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

**Washington, D.C. 20549**

 

**FORM 10-KSB**

 

(                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

**For the fiscal year ended June 30, 2007**

 

OR

 

oTRANSITION REPORT PURSUANT TO                SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

**Commission file number 333-105075**

 

OGDEN GOLF CO. CORPORATION

**(Name of Small Business Issuer as specified in its                charter)**

 

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

 

1661 Lakeview Circle, Ogden, UT 84403

(Address of principal executive offices)

 

Issuer’s telephone no., including area code: (801)                399-3632

 

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. YesoNo (.

 

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-KSBo.

 

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

(not as of June 30, 2007)

 

The Issuer’s revenues for the fiscal year ended June 30, 2007                were $18,438.

 

As of December 1, 2007, there were 2,760,909 shares of the                Issuer’s common stock issued and outstanding of which 975,909 were held by                non-affiliates. As of December 1, 2007, there was no active market for the                Issuer’s common stock.

 

DOCUMENTS INCORPORATED BY REFERENCE: NONE

 

TABLE OF CONTENTS

 

Page

 

| PART I                                                                                                                                                                                | 2          |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|                                                                                                                                                                                  |       |
| Item 1. Description of Business                                                                                                                                                       | 2          |
|                                                                                                                                                                                  |       |
| Item 2. Properties                                                                                                                                                                    | 6          |
|                                                                                                                                                                                  |       |
| Item 3. Legal Proceedings                                                                                                                                                             | 6          |
|                                                                                                                                                                                  |       |
| Item 4. Submission of Matters to a Vote of Security                                Holders                                                                                            | 6          |
|                                                                                                                                                                                  |       |
| PART II                                                                                                                                                                               | 6          |
|                                                                                                                                                                                  |       |
| Item 5. Market for the Registrant’s Common                                Stock and Related Security Holder Matters                                                             | 6          |
|                                                                                                                                                                                  |       |
| Item 6. Management’s Discussion and Analysis                                of Financial Condition and Results of Operation                                                     |  

8  |
|                                                                                                                                                                                  |       |
| Item 7. Financial Statements                                                                                                                                                          | 13         |
|                                                                                                                                                                                  |       |
| Item 8. Changes and Disagreements with Accountants                                on Accounting and Financial Disclosure                                                              |  

28 |
|                                                                                                                                                                                  |       |
| Item 8A. Controls and Procedures                                                                                                                                                      | 28         |
|                                                                                                                                                                                  |       |
| Item 8B. Other Information                                                                                                                                                            | 28         |
|                                                                                                                                                                                  |       |
| PART III                                                                                                                                                                              | 29         |
|                                                                                                                                                                                  |       |
| Item 9. Directors, Executive Officers, Promoters and                                Control Persons; Compliance with Section 16(a) of the Exchange                                Act |  

29 |
|                                                                                                                                                                                  |       |
| Item 10. Executive Compensation                                                                                                                                                       | 31         |
|                                                                                                                                                                                  |       |
| Item 11. Security Ownership of Certain Beneficial                                Owners and Management                                                                                | 32         |
|                                                                                                                                                                                  |       |
| Item 12. Certain Relationships and Related Party                                Transactions                                                                                          | 33         |
|                                                                                                                                                                                  |       |
| Item 13. Exhibits                                                                                                                                                                     | 34         |
|                                                                                                                                                                                  |       |
| Item 14. Principal Accountant Fees and                                Services                                                                                                        |       |

 

1

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**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 previous fiscal year. Following the close of our previous 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 liquidated 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. |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------|

|   |
|--------|

2

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

                 

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

 

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

 

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

 

**Golf Store Marketing Strategy and Principal Market**

 

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

 

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

 

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

 

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

 

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

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**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 decreased significantly. We were 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 considered various business strategies and                alternatives. In 2006, we entered into an agreement to merge with InterPath                Pharmaceuticals, Inc., a Delaware corporation (“InterPath                Pharmaceuticals”). The merger was subject to numerous conditions, including                financing. The proposed merger was not completed and the parties terminated the                merger agreement.

**Proposed Transaction with Bio-Path**

 

On September 27, 2007, Ogden Golf entered into an Agreement and Plan                of Reorganization (the “Merger Agreement”) by and among Ogden Golf,                Bio-Path, Inc. (“Bio-Path”), a privately-held Utah corporation, and                Biopath Acquisition Corp. (“Merger Sub”), a Utah corporation which is a                wholly-owned subsidiary of Ogden Golf.

                 

Bio-Path is a development stage company founded in 2007, dedicated                to developing novel cancer therapeutics. Bio-Path was formed to raise capital to                acquire a license for drug technologies from MD Anderson Cancer Center (“MD                Anderson”), to fund the conducting of clinical and other trials for such                technologies and to commercialize such technologies. These technologies include                siRNA, which we are currently negotiating an exclusive license for a lead product                and nucleic acid delivery technology. Bio-Path’s business plan is to act                efficiently as an intermediate in the process of translating newly discovered drug                technologies into authentic therapeutic drugs candidates. Its strategy is to                selectively license potential drug candidates for certain cancers, and, primarily                utilizing the comprehensive drug development capabilities of MD Anderson, to                advance these candidates into initial human efficacy trials (Phase IIa), and                out-license each successful potential drug to a pharmaceutical company. Bio-Path                has negotiated two license agreements with MD Anderson. Bio-Path has raised more                than $2,000,000 in private transactions and is attempted to raise additional                capital prior to the time of the Merger.

                 

The closing of the Merger Agreement is subject to numerous                conditions and there can be no assurance that the Merger will be                completed.

