U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 333-105075
OGDEN GOLF CO. CORPORATION
(Name of Small Business Issuer as specified in its charter)
Utah 87-0652870
------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1661 Lakeview Circle, Ogden, UT 84403
(Address of principal executive offices)
Issuer's telephone no., including area code: (801) 627-4442
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
12b-2 of the Exchange Act) Yes [ ] No [X] (not as of June 30, 2006)
The Issuer's revenues for the fiscal year ended June 30, 2006 were $43,812.
As of October 20, 2006, there were 2,735,909 shares of the Issuer's common stock
issued and outstanding of which 950,909 were held by non-affiliates. As of
October 20, 2006, there was no active market for the Issuer's common stock.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
TABLE OF CONTENTS
Page
PART I 2
Item 1. Description of Business 2
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II 6
Item 5. Market for the Registrant's Common Stock
and Related Security Holder Matters 6
Item 6. Management's Discussion and Analysis
of Financial Condition and Results of Operation
8
Item 7. Financial Statements 14
Item 8. Changes and Disagreements with Accountants
on Accounting and Financial Disclosure
28
Item 8A. Controls and Procedures 28
Item 8B. Other Information 28
PART III 29
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act 29
Item 10. Executive Compensation 31
Item 11. Security Ownership of Certain Beneficial Owners and Management 33
Item 12. Certain Relationships and Related Party Transactions 34
Item 13. Exhibits 35
Item 14. Principal Accountant Fees and Services 36
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
-------
Until recently, Ogden Golf Co. Corporation ("Ogden Golf", "us", or
"we") was a retailer of brand-named golf clubs, bags, apparel, and accessories
merchandise in its Ogden, Utah retail location. In addition, we offered custom
golf club-making, fitting, repair, and tune-up services to our customers
throughout Northern Utah. Our retail business was seasonal, with the heaviest
sales during March, April and May, when outdoor spring activities commence, and
in November and December because of holiday gift purchases. In September 2006,
our Board of Directors determined that Ogden Golf's revenues and business
operations were not sufficient to allow it to continue to operate in the retail
golf equipment business and we are currently liquidating our assets.
We registered shares of our capital stock with the Securities and
Exchange Commission ("SEC") on Form SB-2. The registration statement was
declared effective by the SEC on April 14, 2005. As a result of such
registration statement, we file certain reports with the SEC under Section 15(d)
of the Securities Exchange Act of 1934, as amended. Our offering was closed in
July 2005. All 400,000 shares offered by Ogden Golf in the public offering were
sold at $.50 per share.
We have been undercapitalized since our inception and have relied upon
friends and relatives to fund our operating losses, primarily through purchases
of our stock and debt in private transactions. Our plan was to increase our
advertising and marketing efforts in Ogden and in surrounding areas. We have
been unsuccessful in our business operation and we are now in the process of
liquidating our assets, repaying our creditors and attempting to enter into
other business activities. We have entered into a Letter of Intent to
participate in a reverse merger transaction which is described below.
Golf Store Operations
---------------------
The following disclosure relates to our golf store operations during
the last fiscal year. Following the close of our last fiscal year, which ended
June 30, 2006, our Board of Directors determined that we could no longer fund
our operations in the retail golf business and we are currently liquidating our
assets. The following disclosure is not applicable to our future business
operations.
Through our retail store located in Ogden, Utah, we offered brand-named
golf merchandise (i.e. Taylor Made, Ping, Footjoy, Nike, Datrek, Titleist,
Maxfli, Spalding), including:
o Golf club sets and individual drivers, woods, irons, wedges and
putters.
o Golf equipment and accessories, including bags, pull carts, towels,
umbrellas, gloves, golf balls and tees.
-2-
o Golf apparel, including shirts, sweaters, pullovers, wind and rain
gear, shoes, hats and visors.
In addition, we offered custom golf club-making, fitting, repair, and
tune-up services. In connection with these services, we sold individual club
components, including club heads, shafts, and grips. We offered reshafting, head
changes and repairs for broken shafts and damaged club heads. We purchased a
variety of components to custom build clubs or repair clubs. We built custom
clubs with dynamics that worked within a golfer's swing. We assembled our custom
clubs to meet existing swing dynamics. In doing so, we utilized two different
methods to fit golfers with custom clubs: dynamic and static.
1. Dynamic fitting is conducted in person by first evaluating a
golfer's swingspeed, loading, and lie measurements, while the golfer is hitting
his or her current clubs, our test clubs, and other demo clubs as we provide
analytical observation. Our goal was to build an individual club or set of clubs
that a golfer can use within current swing dynamics, in conjunction with an
overall evaluation of the golfer's current golf game, equipment, and goals.
2. Static fitting is generally our first step in club fitting,
addressing a golfer's physical measurement and estimated club yardages.
Golf Store Marketing Strategy and Principal Market
Our principal marketing strategy for our merchandise and services was
three fold:
1. Offer our customers brand-named equipment, apparel and accessories.
2. Emphasize our custom club-making, fitting, and repair services to
our current customer base with a focus on workmanship and quick turnaround.
3. Expand our customer base outside of Northern Utah through radio and
print media and by offering information regarding our products and services via
an internet website. We intend to attempt to expand our customer base into Davis
County and Salt Lake in the state of Utah, as well as into southern Idaho and
southwest Wyoming.
We were never able to fund our marketing strategy. Because of the
recent opening of a competing retail store within six miles from our store we
are unable to determine if our previous plans of geographical expansion will be
viable.
Purchasing of Golf Merchandise and Inventory
Our merchandise was obtained from numerous manufacturers and suppliers,
based on purchase orders for specific products and quantities. We purchased
either directly from manufacturers, through buying groups or from manufacturer
representatives. We did not have any long-term supply agreements although
certain suppliers require minimum purchase commitments.
-3-
Competition
-----------
In May 2005, Uinta Golf, a Utah based retail golf store, opened a store
in Riverdale, Utah, approximately six miles from our store. Uinta Golf has
stores in Salt Lake City and Sandy, Utah. Since the opening of Uinta's Riverdale
store, our revenues have decreased significantly. We are unable to compete with
Uinta in our location. We also competed with general sporting goods stores, golf
course pro shops, and discount department stores such as Wal-Mart, K-Mart.
We were unable to effectively compete in our market.
Change of Business Direction
----------------------------
Because of our lack of success in the retail golf equipment business,
in 2006 our Board of Directors has considered various business strategies and
alternatives. On May 25, 2006, InterPath Pharmaceuticals, Inc., a Delaware
corporation ("InterPath Pharmaceuticals"), signed a letter of intent with Ogden
Golf for the merger of InterPath Pharmaceuticals with and into a newly-formed,
wholly-owned subsidiary of Ogden Golf (the "Merger"). There can be no assurance
that the Merger will be completed. The Merger is subject to numerous financial
and other conditions including the raising of $5,000,000 and the execution of a
definitive Merger Agreement. There can be no assurance that we will enter into a
definitive Merger Agreement. If we do enter into a definitive Merger Agreement,
we will file a Form 8-K with the Securities and Exchange Commission to provide
additional disclosure about the proposed Interpath Pharmaceutical transaction.
If the Merger is completed, of which there is no assurance, we
anticipate that Ogden Golf will effect a reverse stock split, change its
domicile to the State of Delaware, change its name to Interpath Holdings, Inc.,
change its management and change its fiscal year.
If the Merger is completed, we anticipate that all of InterPath
Pharmaceuticals's common stock will be converted into shares of common stock of
Ogden Golf. at a conversion rate that would result in the stockholders of Ogden
Golf immediately prior to the Merger holding 5% of the fully diluted
capitalization of after the Merger and the initial closing of the Offering. All
warrants and stock options to purchase InterPath Pharmaceuticals common stock
will be converted to warrants and stock options, respectively, to purchase Ogden
Golf common stock, at the same conversion rate.
InterPath Pharmaceuticals is a development stage company founded in
2001 dedicated to developing novel cancer therapeutics based on a liposomal
delivery technology for antisense.
If we do not complete the proposed Merger transaction with Interpath
Pharmaceuticals, we will look for other companies that may desire to effect a
reverse merger transaction with us. In such event, our business plan will be to
serve as a vehicle for the acquisition of, or the merger or consolidation with
another company (a `Target Business"). If this were to occur, we would utilize
our limited assets, equity securities, debt securities, borrowings or a
combination thereof in effecting a business combination with a Target Business
which we believe has significant growth potential. Our efforts in identifying a
prospective Target Business are expected to emphasize businesses primarily
located in the United States.
