**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**








**FORM
      10-KSB**








ý 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.
                employerincorporation
                or organization)
            
            identification
                No.)





1781
      Washington Blvd., Ogden, UT 84401


(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 ý 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 ý .


(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

















TABLE
      OF
      CONTENTS





Page





PART
                I
            2Item
                1. Description of Business
            2Item
                2. Properties
            5Item
                3. Legal Proceedings
            5Item
                4. Submission of Matters to a Vote of Security Holders
            5PART
                II
            6Item
                5. Market for the Registrant’s Common Stock and Related Security Holder
                Matters
            6Item
                6. Management’s Discussion and Analysis of Financial Condition and Results
                of Operation
            8Item
                7. Financial Statements
            13Item
                8. Changes and Disagreements with Accountants on Accounting and Financial
                Disclosure
            28Item
                8A. Controls and Procedures
            28Item
                8B. Other Information
            28PART
                III
            29Item
                9. Directors, Executive Officers, Promoters and Control Persons;
                Compliance with Section 16(a) of the Exchange Act
            29Item
                10. Executive Compensation
            31Item
                11. Security Ownership of Certain Beneficial Owners and
                Management
            32Item
                12. Certain Relationships and Related Party Transactions
            34Item
                13. Exhibits
            35Item
                14. Principal Accountant Fees and Services
            35





**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:




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





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


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





2


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


**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 Uintah 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.




4


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.




**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





**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
                  BidFiscal
                  Year Ended June 30, 2006First
                  Fiscal Quarter
              
              N/A
              
              N/ASecond
                  Fiscal Quarter
              
              $.50
              
              $.50Third
                  Fiscal Quarter
              
              $.65
              
              $.50Fourth
                  Fiscal Quarter
              
              $.55
              
              $.55Fiscal
                  Year Ended June 30, 2007First
                  Fiscal Quarter
              
              $.55
              
              $.55Second
                  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
                perShareholder
            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


**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


**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


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


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


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


**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


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
            14Balance
                Sheets
            15Statements
                of Operations
            16Statements
                of Changes in Stockholders’ Deficit
            17Statements
                of Cash Flows
            18Notes
                to Financial Statements
            19 -
                27








13


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








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


**OGDEN
      GOLF CO. CORPORATION**





**BALANCE
      SHEETS**





**As
                of June 30,**
            
            **2006**
            
            2005**ASSETS**Current
                AssetsCash
            
            **$**
            **9,558**
            
            $
            5,085Inventories
            
            
            **13,297**
            
            
            27,583Prepaid
                Insurance
            
            
            **540**
            
            
            546Loan
                to Officer
            
            
            **11,696**
            
            
            10,837Total
                Current Assets
            
            
            **35,091**
            
            
            44,051Property
                and Equipment, Net of Accumulated Depreciationof
                $16,406 and $13,684, respectively
            
            
            **92,400**
            
            
            94,135Investments
            
            
            **4,000**
            
            
            4,000Total
                Other Assets
            
            
            **4,000**
            
            
            4,000**TOTAL
                ASSETS**
            
            **$**
            **131,491**
            
            $
            142,186**LIABILITIES
                AND STOCKHOLDERS' DEFICIT**Current
                LiabilitiesAccounts
                Payable
            
            **$**
            **33,585**
            
            $
            32,509Accrued
                Expenses
            
            
            **62,833**
            
            
            40,585Unearned
                Income
            
            
            **1,320**
            
            
            1,080Credit
                Bankcard
            
            
            **19,132**
            
            
            36,337Notes
                Payable, Stockholders
            
            
            **26,100**
            
            
            113,800Current
                Portion of Long-term Debt
            
            
            **10,205**
            
            
            94,665Total
                Current Liabilities
            
            
            **153,175**
            
            
            318,976Long-term
                Debt
            
            
            **78,701**
            
            
            -Stockholders'
                DeficitSeries
                A Preferred Stock, $0.20 stated value, authorized 100,000shares;
                issued and outstanding none and 95,000 shares
            
            
            **-**
            
            
            19,000Common
                  Stock, no par value, authorized 100,000,000 shares; issued andoutstanding
                  2,735,909 and 1,238,500
            
            
            **415,284**
            
            
            171,970Paid-in
                Capital
            
            
            **4,846**
            
            
            4,846Accumulated
                Deficit
            
            
            **(520,515**
            **)**
            
            (372,606
            )Total
                Stockholders Deficit
            
            
            **(100,385**
            **)**
            
            (176,790
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT**
            
            **$**
            **131,491**
            
            $
            142,186








See
      Notes
      to Financial Statements


15


**OGDEN
      GOLF CO. CORPORATION**





**STATEMENTSOF
      OPERATIONS**





**For
                the Years Ended June 30,**
            
            
            **2006**
            
            
            2005Sales
            
            **$**
            **43,812**
            
            $
            59,453Cost
                of Sales
            
            
            **37,767**
            
            
            43,877**Gross
                Profit**
            
            
            **6,045**
            
            
            15,576Selling,
                General and Administrative Expenses
            
            
            **141,313**
            
            
            82,526**Operating
                Loss**
            
            
            **(135,268**
            **)**
            
            (66,950
            )Other
                Income (Expenses):Interest
                Income
            
