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


**Washington,
      D.C. 20549**








**FORM
      10-KSB**








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


SECURITIES
      EXCHANGE ACT OF 1934


**For
      the fiscal year ended June 30, 2005**





OR





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


SECURITIES
      EXCHANGE ACT OF 1934


**Commission
      file number 333-105075**








OGDEN
      GOLF CO. CORPORATION


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





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





1781
      Washington Blvd., Ogden, UT 84401


(Address
      of principal executive offices)





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





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





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





Check
      whether the Issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days. Yes ý No  ̈ .





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





The
      Issuer’s revenues for the fiscal year ended June 30, 2005 were
      $59,453.00.





As
      of
      September 30, 2005, there were 1,773,500 shares of the Issuer’s common stock
      issued and outstanding of which 888,500 were held by non-affiliates. As of
      September 30, 2005, there was no active market for the Issuer’s common
      stock.





DOCUMENTS
      INCORPORATED BY REFERENCE: NONE




















TABLE
      OF
      CONTENTS





Page





PART
                I
            2Item
                1. Description of Business
            2Item
                2.Properties
            10Item
                3. Legal Proceedings
            10Item
                4.Submission of Matters to a Vote of Security
                Holders
            10PART
                II
            10Item
                5. Market for the Registrant’s Common Stock and
                Related Security Holder Matters
            10Item
                6. Management’s Discussion and Analysis of
                Financial Condition and Results of Operation
            13Item
                7. Financial Statements
            22Item
                8.Changes and Disagreements with Accountants on
                Accounting and Financial Disclosure
            36Item
                8A.Controls and Procedures
            36Item
                8B. Other Information
            37PART
                III
            37Item
                9.Directors, Executive Officers, Promoters and
                Control Persons; Compliance with Section 16(a) of the Exchange
                Act
            37Item
                10. Executive Compensation
            40Item
                11. Security Ownership of Certain Beneficial
                Owners and Management
            41Item
                12. Certain Relationships and Related Party
                Transactions
            42Item
                13.Exhibits
            44Item
                14. Principal Accountant Fees and
                Services
            44


1


**PART
      I**





**ITEM
      1.DESCRIPTION OF BUSINESS**





**General**





Ogden
      Golf Co. Corporation (“Ogden Golf”, “us”, or “we”) is a retailer of brand-named
      golf clubs, bags, apparel, and accessories merchandise in its Ogden, Utah retail
      location. In addition, we offer custom golf club-making, fitting, repair, and
      tune-up services to our customers throughout Northern Utah. Our retail business
      is 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.





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 are required to 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 is to increase our advertising and
      marketing efforts in Ogden and in surrounding areas. We anticipate that we
      will
      continue to operate at a loss for the foreseeable future. Our current plans
      include direct mailing, newspaper advertising and the development of a website
      through which we can potentially increase our customer bases both in Ogden
      and
      in surrounding areas in northern Utah, southern Idaho and southwestern
      Wyoming.





**The
      Golf Industry in the United States**





***Market
      Size and Growth Characteristics.*** Based on
      a study by the National Sporting Goods Association®, or NSGA, retail sales of
      new golf equipment grew from $2.5 billion to $3.9 billion, or
      at a
      compound annual rate of 4.6%, from 1991 to 2001. However, retail sales of new
      golf equipment and accessories declined from approximately $3.9 billion
      in
      2001 to $3.3 billion in 2002 and were estimated to remain at approximately
      $3.3
      billion in 2003. The number of golf rounds played also declined in 2002.
       The popularity of golf, as well as golf equipment sales, has been,
      and is
      expected to be, influenced by the following factors:





***Favorable
      Demographic Trends.*** The
      aging of the huge baby boomer population segment will continue to have a
      positive impact on golf equipment spending. Research by the National Golf
      Foundation®, or NGF®, shows that golfers 45 and older represent 39% of the
      golfer population yet account for 47% of golf-related spending.





2


***Growth
      in Golf Course Facilities.*** Whereas
      there was significant growth in the early 1990s in new course development,
      new
      courses are opening at a decreasing rate as the market adjusts to participation
      levels. According to the Golf 20/20 Industry Report, the rate of new course
      openings in the years 2000 to 2002 went from 3.2% to 2.3% to 1.5% in 2002,
      resulting in a total of approximately 15,800 regulation golf courses (at least
      nine regulation holes) in the United States at the end of 2002. Most of this
      growth has been attributable to new public or daily fee courses, which now
      represent over 70% of all golf course facilities, significantly improving access
      to the game. The growth of alternative facilities including driving ranges,
      par
      3 courses, and other golf learning centers has also improved access to the
      game.





***Industry
      Initiatives.*** Over
      the
      past few years, there have been numerous initiatives supported by the PGA of
      America, LPGA, USGA®, World Golf Foundation, and others to increase golf participation.
      These include programs such as "The First Tee," designed to introduce golf
      to
      juniors, "First Lesson Free," offering discounted or free introductory lessons
      to beginning golfers, "Link Up 2 Golf," and over 70 "Nike Golf Learning
      Centers," designed to attract, develop, and retain golfers.





** ***Increased
      Visibility.*** Visibility of golf and golf equipment has been enhanced by increased media
      coverage of PGA events, greater exposure on television, including The Golf
      Channel®, an increased number of tour and special events and outings, and the
      emergence of superstars such as Tiger Woods and Annika Sorenstam. In addition,
      advertising and promotions by equipment manufacturers have increased, and
      high-profile, sporting-goods manufacturers, such as Nike, have entered the
      golf
      equipment market.





***Significant
      Technological Advances in Golf Equipment.*** **** Over
      the past ten years, there have been significant technological advances in club
      head and shaft construction, design, and materials. The continuous introduction
      of this improved technology, together with advertising and promotions by
      equipment manufacturers emphasizing the importance of equipment to one's game,
      has encouraged golfers to change equipment frequently.





The
      National Golf Foundation reports substantial information related to the business
      of golf each year and provides interested persons with answers to several
      frequently asked questions about the game and business of golf in the United
      States. Certain statistical information regarding the number of golfers and
      the
      growth of golf in the U.S. from 1986 through 1999 and how much those golfers
      spend on golf are provided below:





·
            There
                are approximately 26.2 million golfers age 18 and over in the
                U.S.





·
            Approximately
                6.3 million are avid golfers; i.e., they play 15 or more rounds per
                year.





·
            More
                than 45% of all U.S. golfers (11.9 million) are between the ages
                of 18 and
                39. Seniors (age 50 and over) comprise another 33% or 8.6 million.
                The
                rest of the golfer population falls into the forty-something and
                Junior
                (age 12-17) categories at 21% and 8%,
                respectively.





·
            Today’s
                typical golfer is male, just over 40 years old, has a household income
                of
                $71,558 and plays 22 rounds per
                year.


3





·
            Female
                golfers make up 22% (5.76 million) of the U.S. golfer population,
                up from
                4.6 million in 1986.





·
            Women
                spend about $6 billion on golf merchandise and playing
                fees.





·
            The
                average woman golfer is 42 years old, has an average household income
                of
                $70,541, and play 18 rounds per
                year.





·
            Since
                1986 the number of golfers has increased 34%, from 19.9 million to
                26.7
                million.





·
            Since
                1986, the number of women playing golf has risen 11%, from 4.6 million
                to
                5.1 million.





·
            Since
                1986, the number of junior golfers has increased 43% to 2.1 million.





·
            The
                number of golf courses in the U.S. has increased 28% since 1986,
                from
                13,353 to 17,108 courses.





·
            About
                30% of the courses built over the past five years have been additions
                to
                existing facilities.





·
            The
                rate of new golf course construction has increased significantly
                over the
                past 15 years, from an average of about 150 a year to more than 400
                a
                year.





·
            Since
                1986, overall golfer spending in the U.S. on fees and equipment has
                grown
                from $7.8 to $22.2 billion.





·
            Golfers
                spent $24.3 billion in 2002 on equipment and fees.





·
            They
                spent $19.7 billion on green fees and dues in 2002, and $4.7 billion
                on
                golf club purchases.





·
            Avid
                golfers (25+ rounds annually) make up the smallest player segment
                (23%),
                but accounted for 53% of all golf-related spending in
                1999.





*Retail
      Channels of Distribution* .
      The
      retail channel for new golf clubs is highly competitive and fragmented.
      According to the NGF, the primary channel is the specialty golf store,
      accounting for 44% of the retail market, followed by golf course pro-shops
      (28%), full-line sporting goods stores (11%), mass merchants (7%), catalogs
      (5%), the internet (4%), and other (1%).   While specialty golf
      retailers have by far the largest market share, this channel is highly
      fragmented, with the top ten golf retail chains accounting for an estimated
      25%
      of the total number of retail outlets in the U.S. Most of these chains are
      regional, many are franchised, and all are privately held. The
      national Golf Foundation website is at www.ngf.org/faq.


