $        5,060
           Hyacinth Resources                       3/27/06        $        2,500
           Roycemore Corporation                    3/27/06        $        2,500
           Roycemore Corporation                    8/02/06        $        2,500
           Hyacinth Resources                       8/04/06        $        2,500
           Hyacinth Resources                       9/29/06        $        2,500
           Non-Management Shareholders           various dates     $       91,300
</TABLE>

ITEM 13.          EXHIBITS

         A.Exhibits

           Exhibit
           Number      Exhibit
           ----------- ---------------------------------------------------------

           1.1         Underwriter Warrant Agreement *
           3.1         Articles of Incorporation *
           3.2         Amendment to Articles of Incorporation *
           3.3         Bylaws *
           10.1        Promissory Note - Barnes Bank *
           10.2        Business Loan Agreement *
           10.3        Security Agreement *
           10.4        Promissory Note-Paul Larsen*
           14.1        Code of Ethics **
           31.1        Certificate
           31.2        Certificate
           32.1        Certificate
           32.2        Certificate

                 *  Previously filed in connection with  registration  statement
                    on Form SB-2
                **  Previously filed

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

Independent Auditors
         Spector & Wong has been reappointed to audit the consolidated financial
statements  of the  Company  for the year ending June 30, 2006 and to report the
results of their audit to the Audit  Committee of the Board of  Directors.  Fees
billed to the Company by Spector & Wong

                                           2005                 2006
                                      ------------         ------------
(1)      Audit Fees                   $     14,700         $     18,500
(2)      Tax Fees                     $        750         $        750
(3)      All Other Fees               $       --           $       --

     (1) Audit  fees  billed  to the  Company  by  Spector  & Wong  were for all
         professional  services  performed in  connection  with the audit of the
         Company's  annual  financial  statements and review of those  financial
         statements, reviews of our quarterly reports on Form 10-QSB. Audit fees
         during  the year  ended  June 30,  2006 also  included  audit  services
         related to our compliance  with Section 404 of the  Sarbanes-Oxley  Act
         regarding our internal controls over financial reporting.

     (2) Tax services  generally include fees for services  performed related to
         tax compliance, consulting services.

     (3) Spector & Wong did not bill the Company for other services  during 2006
         and 2005.

         We have no separate  audit  committee and our entire Board of Directors
acts as our  audit  committee.  All audit and  non-audit  services  and fees are
pre-approved by our Board of Directors.

         Effective May 6, 2003, the Securities and Exchange  Commission  adopted
rules that  require  that  before  Spector & Wong is engaged by us to render any
auditing or permitted non-audit related service, the engagement be:

     o   approved by our Audit Committee (Board of Directors); or

     o   entered  into  pursuant  to   pre-approval   policies  and   procedures
         established by the Board of Directors Committee,  provided the policies
         and procedures are detailed as to the particular service,  the Board of
         Directors is informed of each service, and such policies and procedures
         do not include  delegation of the Board of Directors'  responsibilities
         to management.

                                      -36-
<PAGE>

         Under the direction of Board of Director  Chairman,  Mark A. Scharmann,
our Board of Directors  pre-approves  all services  provided by our  independent
auditors.  All of the above  services and fees were reviewed and approved by the
Board of Directors either before or after the respective services were rendered.
The Board of Directors  has  considered  the nature and amount of fees billed by
Spector & Wong and  believes  that the  provision  of  services  for  activities
unrelated  to  the  audit  is  compatible  with   maintaining   Spector  &  Wong
independence.

                                   SIGNATURES

           In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934,  the  Registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        OGDEN GOLF CO. CORPORATION

Dated: September 14, 2007               By:      /s/ Mark A. Scharmann
                                        ---------------------------------------
                                                 Mark A. Scharmann
                                                  President
                                                 Principal Executive Officer
                                                 Principal Accounting Officer

Dated: September 14, 2007               By:      /s/ Robert R. Petersen
                                        ---------------------------------------
                                                 Robert R. Petersen
                                                 Secretary/Treasurer
                                                 Principal Financial Officer

         In accordance  with the  Securities  Exchange Act, this report has been
signed  below by the  following  persons  on  behalf of the  Company  and in the
capacities and on the dates indicated.

              Date                  Title            Signature
              --------------------- ---------------- --------------------------

              September 14, 2007    President and    /s/ Mark A. Scharmann
                                                     --------------------------
                                    Director         Mark A. Scharmann

              September 14, 2007    Sec/Treas/and    /s/ Robert R. Petersen
                                                     --------------------------
                                    Director         Robert R. Petersen

              September 14, 2007    Director         /s/ Paul Larsen
                                                     --------------------------
                                                     Paul Larsen

              September 14, 2007    Director         /s/ Curtis Kaminska
                                                     --------------------------
                                                     Curtis Kaminska




                                      -37-