10KSB 1 file001.htm FORM 10KSB

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934:

For the fiscal year ended August 31, 2005

[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934:

For the transition period from ____________ to _________

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Commission File Number 0-10093

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GOLF ROUNDS.COM, INC.
(Name of Small Business Issuer in Its Charter)

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Delaware 59-1224913
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

111 Village Parkway, Building #2, Marietta, Georgia 30067
(Address of Principal Executive Offices) (Zip Code)

Issuer's Telephone Number, Including Area Code: (770) 951-0984

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Securities registered under Section 12(b) of the Exchange Act:

Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
None None

Securities registered under Section 12(g) of the Exchange Act:

Title of Class:
Common Stock, par value $0.01 per share

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 is not contained in this form, and no disclosure will be
contained, to the best of registrant'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. [X]

The Registrant had no revenues during the fiscal year ended August 31, 2005.

At DECEMBER 9, 2005, the aggregate market value of the common stock held by
non-affiliates of the issuer was $2,252,169.

At DECEMBER 9, 2005, the issuer had 3,447,377 shares of common stock, par value
$.01 per share, outstanding.

Transitional Small Business Disclosure Format (check one) Yes [_] No [X]

Documents incorporated by reference: None

GOLF ROUNDS.COM, INC.

ANNUAL REPORT ON FORM 10-KSB FOR FISCAL YEAR ENDED AUGUST 31, 2005

TABLE OF CONTENTS

Page
----
PART I .............................................................. 3

ITEM 1. DESCRIPTION OF BUSINESS ...................................... 3
ITEM 2. DESCRIPTION OF PROPERTIES .................................... 7
ITEM 3. LEGAL PROCEEDINGS ............................................ 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .......... 7

PART II .............................................................. 8

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ..... 8
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS .......................... 9
ITEM 7. FINANCIAL STATEMENTS ......................................... 11
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE ..................................... 12
ITEM 8A. CONTROLS AND PROCEDURES ...................................... 12
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............ 12
ITEM 10. EXECUTIVE COMPENSATION ....................................... 14
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT ............................................... 16
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSCTIONS................. 18
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K ............................. 18
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES ....................... 19

SIGNATURES .............................................................. 20

PART I

ITEM 1. DESCRIPTION OF BUSINESS

INTRODUCTION

Golf Rounds.com, Inc. was incorporated in 1968. Until the fourth
quarter of fiscal 1992, we were engaged in the wholesale distribution of
aluminum alloys, steel and other specialty metals under the name American Metals
Service, Inc. In the fourth quarter of fiscal 1992, we liquidated our assets and
did not conduct any business operations until May 1999. At that time, we
acquired the assets of PKG Design, Inc., the developer of golfrounds.com and
skiingusa.com, two sports-related Internet websites. In connection with the
acquisition of these websites, we changed our name to Golf Rounds.com, Inc. In
August 2001, we determined to cease operations of our golfrounds.com and
skiingusa.com websites since continued maintenance of these websites was not a
productive use of our resources. We still own the rights to these domain names
and may sell them in connection with a business combination. Recently, our
business plan has been to serve as a vehicle for the acquisition of a target
business that we believe will have significant growth potential.

OUR BUSINESS PLAN

Generally

We intend to use our available working capital (currently $2,310,349),
capital stock, debt or a combination of these to effect a business combination
with a company that desires to establish a public trading market for its
securities while avoiding what it may deem to be adverse consequences of
undertaking a public offering itself, such as time delays, significant expense,
loss of voting control and other burdens including significant professional
fees. The business combination may be with a financially stable, mature company
or a company that is in its early stages of development or growth, which could
include companies seeking to obtain capital and to improve their financial
stability.

We will not restrict our search to any particular industry. Rather, we
may investigate businesses of essentially any kind or nature and participate in
any type of business that may, in our management's opinion, meet our business
objectives as described in this report. We emphasize that the description in
this report of our business objectives is extremely general and is not meant to
restrict the discretion of our management to search for and enter into potential
business opportunities. We have not chosen the particular business in which we
will engage and have not conducted any market studies with respect to any
business or industry for you to evaluate the possible merits or risks of the
target business or the particular industry in which we may ultimately operate.
To the extent we enter into 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 sales or earnings, 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 that experience rapid growth. In addition,
although we will endeavor to evaluate the risks inherent in a particular
industry or target business, we cannot assure you that we will properly
ascertain or assess all significant risk factors.

Sources of target businesses

We anticipate that target business candidates will be brought to our
attention from various unaffiliated sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers and other
members of the financial community, who may present solicited or unsolicited
proposals. Our officers and directors and their affiliates may also bring to our
attention target business candidates. While we do not presently anticipate
engaging the services of professional firms that specialize in business
acquisitions on any formal basis, we may engage such firms in the future, in
which event, we may pay a finder's fee or other compensation for such
introductions if they result in consummated transactions. These fees are
customarily between 1% and 5% of the size of the overall transaction, based upon
a sliding scale of the amount involved.

Selection of a target business and structuring of a business
combination

Our management will have significant flexibility in identifying and
selecting a prospective target business. In evaluating a prospective target
business, our management will consider, among other factors, the following:

o the financial condition and results of operation of the target;

o the growth potential of the target and that of the industry in
which the target operates;

o the experience and skill of the target's management and
availability of additional personnel;

o the capital requirements of the target;

o the competitive position of the target;

o the stage of development that the target's products, processes or
services are at;

o the degree of current or potential market acceptance of the
target's products, processes or services;

o proprietary features and the degree of intellectual property or
other protection of the target's products, processes or services;

o the regulatory environment of the industry in which the target
operates;

o the prospective equity interest in, and opportunity for control
of, the target; and

o the costs associated with effecting the business combination.

These criteria are not intended to be exhaustive. Any evaluation
relating to the merits of a particular business combination will be based, to
the extent relevant, on the above factors as well as other considerations deemed
relevant by our management in connection with effecting a business combination
consistent with our business objective. In connection with our evaluation of a
prospective target business, we anticipate that we will conduct an extensive due
diligence review that will encompass, among other things, meetings with
incumbent management and inspection of facilities, as well as a review of
financial or other information that will be made available to us.

We will endeavor to structure a business combination so as to achieve
the most favorable tax treatment to us, the target business and both companies'
stockholders. We cannot assure you, however, that the Internal Revenue Service
or appropriate state tax authority will agree with our tax treatment of the
business combination.

Until we are presented with a specific opportunity for a business
combination, we are unable to ascertain with any degree of certainty the time
and costs required to select and evaluate a target business and to structure and
complete the business combination. We do not have any full time employee who
will be devoting 100% of his or her time to our affairs. Any costs incurred in
connection with the identification and evaluation of a prospective target
business with which a business combination is not ultimately completed will
result in a loss to us and reduce the amount of capital otherwise available to
complete a business combination.