4





The
      foregoing factors have been key to the golf industry’s growth over the past
      several years. Individual participant interest in golf and the money spent
      enjoying the game have helped fuel an industry that accounts for over $22.2
      billion in sales annually. The golf industry’s past growth had fostered many new
      businesses to support that growth. Notwithstanding growth in the golf industry
      since 1986, during the last two years, the golf industry’s revenues have not
      increased significantly. On March 20, 2003, the National Golf Foundation
      reported that the total rounds of golf played dropped 3% in 2002 as compared
      to
      2001. It was further reported that during the same period there was a lack
      of
      growth in the number of golfers. Merchandise sales at golf facilities (courses)
      decreased from $2.19 billion in 2001 to $2.17 billion in 2002.





**Merchandise
      and Services**





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





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





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





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





In
      addition, we offer custom golf club-making, fitting, repair, and tune-up
      services. In connection with these services, we sell individual club components,
      including club heads, shafts, and grips. We offer reshafting, head changes
      and
      repairs for broken shafts and damaged club heads. Because we believe that custom
      fitted clubs allow golfers to shoot lower scores, we take club-making and
      fitting very seriously. We believe that we can enhance our business by focusing
      our business on the custom club-making and fitting aspects because we have
      greater control over the cost of our custom products and services than we have
      over other brand-named products we might offer our customers.





We
      purchase a variety of components to custom build clubs or repair clubs. We
      build
      custom clubs with dynamics that work within a golfer’s swing and we do not
      expect golfers to try to change swings to match the clubs. We assemble our
      custom clubs to meet existing swing dynamics. In doing so, we utilize 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 is 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.





5


2.  Static
      fitting is generally our first step in club fitting. Physical measurements
      and
      estimated club yardages vary between all golfers. Sometimes players of the
      same
      height may require different club lengths and lie angles. Lie angle is the
      angle
      between the sole of the club and the golfers hands and is generally measured
      in
      terms of standard angle, flat angle or upright angle. Players with longer arms
      have shorter wrist to floor measurements, which generally results in a flatter
      lie angle for the custom built club. Players with shorter arms have a longer
      wrist to floor measurement which generally results in a more upright lie angle
      for the custom built club. Static fitting also relies on an evaluation of the
      golfer’s current golf game, equipment, and goals; however, we do not perform an
      individual analysis of swing dynamics. Benefits of our custom club-making
      services can include:





·
            A
                golfer receives clubs built to his or her specifications at reasonable
                prices.





·
            A
                golfer receives clubs with matching flex, torque, kick points, and
                swing
                weighting*.





·
            A
                golfer receives 100% lifetime guarantee of
                workmanship.





·
            A
                golfer receives consultation and analysis of his or her game, clubs,
                grip
                and swing.





·
            A
                golfer can achieve lower scoring with clubs built specifically for
                his
                swing style and speed.





*Flex
      refers to the ability of a golf shaft to bend as forces are applied to it during
      the swing. Those forces are generated by the type of swing that a golfer has
      -
      fast or slow, smooth or jerky. There are five basic ratings for shaft flex:
      Extra Stiff, Stiff, Regular, Senior, and Ladies flex. Having a flex that doesn't
      match the needs of your swing will result in the clubface being misaligned
      at
      impact, causing your shots to go off target. Shaft flex impacts, either directly
      or indirectly, the accuracy, trajectory, and distance of a golfer’s
      shot.





*Torque
      is a measure of how much a force acting on an object causes that object to
      rotate. The object rotates about an axis, which we will call the pivot point.
      The shaft is the object that is rotating within the club head (The pivot
      point).





*Kick
      Points- When a golf shaft is flexed, there is one point along its length that
      becomes the most bent. It's the place where the radius of curvature is the
      shortest. This is called the "kick point" and it is not the same for all shafts.
      The taper of a shaft and its internal construction determine where the kick
      point will be. The significance of the kick point is how it affects trajectory.
      The kick point acts as a hinge. If the kick point is low on a club, the head
      will hinge around a shorter radius and the head will pivot skyward faster during
      impact, resulting in a ball that will take a higher initial trajectory than
      if
      the kick point was located further up the shaft.





6


*Swing
      Weighting- Whereas a club's total weight refers to how much it weighs when
      placed on a scale, a club's swing weight refers to how light or heavy if feels
      to swing. Swing weight is determined by the ratio of weight concentrated in
      both
      ends of the club. The clubhead end is always heavier than the grip end. Swing
      weight is identified using a letter combined with a number, e.g. C-3 and D-1;
      the higher each one is, the heavier the swing weight. For example, a club
      measuring C-5 has a heavier swing weight than C-4; and a club measuring D-1
      is
      heavier than a C-5. Drivers are usually balanced around D-2 for men while wedges
      are usually heavier, around a D-5. Drivers for women are usually around a C-5
      swing weight.





**Marketing
      Strategy and Principal Market**





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





1.  Continue
      to 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
      do not
      currently intend to open additional retail outlets.





**Geographical
      Expansion**





We
      are
      located in Ogden, Utah, which is approximately 45 miles from Salt Lake City.
      Ogden is the largest city in Utah north of Salt Lake City. Ogden is
      approximately 30 miles from Logan, Utah, 60 miles from the Idaho-Utah state
      line
      and 40 miles from the Wyoming-Utah state line. Additionally, Ogden is
      approximately 20 miles south of Brigham City, Utah. Each of these communities
      and areas are comprised of towns smaller than Ogden but in many of these
      communities there are 9 or 18 hole golf courses. In general, there is a lack
      of
      specialty retail golf shops in these areas. We do not believe that there are
      any
      national discount golf stores in these areas.





We
      believe that with increased advertising in each of these areas, we will be
      able
      to expand our customer base into each of these areas. We intend through
      traditional advertising as well as through developing an internet presence,
      golfers in these area can be attracted as customers. We do not believe there
      are
      any national discount retail golf stores in these areas. Typically, golf pro
      shops located at golf courses do not offer an extensive product line. We believe
      that our product line, prices and technical repair services will be an attract
      alternative for customers living in these areas. Therefore, we believe that
      by
      increasing awareness of our business within these areas, it can result in
      increased customer base and increased revenues. Prior to this offering, we
      have
      not had adequate capital to expand our advertising and marketing efforts into
      these areas.


7


Because
      of the recent opening of a competing retail store within six miles from our
      store we are unable to determine if our previous plans of geographical expansion
      will be viable.





**Web
      Site Development**





We
      have
      recently commenced efforts to develop a website.  Through
      our website, we hope to expand our market presence. We will attempt to develop
      a
      website that will be user friendly and easy to navigate. Through our website,
      we
      will advertise golf-related products.





We
      have
      not conducted any market studies regarding a potential website and do not know
      for certain that a website that will increase our business presence in our
      market or our revenues. After our website is operational, we plan to focus
      next
      on expanding the scope of our Internet presence. We hope to achieve such
      expansion by registering with major search engines with the goal of placing
      our
      website at the top of search results. This typically requires pre-funding with
      certain search engines. We may not have adequate financial resources to conduct
      such registration. We also intend to expand the popularity of our website by
      improving its features. Specifically, we hope to continually expand our product
      offerings as well as the services we provide. We believe that we can increase
      the number of visitors to our proposed website by providing products desired
      by
      customers and insightful, interesting information and services.





The
      intent of the web site will be to quickly and efficiently showcase available
      merchandise and service, and provide telephone contact information to potential
      purchasers. Should our efforts succeed, our web site may be expanded and
      developed into an e-commerce site that will eventually enable our customers
      to
      purchase merchandise. However, the costs associated with the development of
      an
      e-commerce web site are substantial, and we do not intend to expand the website
      to accommodate actual purchases through the website until sales revenues are
      established and substantial additional funds are raised.





**Advertising
      and Marketing** .





We
      intend
      to promote the products we sell and services we provide with advertising,
      posters, direct mail, and special offer flyers to our customers. We intend
      to
      attempt to advertise the products and services in local newspapers and other
      publications and other websites that are already known to golfing consumers.
      We
      hope to promote our website as a convenient way for golfers to research and
      purchase golfing equipment and accessories.





**Purchasing
      of Merchandise and Inventory**





Our
      merchandise is obtained from numerous manufacturers and suppliers, based on
      purchase orders for specific products and quantities. We purchase either
      directly from manufacturers, through buying groups or from manufacturer
      representatives. We do not have any long-term supply agreements although certain
      suppliers require minimum purchase commitments. In addition, we do not believe
      that we are dependent on any one supplier and that there are alternate sources
      available.





8


In
      connection with our retail sale of merchandise, certain manufacturers of
      brand-named products do prohibit us from advertising their products at a
      discounted price. There is no assurance that these brand-named manufacturers
      will supply us with merchandise as needed. We believe it is important to our
      business to continue to offer brand-named products to our customers. Our
      experience with suppliers is that golf clubs, other equipment and components
      are
      readily available on the time table in which we request delivery from
      manufacturers, manufacturer representatives and other suppliers. From
      time-to-time a new “hot” product hits the market and our orders are put on back
      order. This does not happen often and has not created significant difficulties
      for us.