            
            **541**
            
            
            132Interest
                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


**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
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Deficit
            
            TotalBalance
                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, 2005Balance
                at June 30, 2005
            
            
            95,000
            
            
            19,000
            
            
            1,238,500
            
            
            171,970
            
            
            4,846
            
            
            (372,606
            )
            
            (176,790
            )Conversion
                of Series A PreferredStock
                into Common Stock; 1 to 10
            
            
            (95,000
            )
            
            (19,000
            )
            
            950,000
            
            
            19,000Conversion
                of Notes Payable intoCommon
                Stock
            
            
            
            
            
            
            
            
            130,409
            
            
            39,123Issuance
                of Common Stock in Cash
            
            
            
            
            
            
            
            
            400,000
            
            
            180,091Issuance
                of Common Stock forAccrued
                Expenses
            
            
            
            
            
            
            
            
            17,000
            
            
            5,100Net
                Loss for the Fiscal YearEnding
                June 30, 2006
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (147,909
            )
            
            (147,909
            )**Balance
                at June 30, 2006**
            
            
            **-**
            
            **$**
            **-**
            
            
            **2,735,909**
            
            **$**
            **415,284**
            
            **$**
            **4,846**
            
            **$**
            **(520,515**
            **)**
            
            **(100,385**
            **)**















































See
      Notes
      to Financial Statements


17


**OGDEN
      GOLF CO. CORPORATION**





**STATEMENTS
      OF CASH FLOWS**





**For
                the years ended June 30,**
            
            **2006**
            
            2005**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**
            
            
            387Interest
                receivable on officer's loan
            
            
            **(549**
            **)**
            
            (487
            )Increase
                (Decrease) in:Accounts
                Payable and Accrued Expenses
            
            
            **29,447**
            
            
            28,216Unearned
                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
            
            
            **-**
            
            
            1,144Payments
                to Credit Bankcard
            
            
            **(17,205**
            **)**
            
            -Repayments
                of Long-term Debt
            
            
            **(5,759**
            **)**
            
            (10,552
            )Cash
                received from stockholders' loan
            
            
            **41,100**
            
            
            57,800Repayments
                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**
            
            $
            5,085Supplemental
                Disclosures of Cash Flow InformationInterest
                Paid
            
            **$**
            **8,524**
            
            $
            6,966Schedule
                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**
            
            **$**
            **-**





See
      Notes
      to Financial Statements





18


**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


**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


**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


**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


**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
            2005Building
                and improvements
            $
                96,600
            $
                96,600Equipment
            2,207
            1,219Land
            10,000
            10,000108,807
            107,819Less
                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
            
            2005Accrued
                salaries and payroll taxes
            $
                55,006
            
            $
                22,831Accrued
                professional fees
            7,000
            
            7,000Accrued
                interest
            727
            
            10,654Accrued
                income tax
            100
            
            100$
                62,833
            
            $
                40,585





23


**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:





As
                of June 30,2006
            2005Note
                payable to a bank, due in monthly installments of $850, including
                7.75%
                fixed interest rate, with a balloon payment due in December 2010.
                Secured
                by real property and equipment
            $
                88,906
            $
                94,666Less:
                current portion
            (10,205)
            (94,666)Long-term
                debt
            $
                78,701
            $
                -





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





24


**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


**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
            2005Deferred
                tax assets:Net
                operating loss carryforwards
            $
                189,125
            $
                131,982Contribution
                carryover
            764
            764Less:
                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
            2005Numerator:Net
                Loss
            $
                (147,909)
            $
                (84,538)Denominator:Weighted
                average common shares outstanding
            2,094,303
            1,233,500Basic
                and diluted net loss per share
            $
                (0.07)
            $
                (0.07)





26


**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


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





None.





**ITEM
      8A. CONTROLS AND PROCEDURES**





We
      maintain disclosure controls and procedures designed to ensure that information
      required to be disclosed in our reports filed under the Securities Exchange
      Act
      of 1934, as amended (the Exchange Act), is recorded, processed, summarized,
      and
      reported within the required time periods, and that such information is
      accumulated and communicated to our management, including our Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow for timely
      decisions regarding disclosure.





As
      required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation,
      with the participation of our President and Treasurer, of the effectiveness
      of
      our disclosure controls and procedures as of June 30, 2006. In connection with
      the completion of its audit of, and the issuance of its report on, our financial
      statements for the year ended June 30, 2006, Spector & Wong did not identify
      any deficiencies that existed in the design or operation of our internal control
      over financial reporting that it considers to be “material weaknesses.” The
      Public Company Accounting Oversight Board has defined a material weakness as
      a
“significant deficiency or combination of significant deficiencies that results
      in more than a remote likelihood that a material misstatement of the annual
      or
      interim financial statements will not be prevented or detected.”