If we are unable to enter into a final Merger Agreement with Interpath
Pharmaceuticals, it is possible that we will attempt to effect a business
combination with another Target Business. To the extent that we effect a
Business Combination with a financially unstable company or an entity in its
early stage of development or growth (including entities without established
records of revenue or income), we will become subject to numerous risks inherent
in the business and operations of financially unstable and early stage or
potential emerging growth companies. In addition, to the extent that we effect a
Business Combination with an entity in an industry characterized by a high level
of risk, we will become subject to the currently unascertainable risks of that
industry. An extremely high level of risk frequently characterizes certain
industries which experience rapid growth. Although management will endeavor to
evaluate the risks inherent in a particular industry or Target Business, there
can be no assurance that we will properly ascertain or assess all risks.
-4-
Regulation and Environmental Compliance
---------------------------------------
If we complete the propose transaction with Interpath Pharmaceuticals,
we will be subject to numerous governmental regulations that are related to the
medical research business. If we do not acquire Interpath Pharmaceuticals, and
we ultimately acquire some other company, we will be subject to regulations and
laws that are specific to the industry in which that company operates as well as
general regulations and statutes that are applicable to all businesses.
Employees
---------
As of October 20, 2006, we had one full-time employee.
ITEM 2. PROPERTIES
We own the building in which our retail store was located. We are
currently attempting to sell the building. The building is located at 1781
Washington Boulevard, Ogden, Utah and consists of approximately 2,595 square
feet. The building secures a loan to Barnes Bank in the amount of $88,906. We
are required to make monthly payments of $850 on the loan amount. A balloon
payment of approximately $71,360 is due on December 20, 2010.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any legal proceedings
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to our shareholders for a vote during the
last quarter of the year ended June 30, 2006.
-5-
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
Our common stock is quoted on the OTC "Pink Sheets" under the symbol
"OGDG". There has only been limited trading in our common stock. The prices
reported below reflect inter-dealer prices and are without adjustments for
retail markups, markdowns or commissions, and may not necessarily represent
actual transactions.
High Bid Low Bid
------------- -----------
Fiscal Year Ended June 30, 2006
First Fiscal Quarter N/A N/A
Second Fiscal Quarter $.50 $.50
Third Fiscal Quarter $.65 $.50
Fourth Fiscal Quarter $.55 $.55
Fiscal Year Ended June 30, 2007
First Fiscal Quarter $.55 $.55
Second Fiscal Quarter $.75 $.55
(Through October 20, 2006)
Shares Issued in Unregistered Transactions
------------------------------------------
During the calendar year ended June 30, 2006 we issued no shares of our
common stock in unregistered transactions. All of the following shares of common
stock issued were issued in non registered transactions in reliance on Section
4(2) of the Securities Act of 1933, as amended (the "Securities Act"). The
shares of common stock issued were as follows:
Number Date of Price per
Shareholder of Shares Issuance Share *
-------------------------------------- -------------- ------------ ------------
Hyacinth Resources Inc. 700,000 (1) (1)
Mark A. Scharmann 200,000 (1) (1)
Northcliffe Consulting, LLC 50,000 (1) (1)
Harold J. Larsen 12,409 3/31/06 $.30(2)
Total 962,409
(1) These shares were issued in connection with the conversion of Ogden
Golf's Series A Preferred Stock into shares of common stock. The Series A
Preferred Stock was issued in 2004. The conversion of the Series A Preferred
Stock into common stock occurred in 2006.
(2) These shares were issued in connection with the conversion of debt.
-6-
Holders
-------
As of October 20, 2006, there were 2,735,909 shares of common stock
outstanding and approximately 74 stockholders of record. .
Dividends
---------
We have not paid any cash dividends since our inception and do not
anticipate or contemplate paying dividends in the foreseeable future.
Purchases of Equity Securities by the Small Business Issuer and Affiliated
Purchasers
--------------------------------------------------------------------------------
None
Limitation on Directors' Liability, Charter Provisions and Other Matters
------------------------------------------------------------------------
Utah law authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach of directors' fiduciary duty of care. The duty of care
requires that, when acting on behalf of the corporation, directors must exercise
an informed business judgment based on all material information reasonably
available to them. Absent the limitations authorized by Utah law, directors are
accountable to corporations and their stockholders for monetary damages for
conduct constituting gross negligence in the exercise of their duty of care.
Utah law enables corporations to limit available relief to equitable remedies
such as injunction or rescission. Our Articles of Incorporation limits the
liability of our directors to us or to our stockholders (in their capacity as
directors but not in their capacity as officers) to the fullest extent permitted
by Utah law.
The inclusion of this provision in our Articles of Incorporation may
have the effect of reducing the likelihood of derivative litigation against
directors and may discourage or deter stockholders or management from bringing a
lawsuit against directors for breach of their duty of care, even though such an
action, if successful, might otherwise have benefited the Company and its
stockholders.
Our Bylaws provide indemnification to our officers and directors and
certain other persons with respect to certain matters. Insofar as
indemnification for liabilities arising under the 1933 Act may be permitted to
our directors and officers, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable.
Transfer Agent and Registrar
----------------------------
Our transfer agent is Fidelity Transfer Company, 1800 South West
Temple, Suite 301, Salt Lake City, UT 84115; telephone (801) 484-7222.
-7-
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Until recently, Ogden Golf operated a single retail golf equipment and
golf services business. Ogden Golf's revenues were primarily derived from the
sale of golf clubs, balls, shoes and other golf related equipment and products.
We sold name brand clubs as well as generic type of golf clubs. Revenue was also
generated from constructing golf clubs on a custom basis, from club repairs and
from other golf related equipment services. Our expenses are primarily related
to cost of goods sold, salaries, utilities and the repayment of the real estate
loan for our facilities.
Although the golf industry has seen significant and rapid growth in the
last 15 years, during the last three years, equipment sales, on an industry
basis have declined, the number of golf rounds played has declined and the
number of new courses under construction nationally has slowed compared to
previous years.
A Wal-Mart store opened within several miles of our store and it
resulted in a reduction of our revenues during the last two years.
In May 2005, Uinta Golf, a Utah based retail golf store, opened a store
in Riverdale, Utah, approximately six miles from our store. Uinta Golf has
stores in Salt Lake City and Sandy, Utah. Since the opening of Uinta's Riverdale
store, our revenues have decreased significantly.
We have struggled financially since our inception in 2000 and have
relied upon equity and debt investments from friends and family of management to
fund our negative cash flow. We believe that the offering proceeds of our 2005
public offering would allow us to increase our overall marketing efforts and
allow us to explore internet related marketing efforts, which could result in
increased revenues.
This did not occur. Although we continued to attempt to reduce
operating costs, we continue to operate at a loss and our revenues have
continued to decline. We have survived through loans made by our officers,
directors, shareholders and others. In 2006, our Board of Directors started
considering alternative strategies and business directions. In May 2006, we
entered into a Letter of Intent to participate in a reverse merger transaction.
This proposed transaction was subsequently put on hold and in July and August
2006 we started discussions again with the principals of the proposed
acquisition target.
There can be no assurance that we will complete such acquisition. If we
do not, we will continue to look for other reverse merger opportunities.
Subsequent to June 30, 2006, our fiscal year end, we determined that we
would terminate our golf business operations and liquidate our assets. We are in
the process of doing so.
-8-
The following discussion of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and the related notes, and the other financial information included
in this Form 10-KSB including the disclosure that we have terminated our golf
business operations and are looking for alternative business opportunities. This
discussion and analysis contains forward-looking statements that involve risks
and uncertainties. Our actual results may differ materially from those
anticipated in these forward-looking statements.
Results and Comparison for Fiscal Years
---------------------------------------
Fiscal year ended June 30, 2006 resulted in a net loss of $147,909
compared to a net loss of $84,538 for the fiscal year ended June 30, 2005. The
Basic and Diluted Loss per Share for fiscal year 2006 and 2005 was $.07. Details
of changes in revenues and expenses can be found below.
Revenues
--------
For the fiscal year ended June 30, 2006, we had total revenues of
$43,812 down $15,641 or approximately 26% from revenues of $59,453 for fiscal
year 2005. Our revenues decreased as a result of the increase in large discount
retailers like Wal-Mart, Costco, Sam's Club, the entrance of Uinta Golf in our
geographical market and online activity from golf equipment web sites. We have
decreasing revenues for each quarter during the last two fiscal years. We
anticipate that if we stay in the retail golf equipment business, our revenues
would likely continue to decrease. We have concluded that we should terminate
our golf business operations. Our business has been seasonal and with April, May
and June and the Christmas season being the periods in which our revenues were
typically the greatest.