**Competition**





In
      May
      2005, Uinta Golf, a Utah based retail golf store, opened a store in Riverdale,
      Utah, approximately six miles from our store. Uinta Golf has stores in Salt
      Lake
      City and Sandy, Utah. Since the opening of Uinta’s Riverdale store, our revenues
      have decreased significantly. We are unable to determine if we will be able
      to
      maintain our current customers or compete in the golf industry in our
      location.





We
      also
      compete with general sporting goods stores, golf course pro shops, and discount
      department stores such as Wal-Mart, K-Mart. The department stores and sporting
      goods stores which sell clubs do not offer custom club fitting, club repair,
      club making or other services that we offer.





Principal
      competitive factors faced by us in the sale of merchandise generally are price,
      quality, personal service, merchandise selection, convenience, and customer
      loyalty. There can be no assurance that we will ever be able to effectively
      compete in our market.





**Domain
      Name**





We
      have
      reserved the internet domain name “golfers-green.com.” We have not created a
      logo or any trademarks, but intend to do so as part of the graphics associated
      with our proposed web site.





**Regulation
      and Environmental Compliance**





Other
      than state and local business license requirements, we are not aware of any
      need
      for government approval for the sale of our merchandise or services, nor of
      any
      environmental laws relating to its proposed products and services.





**Employees**





As
      of
      September 30, 2005, we had one full-time employee who is Paul Larsen, a director
      of the Company and the President of Ogden Discount golf, and one part-time
      employee. We anticipate that we will be able to hire additional full-time or
      part-time employees if our business operations increase.


9


**ITEM
      2. PROPERTIES**





We
      own
      the building in which our retail store is located. The building is located
      at
      1781 Washington Boulevard, Ogden, Utah and consists of approximately 2,595
      square feet. The building secures a loan to Barnes Bank in the amount of
      $139,539. We are required to make monthly payments of $1,608 on the loan amount.
      A balloon payment of approximately $90,000 is due on December 20, 2005. We
      intend to refinance the outstanding balance of this loan.








**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, 2005.





**PART
      II**





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





There
      is
      no active market for our common stock. Subject to compliance with applicable
      listing standards, we plan to attempt to qualify for listing on the OTC Bulletin
      Board.





**Shares
      Issued in Unregistered Transactions**





During
      the calendar year ended June 30, 2005 we issued no shares of our common stock
      in
      unregistered transactions. Following the completion our public offering in
      July
      2005, we issued shares of our common stock to certain creditors as payment
      for
      certain outstanding debt. All of the following shares of common stock issued
      were issued in non registered transactions in reliance on Section 4(2) of the
      Securities Act of 1933, as amended (the “Securities Act”). The shares of common
      stock issued were as follows:


Number
                
                Date
                    of
                Price
                    perShareholder
                of
                    Shares
                
                Issuance
                Share
                    *Twelve
                    0 Eight
                17,000
                
                8/24/05
                $
                    .30Jack
                    Avery
                3,000
                
                8/24/05
                $
                    .30Suzanne
                    B. Ferguson
                17,000
                
                8/24/05
                $
                    .30LuAnn
                    Adams
                2,000
                
                8/24/05
                $
                    .30John
                    A. Contreas
                11,000
                
                8/24/05
                $
                    .30Ron
                    R. Hill
                4,000
                
                8/24/05
                $
                    .30Andrew
                    A. Johns
                10,000
                
                8/24/05
                $
                    .30Norma
                    Larsen
                10,000
                
                8/24/05
                $
                    .30


10





Number
            
            Date
                of
            Price
                perShareholder
            of
                Shares
            
            Issuance
            Share
                *Rod
                H. Larsen
            34,000
            
            8/24/05
            $
                .30Danny
                Rich
            10,000
            
            8/24/05
            $
                .30Kirk
                A. Seaman
            11,000
            
            8/24/05
            $
                .30Richard
                & Beth LundinLiving
                Trust 1998
            6,000
            
            8/24/05
            $
                .30Total
            135,000
            
            
            $40,500.00




*These
      shares were issued and paid for with the conversion of debt.





**Rule
      463 Disclosure**





On
      April
      14, 2005, our registration statement on Form SB-2 was declared effective by
      the
      SEC. Such registration statement covered 400,000 shares of $.001 par value
      common stock offered by Ogden Golf and 2,188,500 shares registered for selling
      shareholders. All 400,000 shares that we offered were sold at $.50 per share.
      The offering was a best efforts underwriting sold by ACAP Financial, Inc. as
      underwriter. The offering was closed on August 10, 2005. To date, the offering
      proceeds have been used as follows:





Gross
                Proceeds
            
            
            
            $
            200,000Offering
                ExpensesUnderwriter
                Commissions
            $
            22,000Other
                Underwriter Expenses
            $
            0Professional
                Fees
            $
            28,572Printing
            $
            224Filing
                Fees
            $
            37Transfer
                Agent Fees
            $
            921Total
                Offering Costs
            
            
            
            $
            51,754Total
                Net Proceeds
            
            
            
            $
            148,246Use
                of Net Offering ProceedsRepayment
                of Loans to Affiliates
            $
            60,556Repayment
                of Loans to Non-affiliates
            $
            28,558Repayment
                of Corporate Bankcard
            $
            19,875Professional
                Fees
            $
            8,200Purchase
                Inventory
            $
            14,050Advertising
            $
            427Total
                Use of Proceeds
            
            
            
            $
            131,666Balance
                of Proceeds
            
            
            
            $
            16,580


11


**Holders**





As
      of
      September 30, 2005, there were 1,773,500 shares of common stock outstanding
      and
      approximately 72 stockholders of record. As of September 30, 2005, there were
      95,000 shares of our Series A Preferred Stock owned by three preferred
      stockholders. Two of our preferred stock holders are also common stock holders.
      Accordingly, we have a total of 73 shareholders of record.





**Dividends**





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





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





None





**Limitation
      on Directors’ Liability, Charter Provisions and Other
      Matters**





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





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





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





**Transfer
      Agent and Registrar**





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


12


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





Ogden
      Golf operates a single retail golf equipment and golf services business. Ogden
      Golf intends to expand its operations with the proceeds of this offering as
      is
      described in the Business Section of this prospectus. Ogden Golf’s revenues are
      primarily derived from the sale of golf clubs, balls, shoes and other golf
      related equipment and products. We sell name brand clubs as well as generic
      type
      of golf clubs. Revenue is 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.





Local
      golf retail outlets face growing competition from national chains and from
      internet sales. Our store is located in Ogden, UT. There are no national chain
      golf stores in the Ogden area and we are aware of only one other non-golf course
      retail outlet in the Ogden area.





It
      appears that internet sales of golf products continue to increase. Our business
      plan includes the development of a presence on the World Wide Web. The exact
      nature of such presence is dependent upon the net proceeds we realize from
      this
      offering.





We
      also
      intend, with the offering proceeds to increase our advertising and marketing
      efforts in small communities near Ogden, UT that are no currently served by
      retail golf stores.





A
      Wal-Mart store has opened within several miles of our store and it has resulted
      in a reduction of our revenues during the last six months. We are unable to
      predict what future effect the opening of such store will have on our
      operations. In general, we believe the serious golfer looking for name brand
      products will continue to shop at golf retail stores and on line golf companies.





In
      May
      2005, Uinta Golf, a Utah based retail golf store, opened a store in Riverdale,
      Utah, approximately six miles from our store. Uinta Golf has stores in Salt
      Lake
      City and Sandy, Utah. Since the opening of Uinta’s Riverdale store, our revenues
      have decreased significantly. We are unable to determine if we will be able
      to
      maintain our current customers or compete in the golf industry in our
      location.





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 will allow us to increase
      our
      overall marketing efforts and allow us to explore internet related marketing
      efforts, which could result in increased revenues.





13


As
      stated
      in the Risk Factors section of this prospectus, an investment in Ogden Golf
      is a
      high risk investment and should not be made by anyone who cannot afford the
      complete loss of his or her investment.





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 prospectus.
      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 as a result of specified
      factors, including those set forth in the risk factors section of this
      prospectus and elsewhere in this prospectus.





**Results
      and Comparison for Fiscal Years**





Fiscal
      year ended June 30, 2005 resulted in a net loss of $84,538 compared to a net
      loss of $66,270 for the fiscal year ended June 30, 2004. The Basic and Diluted
      Loss per Share for fiscal year 2005 was $.07, compared to a per-share loss
      of
      $.05 for fiscal year 2004. This increase in the loss per share of $.02 primarily
      results from (1) a decrease in revenues; (2) an increase in general and
      administrative expenses; and (3) an increase in interest expense. Details of
      changes in revenues and expenses can be found below.





