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EX-32.1 - EX-32.1 - Fuse Medical, Inc.y02446exv32w1.htm
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Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: August 31, 2009
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                      .
Commission file number 0-10093
Golf Rounds.com, Inc.
(Exact name of registrant as specified in its charter)
     
     
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)
770-951-0984
(Registrant’s telephone number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
     Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
     State the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of October 19, 2009, the issuer had 3,447,377 shares of common stock, par value $.01 per share, outstanding.
     State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recent completed second fiscal quarter. As of February 28, 2009, the aggregate market value was $849,656.
     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files).
Yes o No o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company þ
        (Do not check if a smaller reporting company)    
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes þ No o
 
 

 


 

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 EX-31.1
 EX-32.1

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PART I
ITEM 1.   DESCRIPTION OF BUSINESS
INTRODUCTION
          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 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.
          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 BUSINESS PLAN
          Generally
          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 of $2,050,006 (as of August 31, 2009), 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.
          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

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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:
    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 capital requirements of the target;
    the competitive position of the target;
    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 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.

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          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:
    restrictions on the nature of our investments; and
    the issuance of securities,
and have imposed upon us certain requirements, including:
    registration as an investment company;
    adoption of a specific form of corporate structure; and
    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.
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

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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.

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PART II
ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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.
                 
    HIGH   LOW
PERIOD   ($)   ($)
Fiscal 2010
               
First Quarter*
    0.37       0.37  
 
               
Fiscal 2009
               
First Quarter
    0.72       0.55  
Second Quarter
    0.55       0.36  
Third Quarter
    0.71       0.37  
Fourth Quarter
    0.51       0.35  
 
               
Fiscal 2008
               
First Quarter
    0.81       0.75  
Second Quarter
    0.79       0.75  
Third Quarter
    0.75       0.75  
Fourth Quarter
    0.82       0.75  
 
*   Through October 19, 2009
HOLDERS
          As of October 19, 2009, we believe there were more than 300 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.

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ITEM 6.   SELECTED FINANCIAL DATA
          None.
ITEM 7.   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.
Critical Accounting Policies and Use of Estimates
     The preparation of consolidated financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts and classification of expense, and the disclosure of contingent assets and liabilities. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following items in our consolidated financial statements require significant estimates and judgments:
     Accounting for stock options. We believe that it is important for investors to be aware that there is a high degree of subjectivity involved in estimating the fair value of stock-based compensation, that the expenses recorded for stock-based compensation in the Company’s financial statements may differ significantly from the actual value (if any) realized by the recipients of the stock awards, and that the expenses recorded for stock-based compensation will not result in cash payments from the Company.
RESULTS OF OPERATIONS
          We have had no revenues (other than interest and dividend income) since 1992 and will not generate any revenues (other than interest and dividend income) until, at the earliest, the completion of a business combination.
          Fiscal year 2009 compared to fiscal year 2008
          For the year ended August 31, 2009, other income (interest) was $10,831 as compared to $57,307 for the year ended August 31, 2008. The decrease in interest income for the year ended August 31, 2009, was due to the lower 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.
          General, administrative and other expenses were $121,195 for the year ended August 31, 2009, as compared to $139,087 for the year ended August 31, 2008. The decrease in expenses was due to lower stock-based

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compensation expenses of $9,300, directors and officers liability insurance expenses of $7,440, taxes and licenses of $1,460, legal expenses of $894, office expenses of $101, dues and subscriptions of $28, and bank charges of $18, offset by higher stockholder service expenses of $1,267 and postage of $82.
          General, administrative and other expenses for the year ended August 31, 2009, consisted of payroll expenses of $32,354, directors and officers liability insurance expenses of $28,000, legal expenses of $20,416, audit and accounting fee expenses of $18,250, office sharing expenses of $10,800, stockholder service expenses of $7,617, taxes and license expenses of $3,153, dues and subscriptions of $279, postage of $212 and bank charges of $114.
LIQUIDITY AND CAPITAL RESOURCES
          General
          At August 31, 2009, cash and cash equivalents were $2,036,836, which included $2,028,100 invested in a money market with an effective yield of 0.05% and $8,736 in a non-interest bearing checking account. At August 31, 2009, working capital was $2,050,006.
          Cash flows used in operating activities for the year ended August 31, 2009 of $100,362 primarily relates to the net loss offset by the decrease in prepaid 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 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.
          Contractual obligations
               The Company has no material contractual obligations other than those relating to employment as described in Item 10, “Executive Compensation.”
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 sets forth (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of this statement did not have a material effect on the Company’s financial statements.
In June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS 166 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 166 will have on its financial statements.