Cost of Goods Sold. As a result of our lower sales in fiscal 2006
compared to fiscal 2005, our cost of goods sold decreased to $37,767 from
$43,877.
Operating Expenses. Our operating expenses in 2006 increased to
$141,313 from $82,526 in 2005, an increase of $58,787, or 72%. The increase in
general and administrative expenses is a result of an increase in professional
fees and the recognition of unpaid salaries.
Interest Expense. We borrowed the funds necessary to purchase the
building in which our retail store is located. Interest expense consists of
interest accrued on the mortgage. We also incurred interest on the other short
term debt. Interest was $13,082 for the year ended June 30, 2006 compared to
$17,620 for the year ended June 30, 2005.
Liquidity and Capital Resources
-------------------------------
We are currently unable to finance our operations from operating
activities and historically have relied on private placements of common stock
and preferred stock to fund our operations. Subsequent to our year end on June
30, 2005 we completed our public offering with gross offering proceeds of
$200,000 and net offering proceeds of approximately $148,246.
-9-
Since our inception, we have financed our operations through the sale
of common stock ($159,970, net proceeds) and issuance of Series A Preferred
Stock ($18,000 net cash proceeds). During 2003 and 2004 through June 30, 2006,
we have received loans from our officers and shareholders to fund our operating
costs. The loans were made in various amounts as needed. These loans bore
interest at the rate of 10% per annum, were unsecured and were due on demand.
These loans have been repaid with cash payments and with the issuance of shares
of our common stock. A summary of the loans is as follows:
Lender Date of Loan Loan Amount
------------------------------------------------------------- ---------------
Roycemore Corporation (2) 7/15/03 $5,000
Roycemore Corporation (2) 8/02/03 $2,500
Roycemore Corporation (2) 8/15/03 $10,000
Roycemore Corporation (2) 12/05/03 $1,250
Roycemore Corporation (2) 12/09/03 $1,250
Mark Scharmann 1/24/04 $1,000
Mark Scharmann 2/07/04 $3,000
Curtis Kaminska 2/11/04 $2,500
Roycemore Corporation (2) 5/06/04 $1,500
Paul Larsen 6/30/04 $3,500
Paul Larsen 8/14/04 $5,000
Roycemore Corporation (2) 8/17/04 $5,000
Paul Larsen 10/08/04 $5,000
Roycemore Corporation (2) 11/03/04 $2,000
Curtis Kaminska 11/12/04 $2,000
Hyacinth Resources (3) 11/22/04 $1,500
Roycemore Corporation (2) 5/06/05 $5,000
Hyacinth Resources (3) 3/27/06 $2,500
Roycemore Corporation (2) 3/27/06 $2,500
Mark Scharmann 8/20/06 $2,500
Hyacinth Resources (3) 8/04/06 $2,500
Hyacinth Resources (3) 9/29/06 $2,500
Various Non-Management Shareholders (4) various dates $91,300
Total Principal $160,800
(1) Officers and Directors of the Company
(2) An affiliate of our president Mark Scharmann
(3) An affiliate of our Director Douglas P. Morris
(4) Twenty-one non-management shareholders
-10-
During the year ended June 30, 2005, we repaid $3,000 of these loans
and interest accrued thereon. As of July 15, 2005 the total principal and
interest due on these loans was $125,573. Subsequent to June 30, 2005, we paid
$89,114 toward these loans in cash and $38,900 with the issuance of shares. The
current balance remaining on these loans is $40,500 in principal and accrued
interest of approximately $1,900 as of October 20, 2006.
At June 30, 2006 we had total assets of $131,491 of which $9,558 was
cash. At June 30, 2005 we had total assets of $142,186 of which $5,085 was cash.
As of June 30, 2006 we had $26,100 plus accrued interest in loans from
shareholders.
Our total liabilities at June 30, 2006 were $153,175 including $88,906
for our mortgage to Barnes Banks. Interest accrues on the mortgage at the rate
of 7.75% per annum. We make monthly payments of $850 and the entire amount of
the mortgage is due in a balloon payment in December 2010. At June 30, 2006, we
had notes payable of $26,100 to shareholders. At June 30, 2005, our total
liabilities were $318,976.
Our stockholders' equity at June 30, 2006 was a negative $100,385
compared to stockholders' equity at June 30, 2005 of a negative $176,790.
Cash provided by financing activities was approximately $107,527 for
the fiscal year ended June 30, 2006, and $48,392 for the fiscal year ended June
30, 2005. In 2006 and 2005, the cash provided by financing activities resulted
primarily from loans from shareholders. These financing activities were
primarily stock sales in 2006 and loans from shareholders in 2005.
We have sustained losses of $147,909 and $84,538 for the years ended
June 30, 2006 and June 30, 2005, respectively. In addition, operating activities
have used cash of $101,756 and $54,964 for the years ended June 30, 2006, and
2005, respectively.
Our ability to continue as a going concern is dependent upon our
ability to generate sufficient cash flows to meet our obligations on a timely
basis, to obtain additional financing, and ultimately to attain profitable
operations. We intend to repay some of our debt through the liquidation of our
assets and the completion of a merger transaction with Interpath
Pharmaceuticals. We intend to attempt to repay some of our debt through the
conversion of our debt into shares of our common stock. We have not entered into
any binding agreements regarding the repayment of our debt with the issuance of
our common stock.
If we do not complete the Interpath merger, we will have no working
capital and will be an inactive company There is no assurance, however, that
these efforts will result in profitable operations or in our ability to meet
obligations when due.
As described elsewhere in this section and in Item 1 of this Form
10-KSB, we have decided to terminate our golf operations and liquidate our
assets.
-11-
Recently Issued Accounting Standards
------------------------------------
We believe that recently issued financial standards will not have a
significant impact on our results of operations, financial position, or cash
flows. See footnotes to the attached financial statements.
Inflation
---------
We do not expect the impact of inflation on operations to be
significant.
Interest Rate Risk
------------------
We currently have notes payable that accrue interest at a fixed rate.
We anticipate that a substantial amount of our future debt and the associated
interest expense will be subject to changes in the level of interest rates.
Increases in interest rates would result in incremental increases in interest
expense.
Forward Outlook and Risks
-------------------------
This Form 10-KSB contains and incorporates by reference certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act with respect to results of our
operations and businesses. All statements, other than statements of historical
facts, included in this Form 10-KSB, including those regarding market trends,
our financial position, business strategy, projected costs, and plans and
objectives of management for future operations, are forward-looking statements.
In general, such statements are identified by the use of forward-looking words
or phrases including, but not limited to, "intended," "will," "should," "may,"
"expects," "expected," "anticipates," and "anticipated" or the negative thereof
or variations thereon or similar terminology. These forward-looking statements
are based on our current expectations. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, there can be no
assurance that such expectations will prove to be correct. Because
forward-looking statements involve risks and uncertainties, our actual results
could differ materially. Important factors that could cause actual results to
differ materially from our expectations are disclosed hereunder and elsewhere in
this Form 10-KSB. These forward-looking statements represent our judgment as of
the date of this Form 10-KSB. All subsequent written and oral forward-looking
statements attributable to Ogden Golf are expressly qualified in their entirety
by the Cautionary Statements. We disclaim, however, any intent or obligation to
update our forward-looking statements.
Our recurring operating losses, working capital deficit and negative cash flow
from operations cause substantial doubt about our ability to continue our
business.
--------------------------------------------------------------------------------
-12-
We have incurred significant operating losses since our inception. At
June 30, 2006, our accumulated deficit was $520,515. There can be no assurance
that we will ever operate at a profit. We expect to continue experiencing losses
at least for the foreseeable future. We expect to continue to incur significant
sales and marketing and administrative expenses. Our auditor's report dated
October 16, 2006 on our financial statements for the year ended June 30, 2006
included a going concern qualification which stated that there was substantial
doubt as to our ability to continue as a going concern.
The recent opening of a competitor's store adversely affected our sales.
--------------------------------------------------------------------------------
In May 2005, Uinta Golf opened a retail store in Riverdale, Utah,
approximately six miles from our store. We believe this new competition has
adversely affected our revenues and will likely continue to do so. If we are not
able to compete with Uinta Golf, we may not be able to continue with our current
operations.