**Revenues**





For
      the
      fiscal year ended June 30, 2005, we had total revenues of $59,453 down $19,860
      or approximately 25% from revenues of $79,313 for fiscal year 2004. Our revenues
      decreased as a result of the increase in large discount retailers like Wal-Mart,
      Costco, Sam's Club, the entrance of Uinta Golf in our geographical market and
      online activity from golf equipment web sites. We have decreasing revenues
      for
      each quarter during the last fiscal year. Unless we are able to raise additional
      capital revenues will likely continue to decrease. If we are unable to raise
      additional capital and increase our revenues, we may be required to discontinue
      our operations. Our business is seasonal and with April, May and June and the
      Christmas season being the periods in which our revenues are typically the
      greatest. We believe that we will be able to increase our advertising, develop
      a
      website and increase our inventory for the autumn season and for the 2005
      Christmas season. We anticipate that an increase in our advertising expenditures
      will result in increased revenues. However, there can be no assurance that
      our
      revenues will increase on a meaningful basis even if we allocate greater
      resources to advertising. The recent opening of Uinta Golf’s Riverdale Utah
      store has had a significant adverse impact on our revenues. We are unable to
      determine whether we will be able to maintain our current customer
      base.





**Cost
      of Goods Sold.** As
      a
      result of our lower sales in fiscal 2005 compared to fiscal 2004, our cost
      of
      goods sold decreased to $43,877 from $55,415. This was a decrease of $11,538
      or
      approximately 21%.


14


**Operating
      Expenses.** Our
      operating expenses in 2005 increased to $82,526 from $78,160 in 2004, an
      increase of $4,366, or 6%. The increase in general and administrative expenses
      is a result of an increase in professional fees.





**Interest
      Expense.** We
      borrowed the funds necessary to purchase the building in which our retail store
      is located. Interest expense consists of interest accrued on the mortgage.
      We
      also incurred interest on the other short term debt. Interest was $17,620 for
      the year ended June 30, 2005 compared to $13,258 for the year ended June 30,
      2004. Short term debt was incurred during the registration period of our recent
      public offering. Subsequent to June 30, 2005 we repaid approximately $134,341
      in
      debt with cash and shares of our common stock.





**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, 2005, we have received
      loans from our officers and shareholders to fund our operating costs. The loans
      were made in various amounts as needed. These loans bore interest at the rate
      of
      10% per annum, were unsecured and were due on demand. These loans have been
      repaid with cash payments and with the issuance of shares of our common stock.
      A
      summary of the loans is as follows:





Lender
            Date
                of Loan
            Loan
                AmountRoycemore
                Corporation
            7/15/03
            $5,000Roycemore
                Corporation
            8/02/03
            $2,500Roycemore
                Corporation
            8/15/03
            $10,000Roycemore
                Corporation
            12/05/03
            $1,250Roycemore
                Corporation
            12/09/03
            $1,250Mark
                Scharmann
            1/24/04
            $1,000Mark
                Scharmann
            2/07/04
            $3,000Curtis
                Kaminska
            2/11/04
            $2,500Roycemore
                Corporation
            5/06/04
            $1,500Paul
                Larsen
            6/30/04
            $3,500Paul
                Larsen
            8/14/04
            $5,000Roycemore
                Corporation
            8/17/04
            $5,000Paul
                Larsen
            10/08/04
            $5,000Roycemore
                Corporation
            11/03/04
            $2,000Curtis
                Kaminska
            11/12/04
            $2,000Hyacinth
                Resources
            11/22/04
            $1,500


15





Lender
            Date
                of Loan
            Loan
                AmountRoycemore
                Corporation
            5/06/05
            $5,000Various
                Non-Management Shareholders (4)
            various
                dates
            $59,800Total
                Principal
            
            $116,800





(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)
      Eighteen 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 $35,400 with the issuance of shares. The current balance
      remaining on these loans is $1,000 in principal and accrued interest of
      approximately $80 as of September 30, 2005.





At
      June
      30, 2005 we had total assets of $142,186 of which $5,085 was cash. At June
      30,
      2004 we had total assets of $150,127 of which $11,876 was cash. At December
      31,
      2004, we had total assets of $138,481, of which $5,744 was cash. Since November
      of 2002, we have raised $38,925 in cash from the sale of our equity securities
      in private transactions and since June of 2002 and we have obtained loans from
      stockholders of which $113,800, plus accrued interest of $11,276 was outstanding
      as of June 30, 2005. As of September 30, 2005 we had $1,000 plus accrued
      interest in loans from shareholders.





Our
      total
      liabilities at June 30, 2005 were $318,976 including $94,665 for our mortgage
      to
      Barnes Banks. Interest accrues on the mortgage at the rate of 11.25% per annum.
      We make monthly payments of $1,608 and the entire amount of the mortgage is
      due
      in a balloon payment in September 2005. At June 30, 2005, we had notes payable
      of $113,800 to shareholders. At June 30, 2004, our total liabilities were
      $242,379. At June 30, 2004, our mortgage was $105,218.





Our
      stockholders’ equity at June 30, 2005 was a negative $176,790 compared to
      stockholders’ equity at June 30, 2004 of a negative $92,252.





Cash
      provided by financing activities was approximately $48,392 for the fiscal year
      ended June 30, 2005, and $48,072 for the fiscal year ended June 30, 2004. In
      2005 and 2004, the cash provided by financing activities resulted primarily
      from
      loans from shareholders. These financing activities were loans from
      shareholders. These loans are unsecured, due on demand and bear interest at
      the
      rate of 10% per annum.





We
      have
      sustained losses of $84,538 and $66,270 for the years ended June 30, 2005 and
      June 30, 2004, respectively. In addition, operating activities have used cash
      of
      $54,964 and $45,515 for the years ended June 30, 2005, and 2004,
      respectively.


16


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. Management
      plans include obtaining additional equity financing and our management believes
      that profitability and cash flows from our operations will improve and will
      provide the necessary capital to fund operations due to the continued success
      of
      existing products and the introduction of new products. There is no assurance,
      however, that these efforts will result in profitable operations or in our
      Company’s ability to meet obligations when due.





Our
      working capital requirements and other capital requirements for the foreseeable
      future will be primarily funded through the issuance of equity securities until
      we are able to meet our working capital needs with positive cash flows provided
      from operations; after this point, we will likely increase expenditures so
      as to
      accelerate our revenue and profitability growth. We believe that proceeds from
      subsequent issuance of equity securities will enable us to establish profitable
      operations and positive cash flows from operations. However, there is no
      assurance that profitable operations or positive cash flows from our operations
      will ever be realized.





Although
      we have recently completed a public offering and received gross offering
      proceeds of $200,000 and converted $40,500 in loans and other debt into shares
      of our common stock, we continue to operate at a loss and be undercapitalized.
      We need to raise additional capital in order to continue with our operations.
      There can be no assurance that we will be able to raise sufficient capital
      necessary to allow us to continue with our operations on our current scale.
      If
      additional funds are raised through the issuance of equity securities, the
      percentage of our shares owned by existing stockholders will be reduced,
      stockholders may experience additional dilution.





**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.





17


**Forward
      Outlook and Risks**





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





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





We
      have
      incurred significant operating losses since our inception. At June 30, 2005,
      our
      accumulated deficit was $372,606. There can be no assurance that we will ever
      operate at a profit. We expect to continue experiencing losses through at least
      the end of the year 2006. Because we expect to continue to incur significant
      sales and marketing and administrative expenses, we will need to generate
      significant revenues to become profitable and sustain profitability on a
      quarterly or annual basis. We may not achieve or sustain our revenue or profit
      goals. To the extent that increases in operating expenses are not matched by
      increased revenue, our business, operating results and financial condition
      will
      be harmed. Our auditor = s
      report
      dated August 15, 2005 on our financial statements for the year ended June 30,
      2005 included a going concern qualification which stated that there was
      substantial doubt as to our ability to continue as a going concern. Although
      we
      raised additional capital from debt transactions, we continue to be
      undercapitalized because of our continued losses from operations.





***The
      recent opening of a competitor’s store has adversely affected our
      sales.***





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


18


***We
      will likely need additional financing in order to fully implement our business
      plan, the failure to obtain additional financing will require us to terminate
      our operations.***





To
      date,
      we have had insufficient revenues to satisfy our ongoing expenses of operation
      and we have funded our operations, primarily by the sale of our securities
      in
      private transactions. Due to our history of losses, we cannot assure you that
      we
      will ever be profitable. If we do not become profitable or obtain additional
      financing, we will be unable to continue our current operations. We cannot
      assure you we will have adequate capital to implement our business plan and
      to
      maintain our current level of operation. We currently have no commitments or
      understandings with any third parties to obtain any additional financing. We
      cannot assure you that we will be able to obtain any additional financing in
      the
      amounts or at the times we may require the financing, or if we do obtain any
      financing that it would be on acceptable terms. Our failure to obtain sufficient
      additional financing could result in the termination of our operations, which
      could result in a total loss of your investment.