                 

Upon closing of the merger transaction contemplated under the Merger                Agreement (the “Merger”), Merger Sub will be merged with and into                Bio-Path, and Bio-Path will survive as a wholly-owned subsidiary of Ogden Golf,                provided however, that we will change Ogden Golf’s name

 

4

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to Bio-Path Holdings, Inc. In addition, pursuant to the terms and                conditions of the Merger Agreement:

 

|   | **•** | The Merger is subject to the completion of a change                                of Ogden Golf’s name to Bio-Path Holdings, Inc., and its year                                end to December 31. |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

                 

|   | **•** | All of the shares of Bio-Path issued and outstanding                                immediately prior to the closing of the Merger will be converted                                into shares of Ogden Golf common stock based on a conversion ratio                                determined as set forth in the Merger Agreement by a formula that                                results in the security holders of Ogden Golf owning approximately                                5% of the fully-diluted capitalization following the merger and                                other transactions. |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

                 

|   | **•** | Each outstanding option or warrant to acquire                                Bio-Path capital stock will, upon closing of the Merger, be assumed                                by Ogden Golf and will thereafter be exercisable for shares of                                Ogden Golf common stock pursuant to their respective terms and                                conditions based on the conversion ratio set forth in the Merger                                Agreement. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

                 

|   | **•** | The composition of Ogden Golf’s board of                                directors will be determined prior to the closing of the Merger,                                provided, however, we anticipate that it will include Peter                                Nielsen, Dr. Thomas Garrison and Doug Morris. |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

                 

|   | **•** | The Merger Agreement contains customary                                representations and warranties, pre-closing covenants, and closing                                conditions, including approval of the Merger and related                                transactions. |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

                 

As of the date of the Merger Agreement and currently, there were no                material relationships between Ogden Golf, or its affiliates, and Bio-Path, other                than as contemplated by the Merger Agreement. Douglas P. Morris, an officer and                director of Bio-Path was formerly an officer and director of Ogden Golf. Mr. Morris                is a shareholder of Ogden Golf.

 

The foregoing description of the Merger Agreement does not purport                to be complete and is qualified in its entirety by reference to the complete text                of the Merger Agreement, which was filed as Exhibit 2.1 to a Form 8-K filed                announcing the Merger Agreement. If we do not complete the proposed Merger                transaction with Bio-Path, 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.

 

Douglas P. Morris, the vice president and a director of Bio-Path was                formerly an officer and director of Ogden Golf. Mr. Morris continues to be a                shareholder of Ogden Golf.. This could result in a conflict of interest for Mr.                Morris.

 

5

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Sycamore Ventures, LLC, Series 2 owns 2,339,181 shares of Bio-Path.                The owners of Sycamore Ventures, LLC, Series 2 include Douglas P. Morris, Dr. Tom                Garrison, Mark Scharmann (the president of Ogden Golf), David Knudson (a                shareholder of Ogden Golf) and Lori Hanley, a shareholder of Ogden Golf.

 

**Regulation and Environmental Compliance**

 

If we complete the propose transaction with Bio-Path, we will be                subject to numerous governmental regulations that are related to the medical                research business. If we do not acquire Bio-Path, 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 December 1, 2007, we had no full-time                                employees. |
|--------|---------------------------------------------------------------------------------------|

 

**ITEM 2. PROPERTIES**

 

|   | We have no properties, we use the office of our                                president for our facilities. |
|--------|--------------------------------------------------------------------------------------------------------------|

 

**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, 2007.

 

**PART II**

 

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

                 

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

                 

|   |                            |   | High Bid |   | Low Bid |   |
|--------|---------------------------------|--------|----------|--------|---------|--------|
|   | Fiscal Year Ended June 30, 2006 |   |     |   |    |   |
|   |                            |   |     |   |    |   |
|   | First Fiscal Quarter            |   | N/A      |   | N/A     |   |
|   | Second Fiscal Quarter           |   | $.50     |   | $.50    |   |
|   | Third Fiscal Quarter            |   | $.65     |   | $.50    |   |

 

 

6

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|   | Fourth Fiscal Quarter           |   | $.55   |   | $.55   |   |
|--------|---------------------------------|--------|--------|--------|--------|--------|
|   |                            |   |   |   |   |   |
|   | Fiscal Year Ended June 30, 2007 |   |   |   |   |   |
|   |                            |   |   |   |   |   |
|   | First Fiscal Quarter            |   | $.55   |   | $.55   |   |
|   | Second Fiscal Quarter           |   | $.75   |   | $.55   |   |
|   | Third Fiscal Quarter            |   | $.90   |   | $.61   |   |
|   | Fourth Fiscal Quarter           |   | $.61   |   | $.35   |   |
|   |                            |   |   |   |   |   |
|   | Fiscal Year Ended June 30, 2008 |   |   |   |   |   |
|   |                            |   |   |   |   |   |
|   | First Fiscal Quarter            |   | $.50   |   | $.35   |   |
|   | (Through September 30, 2007)    |   |   |   |   |   |

 

**Shares Issued in Unregistered Transactions**

 

During the fiscal year ended June 30, 2007 we issued shares of our                common stock in unregistered transactions. All of the following shares of common                stock issued were issued in non registered transactions in reliance on Section 4(2)                of the Securities Act of 1933, as amended (the “Securities Act”). The                shares of common stock issued were as follows:

 

|                        | Number    |   | Date of  | Price per |   |
|-----------------------------|-----------|--------|----------|-----------|--------|
| Shareholder                 | of Shares |   | Issuance | Share *   |   |
|                        |      |   |     |      |   |
| Northcliffe Consulting, LLC | 25,000    |   | 6/6/2007 | $.10      |   |
|                        |      |   |     |      |   |
| Total                       | 25,000    |   |     |      |   |

 

**Holders**

 

As of December 1, 2007 there were2,760,909shares of common stock outstanding                and approximately 75 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 |
|--------|------|

 

 

7

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**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.

 

**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.

 

8

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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 Uintah’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. The                merger was subject to numerous conditions, including financing. The proposed merger                was not completed and the parties terminated the merger agreement.

 

In September 2007, Ogden Golf entered into an Agreement and Plan of                Reorganization by and among Ogden Golf, Bio-Path, Inc., and Biopath Acquisition                Corp.

 

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

 

Subsequent to June 30, 2006, our fiscal year end, we terminated our                golf business operations and liquidated our assets.