ITEM 7. FINANCIAL STATEMENTS
Index to Financial Statements
Page
----
Independent Auditor's Report 14
Balance Sheets 15
Statements of Operations 16
Statements of Changes in Stockholders' Deficit 17
Statements of Cash Flows 18
Notes to Financial Statements 19 - 27
-13-
SPECTOR & WONG, LLP
Certified Public Accountants
(888) 584-5577 PASADENA,
CA 91101 FAX (626) 584-6447
HAROLD Y. SPECTOR, CPA 80 SOUTH LAKE AVENUE
CAROL S. WONG, CPA SUITE 723
PASADENA, CA 91101
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and stockholders
of Ogden Golf Co. Corporation
We have audited the accompanying balance sheets of Ogden Golf Co. Corporation (a
Utah corporation), as of June 30, 2006 and 2005, and the related statements of
operations, changes in stockholders' deficit, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial positions of Ogden Golf Co. Corporation as
of June 30, 2006 and 2005, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company's operating losses and working capital
deficiency raise substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters are also described in Note
3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/Spector and Wong, LLP
------------------------
Pasadena, California
October 16, 2006
-14-
OGDEN GOLF CO. CORPORATION
BALANCE SHEETS
As of June 30, 2006 2005
-----------------------------------------------------------------------------------------------------
ASSETS
Current Assets
Cash $ 9,558 $ 5,085
Inventories 13,297 27,583
Prepaid Insurance 540 546
Loan to Officer 11,696 10,837
----------- -----------
Total Current Assets 35,091 44,051
----------- -----------
Property and Equipment, Net of Accumulated Depreciation
of $16,406 and $13,684, respectively 92,400 94,135
Investments 4,000 4,000
----------- -----------
Total Other Assets 4,000 4,000
----------- -----------
TOTAL ASSETS $ 131,491 $ 142,186
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable $ 33,585 $ 32,509
Accrued Expenses 62,833 40,585
Unearned Income 1,320 1,080
Credit Bankcard 19,132 36,337
Notes Payable, Stockholders 26,100 113,800
Current Portion of Long-term Debt 10,205 94,665
----------- -----------
Total Current Liabilities 153,175 318,976
----------- -----------
Long-term Debt 78,701 --
Stockholders' Deficit
Series A Preferred Stock, $0.20 stated value, authorized 100,000
shares; issued and outstanding none and 95,000 shares -- 19,000
Common Stock, no par value, authorized 100,000,000 shares; issued and
outstanding 2,735,909 and 1,238,500 415,284 171,970
Paid-in Capital 4,846 4,846
Accumulated Deficit (520,515) (372,606)
----------- -----------
Total Stockholders Deficit (100,385) (176,790)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 131,491 $ 142,186
=========== ===========
See Notes to Financial Statements
-15-
OGDEN GOLF CO. CORPORATION
STATEMENTS OF OPERATIONS
For the Years Ended June 30, 2006 2005
--------------------------------------------------------------------------------
Sales $ 43,812 $ 59,453
Cost of Sales 37,767 43,877
----------- -----------
Gross Profit 6,045 15,576
Selling, General and Administrative Expenses 141,313 82,526
----------- -----------
Operating Loss (135,268) (66,950)
Other Income (Expenses):
Interest Income 541 132
Interest Expenses (13,082) (17,620)
----------- -----------
Total Other Expenses (12,541)
(17,488)
----------- -----------
Net Loss Before Taxes (147,809) (84,438)
Provision for Income Taxes 100 100
----------- -----------
Net Loss $ (147,909) $ (84,538)
=========== ===========
Basic and Diluted Net Loss Per Share $ (0.07) $ (0.07)
=========== ===========
Weighted Average Number of Common Shares 2,094,303 1,233,500
See Notes to Financial Statements
-16-
OGDEN GOLF CO. CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Years Ended June 30, 2006 and 2006
------------------------------------------------------------------------------------------------------------------------------------
Preferred Stock Common Stock
------------------------- ------------------------- Paid-in Accumulated
Shares Amount Shares Amount Capital Deficit Total
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at June 30, 2004 95,000 19,000 1,238,500 171,970 4,846 (288,068) (92,252)
Net loss for the Fiscal Year -- -- -- -- -- (84,538) (84,538)
Ending June 30, 2005
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at June 30, 2005 95,000 19,000 1,238,500 171,970 4,846 (372,606) (176,790)
Conversion of Series A Preferred
Stock into Common Stock; 1 to 10 (95,000) (19,000) 950,000 19,000 -- -- --
Conversion of Notes Payable into
Common Stock -- -- 130,409 39,123 -- -- --
Issuance of Common Stock in Cash -- -- 400,000 180,091 -- -- --
Issuance of Common Stock for
Accrued Expenses -- -- 17,000 5,100 -- -- --
Net Loss for the Fiscal Year
Ending June 30, 2006 -- -- -- -- -- (147,909) (147,909)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at June 30, 2006 -- $ -- 2,735,909 $ 415,284 $ 4,846 $ (520,515) (100,385)
=========== =========== =========== =========== =========== =========== ===========
See Notes to Financial Statements
-17-
OGDEN GOLF CO. CORPORATION
STATEMENTS OF CASH FLOWS
For the years ended June 30, 2006 2005
------------------------------------------------------------------ ------------ -----------
Cash Flow from Operating Activities:
Net Loss $ (147,909) $ (84,538)
Adjustments to Reconcile Net Loss to Net Cash Used in Operations:
Depreciation and Amortization 2,723 3,025
(Increase) Decrease in:
Inventories 14,286 (1,557)
Prepaids 6 387
Interest receivable on officer's loan (549) (487)
Increase (Decrease) in:
Accounts Payable and Accrued Expenses 29,447 28,216
Unearned Income 240 (10)
----------- -----------
Net Cash Used in Operating Activities (101,756) (54,964)
----------- -----------
Cash Flow from Investing Activities
Addition to Fixed Assets (988) (219)
Increase in Loan to Officer (310) --
----------- -----------
Net Cash Used in Investing Activities (1,298) (219)
----------- -----------
Cash Flow from Financing Activities:
Additions to Credit Bankcard -- 1,144
Payments to Credit Bankcard (17,205) --
Repayments of Long-term Debt (5,759) (10,552)
Cash received from stockholders' loan 41,100 57,800
Repayments to stockholders' loan (90,700) --
Proceeds from sale of stock 180,091 --
----------- -----------
Net Cash Flow Provided by Financing Activities 107,527 48,392
----------- -----------
Net Increase (Decrease) Increase in Cash 4,473 (6,791)
Cash Balance at Beginning of Year 5,085 11,876
----------- -----------
Cash Balance at End of Year $ 9,558 $ 5,085
=========== ===========
Supplemental Disclosures of Cash Flow Information
Interest Paid $ 8,524 $ 6,966
Schedule of Noncash Investing and Financing Activities:
Issuance of common stock for:
Notes payable to stockholders and accrued interest $ 39,123 $ --
Accrued expenses 5,100 --
Conversion of preferred stock 19,000 --
----------- -----------
$ 63,223 $ --
=========== ===========
See Notes to Financial Statements
-18-
OGDEN GOLF CO. CORPORATION
Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 1 - NATURE OF BUSINESS
Ogden Golf Co. Corporation ("the Company") was incorporated in Utah on May 10,
2000. The Company is engaged in the marketing and sales of golf equipment and
supplies to customers generally located in the state of Utah.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates The preparation of the accompanying financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make certain estimates and assumptions that directly
affect the results of reported assets, liabilities, revenue, and expenses.
Actual results may differ from these estimates.
Revenue Recognition Revenue is recognized at the point of sales or as goods are
delivered to and accepted by customers and are billable, provided that no
significant obligations remain and collectibility is reasonably assured.
Recognition of revenue from sale of gift certificates is deferred until the
certificates are redeemed for merchandise or expire one year from date of
purchase.
Cash and Cash Equivalents For purposes of the statements of cash flows, the
Company considers all highly liquid debt instruments with an original maturity
of three months or less to be cash equivalents.
Fair Value of Financial Instruments The carrying amounts of the financial
instruments have been estimated by management to approximate fair value.
Inventories Inventories are valued at the lower of cost or market (first-in,
first-out) or net realizable value.
Property and Equipment Property and equipment are valued at cost. Maintenance
and repair costs are charged to expenses as incurred. Depreciation is computed
on the straight-line method based on the estimated useful lives of the assets,
generally 5 to 39 years. Depreciation expense for years ended June 30, 2006 and
2005 was $2,723 and $2,659, respectively.
Amortization of Loan Cost Loan cost is stated at cost and are amortized using
the straight-line method over the life of the loan, which is 5 years.
Amortization expense for the year ended June 30, 2005 was $366, and the cost was
fully amortized in 2005.
Investment The Company owns twelve collectible sets of golf clubs that were
purchased at a cost of $4,000. The company has no intention to sell any of the
collectible sets in the near future. The Company recorded this purchase as an
investment.