Limited ability to evaluate the target business' management

Although we intend to carefully scrutinize the management of a
prospective target business before effecting a business combination, we cannot
assure you that our assessment of the target's management will prove to be
correct, especially in light of the possible inexperience of our officers and
directors in evaluating certain types of businesses. In addition, we cannot
assure you that the target's future management will have the necessary skills,
qualifications or abilities to manage a public company. Furthermore, the future
role of our officers and directors, if any, in the target business cannot
presently be stated with any certainty. While it is possible that one or more of
our officers and directors will remain associated in some capacity with us
following a business combination, it is unlikely that any of them will devote
their full efforts to our affairs after a business combination. Moreover, we
cannot assure you that our officers and directors will have significant
experience or knowledge relating to the operations of the particular target
business.

We may seek to recruit additional managers to supplement the incumbent
management of the target business. We cannot assure you, however, that we will
be able to recruit additional managers who have the requisite skills, knowledge
or experience necessary to enhance the incumbent management.

Investment Company Act

We may participate in a business or opportunity by purchasing, trading
or selling the securities of a business. We do not intend to engage primarily in
these activities and we are not registered as an "investment company" under the
Investment Company Act of 1940. We do not

believe that registration under the act is required based upon our proposed
activities. We intend to conduct our activities so as to avoid being classified
as an "investment company" and avoid application of the costly and restrictive
registration and other provisions of the Investment Company Act and its
regulations.

The Investment Company Act may, however, also be deemed to be
applicable to a company that does not intend to be characterized as an
"investment company" but that, nevertheless, engages in activities that may be
deemed to be within the definitional scope of certain provisions of the
Investment Company Act. While we do not believe that our anticipated principal
activities will subject us to regulation under the Investment Company Act, we
cannot assure you that we will not be deemed to be an "investment company,"
especially during the period prior to a business combination. In the event we
are deemed to be an "investment company," we may become subject to certain
restrictions relating to our activities and regulatory burdens, including:

o restrictions on the nature of our investments; and

o the issuance of securities,

and have imposed upon us certain requirements, including:

o registration as an investment company;

o adoption of a specific form of corporate structure; and

o compliance with certain burdensome reporting, recordkeeping,
voting, proxy and disclosure requirements and other rules and
regulations.

In the event we are characterized as an "investment company," we would be
required to comply with these additional regulatory burdens, which would require
additional expense.

Termination of previously proposed transaction

On September 19, 2003, the Company and its wholly owned subsidiary,
DPE Acquisition Corp. ("Merger Sub"), entered into an agreement and plan of
reorganization and merger ("Merger Agreement") with Direct Petroleum
Exploration, Inc. ("DPE"). The merger agreement provided for the merger
("Merger") of Merger Sub with and into DPE, with DPE surviving as a wholly owned
subsidiary of the Company. DPE is a development-stage company that owns patented
technology for the direct detection of hydrocarbon reserves.

The Merger Agreement provided that any party could terminate the
merger agreement if the Merger had not been consummated on or prior to April 19,
2004. In March 2004, the parties to the merger agreement executed Amendment No.
1 thereto for the sole purpose of extending the date to June 19, 2004 on which
date any party could terminate the merger agreement if the Merger had not then
been consummated. On July 12, 2004, the Company elected to terminate the merger
agreement under the foregoing provision.

Although the Company did not consummate the Merger, it did incur
significant costs related to reviewing the aspects of the business of DPE and
negotiating the transactions, including legal and banking fees. The Company
expensed these costs of $148,857 in the fourth quarter of the last fiscal year
ended August 31, 2004.

COMPETITION

We expect to encounter intense competition from other entities having
a business objective similar to ours. Many of these entities, including
financial consulting companies and venture capital firms, have longer operating
histories and have extensive experience in identifying and effecting business
combinations, directly or through affiliates. Many of these competitors possess
significantly greater financial, technical and other resources than we do. We
cannot assure you that we will be able to effectively compete with these
entities. In the event we are unable to compete effectively with these entities,
we may be forced to evaluate less attractive prospects for a business
combination. If we are forced to evaluate these less attractive prospects, we
cannot assure you that our stated business objectives will be met.

If we effect a business combination, we will become subject to
competition from competitors of the acquired business. In particular, industries
that experience rapid growth frequently attract larger numbers of competitors,
including competitors with greater financial, marketing, technical and other
resources than we have. We cannot ascertain the level of competition we will
face if we effect a business combination and we cannot assure you that we will
be able to compete successfully with these competitors.

EMPLOYEES

Currently, our only employees are our officers, who devote as much
time to our business as our board of directors determines to be necessary. R.D.
Garwood, Inc. provides us with the use of an administrative assistant, who
performs secretarial and bookkeeping services. (See also Item 2, Description of
Properties.)

ITEM 2. DESCRIPTION OF PROPERTIES

Our principal executive offices are located at 111 Village Parkway,
Building #2, Marietta, Georgia and our telephone number is (770) 951-0984. Our
office space, fixtures, furniture and equipment, as well as our administrative
assistant, is provided to us by R.D. Garwood, Inc. at a cost of $900 per month
on a month-to-month basis. Robert H. Donehew, our president, treasurer and
director, is also chief financial officer of R.D. Garwood, Inc. We believe that
our present business property is adequate and suitable to meet our needs until
we consummate a business combination.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our common stock is traded on the OTC Bulletin Board under the symbol
"TEEE". Below is a table indicating the range of high and low bid information
for the common stock as reported by the OTC Bulletin Board for the periods
listed. Bid prices represent prices between broker-dealers and do not include
retail mark-ups and mark-downs or any commission to broker-dealers. In addition,
these prices do not necessarily reflect actual transactions.

PERIOD HIGH ($) LOW ($)
------ -------- -------
Fiscal 2006
First Quarter* 0.77 0.75

Fiscal 2005
First Quarter 1.02 0.68
Second Quarter 1.25 0.82
Third Quarter 1.25 0.73
Fourth Quarter 0.90 0.76

Fiscal 2004
First Quarter 1.75 0.67
Second Quarter 1.51 1.21
Third Quarter 1.40 1.03
Fourth Quarter 1.35 0.75

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* Through December 1, 2005

HOLDERS

As of December 1, 2005, we believe there were more than 3,000
beneficial holders of our common stock.

DIVIDEND POLICY

We have not paid any dividends in the past two years and do not intend
to pay dividends prior to the consummation of a business combination. The
payment of dividends after a business combination will be contingent upon our
revenues and earnings, if any, our capital requirements and our general
financial condition. The payment of any dividends after a business combination
will be within the discretion of our board of directors. We presently intend to
retain all earnings,

if any, for use in our business operations and, accordingly, we do not
anticipate declaring any dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS FROM SALES OF
REGISTERED SECURITIES.