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In June 2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with variable interest entities and to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166 and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. SFAS 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 167 will have on its financial statements.
In June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS 168. All other accounting literature not included in the Codification is non-authoritative. The Codification is not expected to have a significant impact on the Company’s financial statements.
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements:

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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 sheets of Golf Rounds.com, Inc. and subsidiary as of August 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended. 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 audits.
We conducted our audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit 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, 2009 and 2008, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ Weinberg & Company, P.A.
Weinberg & Company, P.A.
Boca Raton, Florida
October 19, 2009

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
                 
    August 31,     August 31,  
    2009     2008  
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 2,036,836     $ 2,137,198  
Prepaid expenses
    17,000       27,000  
 
           
Total current assets
    2,053,836       2,164,198  
 
           
 
               
Total assets
  $ 2,053,836     $ 2,164,198  
 
           
 
               
Liabilities and Stockholders’ Equity
               
 
               
Current liabilities:
               
Accounts payable and accrued expenses
  $ 3,830     $ 3,828  
 
           
Total current liabilities
    3,830       3,828  
 
           
 
               
Stockholders’ equity:
               
Common stock, $0.01 par value; 12,000,000 shares authorized, 3,447,377 issued and outstanding
    34,473       34,473  
Additional paid-in capital
    4,892,639       4,892,639  
Accumulated deficit
    (2,877,106 )     (2,766,742 )
 
           
Total stockholders’ equity
    2,050,006       2,160,370  
 
           
 
               
Total liabilities and stockholders’ equity
  $ 2,053,836     $ 2,164,198  
 
           
See accompanying notes to consolidated financial statements.

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
                 
    For the     For the  
    Year Ended     Year Ended  
    August 31,     August 31,  
    2009     2008  
Expenses:
               
General, administrative and other
  $ 121,195     $ 139,087  
 
           
Total operating expenses
    121,195       139,087  
 
           
 
               
Loss from operations
    (121,195 )     (139,087 )
 
           
 
               
Other income:
               
Interest income
    10,831       57,307  
 
           
Total other income
    10,831       57,307  
 
           
 
               
Net loss
  $ (110,364 )   $ (81,780 )
 
           
 
               
Net loss per common share — basic and diluted
  $ (0.03 )   $ (0.02 )
 
           
 
               
Weighted average number of common shares outstanding — basic and diluted
    3,447,377       3,447,377  
 
           
See accompanying notes to consolidated financial statements.

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008
                                         
                    Additional             Total  
    Common Stock     Paid-In     Accumulated     Stockholders’  
    Shares     Amount     Capital     Deficit     Equity  
Balance, August 31, 2007
    3,447,377     $ 34,473     $ 4,883,339     $ (2,684,962 )   $ 2,232,850  
 
                                       
Stock-based compensation
                9,300             9,300  
 
                                       
Net loss
                      (81,780 )     (81,780 )
 
                             
 
                                       
Balance, August 31, 2008
    3,447,377       34,473       4,892,639       (2,766,742 )     2,160,370  
 
                                       
Net loss
                      (110,364 )     (110,364 )
 
                             
 
                                       
Balance, August 31, 2009
    3,447,377     $ 34,473     $ 4,892,639     $ (2,877,106 )   $ 2,050,006  
 
                             
See accompanying notes to consolidated financial statements.