***If
      the popularity of golf decreases, our revenues will likely decrease and our
      ability to grow will be impaired, which likely resulting in continued loses
      and
      give rise to the potential termination of our
      operations.*** ****





We
      generate substantially all of our revenues from the sale of golf-related
      equipment and accessories. If the demand for golf equipment decreases, our
      revenues will likely decrease and we may never operate profitably. The demand
      for our golf products is directly related to the popularity of golf, the number
      of golf participants and the number of rounds of golf being played by these
      participants. If golf participation decreases, sales of our products would
      likely decrease. If products sales decrease, our revenues will decrease, and
      it
      can be expected that our operating losses will increase.





The
      popularity of golf organizations, such as the Professional Golfers Association,
      also affects the sales of our golf equipment and golf-related apparel. We depend
      on the exposure of our brands to increase brand recognition and reinforce the
      desirability of our products. Any significant reduction in television coverage
      of PGA or other golf tournaments, or any other significant decreases in either
      attendance at golf tournaments or viewership of golf tournaments, will reduce
      the visibility of our products which could result in lower sales.





We
      do not
      believe there has been any material increase in golf participation or the number
      of golf rounds played during the last three years. We believe that since 1997,
      the overall worldwide premium golf club market has experienced little growth
      in
      dollar volume from year to year. We cannot assure you that the overall dollar
      volume of the worldwide market for golf-related products will grow, or that
      it
      will not decline, in the future. A decline in the golf industry will likely
      result in a further decrease in our revenues.





19


***A
      reduction in discretionary consumer spending could reduce sales of our products
      which would result in continued losses and potentially the termination of our
      operations*** **.**





Our
      products are recreational in nature and are, therefore, discretionary purchases
      for consumers. Consumers are generally more willing to make discretionary
      purchases of golf products during favorable economic conditions. Discretionary
      spending is affected by many factors, including, among others, general business
      conditions, interest rates, the availability of consumer credit, taxation,
      and
      consumer confidence in future economic conditions. Our customers’ purchases of
      discretionary items, including our products, could decline during periods when
      disposable income is lower, or periods of actual or perceived unfavorable
      economic conditions. Any significant decline in these general economic
      conditions or uncertainties regarding future economic prospects that adversely
      affect discretionary consumer spending could lead to reduced sales of our
      products. In addition, our sales could be adversely affected by a downturn
      in
      the economic conditions in the markets in which our retail business operates.
      The general slowdown in the United States economy and the uncertain economic
      outlook has adversely affected consumer spending habits, which has adversely
      affected our net revenues. A prolonged economic downturn could have a material
      adverse effect on our business, financial condition, and results of operations.





***We
      have limited revenues and cannot predict when and if revenues will
      increase*** **.** ** ***If
      revenues do not increase, we may not be able to continue our
      operations*** **.**





For
      the
      year ended June 30, 2002, we had total revenues of $108,095 and a loss of
      $63,043. For the year ended June 30, 2003 we had total revenues of $86,672
      and a
      loss of $80,213. For the year ended June 30, 2004, we had total revenues of
      $79,313 and a loss of $66,270. For the year ended June 30, 2005 we had total
      revenues of $59,453 and a loss of $84,538. Despite efforts we may take to
      increase sales at our retail store and to develop a website to market our
      products, there can be no assurance that our revenues will significantly
      increase or that we will operate at a profit. If we cannot commence profitable
      operations we may ultimately have to terminate operations which could result
      in
      a total loss to you.





***We
      do not know if our internet website will be effective in marketing our
      merchandise and services. If the website is not effective in helping us to
      increase our revenues, we may not be able to continue our operations.***





We
      are
      proposing to develop an internet website which will be able to showcase our
      golf
      merchandise and golf club repair services; however, potential customers will
      not
      be able to make purchases via the website due to cost constraints, at least
      initially. Actual purchases will have to be made via telephone or e-mail
      ordering. Other companies with substantially greater financial resources,
      experience, and technical and marketing personnel may offer similar products
      through fully developed e-commerce websites. We believe that we can achieve
      and
      maintain a competitive advantage by providing good prices and personalized
      services, but may still be at a disadvantage in making the internet marketing
      of
      our products competitive. If we are unable to develop an effective website,
      or
      if our website does not significantly increase revenues, we will likely continue
      to operate at a loss, which could result in a total loss of your investment.
      See
“Description of Business.”


20


***Our
      business is highly seasonal and if we do not accurately predict our sales and
      expenses during our peak seasons and they are lower than we expect, we would
      suffer even greater losses which could result in a termination of our
      operations*** *.*





Our
      business is highly seasonal. Our sales during our fourth fiscal quarter of
      each
      year, which includes the Father’s Day selling season, and the Christmas holiday
      selling season have historically contributed a disproportionate percentage
      of
      our net revenues and most of our net income for the entire year. We make
      decisions regarding merchandise well in advance of the season in which it will
      be sold, particularly for the Father’s Day and Christmas holiday selling
      seasons. We incur significant additional expenses leading up to and during
      our
      fourth fiscal quarter and the month of December in anticipation of higher sales
      in those periods, including acquiring additional inventory, preparing and
      mailing our catalogs, advertising, creating in-store promotions and hiring
      additional employees. If our sales during our peak seasons are lower than we
      expect for any reason, we may not be able to adjust our expenses in a timely
      fashion.





***Our
      daily operations are managed by Paul Larsen, our only full-time employee. The
      loss of his services could result in a void in dealing with suppliers, customers
      and others while a new manager is trained. Such an event could result in reduced
      resources and greater operating losses*** .





Our
      future success depends, in large part, on the continued service of Paul Larsen.
      We do not maintain key-person insurance on Mr. Larsen or on any of our officers
      or managers. Any loss or interruption of the services of Mr. Larsen could
      significantly reduce our ability to effectively manage our operations and
      implement our growth strategy because we cannot assure you that we would be
      able
      to find appropriate replacements for our key executives and managers should
      the
      need arise. Paul Larsen is the only member of our management team that is
      employed by the Company on a full-time basis.





***If
      we do not increase public awareness of our retail store, we will likely continue
      to operate at a loss which could result in the termination of our
      operations.***





We
      are a
      small, one store operation. We need to increase our name recognition in our
      market area. We need to increase our customer base. Our marketing and
      advertising efforts are likely to be expensive and may fail. If we fail to
      develop sufficient name recognition and attract new customers we will not be
      successful and may be required to terminate our operations.








21


**ITEM
      7.**  **FINANCIAL
      STATEMENTS**





Index
      to
      Financial Statements


**Page**





Independent
                Auditor’s Report
            23Balance
                Sheets
            24Statements
                of Operations
            25Statements
                of Changes in Stockholders’
                Deficit
            26Statements
                of Cash Flow
            27Notes
                to Financial Statements
            28
                - 35








22


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








REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM







To
      the
      Board of Directors and stockholders


of
      Ogden
      Golf Co. Corporation





We
      have
      audited the accompanying balance sheets of Ogden Golf Co. Corporation (a Utah
      corporation), as of June 30, 2005 and 2004, 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 auditing 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. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes 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, 2005 and 2004, and the results of its operations and its cash flows
      for
      the years then ended in conformity with accounting principles generally accepted
      in the United States of America.





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








Spector
      and Wong, LLP


Pasadena,
      California


August
      15, 2005





23


**OGDEN
      GOLF CO. CORPORATION**





**BALANCE
      SHEETS**





**As
                of June 30,**
            
            **2005**
            
            **2004****ASSETS**Current
                AssetsCash
            
            $
            5,085
            
            $
            11,876Inventories
            
            
            27,583
            
            
            26,027Prepaid
                Insurance
            
            
            546
            
            
            933Loan
                to Officer
            
            
            10,837
            
            
            10,350Total
                Current Assets
            
            
            44,051
            
            
            49,187Property
                and Equipment, Net of Accumulated Depreciationof
                $13,684 and $11,025, respectively
            
            
            94,135
            
            
            96,575Other
                AssetsLoan
                Cost, Net of Accumulated Amortizationof
                $2,198 and 1,832, respectively
            
            
            -
            
            
            366Investments
            
            
            4,000
            
            
            4,000Total
                Other Assets
            
            
            4,000
            
            
            4,366**TOTAL
                ASSETS**
            
            $
            142,186
            
            $
            150,127**LIABILITIES
                AND STOCKHOLDERS' DEFICIT**Current
                LiabilitiesAccounts
                Payable
            
            $
            32,509
            
            $
            16,670Accrued
                Expenses
            
            
            40,585
            
            
            28,208Unearned
                Income
            
            
            1,080
            
            
            1,090Credit
                Bankcard
            
            
            36,337
            
            
            35,193Notes
                Payable, Stockholders
            
            
            113,800
            
            
            56,000Current
                Portion of Long-term Debt
            
            
            94,665
            
            
            13,451Total
                Current Liabilities
            
            
            318,976
            
            
            150,612Long-term
                Debt
            
            
            -
            
            
            91,767Stockholders'
                DeficitSeries
                A Preferred Stock, $0.20 stated value, authorized 100,000 shares;issued
                and outstanding 95,000 shares
            