-19-
OGDEN GOLF CO. CORPORATION
Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes Income tax expense is based on pretax financial accounting income.
Deferred tax assets and liabilities are recognized for the expected tax
consequences of temporary differences between the tax bases of assets and
liabilities and their reported amounts. Valuation allowances are established, if
necessary, to reduce deferred tax assets to the amount that will more likely
than not be realized.
Advertising Costs All costs associated with advertising and promoting the
Company's goods and services are expensed as incurred. Advertising expense for
the years ended June 30, 2006 and 2005 was $972 and $1,276, respectively.
Income (Loss) Per Common Share The Company accounts for income (loss) per share
in accordance with Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share." SFAS No. 128 requires that presentation of basic and
diluted earnings per share for entities with complex capital structures. Basic
earnings per share includes no dilution and is computed by dividing net income
(loss) available to common stockholders by the weighted average number of common
stock outstanding for the period. Diluted earnings per share reflects the
potential dilution of securities that could share in the earnings of an entity.
Diluted net loss per common share does not differ from basic net loss per common
share since potential shares of common stock from the conversion of preferred
stock are anti-dilutive for the period presented. Equivalent common shares
excluded from diluted net loss per share totaled 712,500 and 950,000 for years
ended June 30, 2006 and 2005, respectively.
New Accounting Standards: In June 2006, the Financial Accounting Standards Board
(FASB) issued Interpretation No. 48, "Accounting for Uncertainty in Income
Taxes", ("FIN 48"). This Interpretation clarifies the accounting for uncertainty
in income taxes recognized in an enterprise's financial statements in accordance
with FASB Statement No. 109, "Accounting for Income Taxes." This Interpretation
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. This Interpretation also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. FIN 48 is effective for fiscal years
beginning after December 15, 2006. The Company does not expect the adoption of
FIN 48 to have a material impact on its financial statements.
In 2006, the FASB has also issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140" and SFAS
No. 156, "Accounting for Servicing of Financial Assets-an amendment of FASB
Statement No. 140" but they will not have relationship to the operations of the
Company. Therefore a description and its impact for each on the Company's
operations and financial position have not been disclosed.
-20-
OGDEN GOLF CO. CORPORATION
Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In June 2005, the FASB issued SFAS No. 154, "Accounting Changes and Errors
Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and FASB
Statement No. 3, Reporting Accounting Changes in Interim Financial Statement."
SFAS 154 changes the requirements for the accounting for and reporting of a
change in accounting principle. Previously, most voluntary changes in accounting
principles were required recognition via a cumulative effective adjustment
within net income of the period of the change. SFAS 154 requires retrospective
application to prior periods' financial statements, unless it is impracticable
to determine either the period-specific effects or the cumulative effect of the
change. SFAS 154 is effective for accounting changes and corrections of errors
made in fiscal years beginning after December 14, 2005; however, the Statement
does not change the transition provisions of any existing accounting
pronouncements. The Company does not believe this pronouncement will have a
material impact in its financial position, results of operations or cash flows.
In December 2004, the FASB issued SFAS No. 153. This statement addresses the
measurement of exchanges of nonmonetary assets. The guidance in APB Opinion No.
29, "Accounting for Nonmonetary Transactions," is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged. The guidance in that opinion; however, included certain
exceptions to that principle. This statement amends Opinion 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets and replaces it
with a general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This statement is effective for financial statements for fiscal
years beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges incurred during fiscal years beginning after the
date of this statement is issued. Management believes the adoption of this
statement will have no impact on the financial statements of the Company.
In December 2004, the FASB issued SFAS No. 152, which amends FASB statement No.
66, "Accounting for Sales of Real Estate," to reference the financial accounting
and reporting guidance for real estate time-sharing transactions that is
provided in AICPA Statement of Position (SOP) 04-2, "Accounting for Real Estate
Time-Sharing Transactions." This statement also amends FASB Statement No. 67,
"Accounting for Costs and Initial Rental Operations of Real Estate Projects," to
state that the guidance for (a) incidental operations and (b) costs incurred to
sell real estate projects does not apply to real estate time-sharing
transactions. The accounting for those operations and costs is subject to the
guidance in SOP 04-2. This statement is effective for financial statements for
fiscal years beginning after June 15, 2005. Management believes the adoption of
this statement will have no impact on the financial statements of the Company.
-21-
OGDEN GOLF CO. CORPORATION
Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In December 2004, the FASB issued Statement No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123(R)"), which requires the measurement and recognition of
compensation expense for all stock-based compensation payments and supersedes
the Company's current accounting under APB 25. SFAS 123(R) is effective for the
first interim or annual reporting period that begins after December 15, 2005 for
small business issuers. In March 2005, the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 107 ("SAB 107") relating to the adoption of
SFAS 123(R).
The Company plans to use the modified prospective method to adopt this new
standard and will continue to evaluate the impact of SFAS 123(R) on its
operating results and financial condition. The Company's assessment of the
estimated compensation charges is affected by the Company's stock price as well
as assumptions regarding a number of complex and subjective variables and the
related tax impact. These variables include, but are not limited to, the
Company's stock price volatility and employee stock option exercise behaviors.
The Company will recognize the compensation cost for stock-based awards issued
after January 1, 2006 on a straight-line basis over the requisite service period
for the entire award.
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs -- an amendment
of ARB No. 43, Chapter 4." This statement amends the guidance in ARB No. 43,
Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts
of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . .
under some circumstances, items such as idle facility expense, excessive
spoilage, double freight, and rehandling costs may be so abnormal as to require
treatment as current period charges. . . ." This statement requires that those
items be recognized as current-period charges regardless of whether they meet
the criterion of "so abnormal." In addition, this statement requires that
allocation of fixed production overheads to the costs of conversion be based on
the normal capacity of the production facilities. This statement is effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.
Management does not believe the adoption of this statement will have any
immediate material impact on the financial statements of the Company.
NOTE 3- GOING CONCERN
The Company has incurred substantial losses, has accumulated deficit, and needs
additional working capital. Those matters raise substantial doubt about the
Company's ability to continue as a going concern. Management of the Company is
developing a plan to reduce operating expenses and obtain an infusion of capital
through either public or private investment.
As disclosed in Note 11, the Company has completed its initial public offering
in July 2005 and raised $180,091 net of offering costs.
-22-
OGDEN GOLF CO. CORPORATION
Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 3- GOING CONCERN (Continued)
The ability of the Company to continue as a going concern is dependent on
management's successful reduction of operating expenses and successful capital
infusion. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
As of June 30,
2006 2005
----------- -----------
Building and improvements $ 96,600 $ 96,600
Equipment 2,207 1,219
Land 10,000 10,000
----------- -----------
108,807 107,819
Less accumulated depreciation (16,407) (13,684)
----------- -----------
Property and Equipment, net $ 92,400 $ 94,135
=========== ===========
NOTE 5 - LOAN TO OFFICER
The Company had a loan receivable from an officer, CEO, which bears interest at
5% per annum and is due on demand. As of June 30, 2006 and 2005, the loan
balance was $11,696 and $10,837, respectively, including an interest receivable
of $542 and $1,880, respectively.
NOTE 6 - ACCRUED EXPENSES
As of June 30, 2006 and 2005, accrued expenses consisted of the following:
As of June 30,
2006 2005
---------- -----------
Accrued salaries and payroll taxes $ 55,006 $ 22,831
Accrued professional fees 7,000 7,000
Accrued interest 727
Accrued income tax 100 100
$ 62,833 $ 40,585
========== ==========
-23-
OGDEN GOLF CO. CORPORATION
Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 7 - CREDIT BANKCARD
The Company had a business credit bankcard with a financial institution. The
credit bankcard has a $38,000 credit limit and carries an interest rate 14.00%
for purchases at June 30, 2006. The outstanding balance on this credit bankcard
as of June 30, 2006 and 2005 was $19,132 and $36,337, respectively.
NOTE 8 - RELATED PARTY TRANSACTIONS
The Company had notes payable to stockholders in the amounts of $26,100 and
$113,800 as of June 30, 2006 and 2005, respectively. The notes bear interest at
10% per annum and due in demand. The accrued interest related to notes payable
to stockholders is $727 as of June 30, 2006.
On July 10, 2006, the board of Directors approved to pay an officer an annual
salary of $35,000 from beginning of fiscal year 2002 to June 30, 2006. All
unpaid salaries were accrued interest at 10% per annum.
As of June 30, 2006, the balance of the accrued Salaries, including related
accrued interest, was $51,742.
