10QSB 1 tenq-0905.htm OGDEN GOLF CO. CORPORATION FORM 10-QSB FOR 9/30/05 Ogden Golf Co. Corporation Form 10-QSB for 9/30/05
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-QSB
 
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 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. employer
 
 
incorporation or organization
 
identification No.)
 

1781 Washington Boulevard, Ogden, UT 84401
(Address of principal executive offices)

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

N/A
Former name, former address, and former fiscal year, if changed since last report.

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. (1) Yes ý No ¨ (2) Yes ý No¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act). Yes¨ No ý

Common Stock outstanding at November 28, 2005, 1,773,500 shares of $.001 par value Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE: NONE



FORM 10-QSB

FINANCIAL STATEMENTS AND SCHEDULES
OGDEN GOLF CO. CORPORATION

For the Quarter ended September 30, 2005

The following financial statements and schedules of the registrant are submitted herewith:

PART I - FINANCIAL INFORMATION
Page of
Form 10-QSB


Item 1.
Financial Statements:
 
     
 
Unaudited Balance Sheet at September 30, 2005
 
Unaudited Statements of Operations for the Three Months
Ended September 30, 2005 and 2004
 
 
Unaudited Statements of Cash Flows for the Three Months
Ended September 30, 2005 and 2004
 
 
Notes to Financial Statements
     
Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
     
Item 3.
Controls and Procedures, Evaluation of Disclosure Controls and Procedures


PART II - OTHER INFORMATION

Page

Item 1.
Legal Proceedings
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3.
Defaults Upon Senior Securities
Item 4.
Submission of Matters to a Vote of Security Holders
Item 5.
Other Information
Item 6.
Exhibits

 

2


PART I - FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

OGDEN GOLF CO. CORPORATION
 
As of September 30,
 
2005
 
ASSETS
     
Current Assets
       
Cash
 
$
31,143
 
Inventories
   
25,250
 
Prepaid insurance
   
219
 
Total current assets
   
56,612
 
         
Property and Equipment, net of accumulated depreciation
       
of $14,344
   
93,475
 
         
Other Assets
       
Investments
   
4,000
 
Loan to stockholder
   
10,971
 
Total other assets
   
14,971
 
         
TOTAL ASSETS
 
$
165,058
 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT
       
Current Liabilities
       
Accounts payable
 
$
24,537
 
Accrued expenses
   
6,899
 
Unearned income
   
1,115
 
Credit Bankcard
   
17,592
 
Notes payable, stockholders
   
4,500
 
Current portion of long-term debt
   
91,829
 
Total current liabilities
   
146,472
 
         
Stockholders' Deficit
       
Series A Preferred stock, $0.20 stated value, authorized 100,000 shares;
       
issued and outstanding 95,000 shares
   
19,000
 
Common stock, no par value, authorized 100,000,000 shares; issued and
       
outstanding 1,773,500
   
392,561
 
Paid-in capital
   
4,846
 
Accumulated deficit
   
(397,821
)
Total stockholders deficit
   
18,586
 
         
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
165,058
 
 
See accompanying notes to financial statements
3





For the three months ended September 30,
   
2005
   
2004
 
Sales
 
$
15,440
 
$
21,095
 
               
Cost of Sales
   
12,399
   
14,857
 
               
Gross Profit
   
3,041
   
6,238
 
               
Selling, general and administrative expenses
   
23,961
   
13,735
 
               
Operating loss
   
(20,920
)
 
(7,497
)
               
Other (expenses):
             
Interest expenses
   
(4,328
)
 
(3,055
)
Interest Earned
   
134
   
113
 
               
Total other income (expenses)
   
(4,194
)
 
(2,942
)
               
Net loss before taxes
   
(25,114
)
 
(10,439
)
               
Provision for income taxes
   
100
   
-
 
               
Net loss
 
$
(25,214
)
$
(10,439
)
               
Weighted average number of common shares
   
1,773,500
   
1,233,500
 
               
Basic and diluted net loss per share
 
$
(0.01
)
$
(0.01
)

 
See accompanying notes to financial statements
4



OGDEN GOLF CO. CORPORATION

For the three months ended September 30,
 
2005
 
2004
 
Cash Flow from Operating Activities:
             
Net Loss
 
$
(25,214
)
$
(10,439
)
Adjustments to Reconcile Net Loss to Net Cash Used in Operations:
             
Depreciation and Amortization
   
660
   
779
 
(Increase) Decrease in:
             
Inventories
   
2,333
   
872
 
Prepaids
   
327
   
312
 
Interest receivable on officer's loan
   
(134
)
 
