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

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.

At November 26, 2007, the aggregate market value of the common stock held by non-affiliates of the issuer was $1,712,167.

At November 26, 2007, the issuer had 3,447,377 shares of common stock, par value $.01 per share, outstanding.


		Page
PART I		3
ITEM 1.	DESCRIPTION OF BUSINESS	3
ITEM 2.	DESCRIPTION OF PROPERTIES	6
ITEM 3.	LEGAL PROCEEDINGS	6
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	6
PART II		7
ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	7
ITEM 6.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
ITEM 7.	FINANCIAL STATEMENTS	10
ITEM 8.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	11
ITEM 8A.	CONTROLS AND PROCEDURES	11
PART III		12
ITEM 9.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	12
ITEM 10.	EXECUTIVE COMPENSATION	13
ITEM 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	14
ITEM 12.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	16
ITEM 13.	EXHIBITS AND REPORTS ON FORM 8-K	16
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	16
SIGNATURES		17

Golf Rounds.com, Inc. was incorporated in 1968 as a Delaware corporation and 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 determined to cease 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 still own 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. The Company continues to maintain the subsidiary for use in any other potential future acquisition. This subsidiary is currently inactive and has no operations.

Our current business plan is to serve as a vehicle for the acquisition of or merger or consolidation with another company (a ‘‘target business’’). We intend to use our available working capital ($2,232,850 as of August 31, 2007), capital stock, debt or a combination of these to effect a business combination with a target business which we believe has significant growth potential. 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.

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.

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:

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.

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.

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:

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.

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.

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.)

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.

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.

As of November 26, 2007, we believe there were more than 400 beneficial holders of our common stock.

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.

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.

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.

For the year ended August 31, 2007, other income (interest) was $112,747 as compared to $94,571 for the year ended August 31, 2006. The increase in interest income for the year ended August 31, 2007, 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 and August of 2006, we incurred due diligence expenses in the amount of $5,325 in performing due diligence with regards to several potential merger candidates, but both targets were abandoned.

General, administrative and other expenses were $153,591 for the year ended August 31, 2007, as compared to $182,626 for the year ended August 31, 2006. The decrease in expenses was due to lower stock-based compensation expenses of $7,400, audit and accounting fee expenses of $6,304, merger costs expenses of $5,325, legal expenses of $5,167, directors and officers liability insurance expenses of $4,096, taxes and licenses of $816, and payroll expenses of $56, offset by higher postage of $72, bank charges of $38, stockholder service expenses of $11 and dues and subscriptions of $8.

General, administrative and other expenses for the year ended August 31, 2007, consisted of directors and officers liability insurance expenses of $43,592, payroll expenses of $32,354, audit and accounting fee expenses of $23,114, stock-based compensation expense of $22,000, legal expenses of $12,219, office sharing expenses of $10,800, stockholder service expenses of $6,320, taxes and license expenses of $2,549, postage of $286, bank charges of $200 and dues and subscriptions of $157.

At August 31, 2007, cash and cash equivalents were $2,204,485, which included $2,160,014 that was invested in U.S. Treasury Securities that matures in November 2007 yielding 4.87% and $40,808 invested in a money market with an effective yield of 4.30% and $3,663 in a non-interest bearing checking account. At August 31, 2007, working capital was $2,232,850.

Cash flows used in operating activities for the year ended August 31, 2007 of $14,087 primarily relates to general and administrative expenses net of stock-based compensation expense.

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 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 we 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.

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


			Page
Report of Independent Registered Public Accounting Firm			F-1
Consolidated Balance Sheet as of August 31, 2007			F-2
Consolidated Statements of Operations for the years ended August 31, 2007 and 2006			F-3
Consolidated Statements of Stockholders’ Equity for the years ended August 31, 2007 and 2006			F-4
Consolidated Statements of Cash Flows for the years ended August 31, 2007 and 2006			F-5
Notes to the Consolidated Financial Statements			F-6 – F-11

We have audited the accompanying consolidated balance sheet of Golf Rounds.com, Inc. and subsidiary as of August 31, 2007 and the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended August 31, 2007 and 2006. 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, 2007 and the results of their operations and cash flows for the years ended August 31, 2007 and 2006 in conformity with accounting principles generally accepted in the United States of America.