            
            19,000
            
            
            19,000Common
                Stock, no par value, authorized 100,000,000 shares; issued
                andoutstanding
                1,238,500
            
            
            171,970
            
            
            171,970Paid-in
                Capital
            
            
            4,846
            
            
            4,846Accumulated
                Deficit
            
            
            (372,606
            )
            
            (288,068
            )Total
                Stockholders Deficit
            
            
            (176,790
            )
            
            (92,252
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT**
            
            $
            142,186
            
            $
            150,127




See
      Notes
      to Financial Statements


24


**OGDEN
      GOLF CO. CORPORATION**





**STATEMENTS
      OF OPERATIONS**





**For
                the Years Ended June 30,**
            
            **2005**
            
            **2004**Sales
            
            $
            59,453
            
            $
            79,313Cost
                of Sales
            
            
            43,877
            
            
            55,415**Gross
                Profit**
            
            
            15,576
            
            
            23,897Selling,
                General and Administrative Expenses
            
            
            82,526
            
            
            78,160**Operating
                Loss**
            
            
            (66,950
            )
            
            (54,262
            )Other
                Income (Expenes):Interest
                Income
            
            
            132
            
            
            1,350Interest
                Expenses
            
            
            (17,620
            )
            
            (13,258
            )Total
                Other Expenses
            
            
            (17,488
            )
            
            (11,908
            )**Net
                Loss Before Taxes**
            
            
            (84,438
            )
            
            (66,170
            )Provision
                for Income Taxes
            
            
            100
            
            
            100**Net
                Loss**
            
            $
            (84,538
            )
            $
            (66,270
            )Basic
                and Diluted Net Loss Per Share
            
            $
            (0.07
            )
            $
            (0.05
            )Weighted
                Average Number of Common Shares
            
            
            1,233,500
            
            
            1,233,500



































See
      Notes
      to Financial Statements





25


**OGDEN
      GOLF CO. CORPORATION**





**STATEMENTS
      OF CHANGES IN STOCKHOLDERS’
      DEFICIT**





Preferred
                Stock
            
            Common
                Stock
            
            Paid-in
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Deficit
            
            TotalBalance
                at June 30, 2003
            
            
            95,000
            
            $
            19,000
            
            
            1,238,500
            
            $
            171,970
            
            $
            -
            
            $
            (221,798
            )
            $
            (30,828
            )Net
                loss for the year
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (66,270
            )
            
            (66,270.00
            )Balance
                at June 30, 2004
            
            
            95,000
            
            
            19,000
            
            
            1,238,500
            
            
            171,970
            
            
            4,846
            
            
            (288,068
            )
            
            (92,252.00
            )Net
                loss for the year
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (84,538
            )
            
            (84,538.00
            )**Balance
                at June 30, 2005**
            
            
            95,000
            
            $
            19,000
            
            
            1,238,500
            
            $
            171,970
            
            $
            4,846
            
            $
            (372,606
            )
            $
            (176,790
            )







































































See
      Notes
      to Financial Statements


26


**OGDEN
      GOLF CO. CORPORATION**





**STATEMENTS
      OF CASH FLOWS**





**For
                the years ended June 30,**
            
            **2005**
            
            **2004****Cash
                Flow from Operating Activities:**Net
                Loss
            
            $
            (84,538
            )
            $
            (66,270
            )Adjustments
                to Reconcile Net Loss to Net Cash Used in Operations:Depreciation
                and Amortization
            
            
            3,025
            
            
            3,062Forgiven
                Officer Compensation
            
            
            -
            
            
            4,846(Increase)
                Decrease in:Inventories
            
            
            (1,557
            )
            
            2,224Prepaids
            
            
            387
            
            
            (471
            )Interest
                receivable on officer's loan
            
            
            (487
            )
            
            -Increase
                (Decrease) in:Accounts
                Payable and Accrued Expenses
            
            
            28,216
            
            
            10,269Unearned
                Income
            
            
            (10
            )
            
            825**Net
                Cash Used in Operating Activities**
            
            
            (54,964
            )
            
            (45,515
            )**Cash
                Flow from Investing Activities**Addition
                to Fixed Assets
            
            
            (219
            )
            
            -**Net
                Cash Used in Investing Activities**
            
            
            (219
            )
            
            -**Cash
                Flow from Financing Activities:**Additions
                to Credit Bankcard
            
            
            1,144
            
            
            11,190Repayments
                of Long-term Debt
            
            
            (10,552
            )
            
            (11,248
            )Net
                Cash Received from Stockholders' Loan
            
            
            57,800
            
            
            48,130**Net
                Cash Flow Provided by Financing Activities**
            
            
            48,392
            
            
            48,072**Net
                Increase (Decrease) Increase in Cash**
            
            
            (6,791
            )
            
            2,557Cash
                Balance at Beginning of Year
            
            
            11,876
            
            
            9,319**Cash
                Balance at End of Year**
            
            $
            5,085
            
            $
            11,876Supplemental
                Disclosures of Cash Flow InformationInterest
                Paid
            
            $
            6,966
            
            $
            6,408







See
      Notes
      to Financial Statements





27


**OGDEN
      GOLF CO. CORPORATION**


**Notes
      to Financial Statements**





**NOTE
      1 - NATURE OF BUSINESS**





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





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





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





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





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





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





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





Property
      and Equipment .
      Property and equipment are valued at cost. Maintenance and repair costs are
      charged to expenses as incurred. Depreciation is computed on the straight-line
      method based on the estimated useful lives of the assets, generally 5 to 39
      years. Depreciation expense for years ended June 30, 2005 and 2004 was $2,659
      and $2,623, respectively.





Amortization
      of Loan Cost .
      Loan
      cost is stated at cost and are amortized using the straight-line method over
      the
      life of the loan, which is 5 years. Amortization expense for years ended June
      30, 2005 and 2004 was $366, fully amortized, and $440,
      respectively.





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


28


**OGDEN
      GOLF CO. CORPORATION**


**Notes
      to Financial Statements**


***Continued***





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





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





Advertising
      Costs .
      All
      costs associated with advertising and promoting the Company’s goods and services
      are expensed as incurred. Advertising expense for the years ended June 30,
      2005
      and 2004 was $1,276 and $446, respectively.





Income
      (Loss) Per Common Share .
      The
      Company accounts for income (loss) per share in accordance with Statement of
      Financial Accounting Standards (SFAS) No. 128, “Earnings Per Share.” SFAS No.
      128 requires that presentation of basic and diluted earnings per share for
      entities with complex capital structures. Basic earnings per share includes
      no
      dilution and is computed by dividing net income (loss) available to common
      stockholders by the weighted average number of common stock outstanding for
      the
      period. Diluted earnings per share reflects the potential dilution of securities
      that could share in the earnings of an entity. Diluted net loss per common
      share
      does not differ from basic net loss per common share since potential shares
      of
      common stock from the conversion of preferred stock are anti-dilutive for the
      period presented. Equivalent common shares excluded from diluted net loss per
      share totalled 950,000 for both years ended June 30, 2005 and 2004.





New
      Accounting Standards .
      In
      December 2003, the Financial Accounting Standards Board (FASB) issued (SFAS)
      No.
      132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits.”
      SFAS No. 132 amends SFAS No. 87, 88, and 106, “Employers’ Accounting for
      Pensions,”“Employers’ Accounting for Settlements and Curtailments of Defined
      Benefit Pension Plans and for Termination Benefits,” and “Employers’ Accounting
      for Postretirement Benefits other than Pensions,” to require additional
      disclosures to those in the original Statement 132 about the assets,
      obligations, cash flows and net periodic benefit cost of defined benefit pension
      plans and other defined benefit postretirement plans. The required information
      should be provided separately for pension plans and for other postretirement
      benefit plans. The Company does not have any pensions and other postretirement
      benefits. The Company does not anticipate that the adoption of SFAS No. 132
      will
      have material impact on its balance sheet or statements of operations and cash
      flows.





29


**OGDEN
      GOLF CO. CORPORATION**


**Notes
      to Financial Statements**


***Continued***





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





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





In
      December 2004, the FASB issued a revision to SFAS No. 123R, “Accounting for
      Stock Based Compensations.” This statement supersedes APB Opinion No. 25,
“Accounting for Stock Issued to Employees,” and its related implementation
      guidance. This statement establishes standards for the accounting for
      transactions in which an entity exchanges its equity instruments for goods
      or
      services. It also addresses transactions in which an entity incurs liabilities
      in exchange for goods or services that are based on the fair value of the
      entity’s equity instruments or that may be settled by the issuance of those
      equity instruments. This statement focuses primarily on accounting for
      transactions in which an entity obtains employee services in share-based payment
      transactions. This statement does not change the accounting guidance for share
      based payment transactions with parties other than employees provided in SFAS
      No. 123. This statement does not address the accounting for employee share
      ownership plans, which are subject to AICPA Statement of Position 93-6,
“Employers’ Accounting for Employee Stock Ownership Plans.” The Company has not
      yet determined the impact to its financial statements from the adoption of
      this
      statement.