 

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, 2007 resulted in a net loss of $52,545                compared to a net loss of $147,909 for the fiscal year ended June 30, 2006. The                Basic and Diluted Loss per Share for fiscal year 2007 and 2006 was $0.02 and $0.07                respectively. In fiscal year 2007, we discontinued our golf store operations and we                sold our real property. Accordingly, our operational revenues and expenses were                less than in fiscal year 2006 because we were not in operation for the entire year.                As a result of the sale of our real property, which house our offices and retail                operations, we had a one-time gain of $72,045. Details of changes in revenues and                expenses can be found below.

 

9

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**Revenues**

 

For the fiscal year ended June 30, 2007, we had total revenues from                operations of $18,438 down $25,374 or approximately 58% from revenues of $43,812                for fiscal year 2006. Our revenues decreased as a result of the termination of our                golf business operation.

 

**Cost of Goods Sold.**As a result of our                lower sales in fiscal 2007 compared to fiscal 2006, our cost of goods sold                decreased to $20,107 from $37,767.

 

**Operating Expenses.**Our operating                expenses in 2007 decreased to $107,444 from $141,313 in 2006, a decrease of                $33,869, or 24%. The decrease in general and administrative expenses is a result of                the termination of our golf business operation.

 

**Interest Expense.**We borrowed the funds                necessary to purchase the building in which our retail store was located. We sold                the building in fiscal year 2007. Interest expense consists of interest accrued on                the mortgage. We also incurred interest on the other short term debt. Interest was                $15,936 for the year ended June 30, 2007 compared to $13,082 for the year ended                June 30, 2006.

 

**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.

                 

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, 2007, we                have received loans from our officers and shareholders to fund our operating costs.                The loans were made in various amounts as needed. These loans bore interest at the                rate of 10% per annum, were unsecured and were due on demand. These loans have been                repaid with cash payments and with the issuance of shares of our common stock. A                summary of the loans is as follows:

 

| Lender                    | Date of Loan | Loan Amount |
|---------------------------|--------------|-------------|
|                      |         |        |
| Roycemore Corporation (2) | 7/15/03      | $5,000      |
| Roycemore Corporation (2) | 8/02/03      | $2,500      |
| Roycemore Corporation (2) | 8/15/03      | $10,000     |
| Roycemore Corporation (2) | 12/05/03     | $1,250      |

 

 

10

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| Roycemore Corporation (2)               | 12/09/03      | $1,250   |
|-----------------------------------------|---------------|----------|
| Mark Scharmann                          | 1/24/04       | $1,000   |
| Mark Scharmann                          | 2/07/04       | $3,000   |
| Curtis Kaminska                         | 2/11/04       | $2,500   |
| Roycemore Corporation (2)               | 5/06/04       | $1,500   |
| Paul Larsen                             | 6/30/04       | $3,500   |
| Paul Larsen                             | 8/14/04       | $5,000   |
| Roycemore Corporation (2)               | 8/17/04       | $5,000   |
| Paul Larsen                             | 10/08/04      | $5,000   |
| Roycemore Corporation (2)               | 11/03/04      | $2,000   |
| Curtis Kaminska                         | 11/12/04      | $2,000   |
| Hyacinth Resources (3)                  | 11/22/04      | $1,500   |
| Roycemore Corporation (2)               | 5/06/05       | $5,000   |
| Hyacinth Resources (3)                  | 3/27/06       | $2,500   |
| Roycemore Corporation (2)               | 3/27/06       | $2,500   |
| Mark Scharmann                          | 8/20/06       | $2,500   |
| Hyacinth Resources (3)                  | 8/04/06       | $2,500   |
| Hyacinth Resources (3)                  | 9/29/06       | $2,500   |
| Various Non-Management Shareholders (4) | various dates | $91,300  |
|                                    |          |     |
| Total Principal                         |          | $160,800 |

                 

(1) Officers and Directors of the Company

(2) An affiliate of our president Mark Scharmann

(3) An affiliate of our Director Douglas P. Morris

(4) Twenty-one non-management shareholders

 

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 $60,500 in principal and accrued interest of                approximately $8,300 as of December 1, 2007.

 

At June 30, 2007 we had total assets of $49,133 of which $32,879 was                cash. At June 30, 2006 we had total assets of $131,491 of which $9,558 was cash. As                of June 30, 2007 we had $60,600 plus accrued interest in loans from                shareholders.

 

Our total liabilities at June 30, 2007 were $189,563. At June 30,                2007, we had notes payable of $60,600 to shareholders. At June 30, 2006, our total                liabilities were $231,876.

 

Our stockholders’ equity at June 30, 2007 was a negative                $140,430 compared to stockholders’ equity at June 30, 2006 of a negative                $100,385.

 

11

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Cash provided by financing activities was approximately $107,527 for                the fiscal year ended June 30, 2006, and a negative $74,536 for the fiscal year                ended June 30, 2007. In 2007 and 2006, the cash provided by financing activities                resulted primarily from loans from shareholders and stock sales. These financing                activities were primarily stock sales in 2006 and loans from shareholders in                2007.

 

We have sustained losses of $52,545 and $147,909 for the years ended                June 30, 2007 and June 30, 2006, respectively. In addition, operating activities                have used cash of $101,756 and $64,913 for the years ended June 30, 2006, and 2007,                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. 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 Bio-Path 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 terminated our golf operations and liquidated our                assets.

 

**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

 

12

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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**.*

 

We have incurred significant operating losses since our inception.                At June 30, 2007, our accumulated deficit was $573,060. 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                administrative expenses. Our auditor(s report dated November 22, 2007 on our                financial statements for the year ended June 30, 2007 included a going concern                qualification which stated that there was substantial doubt as to our ability to                continue as a going concern.