None.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD LOOKING STATEMENTS

When used in this Report, words or phrases such as "will likely
result," "management expects," "we expect," "will continue," "is anticipated,"
"estimated" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. You are cautioned not to place undue reliance on any such
forward-looking statements, each of which speak only as of the date made. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. We have no obligation to publicly release the result
of any revisions which may be made to any forward-looking statements to reflect
anticipated or unanticipated events or circumstances occurring after the date of
such statements. Forward-looking statements involve a number of risks and
uncertainties including, but not limited to, general economic conditions, our
ability to find a suitable company to effect a business combination with,
competitive factors and other risk factors as set forth in Exhibit 99.1 of this
Report.

The following discussion should be read in conjunction with the
financial statements and related notes included in this Report.

RESULTS OF OPERATIONS

We have had no revenues (other than interest income) since 1992 and
will not generate any revenues (other than interest income) until, at the
earliest, the completion of a business combination.

FISCAL YEAR 2005 COMPARED TO FISCAL YEAR 2004

For the year ended August 31, 2005 interest income was $51,936 as
compared to $19,122 for the year ended August 31, 2004. The increase in interest
income for the year ended August 31, 2005, was due to the higher rates of
interest paid to us on our U.S. Treasury Securities and money market fund
investments, which are reported as cash and cash equivalents.

In July of last fiscal year 2004, we elected to terminate the DPE
merger agreement and since we did not consummate the Merger, we incurred
significant costs related to reviewing the aspects of the business of DPE and
negotiating the transactions, including legal and banking fees. The Company
expensed these costs of $148,857 in the fourth quarter of last fiscal year of
2004.

In August of last fiscal year 2004, we performed due diligence with
regards to the possibility of entering into a merger transaction with an
operating target. In performing the due diligence, we expended $27,935 in the
fourth quarter of last fiscal year 2004. It was determined that a merger
transaction with this target would not be pursued at this time.

In January of 2005 of this fiscal year, we performed due diligence
with regards to the possibility of entering into a merger transaction with an
operating target. In performing the due diligence, we expended $10,733 in the
second quarter of this fiscal year. It was determined that a merger transaction
with this target would not be pursued at this time.

General, administrative and other expenses were $156,050 for the year
ended August 31, 2005, as compared to $385,250 for the year ended August 31,
2004. In 2005, we incurred $10,733 of merger expenses and greater audit and
accounting fee expenses by $3,429. We had a net decrease in general,
administrative and other expenses in 2005 as compared to 2004 because we did not
incur expenses in fiscal 2005 similar to those we incurred in the fourth quarter
of fiscal 2004 (i) when we wrote off $176,792 of expenses related to the two
failed merger acquisitions and (ii) incurred $58,073 of expenses we had in
fiscal 2004 resulting from the extension of the exercise period of certain
options previously issued to an underwriter of a prior private placement. In
addition, in fiscal 2005 we had decreases compared to fiscal 2004 of $4,000 for
directors' and officers' liability insurance expenses and $3,444 for stockholder
service expenses.

General, administrative and other expenses for the year ended August
31, 2005 consisted of directors' and officers' liability insurance expenses of
$49,333, payroll expenses of $32,298, audit and accounting fee expenses of
$24,745, legal expenses of $17,624, office sharing expenses of $10,800, merger
costs expenses of $10,733, stockholder service expenses of $6,410, taxes and
license expenses of $3,390 and $717 of miscellaneous expenses.

LIQUIDITY AND CAPITAL RESOURCES

General

At August 31, 2005, cash and cash equivalents were $2,275,488, which
included $2,188,780 that was invested in U.S. Treasury Securities that matured
in October 2005 yielding 3.4% and $86,708 invested in money market and checking
accounts with an effective yield of 2.5%. At August 31, 2005, working capital
was $2,310,349.

Cash flows used in operating activities for the year ended August 31,
2005 of $119,355 primarily relate to general and administrative expenses which
include merger acquisition expenses.

Currently, our working capital is sufficient to last for more than 24
months. If we acquire a business, our-post acquisition capital needs may be more
substantial and our current capital resources may not be sufficient to meet our
requirements. We currently believe that if we need capital in the future, we
will be able to raise capital through sales of its equity and institutional or
investor borrowings, although we cannot assure you we will be able to obtain
such capital. We anticipate that after any acquisition it may complete in
accordance with our business plan, we will use substantially all our then
existing working capital to fund the operations of the acquired

business. In addition, we believe that the new business operations will require
additional capital to fund operations and the further development and marketing
of the acquired technologies.

Contractual obligations

The Company has no material contractual obligations other than those
relating to employment as described in Item 9, below.

ITEM 7. FINANCIAL STATEMENTS

Index to Financial Statements:

Page
----
Report of Independent Registered Public Accounting Firm......................F-1

Consolidated Balance Sheet as of August 31, 2005.............................F-2

Consolidated Statements of Operations for the years ended
August 31, 2005 and 2004.....................................................F-3

Consolidated Statements of Stockholders' Equity for the
years ended August 31, 2005 and 2004.........................................F-4

Consolidated Statements of Cash Flows for the years ended
August 31, 2005 and 2004.....................................................F-5

Notes to the Consolidated Financial Statements........................F-6 - F-15

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Golf Rounds.com, Inc.

We have audited the accompanying consolidated balance sheet of Golf
Rounds.com, Inc. and subsidiary as of August 31, 2005 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the year ended August 31, 2005 and 2004. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.

We conducted our audit in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Golf Rounds.com, Inc. and subsidiary as of August 31, 2005 and the
results of their operations and cash flows for the years ended August 31, 2005
and 2004 in conformity with accounting principles generally accepted in the
United States of America.

Weinberg & Company, P.A.

Boca Raton, Florida
November 14, 2005

F-1

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

August 31, 2005
---------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,275,488
Prepaid expenses 37,000
-----------
TOTAL CURRENT ASSETS 2,312,488
-----------
TOTAL ASSETS $ 2,312,488
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 2,139
-----------
TOTAL CURRENT LIABILITIES 2,139
===========
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 12,000,000 shares
authorized, 3,447,377 issued and outstanding 34,473
Additional capital in excess of par value 4,831,939
Accumulated deficit (2,556,063)
-----------
TOTAL STOCKHOLDERS' EQUITY 2,310,349
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,312,488
===========

The accompanying notes are an integral part of these consolidated
financial statements.

F-2

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED AUGUST 31, 2005 AND 2004

August 31,
-----------------------
2005 2004
---------- ----------
EXPENSES:
General, administrative and other $ 156,050 $ 385,250
---------- ----------
TOTAL EXPENSES 156,050 385,250
---------- ----------
LOSS FROM OPERATIONS (156,050) (385,250)
---------- ----------
OTHER INCOME:
Interest and dividends 51,936 19,122
---------- ----------
TOTAL OTHER INCOME 51,936 19,122
---------- ----------
NET LOSS $ (104,114) $ (366,128)
========== ==========
NET LOSS PER COMMON SHARE - BASIC AND DILUTED $ (0.03) $ (0.11)
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSATNDING - BASIC AND DILUTED 3,447,377 3,447,377
========== ==========

The accompanying notes are an integral part of these consolidated
financial statements.