30


**OGDEN
      GOLF CO. CORPORATION**


**Notes
      to Financial Statements**


***Continued***





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





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





**NOTE
      3- GOING CONCERN**





The
      Company has incurred substantial losses, has accumulated deficit, and needs
      additional working capital. Those matters raise substantial doubt about the
      Company’s ability to continue as a going concern. Management of the Company is
      developing a plan to reduce operating expenses and obtain an infusion of capital
      through either public or private investment. 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 as of June 30, 2005 and 2004 is summarized as follows
      :





June
                30,
            
            
            June
                30,2005
            
            
            2004Building
                and improvements
            $
            96,600
            
            $
            96,600Equipment
            
            1,219
            
            
            1,000Land
            
            10,000
            
            
            10,000107,819
            
            
            107,600Less
                accumulated depreciation
            
            (13,684
            )
            
            (11,025
            )Property
                and Equipment, net
            $
            94,135
            
            $
            96,575





31


**OGDEN
      GOLF CO. CORPORATION**


**Notes
      to Financial Statements**


***Continued***





**NOTE
      5 - LOAN TO OFFICER**





On
      March
      30, 2004, the Board of Directors granted a bonus of $3,480 to the CEO, which
      was
      used to forgive partial of his loan owed to the Company. The remaining balance
      of the loan bears interest at 5% per annum commencing June 30, 2001 and is
      due
      on December 31, 2005. As of June 30, 2005 and 2004, the loan balance was $10,837
      and $10,350, respectively, including an interest receivable of $1,880 and
      $1,350, respectively.





**NOTE
      6 - 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 12.25% for
      purchases at June 30, 2005. The outstanding balance on this credit bankcard
      as
      of June 30, 2005 and 2004 was $36,337 and $35,193, respectively.





**NOTE
      7 - LONG-TERM DEBT**





Long-term
      debt as of June 30, 2005 and 2004 consists of the following:





June
                30,
            
            
            June
                30,2005
            
            
            2004Note
                payable to a bank, due in monthlyinstallments
                of $1,608, including interestat
                prime plus 1.75%, with a balloonpayment
                due in September 2005. Securedby
                real property and equipment
            $
            94,666
            
            $
            105,218Less:
                current portion
            
            -
            
            
            (13,451
            )Long-term
                debt
            $
            94,666
            
            $
            91,767





The
      Company’s intention is to refinance the long term loan at a lower rate the end
      of the loan’s term.





32


**OGDEN
      GOLF CO. CORPORATION**


**Notes
      to Financial Statements**


***Continued***





**NOTE
      8 - PREFERRED STOCK**





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. As of June 30, 2005, the Company had 95,000 shares of Series
      A
      preferred stock issued and outstanding. 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.
      As
      of June 30, 2005, none of these contingencies occurred. The holders of Series
      A
      preferred stock shall have no voting rights prior to conversion of the Series
      A
      preferred stock into common stock. No dividends shall accrue or be payable
      on
      the Series A preferred stock. In the event of any voluntary or involuntary
      liquidation, dissolution or winding up of the Company, the holders of Series
      A
      preferred stock shall be entitle to be paid in full an amount equal to twenty
      cents per share.





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.




**NOTE
      9 - INCOME TAX**





Provisions
      for income tax consist of a state minimum tax of $100 for both years ended
      June
      30, 2005 and 2004.





As
      of
      June 30, 2005, the Company has net operating loss carryforwards, approximately
      of $349,786 to reduce future taxable income. To the extent not utilized, the
      carryforwards will begin to expire through 2025. 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,
            
            
            June
                30,2005
            
            
            2004Deferred
                tax assets:Net
                operating loss carryforwards
            $
            131,982
            
            $
            106,437Contribution
                carryover
            
            764
            
            
            686Organizational
                costs disallowed
            
            -
            
            
            156Less:
                valuation allowance
            
            (132,746
            )
            
            (107,279
            )Total
                net deferred tax assets
            $
            -
            
            $
            -





33


**OGDEN
      GOLF CO. CORPORATION**


**Notes
      to Financial Statements**


***Continued***





**NOTE
      10 - NET LOSS PER SHARE**


For
                years ended June 30,2005
            
            
            2004Numerator:Net
                Loss
            $
            (84,538
            )
            $
            (66,270
            )Denominator:Weighted
                average common shares outstanding
            
            1,233,500
            
            
            1,233,500Basic
                and diluted net loss per share
            $
            (0.07
            )
            $
            (0.05
            )





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





**NOTE
      11** - **RELATED PARTIES TRANSACTIONS**





During
      the fiscal year ended June 30, 2004, the officer elected to forgive the
      compensation in the amount of $4,846 due to shortage of funds. The forgiven
      compensation was included in paid-in capital.





The
      Company had notes payable to related parties in the amounts of $113,800 and
      $56,000 as of June 30, 2005 and 2004, respectively. The notes bear interest
      at
      10% per annum, unsecured and due on demand.





**NOTE
      12 - 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
      13 - 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.


34


**OGDEN
      GOLF CO. CORPORATION**


**Notes
      to Financial Statements**


***Continued***





**NOTE
      13 - GUARANTEES (Continued)**





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,
      2005.





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





**NOTE
      14 - WHOLLY OWNED SUBSIDIARY**





In
      January 2003 the Company formed Ogden Discount Golf, Inc. as a wholly-owned
      subsidiary. The Company intends to transfer its retail golf operations and
      related assets and liabilities to the subsidiary. At June 30, 2005, the
      subsidiary was inactive and none of the Company’s operations, assets or
      liabilities had been transferred to the subsidiary.





**NOTE
      15 - SUBSEQUENT EVENTS**





In
      July
      2005, the Company converted $3,300 of the related party notes payable into
      11,000 shares of the Company’s common stock.





The
      Company also completed its initial public offering where it sold 400,000 shares
      of common stock for $0.50 per share, for the total of $200,000. The Company
      used
      the proceeds from the offering to pay off the related party notes payable and
      the related accrued interest.





35


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





None.





**ITEM
      8A. CONTROLS AND PROCEDURES**





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





As
      required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation,
      with the participation of our President and Treasurer, of the effectiveness
      of
      our disclosure controls and procedures as of June 30, 2005. In connection with
      the completion of its audit of, and the issuance of its report on, our financial
      statements for the year ended June 30, 2005, Spector & Wong identified
      deficiencies that existed in the design or operation of our internal control
      over financial reporting that it considers to be “material weaknesses.” The
      Public Company Accounting Oversight Board has defined a material weakness as
      a
“significant deficiency or combination of significant deficiencies that results
      in more than a remote likelihood that a material misstatement of the annual
      or
      interim financial statements will not be prevented or detected.”





The
      deficiencies in our internal control related to revenue recognition, and the
      disclosure controls deficiencies related to equity transactions, purchase
      accounting, statements of cash flows, deferred revenue, short-term bank
      borrowings, related party convertible notes payable, and operating leases.
      The
      adjustment to revenue and the footnote disclosure deficiencies were detected
      in
      the audit process and have been appropriately recorded and disclosed in this
      Form 10-KSB. We are in the process of improving our internal control over
      financial reporting in an effort to remediate these deficiencies through
      improved supervision and training of our accounting staff. These deficiencies
      have been disclosed to our Board of Directors. Additional effort is needed
      to
      fully remedy these deficiencies and we are continuing our efforts to improve
      and
      strengthen our control processes and procedures. Our management and directors
      will continue to work with our auditors and other outside advisors to ensure
      that our controls and procedures are adequate and effective.





There
      has
      been no change in our internal control over financial reporting during the
      fourth quarter ended June 30, 2005 that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting. Since the most recent evaluation date, there have been no significant
      changes in our internal control structure, policies, and procedures or in other
      areas that could significantly affect our internal control over financial
      reporting.