 

| **ITEM 7.** | **FINANCIAL STATEMENTS** |
|-------------|--------------------------|

 

Index to Financial Statements

**Page**

 

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

 

 

 

13

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| Harold Y. Spector, CPA | **SPECTOR & WONG, LLP**  | 80 South Lake Avenue |
|------------------------|------------------------------|----------------------|
| Carol S. Wong, CPA     | Certified Public Accountants | Suite 723            |
|                   | (888) 584-5577               | Pasadena, Ca 91101   |
|                   | FAX (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, 2007 and 2006, 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, 2007 and 2006, 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 3to 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

November 22, 2007

 

14

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**OGDEN GOLF CO. CORPORATION**

 

**BALANCE SHEETS**

 

| **As of June 30,**                                                                                                                                                                    | **2007**      | 2006      |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|-----------|
| **ASSETS**                                                                                                                                                                            |
| Current Assets                                                                                                                                                                        |          |      |
| Cash                                                                                                                                                                                  | **$ 32,879**  | $ 9,558   |
| Inventories                                                                                                                                                                           | **-**         | 13,297    |
| Prepaid Insurance                                                                                                                                                                     | **-**         | 540       |
| Loan to Officer                                                                                                                                                                       | **12,254**    | 11,696    |
| Total Current Assets                                                                                                                                                                  | **45,133**    | 35,091    |
|                                                                                                                                                                                  |          |      |
| Property and Equipment, Net of Accumulated                                Depreciation

of $2,207 and $16,406, respectively                                                           | **-**         | 92,400    |
|                                                                                                                                                                                  |          |      |
| Investments                                                                                                                                                                           | **4,000**     | 4,000     |
| Total Other Assets                                                                                                                                                                    | **4,000**     | 4,000     |
|                                                                                                                                                                                  |          |      |
| **TOTAL ASSETS**                                                                                                                                                                      | **$ 49,133**  | $ 131,491 |
|                                                                                                                                                                                  |          |      |
| **LIABILITIES AND STOCKHOLDERS'                                DEFICIT**                                                                                                              |
| Current Liabilities                                                                                                                                                                   |          |      |
| Accounts Payable                                                                                                                                                                      | **$ 62,234**  | $ 33,585  |
| Accrued Expenses                                                                                                                                                                      | **66,729**    | 62,833    |
| Unearned Income                                                                                                                                                                       | **-**         | 1,320     |
| Credit Bankcard                                                                                                                                                                       | **-**         | 19,132    |
| Notes Payable, Stockholders                                                                                                                                                           | **60,600**    | 26,100    |
| Current Portion of Long-term Debt                                                                                                                                                     | **-**         | 10,205    |
| Total Current Liabilities                                                                                                                                                             | **189,563**   | 153,175   |
|                                                                                                                                                                                  |          |      |
| Long-term Debt                                                                                                                                                                        | **-**         | 78,701    |
|                                                                                                                                                                                  |          |      |
| Stockholders' Deficit                                                                                                                                                                 |          |      |
| Series A Preferred Stock, $0.20 stated value,                                authorized 100,000 shares;

issued and outstanding none and 95,000                                shares | **-**         | -         |
|                                                                                                                                                                                  |          |      |
| Common Stock, no par value, authorized 100,000,000                                shares; issued and

outstanding 2,760,909 and 2,735,909                                             | **427,784**   | 415,284   |
| Paid-in Capital                                                                                                                                                                       | **4,846**     | 4,846     |
| Accumulated Deficit                                                                                                                                                                   | **(573,060)** | (520,515) |
| Total Stockholders Deficit                                                                                                                                                            | **(140,430)** | (100,385) |
|                                                                                                                                                                                  |          |      |
| **TOTAL LIABILITIES AND STOCKHOLDERS'                                DEFICIT**                                                                                                        | **$ 49,133**  | $ 131,491 |

 

 

 

See                Notes to Audited Financial Statements

 

15

----

 

**OGDEN GOLF CO. CORPORATION**

 

**STATEMENTS OF OPERATIONS**

 

| **For the Years Ended June 30,**                                            | **2007**       | 2006        |
|-----------------------------------------------------------------------------|----------------|-------------|
| Sales                                                                       | **$ 18,438**   | $ 43,812    |
|                                                                        |           |        |
| Cost of Sales                                                               | **20,107**     | 37,767      |
|                                                                        |           |        |
| **Gross Profit (Deficit)**                                                  | **(1,669)**    | 6,045       |
|                                                                        |           |        |
| Selling, General and Administrative                                Expenses | **107,444**    | 141,313     |
|                                                                        |           |        |
| **Operating Loss**                                                          | **(109,113)**  | (135,268)   |
|                                                                        |           |        |
| Other Income (Expenses):                                                    |           |        |
| Gain on sale of building and land                                           | **72,045**     | -           |
| Interest Income                                                             | **559**        | 541         |
| Interest Expenses                                                           | **(15,936)**   | (13,082)    |
| Total Other Income (Expenses)                                               | **56,668**     | (12,541)    |
|                                                                        |           |        |
| **Net Loss Before Taxes**                                                   | **(52,445)**   | (147,809)   |
|                                                                        |           |        |
| Provision for Income Taxes                                                  | **100**        | 100         |
|                                                                        |           |        |
| **Net Loss**                                                                | **$ (52,545)** | $ (147,909) |
|                                                                        |           |        |
| Basic and Diluted Net Loss Per Share                                        | **$ (0.02)**   | $ (0.07)    |
|                                                                        |           |        |
| Weighted Average Number of Common Shares                                    | **2,737,992**  | 2,094,303   |

 

 

 

 

See                Notes to Audited Financial Statements

 

16

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**OGDEN GOLF CO. CORPORATION**

 

**STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT**

 

**For the Years Ended June 30, 2007 and 2006**

 

|                                                               | Preferred Stock | Common Stock | Paid-in       | Accumulated   |        |
|--------------------------------------------------------------------|-----------------|--------------|---------------|---------------|-------------|
|                                                               | Shares          | Amount       | Shares        | Amount        | Capital     | Deficit | Total |
|                                                               |            |         |          |          |        |   |   |
| Balance at June 30, 2005                                           | 95,000          | $ 19,000     | 1,238,500     | $ 171,970     | $ 4,846     | $ (372,606) | $ (176,790) |
|                                                               |            |         |          |          |        |   |   |
| Conversion of Series A Preferred

Stock into Common Stock; 1 to 10 | (95,000)        | (19,000)     | 950,000       | 19,000        |        |   | - |
|                                                               |            |         |          |          |        |   |   |
| Conversion of Notes Payable into