NOTE 9 - LONG-TERM DEBT
Long-term debt consists of the following:
As of June 30,
2006 2005
----------- -----------
Note payable to a bank, due in monthly installments of $850, $ 88,906 $ 94,666
including 7.75% fixed interest rate, with a balloon payment
due in December 2010. Secured by real property and equipment
Less: current portion (10,205) (94,666)
----------- -----------
Long-term debt $ 78,701 $ --
=========== ===========
The Company refinanced the long term loan in December 2005, and lowered its
monthly installments from $1,608 to $850.
-24-
OGDEN GOLF CO. CORPORATION
Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 10 - PREFERRED STOCKS
The Company is authorized to issue 5,000,000 shares of no par value preferred
stock. On December 19, 2002 the Company designated 100,000 shares of preferred
stock as "Series A Preferred Stock." Series A preferred stock has a stated value
of twenty cents. The preferred stock is either to be redeemed by the Company at
the stated value or convertible to common stock at a ratio of 10 shares of
common stock to 1 share of preferred stock if either of two contingencies occur:
1) The company shows a net profit for any period through June 30, 2005; or 2)
the total stockholders' equity balance of the Company increases more than
$100,000 between June 30, 2002 and June 30, 2005. None of these contingencies
had occurred.
On June 6, 2005, the Board of Directors decided not to redeem the preferred
stock and approved to extend the conversion date from June 30, 2005 to April 14,
2006.
On March 10, 2006, the Company filed Articles of Amendment to its Articles of
Incorporation to amend the conditions for redemption of the Company's Series A
Preferred Stock. Under the new Articles, all conditions to the exercise of the
Series A preferred stock are waived. The holders of the Series A preferred stock
may convert their shares of Series A preferred stock into common stock at any
time from the date of filling of these Articles of Amendment until December 31,
2006. Any shares Series A preferred stock not converted by December 31, 2006
shall expire and be null and void.
On March 24, 2006, all shares of Series A preferred stock, 95,000 shares, were
converted into 950,000 common shares.
NOTE 11 - COMMON STOCKS
On March 31, 2006, the Company converted notes payable to stockholders and
accrued interest in a total of $3,723 into 12,409 shares of the Company's common
stocks.
In July 2005, the Company completed its initial public offering where it sold
400,000 shares of common stock at the price of $0.50 per share and received net
proceeds of $180,091.
In July 2005, the Company converted an accrued expense of $5,100 into 17,000
shares of the Company's common stock. The Company also converted notes payable
to stockholders and accrued interest in a total of $35,400 into 118,000 shares.
-25-
OGDEN GOLF CO. CORPORATION
Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 12 - INCOME TAX
Provisions for income tax consist of a state minimum tax of $100 for both years
ended June 30, 2006 and 2005.
As of June 30, 2006, the Company has net operating loss carryforwards,
approximately of $497,695 to reduce future taxable income. To the extent not
utilized, the carryforwards will begin to expire through 2026. The Company's
ability to utilize its net operating loss carryforward is uncertain and thus a
valuation reserve has been provided against the Company's net deferred tax
assets.
The net deferred tax assets consist of the following:
June 30,
2006 2005
----------------------------------------------- ------------
Deferred tax assets:
Net operating loss carryforwards $ 189,125 $ 131,982
Contribution carryover 764 764
Less: valuation allowance (189,889) (132,746)
----------- -----------
Total net deferred tax assets $ -- $ --
=========== ===========
NOTE 13 - NET LOSS PER SHARE
The following table sets forth the computation of basic and diluted net loss per
share:
For years ended June 30,
2006 2005
---------------------------
Numerator:
Net Loss $ (147,909) $ (84,538)
Denominator:
Weighted average common shares outstanding 2,094,303 1,233,500
Basic and diluted net loss per share $ (0.07) $ (0.07)
-26-
OGDEN GOLF CO. CORPORATION
Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 14 - SEGMENT INFORMATION
The Company is currently managed and operated as one business. The entire
business is managed by a single management team that reports to the Company's
President. The Company does not operate separate lines of business or separate
business entities with respect to any of its product candidates. Accordingly,
the Company does not prepare discrete financial information with respect to
separate product areas or by location and dose not have separately reportable
segments as defined by SFAS No. 131 "Disclosures about Segments of an Enterprise
and Related Information".
NOTE 15 - GUARANTEES
The Company from time to time enters into certain types of contracts that
contingently require the Company to indemnify parties against third-party
claims. These contracts primarily relate to: (i) divestiture agreements, under
which the Company may provide customary indemnifications to purchasers of the
Company's businesses or assets; and (ii) certain agreements with the Company's
officers, directors and employees, under which the Company may be required to
indemnify such persons for liabilities arising our of their employment
relationship.
The terms of such obligations vary. Generally, a maximum obligation is not
explicitly stated. Because the obligated amounts of these types of agreements
often are not explicitly stated, the overall maximum amount of the obligation
cannot be reasonably estimated. Historically, the Company has not been obligated
to make significant payments for these obligations, and no liabilities have been
recorded for these obligations on its balance sheet as of June 30, 2006.
In general, the Company offers a one-year warranty for most of the products it
sold. To date, the Company has not incurred any material costs associated with
these warranties.
NOTE 16 - WHOLLY OWNED SUBSIDIARY
In January 2003 the Company formed Ogden Discount Golf, Inc. as a wholly-owned
subsidiary. The Company intends to transfer its retail golf operations and
related assets and liabilities to the subsidiary. At June 30, 2006, the
subsidiary was inactive and none of the Company's operations, assets or
liabilities had been transferred to the subsidiary.
NOTE 17 - SUBSEQUENT EVENT
The Company is pending a reverse merger with a privately held company subject to
certain conditions.
The Company is liquidating its assets and is in the process of ceasing its
operations.
-27-
ITEM 8. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 8A. CONTROLS AND PROCEDURES
The Company, under the direction of its Chief Executive Officer and
Chief Financial Officer, has established disclosure controls and procedures that
are designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act, is recorded,
processed, summarized, and reported within the time periods specified in the
Commission's rules and forms. The disclosure controls and procedures are also
intended to ensure that such information is accumulated and communicated to the
Company's management, consisting of the Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosures.
The Chief Executive Officer and Chief Financial Officer have reviewed
and evaluated the Company's disclosure controls and procedures as of the end of
the period covered by this report. Based on, and as of the effective date of,
that review and evaluation, the Chief Executive Officer and Chief Financial
Officer have concluded that the Company's disclosure controls and procedures are
effectively serving the stated purposes.
In addition, no changes in the Company's internal control over
financial reporting occurred during the fiscal quarter ended June 30, 2006 that
materially affected, or are reasonably likely to materially affect, the
Company's internal controls over financial reporting.
ITEM 8B. OTHER INFORMATION
We must disclose under this item any information required to be
disclosed in a report on Form 8-K during the fourth quarter of the year covered
by this Form 10-KSB, but not reported, whether or not otherwise required by this
Form 10-KSB. If disclosure of such information is made under this item, it need
not be repeated in a report on Form 8-K which would otherwise be required to be
filed with respect to such information or in a subsequent report on Form 10-KSB.
No additional disclosure is required under this item.
-28-
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Identification of Directors and Executive Officers
The current directors and officers of Ogden Golf who will serve until
the next annual meeting of shareholders or until their successors are elected or
appointed and qualified, are set forth below:
Name Age Position
------------------------ ------- ---------------------------------
Mark A. Scharmann 48 President/Director
Douglas P. Morris (1) 51 Vice President Director
Robert R. Petersen 51 Secretary/Treasurer/Director
Paul Larsen 48 Director and President of Ogden Discount Golf
Curtis Kaminska 48 Director
(1) Mr. Morris resigned as an officer and director in August 2007.
Background information concerning the Company's officers and directors
is as follows:
Paul Larsen. Mr. Larsen has operated Ogden Golf since April 2000. He is
the president and a director of our subsidiary, Ogden Discount Golf. From July
1982 to April 2000, Paul worked as a senior information technology technician at
Alliant Techsystems (formerly Thiokol Corporation) in Promontory, Utah.
According to its website, ATK is a $2.2 billion aerospace and defense company
and is involved in propulsion, composite structures, munitions, precision
capabilities, and civil and sporting ammunition. He attended Weber State
University in Ogden, Utah with an emphasis in Physical Education and Information
Technology Systems.
Douglas P. Morris. Mr. Morris was appointed as an officer and director
of Ogden Golf Co. Corporation in November 2002 and resigned in August 2007.