(113
)
Increase (Decrease) in:
             
Accounts Payable and Accrued Expenses
   
(35,759
)
 
(8,730
)
Unearned Income
   
35
   
(130
)
Net Cash Used in Operating Activities
   
(57,752
)
 
(17,449
)
               
Cash Flow from Investing Activities
   
-
   
-
 
               
Cash Flow from Financing Activities:
             
Payments to Credit Bankcard
   
(18,745
)
 
429
 
Repayments of Long-term Debt
   
(2,836
)
 
(3,212
)
Cash Received from Stockholders' Loan
   
3,500
   
10,000
 
Repayments to Stockholders' Loan
   
(78,200
)
 
-
 
Proceeds from sales of stock
   
180,091
   
-
 
Net Cash Flow Provided by Financing Activities
   
83,810
   
7,217
 
               
Net Increase (Decrease) in Cash
   
26,058
   
(10,232
)
               
Cash Balance at Beginning of Period
   
5,085
   
11,876
 
               
Cash Balance at End of Period
 
$
31,143
 
$
1,644
 
               
Supplemental Disclosures of Cash Flow Information
             
Interest Paid
 
$
12,901
 
$
1,613
 
               
Schedule of Noncash Investing and Financing Activities:
             
Issuance of common stock for:
             
Notes payable to stockholders and accrued interest
 
$
35,400
 
$
-
 
Accrued expenses
   
5,100
   
-
 
   
$
40,500
 
$
-
 
 
See accompanying notes to financial statements
5



OGDEN GOLF CO. CORPORATION
NOTES TO INTERIM UNAUDITED 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

Presentation of Interim Information The accompanying financial information at September 30, 2005 and for the three months ended September 30, 2005 and 2004 is unaudited, but includes all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial information set forth herein, in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information, and with the instructions to its registration statement on Form SB-2. Accordingly, such information does not include all of the information and footnotes required by U.S. GAAP for annual financial statements. For further information, refer to the financial statements and footnotes thereto included in the Company’s registration statement on Form SB-2 for the year ended June 30, 2005.

The results for the three months ended September 30, 2005 may not be indicative of results for the year ending June 30, 2006 or any future periods.

Income (Loss) Per Common Share The Company accounts for income (loss) per share in accordance with 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 the three months ended September 30, 2005 and 2004.

NOTE 3 - LIQUIDITY

At June 30, 2005, the Company reported an accumulated deficit of $372,606, incurred a net loss of $84,538 and used $54,964 of cash in operations during the year ended June 30, 2005. For the three month period ending September 30, 2005, the Company reported an accumulated deficit of $397,821, incurred a net loss of $25,214 and used $57,752 of cash in operations.


6


OGDEN GOLF CO. CORPORATION
NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS    

NOTE 3 - LIQUIDITY (Continued)

The Company is currently funded either through debt financing or equity financing. The Company plans to register with the Securities and Exchange Commission and list the Company’s stock on a public exchange in order to attract additional investment capital. Management believes that such actions will have a positive effect on the Company’s results of operations going forward and, as a result, believes it will have sufficient capital resources to meet its current obligations. In the event that such cash from operations is insufficient to sustain ongoing operations, the Company may be required to seek additional external funding. There can be no assurance that such funding can be obtained on terms acceptable to the Company.

NOTE 4 - NOTES PAYABLE TO STOCKHOLDERS

The Company had notes payable to stockholders in the amounts of $4,500 as of September 30, 2005. The notes bear interest at 10% per annum, unsecured and due on demand.


NOTE 5 - 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 September 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 September 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.



7


OGDEN GOLF CO. CORPORATION
NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS    

NOTE 6 - NET LOSS PER SHARE

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

   
For three months ended
 
   
September 30,
 
   
2005
 
2004
 
Numerator:
             
Net loss
 
$
(25,214
)
$
(10,439
)
Denominator:
             
Weighted average common shares outstanding
   
1,773,500
   
1,233,500
 
               
Basic and diluted net loss per share
 
$
(0.01
)
$
(0.01
)

NOTE 7 - 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 8 - LONG-TERM DEBT

Long-term debt as of September 30, 2005 consists of the following:

 
Note payable to a bank, due in monthly
 
 
installments of $1,608, including interest
 
 
at prime plus 1.75%, with a balloon
 
 
payment due in December 2005. Secured
 
 
by real property and equipment
$91,829
     
 
Less: long-term portion
-
     
 
Current portion of long-term debt
$91,829
     

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


8


OGDEN GOLF CO. CORPORATION
NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS    

NOTE 9 - COMMON STOCK

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.