Common Stock                     |            |         | 130,409       | 39,123        |        |   | 39,123 |
|                                                               |            |         |          |          |        |   |   |
| Issuance of Common Stock in Cash                                   |            |         | 400,000       | 180,091       |        |   | 180,091 |
|                                                               |            |         |          |          |        |   |   |
| Issuance of Common Stock for

Accrued Expenses                     |            |         | 17,000        | 5,100         |        |   | 5,100 |
|                                                               |            |         |          |          |        |   |   |
| Net Loss for the Fiscal Year

Ending June 30, 2006                 |            |         |          |          |        | (147,909) | (147,909) |
| Balance at June 30, 2006                                           | -               | -            | 2,735,909     | 415,284       | 4,846       | (520,515) | (100,385) |
|                                                               |            |         |          |          |        |   |   |
| Issuance of Common Stock for

Services                             |            |         | 25,000        | 12,500        |        |   | 12,500 |
|                                                               |            |         |          |          |        |   |   |
| Net Loss for the Fiscal Year

Ending June 30, 2007                 |            |         |          |          |        | (52,545) | (52,545) |
| **Balance at June 30, 2007**                                       | **-**           | **$ -**      | **2,760,909** | **$ 427,784** | **$ 4,846** | **$ (573,060)** | **$ (140,430)** |

 

 

 

 

 

See                Notes to Audited Financial Statements   

17

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**OGDEN GOLF CO. CORPORATION**

 

**STATEMENTS OF CASH FLOWS**

 

| **For the years ended June 30,**                                                                 | **2007**       | 2006        |
|--------------------------------------------------------------------------------------------------|----------------|-------------|
| **Cash Flow from Operating                                Activities:**                          |           |        |
| Net Loss                                                                                         | **$ (52,545)** | $ (147,909) |
| Adjustments to Reconcile Net Loss to Net Cash Used                                in Operations: |           |        |
| Depreciation and amortization                                                                    | **1,675**      | 2,723       |
| Gain on sale of building and land                                                                | **(72,045)**   |        |
| Issuance of stock for services                                                                   | **12,500**     | -           |
| (Increase) Decrease in:                                                                          |           |        |
| Inventories                                                                                      | **13,297**     | 14,286      |
| Prepaids                                                                                         | **540**        | 6           |
| Interest receivable on officer's loan                                                            | **(558)**      | (549)       |
| Increase (Decrease) in:                                                                          |           |        |
| Accounts payable and accrued expenses                                                            | **33,543**     | 29,447      |
| Unearned Income                                                                                  | **(1,320)**    | 240         |
| **Net Cash Used in Operating                                Activities**                         | **(64,913)**   | (101,756)   |
|                                                                                             |           |        |
| **Cash Flow from Investing                                Activities**                           |           |        |
| Proceeds from sale of building and land                                                          | **162,770**    | -           |
| Addition to fixed assets                                                                         | **-**          | (988)       |
| Increase in loan to officer                                                                      | **-**          | (310)       |
| **Net Cash Provided by (Used in) Investing                                Activities**           | **162,770**    | (1,298)     |
|                                                                                             |           |        |
| **Cash Flow from Financing                                Activities:**                          |           |        |
| Additions to credit bankcard                                                                     | **-**          | -           |
| Payments to credit bankcard                                                                      | **(19,132)**   | (17,205)    |
| Repayments of long-term debt                                                                     | **(89,904)**   | (5,759)     |
| Cash received from stockholders' loan                                                            | **39,500**     | 41,100      |
| Repayments to stockholders' loan                                                                 | **(5,000)**    | (90,700)    |
| Proceeds from sale of stock                                                                      | **-**          | 180,091     |
| **Net Cash Provided by (Used in) Financing                                Activities**           | **(74,536)**   | 107,527     |
|                                                                                             |           |        |
| **Net Increase in Cash**                                                                         | **23,321**     | 4,473       |
|                                                                                             |           |        |
| Cash Balance at Beginning of Year                                                                | **9,558**      | 5,085       |
|                                                                                             |           |        |
| **Cash Balance at End of Year**                                                                  | **$ 32,879**   | $ 9,558     |
|                                                                                             |           |        |
| Supplemental Disclosures of Cash Flow                                Information                 |           |        |
| Interest paid                                                                                    | **$ 8,681**    | $ 8,524     |
|                                                                                             |           |        |
| Schedule of Noncash Investing and Financing                                Activities:           |           |        |
| Issuance of common stock for:                                                                    |           |        |
| Notes payable to stockholders and accrued                                interest                | **$ -**        | $ 39,123    |
| Accrued expenses                                                                                 | **-**          | 5,100       |
| Conversion of preferred stock                                                                    | **-**          | 19,000      |
|                                                                                             | **$ -**        | $ 63,223    |

 

See                Notes to Audited Financial Statements

 

18

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**OGDEN GOLF CO. CORPORATION**

**Notes to Audited 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.

 

During the year ended June 30, 2007, the Company ceased its                operations and liquidated its inventory below the cost.

 

**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING                POLICIES**

 

Use of EstimatesThe 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 RecognitionRevenue 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 EquivalentsFor 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 InstrumentsThe                carrying amounts of the financial instruments have been estimated by management to                approximate fair value.

 

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

 

Property and EquipmentProperty 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, 2007 and 2006 was $1,675 and $2,723,                respectively.

 

InvestmentThe 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

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**OGDEN GOLF CO. CORPORATION**

**Notes to Audited Financial Statements**

 

**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                (Continued)**

 

Income TaxesIncome 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 CostsAll costs associated                with advertising and promoting the Company’s goods and services are expensed                as incurred. Advertising expense for the years ended June 30, 2007 and 2006 was                none and $972, respectively.

 

Income (Loss) Per Common ShareThe                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 as the Company lacks of                dilutive items.

 

New Accounting Standards:In May 2007,                the FASB issued FASB Staff Position No. FIN 48-1 (“FSP 48-1”),*Definition of Settlement in FASB Interpretation No.                48*.  FSP 48-1 amended FIN 48 to provide                guidance on how an enterprise should determine whether a tax position is                effectively settled for the purpose of recognizing previously unrecognized tax                benefits.  FSP 48-1 required application upon the initial adoption of FIN                48.  The adoption of FSP 48-1 did not affect the Company’s                financial statements.