36


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





**ITEM
      8B. OTHER INFORMATION**





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





**PART
      III**





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





**Identification
      of Directors and Executive Officers**





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





Name
            Age
            PositionMark
                A. Scharmann
            47
            President/DirectorDouglas
                P. Morris
            50
            Vice
                President DirectorRobert
                R. Peterson
            50
            Secretary/Treasurer/DirectorPaul
                Larsen
            47
            Director
                and President of Ogden Discount GolfCurtis
                Kaminska
            47
            Director





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





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





37


***Douglas
      P. Morris*** .
      Mr.
      Morris was appointed as an officer and director of Ogden Golf Co. Corporation
      in
      November 2002. Since 1997, Mr. Morris has been an officer and director of Celtic
      Investment, Inc., a publicly traded financial services company. Celtic
      Investment owns Celtic Bank, an FDIC insured industrial loan company chartered
      under the laws of the State of Utah. Since 1990, Mr. Morris has also owned
      and
      operated H & M Capital Investments, Inc., (H & M). H & M is a
      privately held business consulting firm. H & M consults with privately held
      and publicly held corporations relating to management, merger and acquisitions,
      debt and equity financing, capital market access, and market support for
      publicly traded securities. There is no affiliation between H & M and Ogden
      Golf and we do not currently anticipate that we will have any affiliation with
      H&M in the future. Mr. Morris was an outside director of Millennium
      Electronics from 1997 to 1999. Millennium was involved in the computer memory
      and hardware business. Its operations were unsuccessful and in 1999, it
      terminated its operations and transferred its assets to a secured creditor.
      In
      June 2000, Mr. Morris was appointed an officer and director of Millennium.
      Millennium had no operations from 1999 to February 2004 and its business plan
      was to look for reverse merger type of acquisition. In February 2004, Millennium
      changed its name to Speaking Roses International, Inc. in connection with an
      asset acquisition and Mr. Morris resigned as an officer and director. Mr. Morris
      is a director of CCC Globalcom, a Houston based telecommunications company.
      Mr.
      Morris is the owner of Hyacinth Resources, Inc., a privately held company which
      holds investments purchased by Mr. Morris. There is no affiliation between
      Hyacinth Resources and Ogden Golf and we do not currently anticipate that we
      will have any affiliation in the future except for Hyacinth Resources’ ownership
      of shares of Ogden Golf. Mr. Morris has a BA from Brigham Young University
      and a
      Masters in Public Administration from the University of Southern
      California.





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





38


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





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





**Other
      Involvement in Certain Legal Proceedings**





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





**No
      Board Committees**





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





**Code
      of Ethics**





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





**Communications
      with Board Members**





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





39


**Compliance
      with Section 16(a)**





Not
      applicable





**ITEM
      10. EXECUTIVE COMPENSATION**





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


SUMMARY
                  COMPENSATION TABLELong
                  Term CompensationAnnual
                  Compensation
              Awards
              Payouts(a)
              (b)
              (c)
              (d)
              (e)
              (f)
              (g)
              (h)
              (i)Name
                  and Principal Position
              Year
                  Ended 6/30
              ($)
                  Salary
              ($)
                  Bonus
              Other
                  Annual Compensation ($)
              Restrict
                  Stock Awards ($)
              Option/SAR’s
                  (#)
              LTIP
                  Payouts ($)
              All
                  Other Compensation ($)Paul
              2005
              $35,000
              -0-
              -0-
              -0-
              -0-
              $-0-
              $-0-Larsen
                  *
              2004
              $35,000
              -0-
              -0-
              -0-
              -0-
              -0-
              -0-President
              2003
              $35,144
              -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, 2005, $15,750 of the salary
      was paid to Mr. Larsen and the balance was accrued.





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





**Options
      Grants in Last Fiscal Year**





There
      were no grants of stock options made during the fiscal year ended June 30,
      2005.





**Stock
      Options Held at End of Fiscal 2005**





No
      stock
      options or stock appreciation rights were owned by our officers and directors
      at
      June 30, 2005, the end of our last fiscal year.





**Compensation
      of Directors**





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


40


**Employment
      Agreements**





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





**Stock
      Option Plans and Other Incentive Compensation Plans**





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





**ITEM
      11.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**





**Security
      Ownership of Certain Beneficial Owners**





The
      following table sets forth information regarding shares of our Common Stock
      beneficially owned as of September 30, 2005 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
                OwnedPaul
                Larsen
            680,000
            25.0%Douglas
                P. Morris(2)
            732,500
            26.9%Mark
                A. Scharmann(3)
            332,500
            12.2%Robert
                R. Peterson
            30,000
            1.1%Curtis
                Kaminska
            10,000
            0.4%All
                officers and Directors as a group (5 persons)(5)
            1,785,500
            65.5%Total
                Shares of Common Stock Issued
            1,773,500
            65.1%Total
                Shares Issued(1)
            2,723,500
            100%





(1)
      Assumes all 95,000 shares of Series A Preferred Stock are converted into 950,000
      shares of common stock.





(2)
      Includes 32,500 shares of common stock owned by Hyacinth Resources, Inc., an
      affiliate of Mr. Morris and 700,000 shares of common stock issuable to Hyacinth
      Resources, Inc. upon the conversion of 70,000 shares of Series A. preferred
      stock into common stock. Hyacinth Resources, Inc. is a Utah corporation owned
      by
      Mr. Morris and is used by Mr. Morris to make investments in various ventures.
      It
      has no operations except for the ownership of securities.





41


(3)
      Includes 80,000 shares of common stock owned by Scharmann and 200,000 shares
      of
      common stock issuable to Mr. Scharmann upon the conversion of 20,000 shares
      of
      Series A Preferred Stock into common stock and 52,500 shares owned of record
      by
      Roycemore Corporation and affiliate of Mr. Scharmann. Mr. Scharmann is a
      shareholder of Roycemore Corporation and his wife Rachel Scharmann is an officer
      of Roycemore Corporation. Apart from Mr. Scharmann’s involvement in both Ogden
      Golf and Roycemore Corporation, there is no affiliation between Ogden Golf
      and
      Roycemore Corporation.





**Outstanding
      Options and Warrants**





Except
      as
      disclosed in this paragraph, we had no outstanding warrants as of October 5,
      2005. 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 may 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 will be $.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
      current principal balance of this loan is $9,000.





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





42


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





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 are convertible into 200,000 shares of our common stock if
      certain conditions are met.





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





Lender
            Date
                of Loan
            
            Loan
                AmountRoycemore
                Corporation
            7/15/03
            
            $
            5,000Roycemore
                Corporation
            8/02/03
            
            $
            2,500Roycemore
                Corporation
            8/15/03
            
            $
            10,000Roycemore
                Corporation
            12/05/03
            
            $
            1,250Roycemore
                Corporation
            12/09/03
            
            $
            1,250Mark
                Scharmann
            1/24/04
            
            $
            1,000Mark
                Scharmann
            2/07/04
            
            $
            3,000Curtis
                Kaminska
            2/11/04
            
            $
            2,500Roycemore
                Corporation
            5/06/04
            
            $
            1,500Paul
                Larsen
            6/30/04
            
            $
            3,500Paul
                Larsen
            8/14/04
            
            $
            5,000Roycemore
                Corporation
            8/17/04
            
            $
            5,000Paul
                Larsen
            10/08/04
            
            $
            5,000Roycemore
                Corporation
            11/03/04
            
            $
            2,000Curtis
                Kaminska
            11/12/04
            
            $
            2,000Hyacinth
                Resources
            11/22/04
            
            $
            1,500Roycemore
                Corporation
            5/06/05
            
            $
            5,060Non-ManagementShareholders
            various
                dates
            
            $
            59,800





43


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





A.  Exhibits




Exhibit
              Number
            Exhibit1.1
            Underwriter
                Warrant Agreement *3.1
            Articles
                of Incorporation *3.2
            Amendment
                to Articles of Incorporation *3.3
            Bylaws
                *10.1
            Promissory
                Note - Barnes Bank *10.2
            Business
                Loan Agreement *10.3
            Security
                Agreement *10.4
            Promissory
                Note-Paul Larsen*14.1
            Code
                of Ethics31.1
            Certificate31.2
            Certificate32.1
            Certificate32.2
            Certificate





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





**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, 2005 and to report the results
      of
      their audit to the Audit Committee of the Board of Directors.







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





**2005**
            
            
            **2004**(1)
            Audit
                Fees
            $
            14,700
            
            $
            12,700(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, 2005 also included audit services related to our compliance
                with Section 404 of the Sarbanes-Oxley Act regarding our internal
                controls over financial reporting.





44


(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 2005 and
                2004.





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





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





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





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





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





45


SIGNATURES





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





OGDEN
      GOLF CO. CORPORATION





Dated:
                October 4, 2005
            By:
                /s/ Mark A. ScharmannMark
                A. ScharmannPresidentPrincipal
                Executive OfficerPrincipal
                Accounting OfficerDated:
                October 4, 2005
            By:
                /s/ Robert R. PetersonRobert
                R. PetersonSecretary/TreasurerPrincipal
                Financial Officer





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





Date
            Title
            SignatureOctober
                4, 2005
            President
                and
            /s/
                Mark A. ScharmannDirector
            Mark
                A. ScharmannOctober
                4, 2005
            Sec/Treas/and
            /s/
                Robert R. PetersonDirector
            Robert
                R. PetersonOctober
                4, 2005
            Vice
                President
            /s/
                Douglas P. MorrisDirector
            Douglas
                P. MorrisOctober
                4, 2005
            Director
            /s/
                Paul LarsenPaul
                LarsenOctober
                4, 2005
            Director
            /s/
                Curtis KaminskaCurtis
                Kaminska

















46