Since 1997, Mr. Morris has been an officer and director of Celtic Investment,
Inc., a publicly traded financial services company. Celtic Investment owns
Celtic Bank, an FDIC insured industrial loan company chartered under the laws of
the State of Utah. Since 1990, Mr. Morris has also owned and operated H & M
Capital Investments, Inc., (H & M). H & M is a privately held business
consulting firm. H & M consults with privately held and publicly held
corporations relating to management, merger and acquisitions, debt and equity
financing, capital market access, and market support for publicly traded
securities. There is no affiliation between H & M and Ogden Golf and we do not
currently anticipate that we will have any affiliation with H&M in the future.
Mr. Morris was an outside director of Millennium Electronics from 1997 to 1999.
Millennium was involved in the computer memory and hardware business. Its
operations were unsuccessful and in 1999, it terminated its operations and
transferred its assets to a secured creditor. In June 2000, Mr. Morris was
appointed an officer and director of Millennium. Millennium had no operations
from 1999 to February 2004 and its business plan was to look for reverse merger
type of acquisition. In February 2004, Millennium changed its name to Speaking
-29-
Roses International, Inc. in connection with an asset acquisition and Mr. Morris
resigned as an officer and director. Mr. Morris is a director of CCC Globalcom,
a Houston based telecommunications company. Mr. Morris is the owner of Hyacinth
Resources, Inc., a privately held company which holds investments purchased by
Mr. Morris. There is no affiliation between Hyacinth Resources and Ogden Golf
and we do not currently anticipate that we will have any affiliation in the
future except for Hyacinth Resources' ownership of shares of Ogden Golf. Mr.
Morris has a BA from Brigham Young University and a Masters in Public
Administration from the University of Southern California.
Mark Scharmann. Mr. Scharmann was a founder of Ogden Golf and was
reappointed to the Board of Directors in November 2002. Mr. Scharmann has been a
private investor and business consultant since 1981. Mr. Scharmann became
involved in the consulting business following his compilation and editing in
1980 of a publication called Digest of Stocks Listed on the Intermountain Stock
Exchange. In 1981 he compiled and edited an 800 page publication called the OTC
Penny Stock Digest. Mr. Scharmann has not served as a business consultant for
Ogden Golf, has not been compensated as a business consultant and we currently
don't anticipate that he will act as a business consultant for Ogden Golf in the
future. From 1982 to 1996, he was the president of Royal Oak Resources
Corporation. In 1996, Royal Oak Resources completed an acquisition and in
connection therewith changed its name to Hitcom Corporation. Mr. Scharmann was
the President of Norvex, Inc., a blank check company which completed an
acquisition and in connection therewith, changed its name to Capital Title
Group, Inc. Mr. Scharmann is a promoter of Nightingale, Inc., a publicly-held
corporation blank check company. He is also an officer and director of Pacific
Alliance Corporation, an inactive public company which was previously in the
television programming delivery business. Ogden Golf has no affiliation with any
of the companies referred to in this paragraph and we do not anticipate that we
will be affiliated with any of these companies in the future. Mr. Scharmann
graduated from Weber State University in 1997 with a Bachelors of Integrated
Studies with emphasis in Business, Psychology and Health.
Curtis Kaminska. Mr. Kaminska has been a director of the Company since
August 2002. He is also vice president and a director of our subsidiary, Ogden
Discount Golf. Mr. Kaminska has been a pilot for Delta Airlines since 1987. He
has over 20 years experience with Delta, the U.S. Air Force and the Utah
National Guard. From 1999 to the present, he has owned and operated KEE, Inc., a
business consulting company based in Ogden, Utah. There is no affiliation
between Ogden Golf and Kee, Inc. and we do not anticipate there will be any
affiliation in the future. He earned his BS Degree in Business with an emphasis
in marketing from Utah State University, Logan, Utah in 1981, and an MBA degree
from New Mexico Highlands University in 1986.
Robert R. Petersen. Mr. Petersen has been a director of the Company
since August 2002. He is also secretary/treasurer and director of our
subsidiary, Ogden Discount Golf. Mr. Petersen has been controller of Fresenius
Medical Care, Ogden, Utah, since 1998. From 1997-98, he was controller of Weider
Nutrition International, Salt Lake City, Utah. From 1995-97, he was controller
of Autoliv, Ogden Utah. From 1989-95, he was Manager of Budgets and Pricing for
Autoliv. From 1979-89, he was Senior Financial Analyst for Morton Thiokol,
Promontory, Utah. He earned an MBA from the University of Phoenix in Salt Lake
City in 1989, and a BS degree in Marketing and Economics from Utah State
University, Logan, Utah in 1977.
-30-
Other Involvement in Certain Legal Proceedings
----------------------------------------------
There have been no events under any bankruptcy act, no criminal
proceedings and any judgments or injunctions material to the evaluation of the
ability and integrity of any director or executive officer during the last five
years.
No Board Committees
-------------------
We do not have any committees established by our Board of Directors.
Accordingly we have no audit committee, compensation committee, nominating
committee or any other committee. We do not anticipate that we will be listed on
a securities exchange or on NASDAQ. If we were ever to meet the qualifications
for listing on a securities exchange or for quotation on NASDAQ, we would be
required to have an audit committee and possibly other board committees. Except
for Paul Larsen, none of directors are employees of the Company.
Code of Ethics
--------------
We have adopted a code of ethics that applies to all officers,
directors and employees of the Company, a copy of which was filed as Exhibit 14
to this Form 10-KSB.
Communications with Board Members
---------------------------------
We have not adopted a formal process by which stockholders may
communicate with the Board of Directors.
Compliance with Section 16(a)
Not applicable
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash compensation paid by
the Company for services rendered during the last three years to the Company's
Chief Executive Officer and to the Company's most highly compensated executive
officers other than the CEO, whose annual salary and bonus exceeded $100,000:
-31-
----------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
Long Term Compensation
-------------------------------------- -------------------------- -----------
Annual Compensation Awards Payouts
-------------------------------------- -------------------------- ----------- ---------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Restrict
Name and Year Other Annual Stock LTIP All Other
Principal Ended ($) Compensation Awards Option/SAR's Payouts Compensation
Position 6/30 Salary ($) Bonus ($) ($) (#) ($) ($)
------------- ---------- ---------- ---------- ---------------- ---------- --------------- ----------- ---------------
Paul 2006 $35,000 -0- -0- -0- -0- $-0- $-0-
Larsen * 2005 $35,000 -0- -0- -0- -0- -0- -0-
President 2004 $35,000 -0- -0- -0- -0- -0- -0-
------------- ---------- ---------- ---------- ---------------- ---------- --------------- ----------- ---------------
* Mr. Larsen is no longer the President of Ogden Golf, but is the President of
our wholly owned subsidiary. In the year ended June 30, 2006, $23,750 of the
salary was paid to Mr. Larsen and the balance was accrued. In the year ended
June 30, 2005, $15,750 of the salary was paid to Mr. Larsen and the balance was
accrued.
Mark A. Scharmann, the current president of the Ogden Golf received no
compensation from Ogden Golf since its formation.
Options Grants in Last Fiscal Year
There were no grants of stock options made during the fiscal year ended
June 30, 2006.
Stock Options Held at End of Fiscal 2006
----------------------------------------
No stock options or stock appreciation rights were owned by our
officers and directors at June 30, 2006, the end of our last fiscal year.
Compensation of Directors
We do not currently compensate our directors for director services to
the Company or our subsidiary. We anticipate that more formal compensation
arrangements with our directors will be finalized within the next fiscal year.
Employment Agreements
---------------------
We have no written employment agreements with our management.
Currently, we are paying Paul Larsen, a director of Ogden Golf and president and
director of subsidiary, $35,000 per year.
Stock Option Plans and Other Incentive Compensation Plans
---------------------------------------------------------
We have not adopted any option plans or other incentive compensation
plans as of the date of this filing. We anticipate that our Board of Directors
will, in the near future, adopt incentive compensation plans to provide rewards
and incentives to our employees, directors and agents. We have not granted any
options to any person as of the date of this filing.
-32-
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
-----------------------------------------------
The following table sets forth information regarding shares of our
Common Stock beneficially owned as of October 20, 2006 by: (1) each of our
officers and directors; (ii) all officers and directors as a group; and (iii)
each person known by us to beneficially own five percent or more of the
outstanding shares of its common stock.
Name and Address of Beneficial Owner Shares Owned (1)
------------------------------------------------------ ------------------------------------
Paul Larsen 680,000 24.9 %
Douglas P. Morris (2) 732,500 26.8 %
Mark A. Scharmann (3) 332,500 12.2 %
Robert R. Petersen 30,000 1.1 %
Curtis Kaminska 10,000 .4 %
All officers and Directors as a group (5 persons) (1) 1,785,000 65.2 %
Total Shares Issued 2,735,909 100%
(1) Represents common stock.