 

In February 2007, the Financial Accounting Standards Board                (“FASB’) issued Financial Accounting Standards (“FAS”) No.                159,*The Fair Value Option for Financial Assets and                Financial Liabilities - Including an amendment of FASB Statement No.                115*, which permits entities to choose to measure many                financial instruments and certain other items at fair value at specified election                dates. A business entity is required to report unrealized gains and losses on items                for which the fair value option has been elected in earnings at each subsequent                reporting date. This statement is expected to expand the use of fair value                measurement. FAS No.159 is effective for financial statements issued for fiscal                years beginning after November 15, 2007, and interim periods within those fiscal                years.

 

 

20

----

 

**OGDEN GOLF CO. CORPORATION**

**Notes to Audited Financial Statements**

 

**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                (Continued)**

 

In September 2006, the FASB issued FAS No. 157,*Fair Value Measurements*. FAS No. 157                defines fair value, establishes a framework for measuring fair value in generally                accepted accounting principles, and expands disclosures about fair value                measurements. This statement addresses how to calculate fair value measurements                required or permitted under other accounting pronouncements. Accordingly, this                statement does not require any new fair value measurements. However, for some                entities, the application of the statement will change current practice. FAS No.                157 is effective for the Company beginning January 1, 2008. The Company is                currently evaluating the impact of this standard.

 

In September 2006, the Securities and Exchange Commission ("SEC")                staff issued Staff Accounting Bulletin No. 108 ("SAB 108"),*Considering the Effects of Prior Year Misstatements when                Quantifying Misstatements in Current Year Financial Statements.*The stated purpose of SAB 108 is to provide consistency between how                registrants quantify financial statement misstatements.

 

Prior to the issuance of SAB 108, there have been two widely-used                methods, known as the "roll-over" and "iron curtain" methods, of quantifying the                effects of financial statement misstatements. The roll-over method quantifies the                amount by which the current year income statement is misstated while the iron                curtain method quantifies the error as the cumulative amount by which the current                year balance sheet is misstated. Neither of these methods considers the impact of                misstatements on the financial statements as a whole.

 

SAB 108 established an approach that requires quantification of                financial statement misstatements based on the effects of the misstatement on each                of the Company's financial statements and the related financial statement                disclosures. This approach is referred to as the "dual approach" as it requires                quantification of errors under both the roll-over and iron curtain                methods.

 

SAB 108 allows registrants to initially apply the dual approach by                either retroactively adjusting prior financial statements as if the dual approach                had always been used, or by recording the cumulative effect of initially applying                the dual approach as adjustments to the carrying values of assets and liabilities                as of January 1, 2006 with an offsetting adjustment recorded to the opening balance                of retained earnings.

 

The Company will initially apply SAB 108 using the cumulative effect                transition method in connection with the preparation of the annual financial                statements for the year ending June 30, 2007. The Company does not believe the                adoption of SAB 108 will have a significant effect on its financial                statements.

 

21

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**OGDEN GOLF CO. CORPORATION**

**Notes to Audited Financial Statements**

 

**NOTE 3- GOING CONCERN**

 

The Company's financial statements have been prepared on a going                concern basis, which contemplates the realization of assets and the settlement of                liabilities and commitments in the normal course of business. In the near term, the                Company expects operating costs to continue to exceed funds generated from                operations. As a result, the Company expects to continue to incur operating losses,                and the operations in the near future are expected to continue to use working                capital.

 

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, |     |
|--------|-------------------------------|----------------|----------|
|   |                          | 2007           | 2006     |   |
|   | Building and improvements     | $ -            | $ 96,600 |   |
|   | Equipment                     | 2,207          | 2,207    |   |
|   | Land                          | -              | 10,000   |   |
|   |                          | 2,207          | 108,807  |   |
|   | Less accumulated depreciation | (2,207)        | (16,407) |   |
|   |                          |           |     |   |
|   | Property and Equipment, net   | $ -            | $ 92,400 |   |

 

In March of 2007, the Company sold its building and the land                property for an aggregate of $162,770. The Company recorded a gain on the sale for                the amount of $72,045. A portion of the sale proceeds was utilized to pay off a                long term debt (See note 9).

 

**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, 2007 and 2006, the                loan balance was $12,254 and $11,696, respectively, including an interest                receivable of $559 and $542, respectively.

 

 

22

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**OGDEN GOLF CO. CORPORATION**

**Notes to Audited Financial Statements**

 

**NOTE 6 – ACCRUED EXPENSES**

 

As of June 30, 2007 and 2006, accrued expenses consisted of the                following:

 

|   |                               | As of June 30, |   |
|--------|------------------------------------|----------------|--------|
|   |                               | 2007           |   | 2006 |   |
|   | Accrued salaries and payroll taxes | $ 55,039       |   | $ 55,006 |   |
|   | Accrued professional fees          | 6,000          |   | 7,000 |   |
|   | Accrued interest                   | 5,590          |   | 727 |   |
|   | Accrued income tax                 | 100            |   | 100 |   |
|   |                               | $ 66,729       |   | $ 62,833 |   |
|   |                               |           |   |   |   |

 

**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, 2007. The outstanding balance on this credit                bankcard as of June 30, 2007 and 2006 was none and $19,132,                respectively.

 

**NOTE 8 – RELATED PARTY TRANSACTIONS**

 

The Company had notes payable to stockholders in the amounts of                $60,600 and $26,100 as of June 30, 2007 and 2006, respectively. The notes bear                interest at 10% per annum and due in demand. The accrued interest related to notes                payable to stockholders is $5,590 and $727 as of June 30, 2007 and 2006,                respectively.

 

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.

 

The balance of the accrued salaries, including related accrued                interest, was $55,039 and $51,742 as of June 30, 2007, and 2006,                respectively.