F-3

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED AUGUST 31, 2005 AND 2004

Common Stock Additional
------------------- Capital in
Par Excess of Accumulated
Shares Value Par Value Deficit Total
--------- ------- ---------- ----------- ----------

BALANCE, August 31, 2003 3,447,377 $34,473 $4,773,866 $(2,085,821) $2,722,518
Expense-extension of
exercise period for
underwriter option -- -- 58,073 -- 58,073

Net loss -- -- -- (366,128) (366,128)
--------- ------- ---------- ----------- ----------
BALANCE, August 31, 2004 3,447,377 34,473 4,831,939 (2,451,949) 2,414,463
Net loss -- -- -- (104,114) (104,114)
--------- ------- ---------- ----------- ----------
BALANCE, August 31, 2005 3,447,377 $34,473 $4,831,939 $(2,556,063) $2,310,349
========= ======= ========== =========== ==========

The accompanying notes are an integral part of these consolidated
financial statements.

F-4

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED AUGUST 31, 2005 AND 2004

August 31,
-----------------------
2005 2004
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (104,114) $ (366,128)

Adjustments to reconcile net loss to net cash
used in operating activities:
Expense - extension of exercise period for
underwriter's options -- 58,073
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses 1,333 (1,667)
Decrease in deferred merger costs -- 50,680
Decrease in accounts payable and accrued
expenses (16,574) (49,242)
---------- ----------
NET CASH USED IN OPERATING ACTIVITIES (119,355) (308,284)
---------- ----------
NET DECRASE IN CASH AND CASH EQUIVALENTS (119,355) (308,284)
CASH AND CASH EQUIVALENTS - beginning of year 2,394,843 2,703,127
---------- ----------
CASH AND CASH EQUIVALENTS - end of year $2,275,488 $2,394,843
========== ==========

The accompanying notes are an integral part of these consolidated
financial statements.

F-5

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004

NOTE 1 - CORPORATE OPERATIONS

Golf Rounds.com, Inc. (the "Company") was incorporated in 1968 as a
Delaware corporation, which is also authorized to conduct business in
New Jersey and Georgia. Until the fourth quarter of fiscal 1992, the
Company was engaged in the wholesale distribution of aluminum alloys,
steel and other specialty metals under the name American Metals
Service, Inc. In the fourth quarter of fiscal 1992, the Company
liquidated its assets and did not conduct any business operations
until May 1999. In May 1999, the Company acquired the assets of PKG
Design, Inc., the developer of two (2) sports-related Internet
websites: golfrounds.com and skiingusa.com. In connection with the
acquisition of these websites, the Company changed its name to Golf
Rounds.com, Inc.

In August 2001, the Company ceased operations of its golfrounds.com
and skiingusa.com websites since continued maintenance of these
websites was not a productive use of the Company's resources. The
Company owns the rights to these domain names and may sell them in
connection with a business combination.

On September 19, 2003, the Company and its wholly owned subsidiary,
DPE Acquisition Corp., formed on September 2, 2003, entered into an
agreement and plan of reorganization and merger with Direct Petroleum
Exploration, Inc. ("DPE"), which was not consummated (See Note 6). The
Company continues to maintain the subsidiary formed for the proposed
merger for use in any other potential future acquisition. This
subsidiary is currently inactive and has no operations.

The Company's current business plan is primarily to serve as a vehicle
for the acquisition of a target business that the Company believes
will have significant growth potential. The Company intends to use the
Company's available cash, capital stock, debt, or a combination of
these, to effect a business combination.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH EQUIVALENTS

The Company considers all money market funds and highly liquid debt
instruments with an original maturity of three (3) months or less to
be cash equivalents. U.S. Treasury securities are recorded at cost,
which approximates their fair value.

F-6

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004 (CONTINUED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK-BASED COMPENSATION

In October 1995, the FASB issued SFAS No. 123, Accounting for
Stock-Based Compensation, which encourages but does not require
companies to recognize compensation expense for stock-based awards
based on their fair market value at the date of grant. SFAS No. 123
allows companies to continue to employ the intrinsic value method
under APB No. 25 provided that pro-forma disclosures of net income and
earnings per share under the fair value method are included in the
notes to the consolidated financial statements. The required
disclosures were amended in December 2002 with the issuance of SFAS
No. 148, Accounting for Stock Based Compensation -- Transition and
Disclosure. The Company has adopted the disclosure requirements of
SFAS No. 123 as amended by SFAS No. 148, but will continue to account
for stock-based compensation using the intrinsic value method
prescribed under APB No. 25.

The Company accounts for its employee stock options using the
intrinsic value method in accordance with Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees."
Accordingly, compensation expense is recorded on the date of grant
only if the current market price of the underlying stock exceeds the
exercise price. The Company provides pro-forma net income and
pro-forma earnings per share disclosures for employee stock option
grants as if the fair-value-based method had been applied in
accordance with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation." Had the cost of the stock
options that were issued or extended to employees been determined
based on the fair value of options at the grant date, the Company's
net loss would have increased by $19,200 and $116,700 for the years
ended August 31, 2005 and 2004, respectively, and loss per share
pro-forma amounts would be as follows:

Year Ended August 31,
-------------------------
2005 2004
--------- -----------

Net loss as reported $(104,114) $(366,128)
Add: Stock-based employee compensation expense
included in reported net income, net of
related tax effects $ 0 $ 0
Deduct: Total stock-based compensation expense
determined under fair value-based method for
all awards, net of related tax effects $ 19,200 $ 116,700
--------- ---------
Pro Forma Net Loss $(123,314) $(482,828)
========= =========
Net loss per common share:
Basic - as reported $ (0.03) $ (0.11)
Basic - pro forma $ (0.04) $ (0.14)
Diluted - as reported $ (0.03) $ (0.11)
Diluted - pro forma $ (0.04) $ (0.14)

F-7

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004 (CONTINUED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK-BASED COMPENSATION (CONTINUED)

The fair values of options granted to employees were determined based
on the Black-Scholes option-pricing model, utilizing the following
assumptions:

2005 2004
-------- ----------
Expected life of options 10 years 5-10 years
Risk-free interest rate 4.0% 3.8-4.6%
Expected volatility 79% 49%
Expected dividend yield 0% 0%
Weighted average fair
market value of options granted $0.64 $0.73

INCOME TAXES

Current income taxes are based on the year's taxable income for
federal and state income tax reporting purposes.