	August 31, 2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	2,204,485
Prepaid expenses			29,440
TOTAL CURRENT ASSETS			2,233,925
TOTAL ASSETS		$	2,233,925
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	1,075
TOTAL CURRENT LIABILITIES			1,075
COMMITMENTS AND CONTINGENCIES
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			4,883,339
Accumulated deficit			(2,684,962	)
TOTAL STOCKHOLDERS’ EQUITY			2,232,850
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	2,233,925

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

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006


	August 31,
	2007				2006
EXPENSES:
General, administrative and other		$	153,591			$	182,626
TOTAL EXPENSES			153,591				182,626
LOSS FROM OPERATIONS			(153,591	)			(182,626	)
OTHER INCOME:
Interest			112,747				94,571
TOTAL OTHER INCOME			112,747				94,571
NET LOSS		$	(40,844	)		$	(88,055	)
NET LOSS PER COMMON SHARE – BASIC AND DILUTED		$	(0.01	)		$	(0.03	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED			3,447,377				3,447,377

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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006


	Common Stock					Additional Capital in Excess of Par Value			Accumulated Deficit				Total
	Shares		Par Value			Additional Capital in Excess of Par Value			Accumulated Deficit				Total
Balance, August 31, 2005		3,447,377		$	34,473		$	4,831,939		$	(2,556,063	)		$	2,310,349
Stock-based compensation		—			—			29,400			—				29,400
Net loss		—			—			—			(88,055	)			(88,055	)
Balance, August 31, 2006		3,447,377			34,473			4,861,339			(2,644,118	)			2,251,694
Stock-based compensation		—			—			22,000			—				22,000
Net loss		—			—			—			(40,844	)			(40,844	)
Balance, August 31, 2007		3,447,377		$	34,473		$	4,883,339		$	(2,684,962	)		$	2,232,850

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

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006


	August 31,
	2007				2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(40,844	)		$	(88,055	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			22,000				29,400
Changes in operating assets and liabilities:
Decrease in prepaid expenses			6,932				628
(Decrease) increase in accounts payable and accrued expenses			(2,175	)			1,111
NET CASH USED IN OPERATING ACTIVITIES			(14,087	)			(56,916	)
NET DECREASE IN CASH AND CASH EQUIVALENTS			(14,087	)			(56,916	)
CASH AND CASH EQUIVALENTS – beginning			2,218,572				2,275,488
CASH AND CASH EQUIVALENTS – ending		$	2,204,485			$	2,218,572

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

Golf Rounds.com, Inc. (the ‘‘Company’’) was incorporated in 1968 as a Delaware corporation and 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 determined to cease 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.

The Company’s current business plan is primarily to serve as a vehicle for the acquisition of or merger or consolidation with another company (a ‘‘target business’’). The Company intends to use its available working capital, capital stock, debt, or a combination of these to effect a business combination with a target business which management believes has significant growth potential.

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.

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.

Effective December 15, 2005, the Company adopted Statement of Financial Accounting Standards (‘‘SFAS’’) 123 (revised 2004), ‘‘Share-Based Payment’’, or SFAS 123R, and its related implementation guidance as promulgated by both the Financial Accounting Standards Board (the ‘‘FASB’’), and the Securities and Exchange Commission (‘‘SEC’’) Staff Accounting Bulletin (‘‘SAB’’) No. 107, or SAB 107, associated with the accounting for share-based compensation arrangements of employees and directors. These pronouncements require that equity-based compensation cost be measured at the

grant date (based upon an estimate of the fair value of the compensation granted) and recorded to expense over the requisite service period, which generally is the vesting period. The Company adopted SFAS 123R using the prospective method for the year ended August 31, 2006. Under this method, share-based compensation is recognized for all new share-based awards and to awards modified, repurchased, or cancelled on or after December 15, 2005, the effective date, in accordance with the original provisions of FASB Statement No. 123, ‘‘Accounting for Stock-Based Compensation’’ (‘‘SFAS 123’’) based on the grant date fair value estimated using the Black-Scholes option pricing model.

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.

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 835,251 and 795,251 options for the years ended August 31, 2007 and 2006, respectively, are not considered in diluted loss per share because the effect would be anti-dilutive.