 

 

23

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**OGDEN GOLF CO. CORPORATION**

**Notes to Audited Financial Statements**

 

**NOTE 9 – LONG-TERM DEBT**

 

Long-term debt consisted of the following:

 

|   |                                                                                                                                                                                                                                                                               | As of June 30, |     |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------|----------|
|   |                                                                                                                                                                                                                                                                               | 2007           | 2006     |   |   |
|   | Note 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 |   |   |
|   |                                                                                                                                                                                                                                                                               |           |     |   |   |
|   | Less: current portion                                                                                                                                                                                                                                                              | -              | (10,205) |   |   |
|   |                                                                                                                                                                                                                                                                               |           |     |   |   |
|   | Long-term debt                                                                                                                                                                                                                                                                     | $ -            | $ 78,701 |   |   |

 

On                March 24, 2007, the Company paid off its long-term debt and accrued interest for                the total of $89,904.

 

**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.

 

24

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**OGDEN GOLF CO. CORPORATION**

**Notes to Audited Financial Statements**

 

**NOTE 11 – COMMON STOCKS**

 

On June 6, 2007, the Board of Directors of the Company approved the                issuance of 25,000 shares of Company’s common stocks to a service provider in                consideration of his services to the Company. The shares were valued and charged to                operations at a market quoted price of $0.50 per share or $12,500 of                total.

 

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 of common stock.

 

**NOTE 12 - INCOME TAX**

 

Provisions for income tax consist of a state minimum tax of $100 for                both years ended June 30, 2007 and 2006.

 

As of June 30, 2007, the Company has net operating loss                carryforwards, approximately of $553,375 to reduce future taxable income. To the                extent not utilized, the carryforwards will begin to expire through 2027. 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,  |      |
|--------|----------------------------------|-----------|-----------|
|   |                             | 2007      | 2006      |   |
|   | Deferred tax assets:             |      |      |   |
|   | Net operating loss carryforwards | $ 210,839 | $ 189,125 |   |
|   | Contribution carryover           | 764       | 764       |   |
|   | Less: valuation allowance        | (211,603) | (189,889) |   |
|   | Total net deferred tax assets    | $ -       | $ -       |   |

 

 

 

25

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**OGDEN GOLF CO. CORPORATION**

**Notes to Audited Financial Statements**

 

**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, |        |
|--------|---------------------------------------------------------------------------|--------------------------|-------------|
|   |                                                                      | 2007                     | 2006        |   |
|   | Numerator:                                                                |                     |        |   |
|   | Net Loss                                                                  | $ (52,545)               | $ (147,909) |   |
|   | Denominator:                                                              |                     |        |   |
|   | Weighted average common shares                                outstanding | 2,737,992                | 2,094,303   |   |
|   |                                                                      |                     |        |   |
|   | Basic and diluted net loss per share                                      | $ (0.02)                 | $ (0.07)    |   |

 

**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,                2007.

 

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.

 

26

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**OGDEN GOLF CO. CORPORATION**

**Notes to Audited Financial Statements**

                 

**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. As of June 30, 2007, the                subsidiary was inactive and none of the Company’s operations, assets or                liabilities had been transferred to the subsidiary.

 

**NOTE 17 – PLAN OF REORGANIZATION**

 

On November 27, 2006, the Company entered into an agreement and Plan                of Reorganization with InterPath Pharmaceuticals, Inc., a privately-held Delaware                corporation and certain shareholders of the Company. On April 23, 2007, the                agreement with InterPath Pharmaceuticals, Inc. was rescinded.

 

**NOTE 18 – SUBSEQUENT EVENT**

 

On September 27, 2007, the Company entered into an Agreement and                Plan of Reorganization with Bio-Path, Inc. a development stage company, and                privately-held Utah corporation.

 

 

27

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

 

None.

 

**ITEM 8A. CONTROLS AND PROCEDURES**

 

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

                 

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

                 

In addition, no changes in the Company’s internal control over                financial reporting occurred during the fiscal quarter ended June 30, 2007 that                materially affected, or are reasonably likely to materially affect, the                Company’s internal controls over financial reporting.

                 

**ITEM 8B. OTHER INFORMATION**

 

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

 

28

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**PART III**

 

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

 

**Identification of Directors and Executive Officers**

                 

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

 

| Name               | Age    | Position                                                                     |
|--------------------|--------|------------------------------------------------------------------------------|
|               |   |                                                                         |
| Mark A. Scharmann  | 49     | President/Director                                                           |
|               |   |                                                                         |
| Robert R. Petersen | 52     | Secretary/Treasurer/Director                                                 |
| Paul Larsen        | 50     | Director and President of Ogden Discount                                Golf |
| Curtis Kaminska    | 49     | Director                                                                     |

 

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

 

|   | Background information concerning the                                Company’s officers and directors is as follows: |
|--------|----------------------------------------------------------------------------------------------------------------------------|

 

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

 

***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

 

29

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paragraph and we do not anticipate that we will be affiliated with                any of these companies in the future. Mr. Scharmann graduated from Weber State                University in 1997 with a Bachelors of Integrated Studies with emphasis in                Business, Psychology and Health.

 

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

 

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

 

**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.

 

30

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**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 TABLE  |
|-----------------------------|
| Long Term Compensation      |
|                        |   | Annual 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                        | 2007 | $25,752 | -0- | -0- | -0- | -0- | $-0- | $-0- |
| Larsen *                    | 2006 | $35,000 | -0- | -0- | -0- | -0- | -0- | -0- |
| President                   | 2005 | $35,000 | -0- | -0- | -0- | -0- | -0- | -0- |

 

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

 

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, 2007. |
|--------|-----------------------------------------------------------------------------------------------------------------------|

 

**Stock Options Held at End of Fiscal 2007**

 

No stock options or stock appreciation rights were owned by our                officers and directors at June 30, 2007, the end of our last fiscal                year.

 

31

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**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, hourly on an as-needed basis.

 

**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 December 1, 2007 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.