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
                 
    For the     For the  
    Year Ended     Year Ended  
    August 31,     August 31,  
    2009     2008  
Cash flows from operating activities:
               
Net loss
  $ (110,364 )   $ (81,780 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Stock-based compensation
          9,300  
Changes in operating assets and liabilities:
               
Decrease in prepaid expenses
    10,000       2,440  
Increase in accounts payable and accrued expenses
    2       2,753  
 
           
Net cash used in operating activities
    (100,362 )     (67,287 )
 
           
 
               
Net decrease in cash and cash equivalents
    (100,362 )     (67,287 )
 
               
Cash and cash equivalents — beginning
    2,137,198       2,204,485  
 
           
 
               
Cash and cash equivalents — ending
  $ 2,036,836     $ 2,137,198  
 
           
See accompanying notes to consolidated financial statements.

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008
NOTE 1 — NATURE OF OPERATIONS
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.
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.
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.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Golf Rounds.com, Inc. and its wholly-owned subsidiary DPE Acquisition Corp. All inter-company balances and transactions have been eliminated in consolidation.
(B) 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.
(C) 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.
(D) STOCK-BASED COMPENSATION
Compensation expense associated with the granting of stock based awards to employees and directors and non-employees is recognized in accordance with SFAS No. 123(R), “Share Based Payment” and related interpretations. SFAS No. 123(R) requires companies to estimate and recognize the fair value of stock-based awards to employees and directors. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(E) 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.
(F) 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 845,251 stock options for the years ended August 31, 2009 and 2008 are not considered in diluted loss per share because the effect would be anti-dilutive.
(G) VALUATION HIERARCHY
FAS 157 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of August 31, 2009:
                                 
    Total Carrying    
    Value at   Fair Value Measurements at August 31, 2009
    August 31, 2009   (Level 1)   (Level 2)   (Level 3)
Cash and cash equivalents
  $ 2,036,836     $ 2,036,836     $     $  
There were no changes in the valuation techniques during the three months ended August 31, 2009.
(H) RECENT ACCOUNTING PRONOUNCEMENTS
In May 2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 sets forth (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of this statement did not have a material effect on the Company’s financial statements.

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(H) RECENT ACCOUNTING PRONOUNCEMENTS (cont.)
In June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS 166 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 166 will have on its financial statements.
In June 2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with variable interest entities and to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166 and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. SFAS 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 167 will have on its financial statements.
In June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS 168. All other accounting literature not included in the Codification is non-authoritative. The Codification is not expected to have a significant impact on the Company’s financial statements.
NOTE 3 — INCOME TAXES
The components of the benefit (provision) for income taxes from continuing operations are as follows:
                 
    For the     For the  
    Year Ended     Year Ended  
    August 31, 2009     August 31, 2008  
Current (benefit) provision: federal
  $     $  
Current (benefit) provision: state
           
 
           
Total current provision
           
 
           
 
               
Deferred (benefit) provision: federal
           
Deferred (benefit) provision: state
           
 
           
Total deferred provision
           
 
           
 
               
Total provision (benefit) for income taxes from continuing operations
  $     $  
 
           

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008
NOTE 3 — INCOME TAXES (cont.)
Significant items making up the deferred tax assets and deferred tax liabilities are as follows:
                 
    August 31, 2009     August 31, 2008  
Long-term deferred taxes:
               
Operating loss carryforwards-federal
    541,000       506,000  
Operating loss carryforwards-state
    100,000       108,000  
 
           
Total deferred taxes
    641,000       614,000  
Less: valuation allowance
    (641,000 )     (614,000 )
 
           
Net deferred tax assets
  $     $  
 
           
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 2009 and 2008 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, 2009. The net change in the valuation allowance during the year ended August 31, 2009 was an increase of $27,000. The valuation allowance as of August 31, 2009 was $641,000.
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, 2009:
                 
Year   Federal     Georgia  
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  
2028
    86,000       134,000  
2029
    124,000       126,000  
 
           
 
  $ 1,931,000     $ 1,674,000  
 
           
The Company’s effective income tax (benefit) rate for continuing operations differs from the statutory federal income tax benefit rate as follows:
                 
    For the     For the  
    Year Ended     Year Ended  
    August 31, 2009     August 31, 2008  
Federal tax benefit (provision) rate
    28 %     28 %
State tax benefit (provision) rate
    4 %     4 %
Temporary differences
    4 %     5 %
Permanent differences
    0 %     -1 %
Change in valuation allowance
    -36 %     -36 %
 
           
Effective Income tax (benefit) provision rate from continuing operations
    0 %     0 %
 
           

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008
NOTE 3 — INCOME TAXES (cont.)
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.
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, 2009 and 2008.
NOTE 5 — STOCK OPTIONS
On August 7, 2008, 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 10,000 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 August 7, 2008 at an exercise price of $0.76 per share. Compensation cost of $9,300 was recognized for options issued during fiscal 2008.
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.
                 