Deferred income taxes are provided on a liability basis whereby
deferred tax assets are recognized for deductible temporary
differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax law and rates on the
date of enactment.

LOSS PER SHARE

Net loss per common share is based on the weighted average number of
shares of common stock outstanding during each year. Common stock
equivalents, including 725,251 options, are not considered in diluted
loss per share because the effect would be anti-dilutive.

F-8

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004 (CONTINUED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingent
liabilities and assets at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash equivalents and accounts payable and
accrued expenses approximates fair value due to the short maturity of
these instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2005, the Financial Accounting Standard Board ("FASB") issued
SFAS No.154, "Accounting Changes and Error Corrections", a replacement
of APB Opinion No. 20, Accounting Changes, and FASB SFAS No. 3,
Reporting Accounting Changes in Interim Financial Statements. SFAS No.
154 applies to all voluntary changes in accounting principles, and
changes the requirements for accounting for and reporting of, a change
in accounting principle. SFAS No.154 requires retrospective
application to prior periods' financial statements of a voluntary
change in an accounting principle unless it is impracticable. SFAS No.
154 is effective for accounting changes and corrections of errors made
in fiscal years beginning after December 15, 2005. Earlier application
is permitted for accounting changes and corrections of errors
occurring in fiscal years beginning after June 1, 2005. SFAS No. 154
does not change the transition provisions of any existing accounting
pronouncements, including those that are in transition phase as of the
date of SFAS No. 154. The Company does not believe that adoption of
SFAS No. 154 will have a material impact on its consolidated financial
statements.

F-9

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004 (CONTINUED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In December 2004, the FASB issued SFAS No. 123 (R), "Share-Based
Payment." SFAS No. 123 (R) revises SFAS No. 123, "Accounting for
Stock-Based Compensation" and supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees." SFAS No. 123 (R) focuses
primarily on the accounting for transactions in which an entity
obtains employee services in share-based payment transactions. SFAS
No. 123 (R) requires companies to recognize in the statement of
operations the cost of employee services received in exchange for
awards of equity instruments based on the grant-date fair value of
those awards (with limited exceptions). SFAS No. 123 (R) is effective
as of the first interim or annual reporting period that begins after
June 15, 2005 for non-small business issuers and after December 15,
2005 for small business issuers. Accordingly, the Company will adopt
SFAS No. 123 (R) in its quarter ending February 28, 2006. The Company
is currently evaluating the provisions of SFAS No. 123 (R) and has not
yet determined the impact, if any, that SFAS No. 123 (R) will have on
its financial statement presentation or disclosures.

NOTE 3 - INCOME TAXES

At August 31, 2005 and 2004, the Company had net operating loss
carryforwards ("NOLs") of approximately $1,617,000 and $1,500,000 for
federal income tax reporting purposes, $771,000 and $771,000 for New
Jersey State income tax reporting purposes, and $1,108,000 and
$940,000 for Georgia State income tax reporting purposes,
respectively. These losses create a deferred tax asset at August 31,
2005 and 2004. The Company has recorded a 100% valuation allowance
against deferred tax assets and benefits due to the uncertainty of
their ultimate realization.

In accordance with certain provisions of the Tax Reform Act of 1986 a
change in ownership of greater than fifty (50%) percent of a
corporation within a three (3) year period will place an annual
limitation on the corporation's ability to utilize its existing tax
benefit carryforwards. Such a change in ownership may have occurred in
connection with the private placement of securities. Additionally, the
Company's utilization of its tax benefit carryforwards may be
restricted in the event of possible future changes in the ownership of
the Company from the exercise of warrants or other future issuances of
common stock.

F-10

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004 (CONTINUED)

NOTE 3 - INCOME TAXES (CONTINUED)

The deferred income tax benefits of operating losses for the years
ended August 31, 2005 and 2004 are approximately as follows:

2005 2004
-------- ---------
Federal $ 33,000 $ 90,000
Georgia 10,000 20,000
New Jersey -- --
-------- ---------
43,000 110,000

Valuation allowance (43,000) (110,000)
-------- ---------
Total $ -- $ --
======== =========

The tax effects of significant items composing the Company's net
deferred tax asset, as of the end of the indicated year, are as
follows:

2005 2004
--------- ---------
Deferred tax assets:
Federal NOLs $ 453,000 $ 420,000
Georgia NOLs 66,000 56,000
New Jersey NOLs 66,000 66,000
--------- ---------
585,000 542,000

Valuation allowance (585,000) (542,000)
--------- ---------
Total $ -- $ --
========= =========

The net increase in the valuation allowance of $43,000 and $110,000
during the years ended August 31, 2005 and 2004, respectively, was due
to the deferred income tax benefits of operating losses incurred
during the corresponding years, which have been fully reserved due to
the uncertainty of their ultimate realization.

F-11

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004 (CONTINUED)

NOTE 3 - INCOME TAXES (CONTINUED)

NOLs expire approximately as follows:

Year Federal New Jersey Georgia
---- ---------- ---------- ----------
2006 $ -- $ 42,000 $ --
2007 -- 516,000 --
2008 -- 213,000 --
2011 185,000 -- --
2019 43,000 -- --
2020 389,000 -- 89,000
2021 218,000 -- 129,000
2022 187,000 -- 207,000
2023 157,000 -- 175,000
2024 321,000 -- 340,000
2025 117,000 -- 168,000
---------- -------- ----------
$1,617,000 $771,000 $1,108,000
========== ======== ==========

NOTE 4 - RELATED PARTY TRANSACTIONS

On March 1, 2000, the Company executed a month-to-month agreement to
sub-lease office space and share office equipment and a bookkeeper's
time for $900 a month from R. D. Garwood, Inc. ("Garwood"). The
Company's president/treasurer/secretary is the chief financial officer
of Garwood. The Company's expense for these shared facilities and
bookkeeping services was $10,800 for each of the years ended August
31, 2005 and 2004.

NOTE 5 - STOCK OPTIONS

On July 29, 2004 the Board of Directors by unanimous consent passed
the following resolutions:

o The Board extended the expiration date of an aggregate of
90,000 previously issued officers' stock options from 5 to
10 years. There was no recognized expense because all of
these options were issued to employees.

F-12

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004 (CONTINUED)

NOTE 5 - STOCK OPTIONS (CONTINUED)

o The Board awarded to each of its three members, for serving
on the Board, options to purchase 20,000 shares each of the
Company's common stock, exercisable immediately or for any
time during the ten (10) year period commencing on the grant
date of July 29, 2004 at exercise price of $0.68. There was
no recognized expense because all of these options were
issued to employees.

o The Board awarded options to purchase the Company's common
stock, exercisable immediately or for any time during the
ten (10) year period commencing on the grant date of July
29, 2004 at exercise price of $0.68 of 75,000 shares to the
Company's president/treasurer and 25,000 shares to the
Company's chairman. There was no recognized expense because
all of these options were issued to employees.

o The Board extended the expiration date on 200,251options
that were issued in March 2000 to an underwriter for an
additional five years to March 2010. Accordingly, the
Company incurred an expense of $58,073 in fiscal 2004 for
extending these options. The assumptions used in re-pricing
these options were 5-6 years expected life, 3.8% interest
rate, volatility 49% and a 0% dividend yield.