(2) Includes 732,500 shares of common stock owned by Hyacinth
Resources, Inc., an affiliate of Mr. Morris. Hyacinth Resources, Inc. is a Utah
corporation owned by Mr. Morris and is used by Mr. Morris to make investments in
various ventures. It has no operations except for the ownership of securities.
(3) Includes 280,000 shares of common stock owned by Scharmann and
52,500 shares owned of record by Roycemore Corporation and affiliate of Mr.
Scharmann. Mr. Scharmann is a shareholder of Roycemore Corporation and his wife
Rachel Scharmann is an officer of Roycemore Corporation. Apart from Mr.
Scharmann's involvement in both Ogden Golf and Roycemore Corporation, there is
no affiliation between Ogden Golf and Roycemore Corporation.
Outstanding Options and Warrants
--------------------------------
Except as disclosed in this paragraph, we had no outstanding warrants
as of October 20, 2006. In connection with our public offering which closed in
July 2005, we have agreed to sell to ACAP Financial, Inc., our underwriter, for
a price of $100, Warrants ("Underwriter Warrants") to purchase shares of our
common stock (an amount equal to 10% of the total shares sold by ACAP pursuant
to this offering). The Underwriter's Warrants could not be exercised, sold,
-33-
transferred, assigned or hypothecated until April 14, 2006, except that Warrants
to be acquired by the Underwriter may be assigned or transferred to the officers
of the Underwriter, to participating dealers that sell shares in the offering,
or to such participating dealers' officers. The Warrants will be exercisable for
a period of four years commencing April 14, 2006. The purchase price of the
shares underlying the Warrants is $.83 per share during the exercise period. The
warrants carry certain registration rights.
Equity Compensation Plan Information
------------------------------------
We have no Equity Compensation Plans.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In connection with our formation, Paul Larsen, a director of Ogden Golf
and president and director of subsidiary, purchased the assets of an existing
retail golf shop from an unrelated third party through a combination of bank
debt and personal funds. We acquired the assets totaling $188,517 and assumed
liabilities totaling $142,047 in exchange for issuing Mr. Larsen 500,000 shares
of our common stock.
In 2001, the Company loaned $12,480 to Paul Larsen, our then president
and currently a director of Ogden Golf and president and director of subsidiary.
Such loan was due September 30, 2004 but has been extended to December 31, 2005.
No interest accrued on such loan prior to April 1, 2004 but interest accrues
from and after April 1, 2004 at the rate of five percent per annum. The loan is
unsecured. The balance of this loan as of June 30, 2006 and June 30, 2005 was
$11,696 and $10,837 respectively.
Paul Larsen, a director of Ogden Golf and president and director of
subsidiary, has personally guaranteed our loan from Barnes Bank.
Hyacinth Resources, Inc., an affiliate of Douglas P. Morris, a director
of the Company, purchased 70,000 shares of our Series A Preferred Stock from us
for $14,000. The 70,000 shares of Series A Preferred Stock were converted into
700,000 shares of our common stock.
Mark A. Scharmann, an officer and director of the Company, purchased
20,000 shares of our Series A Preferred Stock from us for $4,000. The 20,000
shares of Series A Preferred Stock were converted into 200,000 shares of our
common stock.
Officers and stockholders of Ogden Golf have made loans to Ogden Golf.
Each of these loans was payable on demand bore interest at 10% per annum and is
unsecured. The following chart provides information about those loans made by
officers directors and stockholders of Ogden Golf:
-34-
Lender Date of Loan Loan Amount
------------------------------------ ----------------- --------------------
Roycemore Corporation 7/15/03 $ 5,000
Roycemore Corporation 8/02/03 $ 2,500
Roycemore Corporation 8/15/03 $ 10,000
Roycemore Corporation 12/05/03 $ 1,250
Roycemore Corporation 12/09/03 $ 1,250
Mark Scharmann 1/24/04 $ 1,000
Mark Scharmann 2/07/04 $ 3,000
Curtis Kaminska 2/11/04 $ 2,500
Roycemore Corporation 5/06/04 $ 1,500
Paul Larsen 6/30/04 $ 3,500
Paul Larsen 8/14/04 $ 5,000
Roycemore Corporation 8/17/04 $ 5,000
Paul Larsen 10/08/04 $ 5,000
Roycemore Corporation 11/03/04 $ 2,000
Curtis Kaminska 11/12/04 $ 2,000
Hyacinth Resources 11/22/04 $ 1,500
Roycemore Corporation 5/06/05 $ 5,060
Hyacinth Resources 3/27/06 $ 2,500
Roycemore Corporation 3/27/06 $ 2,500
Roycemore Corporation 8/02/06 $ 2,500
Hyacinth Resources 8/04/06 $ 2,500
Hyacinth Resources 9/29/06 $ 2,500
Non-Management Shareholders various dates $ 91,300
ITEM 13. EXHIBITS
A.Exhibits
Exhibit
Number Exhibit
----------- ---------------------------------------------------------
1.1 Underwriter Warrant Agreement *
3.1 Articles of Incorporation *
3.2 Amendment to Articles of Incorporation *
3.3 Bylaws *
10.1 Promissory Note - Barnes Bank *
10.2 Business Loan Agreement *
10.3 Security Agreement *
10.4 Promissory Note-Paul Larsen*
14.1 Code of Ethics **
31.1 Certificate
31.2 Certificate
32.1 Certificate
32.2 Certificate
* Previously filed in connection with registration statement
on Form SB-2
** Previously filed
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Independent Auditors
Spector & Wong has been reappointed to audit the consolidated financial
statements of the Company for the year ending June 30, 2006 and to report the
results of their audit to the Audit Committee of the Board of Directors. Fees
billed to the Company by Spector & Wong
2005 2006
------------ ------------
(1) Audit Fees $ 14,700 $ 18,500
(2) Tax Fees $ 750 $ 750
(3) All Other Fees $ -- $ --
(1) Audit fees billed to the Company by Spector & Wong were for all
professional services performed in connection with the audit of the
Company's annual financial statements and review of those financial
statements, reviews of our quarterly reports on Form 10-QSB. Audit fees
during the year ended June 30, 2006 also included audit services
related to our compliance with Section 404 of the Sarbanes-Oxley Act
regarding our internal controls over financial reporting.
(2) Tax services generally include fees for services performed related to
tax compliance, consulting services.
(3) Spector & Wong did not bill the Company for other services during 2006
and 2005.
We have no separate audit committee and our entire Board of Directors
acts as our audit committee. All audit and non-audit services and fees are
pre-approved by our Board of Directors.
Effective May 6, 2003, the Securities and Exchange Commission adopted
rules that require that before Spector & Wong is engaged by us to render any
auditing or permitted non-audit related service, the engagement be:
o approved by our Audit Committee (Board of Directors); or
o entered into pursuant to pre-approval policies and procedures
established by the Board of Directors Committee, provided the policies
and procedures are detailed as to the particular service, the Board of
Directors is informed of each service, and such policies and procedures
do not include delegation of the Board of Directors' responsibilities
to management.
-36-
Under the direction of Board of Director Chairman, Mark A. Scharmann,
our Board of Directors pre-approves all services provided by our independent
auditors. All of the above services and fees were reviewed and approved by the
Board of Directors either before or after the respective services were rendered.
The Board of Directors has considered the nature and amount of fees billed by
Spector & Wong and believes that the provision of services for activities
unrelated to the audit is compatible with maintaining Spector & Wong
independence.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OGDEN GOLF CO. CORPORATION
Dated: September 14, 2007 By: /s/ Mark A. Scharmann
---------------------------------------
Mark A. Scharmann
President
Principal Executive Officer
Principal Accounting Officer
Dated: September 14, 2007 By: /s/ Robert R. Petersen
---------------------------------------
Robert R. Petersen
Secretary/Treasurer
Principal Financial Officer
In accordance with the Securities Exchange Act, this report has been
signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated.
Date Title Signature
--------------------- ---------------- --------------------------
September 14, 2007 President and /s/ Mark A. Scharmann
--------------------------
Director Mark A. Scharmann
September 14, 2007 Sec/Treas/and /s/ Robert R. Petersen
--------------------------
Director Robert R. Petersen
September 14, 2007 Director /s/ Paul Larsen
--------------------------
Paul Larsen
September 14, 2007 Director /s/ Curtis Kaminska
--------------------------
Curtis Kaminska
-37-