    For the   For the
    Year Ended   Year Ended
Assumptions   August 31, 2009   August 31, 2008
Expected volatility
    N/A       21 %
Expected life (years)
    N/A       10  
Risk-free interest rate
    N/A       3.9 %
Dividend yield
    N/A       0 %

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008
NOTE 5 — STOCK OPTIONS (cont.)
A summary of the Company’s stock option activity during the year ended August 31, 2009 is presented below:
                                 
                    Weighted        
            Weighted     Average        
            Average     Remaining     Aggregate  
    No. of     Exercise     Contractual     Intrinsic  
    Shares     Price     Term     Value  
Balance outstanding at September 1, 2008
    845,251     $ 1.04                  
Granted
                             
Exercised
                             
Forfeited
                             
Expired
                             
 
                             
Balance outstanding at August 31, 2009
    845,251     $ 1.04       3.2     $  
 
                       
 
                               
Exercisable at August 31, 2009
    845,251     $ 1.04       3.2     $  
 
                       
The weighted-average grant-date fair value of options granted during the year ended August 31, 2008 was $0.31.
NOTE 6 — SUBSEQUENT EVENT
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through October 19, 2009, the date the financial statements were issued.
      

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ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
     Not applicable.
ITEM 9A(T).   CONTROLS AND PROCEDURES
Pursuant to Rules adopted by the Securities and Exchange Commission the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the fiscal year under the supervision and with the participation of the Company’s principal executive officer (who is also the principal financial officer). There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Based upon that evaluation, he believes that the Company’s disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company.
Management’s Report of Internal Control over Financial Reporting
     The Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15 of the Securities Exchange Act of 1934. The Company’s sole officer, its president, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2009, based on the criteria established in the report on Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of August 31, 2009, based on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.
     Weinberg & Company, our independent registered public accounting firm, has not issued an attestation report on the effectiveness of our internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
     There have been no changes in the Company’s internal controls over financial reporting during its fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
ITEM 9B.   OTHER INFORMATION
          There is no information required to be filed on a Form 8-K during the fourth quarter of the fiscal year covered by this Form 10-K.

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PART III
ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our current directors and officers are as set forth in the table below.
             
Name   Age   Position
Robert H. Donehew
    57     President, Treasurer, Secretary and Director*
 
           
Anthony Charos
    45     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. Since May 2008, Mr. Donehew has been the Chief Financial Officer and a member of the Board of Directors of EndogenX, Inc., a specialty pharmaceutical company. 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.
     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, 2006, 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

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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 11.   EXECUTIVE COMPENSATION
The following table sets forth the compensation for the three years ended August 31, 2009 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, 2009.
SUMMARY COMPENSATION TABLE
                                         
                            Long-Term    
                            Compensation    
            Annual Compensation(1)   Number of   All Other
Name and Principal Position   Year   Salary   Bonus   Options   Compensation
Robert H. Donehew
    2009     $ 30,000     $ 0       0     $ 0  
President and Principal
    2008     $ 30,000     $ 0       20,000     $ 0  
Accounting Officer
    2007     $ 30,000     $ 0       30,000     $ 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).
Option Grants
     The following table represents the stock options granted in the fiscal year ended August 31, 2009 to such executive officers.
OPTION GRANTED IN THE LAST FISCAL YEAR
                                         
    Number of   Percent of Total                
    Securities   Options Granted to           Market Price    
    Underlying Options   Employees in Fiscal   Exercise Price of   on Date   Expiration
Name of Executive   Granted   Year   Options   of Grant   Date
Robert H. Donehew
    0       0 %     N/A       N/A       N/A  
     The following table sets forth the fiscal year end option values of outstanding options at August 31, 2009 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
                                 
Name   Exercisable   Unexercisable   Exercisable (1)   Unexercisable(1)
Robert H. Donehew
    330,000       0     $ 0     $ 0  
 
(1)   These values are based on the difference between the closing sale price of our common stock on August 31, 2009 (the last trading day of the fiscal year) of $0.50 and the exercise prices of the options, multiplied by the number of shares of common stock subject to the options.
     Employment Arrangements
     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.