In August 2005, the Board of Directors awarded to each of its three
Directors, for serving on the Board, options to purchase 10,000 shares
each of the Company's common stock, exercisable immediately or for any
time during the ten (10) year period commencing on the grant date of
August 26, 2005 at exercise price of $0.60. There was no recognized
expense because all of these options were issued to employees.

F-13

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004 (CONTINUED)

NOTE 5 - STOCK OPTIONS (CONTINUED)

A summary of the Company's stock option activity is as follows:

Fiscal Year Ended
---------------------------------------
August 31, 2005 August 31, 2004
------------------ ------------------
Weighted Weighted
Number Average Number Average
of Exercise of Exercise
Shares Price Shares Price
------- -------- ------- --------
Outstanding at Beginning of
Year 695,251 $1.17 535,251 $1.31
Options Granted 30,000 0.60 160,000 0.68
------- ----- ------- -----
Outstanding at End of Year 725,251 $1.14 695,251 $1.17
======= ===== ======= =====

The following additional information relates to options outstanding as
of August 31, 2005:
Number of
Exercise Options Weighted Weighted Average
Price Outstanding and Average Remaining
Range Exercisable Exercise Price Life (Years)
------------ --------------- -------------- ----------------
$0.50 - 0.68 380,000 $0.63 7.8
1.30 65,000 1.30 5.3
1.50 200,251 1.50 4.6
$2.56 - 2.63 80,000 2.58 4.0
-------
725,251 $1.14 6.3
=======

F-14

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004 (CONTINUED)

NOTE 6 - DEFERRED MERGER COSTS

On September 19, 2003, the Company and its wholly owned subsidiary,
DPE Acquisition Corp. ("Merger Sub"), entered into an agreement and
plan of reorganization and merger ("Merger Agreement") with Direct
Petroleum Exploration, Inc. ("DPE"). The Merger Agreement provided for
the merger ("Merger") of Merger Sub with and into DPE, with DPE
surviving the Merger as a wholly owned subsidiary of the Company. DPE
is a development-stage company that owns patented technology for the
direct detection of hydrocarbon reserves.

The Merger Agreement provided that any party could terminate the
Merger Agreement if the Merger had not been consummated on or prior to
April 19, 2004. In March 2004, the parties to the Merger Agreement
executed Amendment No. 1 thereto for the sole purpose of extending the
date to June 19, 2004 on which date any party could terminate the
Merger Agreement if the Merger had not then been consummated. In July
2004, the Company elected to terminate the Agreement under the
foregoing provision.

Although the Company did not consummate the Merger, it did incur
significant costs related to reviewing the aspects of the business of
DPE and negotiating the transactions, including legal and banking
fees. The Company expensed these costs of $148,857 in the fourth
quarter of last fiscal year ended August 31, 2004, which are included
in general and administrative expenses.

F-15

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

Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES

An evaluation of the effectiveness of our disclosure controls and
procedures was made as of August 31, 2005 under the supervision and with the
participation of our management, including our chairman, president and
treasurer. Based on that evaluation, they concluded that our disclosure controls
and procedures are effective to ensure that information required to be disclosed
by us in reports that we file or submit under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms. There has been
no significant change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting subsequent to August 31, 2005.

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Our current directors and officers are as set forth in the table
below.

Name Age Position
---- --- --------
Robert H. Donehew 53 President, Treasurer, Secretary and Director*
Anthony Charos 41 Director*

----------
* Member of audit committee

ROBERT H. DONEHEW has served as director, president and treasurer
since November 2000 and as director, vice president and treasurer from February
2000 until October 31, 2000. He has served as our secretary since December 2005.
Mr. Donehew has served as a director and the vice president and treasurer of
Intercom Systems, Inc. since June 2000 and as its acting chairman and acting
president since December 2002. From October 1999 until July 2002, he served as a
director of Ensoport Internetworks, Inc. Since July 1996, Mr. Donehew has been
the chief executive officer of Donehew Capital, LLC, the general partner of
Donehew Fund Limited Partnership, a private investment partnership specializing
in the securities market. In addition, since July 1997, Mr. Donehew has been the
chief executive officer of 3-D Capital, LLC, an investment firm specializing in
due-diligence consulting and investments in the securities markets. Since 1983,
he has also served as chief financial officer of R.D. Garwood, Inc. and Dogwood
Publishing Company Inc. From 1976 through 1983, Mr. Donehew had his own tax and
financial planning practice. Mr. Donehew has been on the board of directors of
Medical Systems Development Corp., a medical software company, since 1986.

ANTHONY CHAROS has served as a director since March 2000. Since June
2000, Mr. Charos has served as a director of Intercom Systems, Inc. From January
2001 until October 2001, Mr. Charos was an account executive with C.E. Unterberg
Towbin, an investment banking firm. From 1993 through December 2000, Mr. Charos
was an account executive with M.H. Meyerson & Co., Inc. and a member of its
investment banking team. From October 2001 until August 2005, Mr. Charos was a
sales representative and referral agent with Weichert Realty. Currently, Mr.
Charos is a sales representative with Karla Cino, Realtors.

Resignation of Director and Executive Officer

John F. McCarthy, III, resigned as our Chairman of the Board, director
and Secretary on December 9, 2005 to devote necessary time to his other
business and personal interests.

Audit Committee

Our entire board serves as our audit committee. We do not currently
have a "financial expert," as such term is defined under the securities law, on
the committee, but we are in the process of seeking an additional director who
will also serve as the financial expert. Previously, the board of directors did
not believe it was necessary to have a financial expert on the Committee given
our lack of commercial operations and limited financial activities.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers, directors and
persons who beneficially own more than ten percent of our common stock ("ten
percent stockholders") to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors and ten-percent
stockholders also are required to furnish us with copies of all Section 16(a)
forms they file. Based solely on our review of the copies of such forms
furnished to us, and written representations that no other reports were
required, we believe that during the fiscal year ended August 31, 2005, all of
our officers, directors and ten-percent stockholders complied with the Section
16(a) reporting requirements.

Code of Ethics

We have adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller or persons performing similar functions, as well as other employees
and our directors and meets the requirements of the SEC. A copy of our Code of
Ethics was previously filed as an exhibit to our Annual Report on Form 10-KSB
for the fiscal year ended 2004. We intend to disclose any amendments to any
waivers from a provision of our Code of Ethics on a Form 8-K filed with the SEC.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the compensation for the three years
ended August 31, 2005 for our chairman of the board and our president (and
principal accounting officer). No executive officer's compensation exceeded
$100,000 (or would have exceeded $100,000 if employed for the full year) for the
year ended August 31, 2005.