Cash and cash equivalents and accounts payable and accrued expenses are recorded in the financial statements at cost, which approximates fair value due to the short-term maturity of these instruments.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, ‘‘The Fair Value Option for Financial Assets and Financial Liabilities’’ (‘‘SFAS No. 159’’), which provides companies with an option to report selected financial assets and liabilities at fair value. SFAS No. 159’s objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. Generally accepted account principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings. SFAS No. 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 requires companies to provide additional information that will help investors and other

users of financial statements to more easily understand the effect of the company’s choice to use fair value on its earnings. SFAS no. 159 also requires companies to display the fair value of those assets and liabilities for which the company has chosen to use fair value on the face of the balance sheet. SFAS No. 159 does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS No. 157 and SFAS No. 107. SFAS No. 159 is effective as of the beginning of a company’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided the company makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157. The Company is currently assessing the potential effect of SFAS No. 159 on its financial statements.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, ‘‘Fair Value Measurements’’ (‘‘SFAS 157’’), which establishes a formal framework for measuring fair value under Generally Accepted Accounting Principles (‘‘GAAP’’). SFAS 157 defines and codifies the many definitions of fair value included among various other authoritative literature, clarifies and, in some instances, expands on the guidance for implementing fair value measurements, and increases the level of disclosure required for fair value measurements. Although SFAS 157 applies to and amends the provisions of existing FASB and American Institute of Certified Public Accountants (‘‘AICPA’’) pronouncements, it does not, of itself, require any new fair value measurements, nor does it establish valuation standards. SFAS 157 applies to all other accounting pronouncements requiring or permitting fair value measurements, except for: SFAS 123R, share-based payment and related pronouncements, the practicability exceptions to fair value determinations allowed by various other authoritative pronouncements, and AICPA Statements of Position 97-2 and 98-9 that deal with software revenue recognition. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently assessing the potential effect of SFAS No. 157 on its financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, ‘‘Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109’’ (‘‘FIN 48’’), which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is ‘‘more likely than not’’ that the position is sustainable based on its technical merits. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. The Company does not expect FIN 48 will have a material effect on its financial condition or results of operations.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

The components of the benefit (provision) for income taxes from continuing operations are as follows for the years ended August 31:

Significant items making up the deferred tax assets and deferred tax liabilities are as follows as of August 31:

A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. Accordingly, a valuation allowance was established in 2007 and 2006 for the full amount of the deferred tax asset due to the uncertainty of realization. Management believes that based upon its projection of future taxable operating income for the foreseeable future, it is more likely than not that the Company will not be able to realize the benefit of the deferred tax asset at August 31, 2007. The net change in the valuation allowance during the year ended August 31, 2007 was an increase of $3,000. The valuation allowance as of August 31, 2007 was $618,000.

The amounts and corresponding expiration dates of the Company’s unused net operating loss carryforwards are shown in the following table as of August 31, 2007.

The Company’s effective income tax (benefit) rate for continuing operations differs from the statutory federal income tax benefit rate as follows:

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 options or other future issuances of common stock.

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, 2007 and 2006.

On July 23, 2007, the Board of Directors awarded to each of its two Directors, for serving on the Board, options to purchase 10,000 shares each of the Company’s common stock, and to the Company’s president/treasurer/secretary, for reviewing possible target businesses, options to purchase 20,000 shares of the Company’s common stock. These options are exercisable immediately or for any time during the ten (10) year period commencing on the grant date of July 23, 2007 at an exercise price of $0.83 per share. Compensation cost of $22,000 was recognized for options issued during fiscal 2007.

On July 17, 2006, the Board of Directors awarded to each of its two Directors, for serving on the Board, options to purchase 10,000 shares each of the Company’s common stock, and to the Company’s president/treasurer/secretary, for reviewing possible target businesses, options to purchase 50,000 shares of the Company’s common stock. These options are exercisable immediately or for any time during the ten (10) year period commencing on the grant date of July 17, 2006 at exercise price of $0.60 per share. Compensation cost of $29,400 was recognized for options issued during fiscal 2006.

The fair values of each option award is estimated on the date of grant using the Black-Scholes option-pricing model, utilizing the assumptions noted in the following table for each fiscal year. Expected volatilities are based on historical volatility of the Company’s stock. The expected terms represent the period of time that options granted are expected to be outstanding. The risk-free rates are based on U.S. Treasury securities with similar maturities as the expected term of the options at the time of grant.