There
      has
      been no change in our internal control over financial reporting during the
      fourth quarter ended June 30, 2006 that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting. Since the most recent evaluation date, there have been no significant
      changes in our internal control structure, policies, and procedures or in other
      areas that could significantly affect our internal control over financial
      reporting.





***The
      Sarbanes-Oxley Act of 2002 (the “Act”)*** imposed
      many requirements regarding corporate governance and financial reporting. One
      requirement under section 404 of the Act, beginning with our annual report
      for
      the year ended June 30, 2007, is for management to report on the Company’s
      internal controls over financial reporting and for our independent registered
      public accountants to attest to this report.





**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


**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
            PositionMark
                A. Scharmann
            48
            President/DirectorDouglas
                P. Morris
            51
            Vice
                President DirectorRobert
                R. Peterson
            51
            Secretary/Treasurer/DirectorPaul
                Larsen
            48
            Director
                and President of Ogden Discount GolfCurtis
                Kaminska
            48
            Director





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. 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 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.


29


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. Peterson.*** Mr.
      Peterson has been a director of the Company since August 2002. ****** He
      is
      also secretary/treasurer and director of our subsidiary, Ogden Discount Golf. ****** Mr.
      Peterson 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


**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:





SUMMARY
                COMPENSATION TABLELong
                Term CompensationAnnual
                Compensation
            Awards
            Payouts(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)Name
                and Principal Position
            Year
                Ended 6/30
            ($)
                Salary
            ($)
                Bonus
            Other
                Annual Compensation ($)
            Restrict
                Stock Awards ($)
            Option/SAR’s
                (#)
            LTIP
                Payouts ($)
            All
                Other Compensation ($)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-


31


***** 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. Larson 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.





**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.


32





Name
                and Address of Beneficial Owner
            Shares
                Owned (1)Paul
                Larsen
            680,000
            24.9
                %Douglas
                P. Morris(2)
            732,500
            26.8
                %Mark
                A. Scharmann(3)
            332,500
            12.2
                %Robert
                R. Peterson
            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%





(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, 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


33


**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
      current principal balance of this loan is $9,000.





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:





Lender
            Date
                of Loan
            
            Loan
                AmountRoycemore
                Corporation
            7/15/03
            
            $
            5,000Roycemore
                Corporation
            8/02/03
            
            $
            2,500Roycemore
                Corporation
            8/15/03
            
            $
            10,000Roycemore
                Corporation
            12/05/03
            
            $
            1,250Roycemore
                Corporation
            12/09/03
            
            $
            1,250Mark
                Scharmann
            1/24/04
            
            $
            1,000Mark
                Scharmann
            2/07/04
            
            $
            3,000Curtis
                Kaminska
            2/11/04
            
            $
            2,500Roycemore
                Corporation
            5/06/04
            
            $
            1,500Paul
                Larsen
            6/30/04
            
            $
            3,500Paul
                Larsen
            8/14/04
            
            $
            5,000Roycemore
                Corporation
            8/17/04
            
            $
            5,000Paul
                Larsen
            10/08/04
            
            $
            5,000


34


Lender
              Date
                  of Loan
              
              Loan
                  AmountRoycemore
                  Corporation
              11/03/04
              
              $
              2,000Curtis
                  Kaminska
              11/12/04
              
              $
              2,000Hyacinth
                  Resources
              11/22/04
              
              $
              1,500Roycemore
                  Corporation
              5/06/05
              
              $
              5,060Hyacinth
                  Resources
              3/27/06
              
              $
              2,500Roycemore
                  Corporation
              3/27/06
              
              $
              2,500Roycemore
                  Corporation
              8/02/06
              
              $
              2,500Hyacinth
                  Resources
              8/04/06
              
              $
              2,500Hyacinth
                  Resources
              9/29/06
              
              $
              2,500Non-Management
                      Shareholders
              various
                  dates
              
              $
              91,300





**ITEM
      13.**  **EXHIBITS**





A.  Exhibits




Exhibit
              Number
            Exhibit1.1
            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
            Certificate31.2
            Certificate32.1
            Certificate32.2
            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.







35


**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:





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





·
            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.





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.


36





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:
                October 31, 2006
            By:
                /s/ Mark A. ScharmannMark
                A. ScharmannPresidentPrincipal
                Executive OfficerPrincipal
                Accounting OfficerDated:
                October 31, 2006
            By:
                /s/ Robert R. PetersonRobert
                R. PetersonSecretary/TreasurerPrincipal
                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
            SignatureOctober
                31, 2006
            President
                and
            /s/
                Mark A. ScharmannDirector
            Mark
                A. ScharmannOctober
                31, 2006
            Sec/Treas/and
            /s/
                Robert R. PetersonDirector
            Robert
                R. PetersonOctober
                31, 2006
            Vice
                President
            /s/
                Douglas P. MorrisDirector
            Douglas
                P. MorrisOctober
                31, 2006
            Director
            /s/
                Paul LarsenPaul
                LarsenOctober
                31, 2006
            Director
            /s/
                Curtis KaminskaCurtis
                Kaminska











37