SUMMARY COMPENSATION TABLE

Annual Long-Term
Compensation(1) Compensation
---------------------- ------------ All Other
Name and Principal Position Year Salary ($) Bonus ($) Options (#) Compensation
--------------------------- ---- ---------- --------- ------------ ------------

John F. McCarthy, III(2) 2005 0 0 10,000 0
Chairman and Secretary 2004 0 0 45,000 0
2003 12,500 0 10,000 0
Robert H. Donehew 2005 30,000 0 10,000 0
President and Principal 2004 30,000 0 95,000 0
Accounting Officer 2003 30,000 0 10,000 0

(1) The above compensation does not include other personal benefits, the total
value of which do not exceed the lesser of $50,000 or 10% of such person's
or persons' cash compensation).

(2) Mr. McCarthy resigned as our Chairman of the Board, a director and
Secretary in December 2005.

Option Grants

The following table represents the stock options granted in the fiscal year
ended August 31, 2005 to such executive officers.

OPTION GRANTED IN THE LAST FISCAL YEAR

Number of
Securities Percent of Total
Underlying Options Granted to Exercise Price
Options Granted Employees in of Options
Name of Executive (#) Fiscal Year (%) ($) Expiration Date
----------------- --------------- ------------------ -------------- ---------------

John F. McCarthy, III(1) 10,000 33% $0.60 8/25/15
Robert H. Donehew 10,000 33% $0.60 8/25/15

(1) Mr. McCarthy resigned as our Chairman of the Board, a director and
Secretary in December 2005.

The following table sets forth the fiscal year end option values of
outstanding options at August 31, 2005 and the dollar value of unexercised,
in-the-money options for our executive officers identified in the Summary
Compensation table above.

AGGREGATED FISCAL YEAR-END OPTION VALUES

Number of Securities Underlying Dollar Value of Unexercised
Unexercised Options at in-the-money Options at
August 31, 2005 August 31, 2005(1)
------------------------------- ---------------------------
Exercisable Unexercisable Exercisable Unexercisable
Name (#) (#) ($) ($)
---- ----------- ------------- ----------- -------------

John F. McCarthy, III(2) 145,000 0 $14,200 0
Robert H. Donehew 220,000 0 $18,200 0

(1) These values are based on the difference between the closing sale price of
our common stock on August 31, 2005 (the last trading day of the fiscal
year) of $.76 and the exercise prices of the options, multiplied by the
number of shares of common stock subject to the options.

(2) Mr. McCarthy resigned as our Chairman of the Board, a director and
Secretary in December 2005.

Employment Arrangements

We do not have an employment agreement with Robert H. Donehew, our
principal executive officer. In December 2000, we paid Mr. Donehew $20,625 by
issuing him 15,000 shares of our common stock as compensation for his services
as our vice president and treasurer through August 2000. On September 1, 2000,
we commenced paying Mr. Donehew $2,500 per month for his services as an
executive officer.

In fiscal year 2004, we issued Mr. Donehew and Mr. McCarthy ten-year
options to purchase 75,000 shares and 25,000 shares, respectively, to compensate
them for additional services rendered to the Company and to incentive them for
future efforts. All of these options are exercisable at an exercise price of
$0.68 per share and vested immediately.

Compensation Arrangements for Directors

Our directors do not currently receive any cash compensation for their
services. In August 2005, we granted each of our directors ten-year options to
purchase 10,000 shares of our common stock. All of these options are exercisable
at an exercise price of $0.60 per share and vested immediately.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table and accompanying footnotes set forth certain information as
of December 1, 2005, with respect to the ownership of our common shares by: to
each person or group who beneficially owns more than 5% of our common shares;

o each of our directors;

o each of our named executive officers; and

o all of our directors and executive officers as a group.

A person is deemed to be the beneficial owner of securities that can be acquired
by the person within 60 days from the record date upon the exercise of warrants
or options. Accordingly, common shares issuable upon exercise of options and
warrants that are currently exercisable or exercisable within 60 days of
December 1, 2005 have been included in the table with respect to the beneficial
ownership of the person owning the options or warrants, but not with respect to
any other persons.

Amount and Nature of
Name and Address ---------------------------------------
of Beneficial Owner Beneficial Ownership Percent of Class
------------------- -------------------- ----------------
Robert H. Donehew 355,000(1) 9.7%
Donehew Fund Limited Partnership
111 Village Parkway, Building #2
Marietta, Georgia 30067

Ronald I. Heller 374,502(2) 10.7%
74 Farview Road
Tenafly, New Jersey 07670

David S. Nagelberg 429,228(3) 12.5%
7012 Rancho La Cima Drive
Rancho Santa Fe, California 92067

Paul O. Koether 484,690(4) 14.1%
211 Pennbrook Road
Far Hills, New Jersey 07931

Shamrock Associates 409,470(5) 11.9%
211 Pennbrook Road
Far Hills, New Jersey 07931

John W. Galuchie, Jr. 212,166(6) 6.2%
376 Main Street
Bedminster, New Jersey 07921

Asset Value Holdings, Inc. 200,000 5.8%

Galt Asset Management 200,000 5.8%
c/o Brian Vitale
125 West Shore Road
Huntington, New York 11743

Anthony Charos 120,000(7) 3.4%
275 Engle Street, BA2
Englewood, New Jersey 07631

John F. McCarthy, III 145,000(8) 4.0%
2401 Pennsylvania Avenue, N.W.
Washington, D.C. 20037

All directors and executive officers 620,000(9) 15.8%
as a group (three persons)

(1) Includes 100,000 shares of common stock owned by Donehew Fund Limited
Partnership, of which Donehew Capital LLC, a Georgia limited liability
company, is the general partner; Mr. Donehew is the manager of Donehew
Capital LLC. Also includes 220,000 shares of common stock issuable upon
exercise of exercisable options.

(2) Includes 48,522 shares of common stock issuable upon exercise of
exercisable options ("Purchase Option"), 144,615 shares of common stock
held of record by the Ronald I. Heller Revocable Trust dated 12/23/97
("Ronald Trust"), 144,615 shares of common stock held of record by the
Joyce L. Heller Revocable Trust dated 12/23/97 ("Joyce Trust") and 36,750
shares of common stock held of record by the Delaware Charter Guarantee &
Trust Co., for the benefit of the Ronald I. Heller IRA ("Ronald IRA").
Joyce L. Heller does not directly own any shares of common stock. As the
co-trustee of the Ronald Trust and Joyce Trust, Joyce has shared voting and
dispositive power over the shares held in such trusts. Although Joyce
disclaims any voting or dispositive power over the 48,522 shares of Common
Stock owned by Ronald through the Purchase Option and the 36,750 shares of
Common Stock held for the benefit of the Ronald IRA, all of which Ronald
has sole voting and dispositive power over, Joyce may be deemed to
beneficially own such shares pursuant to interpretations of the Securities
and Exchange Commission.