A summary of the Company’s stock option activity during the year ended August 31, 2007 is presented below:

The weighted-average grant-date fair value of options granted during the years ended August 31, 2007 and 2006 was $0.55 and $0.42, respectively.

An evaluation of the effectiveness of our disclosure controls and procedures was made as of August 31, 2007 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, 2007.

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.

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, 2006, all of our officers, directors and ten-percent stockholders complied with the Section 16(a) reporting requirements.

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.

The following table sets forth the compensation for the three years ended August 31, 2007 for our president (and principal executive and 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, 2007.

The following table represents the stock options granted in the fiscal year ended August 31, 2007 to such executive officers.

The following table sets forth the fiscal year end option values of outstanding options at August 31, 2007 and the dollar value of unexercised, in-the-money options for our executive officers identified in the Summary Compensation table above.

In fiscal year 2006, we issued to Mr. Donehew ten-year options to purchase 50,000 shares at an exercise price of $0.60 per share and vested immediately to compensate him for additional services rendered to the Company and to incentive him for future efforts.

In fiscal year 2007, we issued to Mr. Donehew ten-year options to purchase 20,000 shares at an exercise price of $0.83 per share and vested immediately to compensate him for additional services rendered to the Company and to incentive him for future efforts.

Our directors do not currently receive any cash compensation for their services.

In July 2006, we granted to each of our two 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.

In July 2007, we granted to each of our two directors ten-year options to purchase 10,000 shares of our common stock. All of these options are exercisable at an exercise price of $0.83 per share and vested immediately.

The table and accompanying footnotes set forth certain information as of November 13, 2007, 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;

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 November 13, 2007 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 Donehew Fund Limited Partnership 111 Village Parkway, Building #2 Marietta, Georgia 30067		445,000	⁽¹⁾	11.8%
Ronald I. Heller 74 Farview Road Tenafly, New Jersey 07670		374,502	⁽²⁾	10.7%
David S. Nagelberg 7012 Rancho La Cima Drive Rancho Santa Fe, California 92067		429,228	⁽³⁾	12.5%
Paul O. Koether 211 Pennbrook Road Far Hills, New Jersey 07931		484,690	⁽⁴⁾	14.1%
Shamrock Associates 211 Pennbrook Road Far Hills, New Jersey 07931		409,470	⁽⁵⁾	11.9%


	Amount and Nature of
Name and Address of Beneficial Owner	Beneficial Ownership			Percent of Class
John W. Galuchie, Jr. 376 Main Street Bedminster, New Jersey 07921		212,166	⁽⁶⁾	6.2%
Asset Value Holdings, Inc. 211 Pennbrook Road Far Hills, New Jersey 07931		200,000		5.8%
Galt Asset Management c/o Brian Vitale 125 West Shore Road Huntington, New York 11743		200,000		5.8%
Anthony Charos 275 Engle Street, BA2 Englewood, New Jersey 07631		140,000	⁽⁷⁾	3.9%
All directors and executive officers as a group (two persons)		585,000	⁽⁸⁾	15.1%

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.

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.

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.


Exhibit Number	Description	Incorporated By Reference from Document	No. in Document
1.1	Agreement and Plan of Merger	A	2.1
2.1	Agreement and Plan of Reorganization and Merger, dated as of September 19, 2003, among the Company, DPE Acquisition Corp. and Direct Petroleum Exploration, Inc.	E	2.1
3.1	Certificate of Incorporation	A	3.1
3.1.1	Bylaws	A	3.1.1
10.1	Stock Purchase Agreement, dated January 18, 2000, among Asset Value Holdings, Inc., Bradford Trading Company, Paul Koether, Shamrock Associates, Sun Equities Corporation, Thomas K. Van Herwarde, The Rachel Beth Heller1997 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	B	2.1
10.2	Form of option agreement for options issued as of March 13, 2000	C	10.2
10.3	Form of registration rights agreement between the Company and certain security holders.	C	10.6
10.4	Form of option agreement, dated December 28, 2000 between the Company and each of John F. McCarthy, III and Robert H. Donehew	D	10.9
10.4.1	Schedule of option agreements in the form of Exhibit 10.4, including material detail in which such documents differ from Exhibit 10.4	F	10.9.2
10.5	Form of option agreement between Company and each of John F. McCarthy, III, Robert H. Donehew and Anthony Charos	H
10.5.1	Schedule of option agreements in the form of Exhibit 10.5, including material detail in which such documents differ from Exhibit 10.5
10.6	Form of option agreement between Company and each of Robert H. Donehew and Anthony Charos	Filed herewith
10.6.1	Schedule of option agreements in the form of Exhibit 10.6, including material detail in which such documents differ from Exhibit 10.6	Filed herewith
10.7	Code of Ethics	G	10.16
31.1	Section 302 Certification	H
31.2	Section 302 Certification	H