 

| Name and Address of Beneficial Owner                                                 | Shares Owned (1) |   |   |
|--------------------------------------------------------------------------------------|------------------|--------|--------|
|                                                                                 |             |   |   |
| Paul Larsen                                                                          | 680,000          | 24.6 % |   |
| Mark A. Scharmann (2)                                                                | 332,500          | 12.0 % |   |
| Robert R. Petersen                                                                   | 30,000           | 1.1 %  |   |
| Curtis Kaminska                                                                      | 10,000           | .4 %   |   |
|                                                                                 |             |   |   |
| All officers and Directors as a group (4 persons)                                (1) | 1,052,500        | 38.1 % |   |
|                                                                                 |             |   |   |
| Hyacinth Resources, LLC                                                              | 732,500          | 26.5 % |   |
|                                                                                 |             |   |   |
| Total Shares Issued                                                                  | 2,760,909        | 100%   |   |

                 

|   | (1) Represents common stock. |
|--------|------------------------------|

 

(2) 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 an officer, director, and shareholder

 

32

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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 25, 2007. 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 |
|--------|--------------------------------------|

 

**ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY                TRANSACTIONS**

 

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

 

In 2001, the Company loaned $12,480 to Paul Larsen, our then                president and currently a director of Ogden Golf and president and director of                subsidiary. Such loan was due September 30, 2004 but has been extended to December                31, 2005. No interest accrued on such loan prior to April 1, 2004 but interest                accrues from and after April 1, 2004 at the rate of five percent per annum. The                loan is unsecured. The balance of this loan as of June 30, 2007 and June 30, 2006                was $12,254 and is $11,696 respectively.

 

Paul Larsen, a director of Ogden Golf and president and director of                subsidiary, personally guaranteed our loan from Barnes Bank. The loan was repaid                upon the sale of our building.

 

Hyacinth Resources, Inc., an affiliate of Douglas P. Morris, a                former director and officer 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.

 

33

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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 Amount |
|-----------------------------|---------------|--------|-------------|
|                        |          |   |        |   |   |
| Roycemore Corporation       | 7/15/03       |   | $           | 5,000 |   |
| Roycemore Corporation       | 8/02/03       |   | $           | 2,500 |   |
| Roycemore Corporation       | 8/15/03       |   | $           | 10,000 |   |
| Roycemore Corporation       | 12/05/03      |   | $           | 1,250 |   |
| Roycemore Corporation       | 12/09/03      |   | $           | 1,250 |   |
| Mark Scharmann              | 1/24/04       |   | $           | 1,000 |   |
| Mark Scharmann              | 2/07/04       |   | $           | 3,000 |   |
| Curtis Kaminska             | 2/11/04       |   | $           | 2,500 |   |
| Roycemore Corporation       | 5/06/04       |   | $           | 1,500 |   |
| Paul Larsen                 | 6/30/04       |   | $           | 3,500 |   |
| Paul Larsen                 | 8/14/04       |   | $           | 5,000 |   |
| Roycemore Corporation       | 8/17/04       |   | $           | 5,000 |   |
| Paul Larsen                 | 10/08/04      |   | $           | 5,000 |   |
| Roycemore Corporation       | 11/03/04      |   | $           | 2,000 |   |
| Curtis Kaminska             | 11/12/04      |   | $           | 2,000 |   |
| Hyacinth Resources          | 11/22/04      |   | $           | 1,500 |   |
| Roycemore Corporation       | 5/06/05       |   | $           | 5,060 |   |
| Hyacinth Resources          | 3/27/06       |   | $           | 2,500 |   |
| Roycemore Corporation       | 3/27/06       |   | $           | 2,500 |   |
| Roycemore Corporation       | 8/02/06       |   | $           | 2,500 |   |
| Hyacinth Resources          | 8/04/06       |   | $           | 2,500 |   |
| Hyacinth Resources          | 9/29/06       |   | $           | 2,500 |   |
| Paul Larsen                 | 10/31/06      |   | $           | 5,000 |   |
| Non-Management Shareholders | various dates |   | $           | 117,300 |   |

 

 

| **ITEM 13.** | **EXHIBITS** |
|--------------|--------------|

 

|   | A. | Exhibits |
|--------|----|----------|

|   | Exhibit

Number |  

Exhibit                 |   |
|--------|-----------------|---------------------------------|--------|
|   |            |                            |   |
|   | 1.1             | Underwriter Warrant Agreement * |   |

 

 

34

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

 

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

** Previously filed

                 

**ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES**

 

**Independent Auditors**

Spector & Wong has been reappointed to audit the consolidated                financial statements of the Company for the year ending June 30, 2007 and to report                the results of their audit to the Audit Committee of the Board of                Directors.

 

**Fees billed to the Company by Spector & Wong**

 

|   |           |   | **2007** |   |   | **2006** |
|--------|----------------|--------|----------|--------|--------|----------|
| (1)    | Audit Fees     | $      | 19,000   |   | $      | 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, 2007 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 2007. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------|

                 

We have no separate audit committee and our entire Board of                Directors acts as our audit

 

35

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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

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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:   December 1,                                2007 | By:      /s/ Mark A.                                Scharmann  |
|--------------------------------------------------------------------|-----------------------------------------------------------------------------------------|
|                                                               | Mark A. Scharmann                                                                       |
|                                                               | President                                                                               |
|                                                               | Principal Executive Officer                                                             |
|                                                               | Principal Accounting Officer                                                            |
|                                                               |                                                                                    |
| Dated:   December 1,                                2007 | By:      /s/ Robert R.                                Petersen |
|                                                               | Robert R. Petersen                                                                      |
|                                                               | Secretary/Treasurer                                                                     |
|                                                               | Principal Financial Officer                                                             |

 

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

 

|   | Date             | Title         | Signature              |
|--------|------------------|---------------|------------------------|
|   |             |          |                   |
|   | December 1, 2007 | President and | /s/ Mark A. Scharmann  |
|   |             | Director      | Mark A. Scharmann      |
|   |             |          |                   |
|   | December 1, 2007 | Sec/Treas/and | /s/ Robert R. Petersen |
|   |             | Director      | Robert R. Petersen     |
|   |             |          |                   |
|   | December 1, 2007 | Director      | /s/ Paul Larsen        |
|   |             |          | Paul Larsen            |
|   |             |          |                   |
|   | December 1, 2007 | Director      | /s/ Curtis Kaminska    |
|   |             |          | Curtis Kaminska        |

 

 

 

 

 

 

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