NOTE 10 - 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 September 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 11 - 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 September 30, 2005, the subsidiary was inactive and none of the Company’s operations, assets or liabilities had been transferred to the subsidiary.




9





ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

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 operate a single retail golf equipment and golf services business. Our revenues are primarily derived from the sale of golf clubs, balls, shoes and other golf related equipment and products. 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.

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 nine 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.


10


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.

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-QSB. This discussion and analysis contains forward-looking statements that involve risks and uncertainties.

Results and Comparison for Quarter Ended September 30

For the three months ended September 30, 2005 we had a net loss of $25,114 compared to a net loss of $10,439 for the three months ended September 30, 2004. This increase in the loss 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 three months ended September 30, 2005, we had total revenues of $15,440 down $5,655 or approximately 27% from revenues of $21,095 for the three months ended September 30 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 the quarter ended September 30, 2005 compared to the quarter ended September 30, 2004, our cost of sales decreased to $12,399 from $14,857. This was a decrease of $2,458 or approximately 17%.

11

Selling, General and Administrative Expenses. Our selling, general and administrative expenses for the three months ended September 30, 2005 increased to $23,961 from $13,735 for the three months ended September 30, 2004, an increase of $10,226, or 74%. 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 $4,328 for the three months ended September 30, 2005 compared to $3,055 for the three months ended September 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. In July 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. 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. During the quarter ended September 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 $4,500 in principal and accrued interest of approximately $128 as of September 30, 2005.

At September 30 we had total assets of $165,058 of which $31,143 was cash. 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.

Our total liabilities at September 30, 2005 were $146,472 compared to $318,976 at June 30, 2005. Our liabilities include $91,829 mortgage we have on our building. 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 December 2005.

Our stockholders’ equity at September 30, 2005 was $18,586 compared to a negative $176,790 at June 30, 2005


12


Cash provided by financing activities was approximately $83,810 for the three months ended September 30, 2005, compared to $7,217 for the three months ended September 30, 2004. This included $180,091 attributed to proceeds from the sale of stock during the three months ended September 30, 2005.

We have sustained losses of $25,214 and $10,439 for the quarters ended September 30, 2005 and September 30, 2004, respectively. In addition, operating activities have used cash of $57,752 and $17,449 for the quarters ended September 30, 2005, and 2004, 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. 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.


13


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.


ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 
(a)
Evaluation of Disclosure Controls and Procedures

Based on their evaluations as of September 30, 2005, the principal executive officer and principal financial officer of the Company have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) are effective to ensure that information required to be disclosed by the Company in reports that the Company files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

 
(b)
Changes in Internal Controls
 
There were no significant changes in the Company's internal controls over financial reporting or in other factors that could significantly affect these internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings. We are not a party to any legal proceeding.

Item 2. Unregistered Sales of Equity Securities.

The Company issues shares of its common stock for repayment of expenses and debt during the quarter ended September 30, 2005. Such shares were issued to the following:

14



Shareholder
Number of Shares
Price Per Share
Form of Consideration
Twelve 0 Eight
17,000
$.30
(1)
Jack Avery
3,000
$.30
(2)
Suzanne B. Ferguson
17,000
$.30
(2)
LuAnn Adams
2,000
$.30
(2)
John A. Contreras
11,000
$.30
(2)
Ron R. Hill
4,000
$.30
(2)
Andrew A. Johns
10,000
$.30
(2)
Norma Larsen
10,000
$.30
(2)
Rod H. Larsen
34,000
$.30
(2)
Danny Rich
10,000
$.30
(2)
Kirk A. Seaman
11,000
$.30
(2)
Richard & Beth Lundin Living Trust 1998
6,000
$.30
(2)
       
Total
135,000
$40,500.000
 

1.  
Issued for payment of accrued expenses
2.  
Issued for repayment of debt


Item 3. Defaults by the Company on its Senior Securities. None

Item 4. Submission of Matters to Vote of Security Holders. None

Item 5. Other Information. None

Item 6. Exhibits.
31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
 
31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 
32.1 Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
 
32.2 Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


15


SIGNATURE

In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
OGDEN GOLF CO. CORPORATION

Dated: November 28, 2005
By: /s/ Mark A. Scharmann
 
Mark A. Scharmann
 
President
 
Principal Executive Officer
 
Principal Accounting Officer
   
Dated: November 28, 2005
By: /s/ Robert R. Peterson
 
Robert R. Peterson
 
Secretary/Treasurer
 
Principal Financial Officer



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