(3) Held by the David S. Nagelberg 2003 Revocable Trust of which David S.
Nagelberg is the sole trustee.

(4) Includes 209,470 shares of common stock beneficially owned by Shamrock
Associates, of which Mr. Koether is the general partner, 200,000 shares
held by Asset Value Holdings, Inc., of which Mr. Koether is President,
7,166 shares owned by Sun Equities

Corporation, of which Mr. Koether is Chairman and a principal stockholder;
1,666 shares held by Mr. Koether's IRA, 20,000 shares owned by Mr.
Koether's wife; and 15,000 shares held in discretionary accounts for Mr.
Koether's brokerage customers.

(5) Includes 200,000 shares of common stock held by Asset Value Holding, of
which Shamrock Associates is the ultimate parent. Shamrock Associates
disclaims beneficial ownership of these shares.

(6) Includes 200,000 shares of common stock held by Asset Value Holdings, Inc.,
of which Mr. Galuchie is the Treasurer. Mr. Galuchie disclaims beneficial
ownership of the shares held by Asset Value Holdings. Also includes 7,166
shares owned by Sun Equities Corporation, of which Mr. Galuchie is a
director and officer. Mr. Galuchie disclaims beneficial ownership of the
shares held by Sun Equities Corporation.

(7) Includes 20,000 shares of common stock held with Kevin Charos, as Tenants
in Common, and 100,000 shares of common stock issuable upon exercise of
exercisable options.

(8) Includes 145,000 shares of common stock issuable upon exercise of
exercisable options.

(9) Includes the shares of common stock deemed to be included in the respective
beneficial holdings of Robert H. Donehew and Anthony Charos. Also includes
the shares of common stock deemed to be included in the beneficial holdings
of John F. McCarthy, III, our former chairman of the board, director and
secretary who resigned those positions in December 2005.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

R.D. Garwood, Inc. provides us with the use of office space, fixtures,
furniture and equipment, as well as our administrative assistant, at a cost of
$900 per month. Robert H. Donehew, our president, treasurer, secretary and
director, is also chief financial officer of R.D. Garwood, Inc.

During its course of existence, we engaged in certain other
transactions with related parties, as describe in Note 4 to the Financial
Statements contained in this Report.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits Filed.

See Exhibit Index appearing later in this Report.

(b) Reports on Form 8-K.

Not applicable.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

2005 2004
------- -------
Audit Fees(1) $24,745 $18,316
Tax Fees 0 3,000
------- -------
Total $24,745 $21,316
======= =======

----------
(1) Represents the aggregate fees billed for professional services rendered by
our principal accountant for the audit of our annual financial statements
for the years ended August 31, 2005, and August 31, 2004 and review of
financial statements included in our quarterly reports on Form 10-QSB or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those periods.

SIGNATURES

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

Dated: December 9, 2005 GOLF ROUNDS.COM, INC.
(Registrant)

By:
------------------------------------
Name: Robert H. Donehew
Title: President, Treasurer and Secretary

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

President, Treasurer, Secretary December 9, 2005
------------------------- and Director (Principal
Robert H. Donehew Executive and Principal
Accounting and Financial
Officer)

Director December 9, 2005
-------------------------
Anthony Charos

EXHIBIT INDEX

Incorporated
By Reference
Exhibit from No. in
Number Description Document Document
------- ----------- -------------- --------
1.1 Agreement and Plan of Merger A 2.1

2.1 Agreement and Plan of Reorganization and E 2.1
Merger, dated as of September 19, 2003,
among the Company, DPE Acquisition Corp.
and Direct Petroleum Exploration, Inc.

3.1 Certificate of Incorporation A 3.1

3.1.1 Bylaws A 3.1.1

10.1 Employment Agreement, dated May 17, A 10.1
1999, between the Company and Thomas K.
Van Herwarde

10.2 Stock Purchase Agreement, dated January B 2.1
18, 2000, among Asset Value Holdings,
Inc., Bradford Trading Company, Paul
Koether, Shamrock Associates, Sun
Equities Corporation, Thomas K. Van
Herwarde, The Rachel Beth Heller 1997
Trust Dated 7/9/97, The Evan Todd Heller
Trust Dated 6/17/97, Martan & Co.,
Donehew Fund Limited Partnership,
Jonathan & Nancy Glaser Family Trust
Dated 12/16/98, W. Robert Ramsdell and
Nagelberg Family Trust Dated 9/24/97

10.3 Content Licensing and Distribution C 10.1
Agreement, dated December 2, 1999,
between the Company and TicketMaster
OnLine - CitySearch, Inc

10.4 Form of option agreement for options C 10.2
issued as of March 13, 2000

10.5 Form of subscription agreement for C 10.3
private offering.

10.6 Form of agency agreement for private C 10.4
offering

Incorporated
By Reference
Exhibit from No. in
Number Description Document Document
------- ----------- -------------- --------
10.7 From of placement agent's purchase C 10.5
option for private offering

10.8 Form of registration rights agreement C 10.6
between the Company and certain security
holders.

10.9 Form of Stock Option Agreement, dated D 10.9
December 28, 2000 between the Company
and each of John F. McCarthy, III and
Robert H. Donehew

10.9.2 Schedule of Stock Option Agreements in F 10.9.2
the form of Exhibit 10.9, including
material detail in which such documents
differ from Exhibit 10.9

10.9.3 Schedule of Stock Option Agreements in G 10.9.3
the form of Exhibit 10.9, including
material detail in which such documents
differ from Exhibit 10.9

10.10 Form of Escrow Agreement E 10.1

10.11 Finders Fee Agreement E 10.2

10.12 Form of Employment Agreement between the E 10.3
Company and Edward Gendelman

10.13 Form of Employment Agreement between the E 10.4
Company and George Faris

10.15 Form of Stock Option Agreement between Filed herewith
Company and each of John F. McCarthy,
III, Robert H. Donehew and Anthony
Charos

10.16 Code of Ethics H 10.16

31.1 Section 302 Certification Filed herewith

31.2 Section 302 Certification Filed herewith

Incorporated
By Reference
Exhibit from No. in
Number Description Document Document
------- ----------- -------------- --------
32.1 Section 906 Certification Filed herewith

99.1 Risk Factors H 99.1

----------
A. Company's Quarterly Report on Form 10-QSB for the quarter ended May 31,
1999.

B. Company's Current Report on Form 8-K, filed with the SEC on January 19,
2000.

C. Company's Quarterly Report on Form 10-QSB for the quarter ended February
29, 2000.