Delaware			59-1224913
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)
111 Village Parkway, Building #2, Marietta, Georgia			30067
(Address of Principal Executive Offices)			(Zip Code)


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


PERIOD	HIGH ($)		LOW ($)
Fiscal 2008
First Quarter*		0.81		0.80
Fiscal 2007
First Quarter		0.84		0.75
Second Quarter		0.86		0.78
Third Quarter		0.92		0.82
Fourth Quarter		0.85		0.78
Fiscal 2006
First Quarter		0.77		0.75
Second Quarter		0.90		0.65
Third Quarter		0.75		0.71
Fourth Quarter		0.77		0.67


	2007				2006
Long-term deferred taxes:
Operating loss carryforwards-federal		$	482,000			$	473,000
Operating loss carryforwards-state			136,000				142,000
Total deferred tax assets			618,000				615,000
Less: valuation allowance			(618,000	)			(615,000	)
Net deferred tax assets		$	—			$	—


Year	Federal			New Jersey			Georgia
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
2026			72,000			—			165,000
2027			32,000			—			141,000
		$	1,721,000		$	729,000		$	1,414,000


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


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


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


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


	•	the experience and skill of the target’s management and availability of additional personnel;


	•	the stage of development that the target’s products, processes or services are at;


	•	the degree of current or potential market acceptance of the target’s products, processes or services;


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


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


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


	•	the issuance of securities,


	•	the costs associated with effecting the business combination.


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


	2007			2006
Current benefit (provision): federal		$	—		$	—
Current provision: state			—			—
Total current provision			—			—
Deferred provision: federal			—			—
Deferred provision: state			—			—
Total deferred provision			—			—
Total provision (benefit) for income taxes from continuing operations		$	—		$	—


	2007			2006
Federal tax benefit (provision) rate		28	%		28	%
State tax benefit (provision) rate		4	%		4	%
Temporary differences		10	%		8	%
Permanent differences		(6	%)		(5	%)
Valuation allowance		(36	%)		(35	%)
Effective income tax (benefit) provision rate from continuing operations		—	%		—	%


	2007			2006
Expected volatility		49	%		25	%
Expected dividend yield		0	%		0	%
Expected term (in years)		10			10
Risk-free rate		5.0	%		5.0	%


Options	Number of Shares		Weighted- Average Exercise Price			Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at September 1, 2006		795,251		$	1.10
Granted		40,000			0.83
Exercised		—			—
Forfeited		—			—
Expired		—			—
Outstanding at August 31, 2007		835,251		$	1.08		4.9		$	80,000
Exercisable at August 31, 2007		835,251		$	1.08		4.9		$	80,000


Name of Executive	Number of Securities Underlying Options Granted (#)		Percent of Total Options Granted to Employees in Fiscal Year (%)			Exercise Price of Options ($)		Market Price on Date of Grant			Expiration Date
Robert H. Donehew		30,000		75	%		0.83		$	0.83	07/23/17


Name	Exercisable (#)		Unexercisable (#)		Exercisable ($)			Unexercisable ($)
Robert H. Donehew		310,000		0		$	36,400		0


	2007			2006
Audit Fees⁽¹⁾		$	21,114		$	29,418
Tax Fees			0			0
Total		$	21,114		$	29,418


/s/ Robert H. Donehew Robert H. Donehew			President, Treasurer, Secretary and Director (Principal Executive and Principal Accounting and Financial Officer)
/s/ Anthony Charos Anthony Charos			Director

Robert H. Donehew

President, Treasurer, Secretary and Director*

Anthony Charos