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     In fiscal year 2008, we issued to Mr. Donehew ten-year options to purchase 10,000 shares at an exercise price of $0.76 per share and vested immediately to compensate him for additional services rendered to the Company and to incentive him for future efforts.
     Compensation Arrangements for Directors
     Our directors do not currently receive any cash compensation for their services.
     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.
     In August 2008, 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 $0.76 per share and vested immediately.
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
     The table and accompanying footnotes set forth certain information as of October 19, 2009, 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;
    each of our directors;
 
    each of our named executive officers; and
 
    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 October 19, 2009 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
    Beneficial    
Name and Address of Beneficial Owner   Ownership   Percent of Class
Robert H. Donehew
    465,000 (1)     12.3 %
Donehew Capital, LLC
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
               
 
               

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    Amount and Nature of
    Beneficial    
Name and Address of Beneficial Owner   Ownership   Percent of Class
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 %
211 Pennbrook Road
Far Hills, New Jersey 07931
               
 
               
Galt Asset Management
    200,000       5.8 %
c/o Brian Vitale
125 West Shore Road
Huntington, New York 11743
               
 
               
Anthony Charos
    150,000 (7)     4.2 %
275 Engle Street, BA2
Englewood, New Jersey 07631
               
 
               
All directors and executive officers as a group (two persons)
    615,000 (8)     15.7 %
 
(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 330,000 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.

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(7)   Includes 20,000 shares of common stock held with Kevin Charos, as Tenants in Common, and 130,000 shares of common stock issuable upon exercise of exercisable options.
 
(8)   Includes the shares of common stock deemed to be included in the respective beneficial holdings of Robert H. Donehew and Anthony Charos.
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
See Note 4 to the consolidated financial statements contained in this report.
ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES
                 
    2009     2008  
Audit Fees(1)
  $ 18,250     $ 18,250  
Tax Fees
    0       0  
 
           
Total
  $ 18,250     $ 18,250  
 
           
 
(1)   Represents the aggregate fees incurred for professional services rendered by our principal accountant for the audit of our annual financial statements for the years ended August 31, 2009 and 2008 and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those periods.

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PART IV
ITEM 15.   EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
  (a)   Exhibits Filed.
 
      See Exhibit Index appearing later in this Report.
 
  (b)   Reports on Form 8-K.
 
      Not applicable.

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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: October 26, 2009  GOLF ROUNDS.COM, INC.
(Registrant)
 
 
  By:   /s/ Robert H. Donehew    
    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.
     
/s/ Robert H. Donehew
  President, Treasurer, Secretary and Director
Robert H. Donehew
  (Principal Executive and Principal Accounting and Financial Officer)
 
   
/s/ Anthony Charos
Anthony Charos
  Director

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EXHIBIT INDEX
                 
        Incorporated By    
Exhibit       Reference from   No. in
Number   Description   Document   Document
 
               
1.1
  Agreement and Plan of Merger between American Metals, Inc. and American Metals Service, Inc.   A     2  
 
               
3.1
  Certificate of Incorporation   A   3(I )
 
               
3.1.1
  Bylaws   A   3(II )
 
               
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 executives and directors   C     10.6  
 
               
10.4
  Code of Ethics   D     10.16  
 
               
31.1
  Section 302 Certification   Filed herewith      
 
               
32.1
  Section 906 Certification   Filed herewith      
 
               
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 Annual Report on Form 10-KSB for the year ended August 31, 2005.            
 
               
D  
  Company’s Annual Report on Form 10-KSB for the year ended August 31, 2004.            

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