##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: August 31, 2010
 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.
  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
 (Registrants telephone number)
 (Former name, former address and former fiscal year,
  þ o
    o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  þ o




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##### 



TABLE OF CONTENTS
 PART IItem 1. Description of Business
    
    
    3Item 2. Description of Properties
    
    
    6Item 3. Legal Proceedings
    
    
    6Item 4. Submission of Matters to a Vote of Security Holders
    
    
    6PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    7Item 6. Selected Financial Data
    
    
    8Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    8Item 8. Financial Statements and Supplementary Data
    
    
    9Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    20Item 9A(T). Controls and Procedures
    
    
    20Item 9B. Other Information
    
    
    20PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    20Item 11. Executive Compensation
    
    
    21Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    22Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    24Item 14. Principal Accountant Fees and Services
    
    
    24PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    25SIGNATURES
    
    
    26EX-31.1EX-32.1
  2




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PART I
 
 ITEM 1. DESCRIPTION OF BUSINESS
 INTRODUCTION
    OUR BUSINESS PLAN
 Generally
   Sources of target businesses
  3




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Selection of a target business and structuring of a business combination
  
    
    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.
    Limited ability to evaluate the target business management
  4




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Investment Company Act
   
    
    restrictions on the nature of our investments; and
    
    the issuance of securities,
    
    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.
  COMPETITION
   5




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EMPLOYEES
  
 ITEM 2. DESCRIPTION OF PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  6




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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
  HIGH
    
    LOWPERIOD
    
    ($)
    
    ($)Fiscal 2011First Quarter*
    
    
    0.67
    
    
    
    0.06Fiscal 2010First Quarter
    
    
    0.42
    
    
    
    0.37Second Quarter
    
    
    0.45
    
    
    
    0.31Third Quarter
    
    
    0.37
    
    
    
    0.35Fourth Quarter
    
    
    0.40
    
    
    
    0.32Fiscal 2009First Quarter
    
    
    0.72
    
    
    
    0.55Second Quarter
    
    
    0.55
    
    
    
    0.36Third Quarter
    
    
    0.71
    
    
    
    0.37Fourth Quarter
    
    
    0.51
    
    
    
    0.35
 
 *
    
    Through November 23, 2010 HOLDERS
  DIVIDEND POLICY
  RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS FROM SALES OF REGISTERED SECURITIES.
  7




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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
  
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 FORWARD LOOKING STATEMENTS
   Critical Accounting Policies and Use of Estimates
  Accounting for stock options.
 RESULTS OF OPERATIONS
  Fiscal year 2010 compared to fiscal year 2009
   8




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LIQUIDITY AND CAPITAL RESOURCES
 General
    Contractual obligations
  RECENT ACCOUNTING PRONOUNCEMENTS
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  PageReport of Independent Registered Public Accounting Firm
    
    
    10Consolidated Balance Sheets as of August 31, 2010 and 2009
    
    
    11Consolidated Statements of Operations for the years ended August 31, 2010 and 2009
    
    
    12Consolidated Statements of Stockholders Equity for the years ended August 31, 2010 and 2009
    
    
    13Consolidated Statements of Cash Flows for the years ended August 31, 2010 and 2009
    
    
    14Notes to Consolidated Financial Statements for the years ended August 31, 2010 and 2009
    
    
    15  19
 9




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 10




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
 August 31, 2010
    
    
    August 31, 2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    1,931,769
    
    
    $
    2,036,836Prepaid expenses
    
    
    15,667
    
    
    
    17,000Total current assets
    
    
    1,947,436
    
    
    
    2,053,836Total assets
    
    $
    1,947,436
    
    
    $
    2,053,836Liabilities and Stockholders EquityCurrent liabilities:Accounts payable and accrued expenses
    
    $
    23,692
    
    
    $
    3,830Total current liabilities
    
    
    23,692
    
    
    
    3,830Stockholders equity:Common stock, $0.01 par value; 12,000,000 shares authorized,
3,447,377 issued and outstanding
    
    
    34,473
    
    
    
    34,473Additional paid-in capital
    
    
    4,923,839
    
    
    
    4,892,639Accumulated deficit
    
    
    (3,034,568
    )
    
    
    (2,877,106
    )Total stockholders equity
    
    
    1,923,744
    
    
    
    2,050,006Total liabilities and stockholders equity
    
    $
    1,947,436
    
    
    $
    2,053,836
  11




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS
 For the
    
    
    For theYear Ended
    
    
    Year EndedAugust 31, 2010
    
    
    August 31, 2009Expenses:General, administrative and other
    
    $
    167,262
    
    
    $
    121,195Total operating expenses
    
    
    167,262
    
    
    
    121,195Loss from operations
    
    
    (167,262
    )
    
    
    (121,195
    )Other income:Interest income
    
    
    9,800
    
    
    
    10,831Total other income
    
    
    9,800
    
    
    
    10,831Net loss
    
    $
    (157,462
    )
    
    $
    (110,364
    )Net loss per common share  basic and diluted
    
    $
    (0.05
    )
    
    $
    (0.03
    )Weighted average number of common shares
outstanding  basic and diluted
    
    
    3,447,377
    
    
    
    3,447,377
  12




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009
 Additional
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    EquityBalance, August 31, 2008
    
    
    3,447,377
    
    
    $
    34,473
    
    
    $
    4,892,639
    
    
    $
    (2,766,742
    )
    
    $
    2,160,370Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (110,364
    )
    
    
    (110,364
    )Balance, August 31, 2009
    
    
    3,447,377
    
    
    
    34,473
    
    
    
    4,892,639
    
    
    
    (2,877,106
    )
    
    
    2,050,006Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    31,200
    
    
    
    
    
    
    
    31,200Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (157,462
    )
    
    
    (157,462
    )Balance, August 31, 2010
    
    
    3,447,377
    
    
    $
    34,473
    
    
    $
    4,923,839
    
    
    $
    (3,034,568
    )
    
    $
    1,923,744
  13




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY


CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the
    
    
    For theYear Ended
    
    
    Year EndedAugust 31, 2010
    
    
    August 31, 2009Cash flows from operating activities:Net loss
    
    $
    (157,462
    )
    
    $
    (110,364
    )Adjustments to reconcile net loss to net cash used in operating activities:Stock-based compensation
    
    
    31,200
    
    
    
    Changes in operating assets and liabilities:Decrease in prepaid expenses
    
    
    1,333
    
    
    
    10,000Increase in accounts payable and accrued expenses
    
    
    19,862
    
    
    
    2Net cash used in operating activities
    
    
    (105,067
    )
    
    
    (100,362
    )Net decrease in cash and cash equivalents
    
    
    (105,067
    )
    
    
    (100,362
    )Cash and cash equivalents  beginning
    
    
    2,036,836
    
    
    
    2,137,198Cash and cash equivalents  ending
    
    $
    1,931,769
    
    
    $
    2,036,836
  14




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009
 NOTE 1  NATURE OF OPERATIONS
     NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 PRINCIPLES OF CONSOLIDATION
  (B) USE OF ESTIMATES
  (C) CASH EQUIVALENTS
  (D) STOCK-BASED COMPENSATION
  15




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009
 (E) INCOME TAXES
  (F) LOSS PER SHARE
  (G) FAIR VALUE MEASUREMENTS
   (H) RECENT ACCOUNTING PRONOUNCEMENTS
   16




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009
 NOTE 3  INCOME TAXES
  For the
    
    
    For theYear Ended
    
    
    Year EndedAugust 31, 2010
    
    
    August 31, 2009Current (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
    
    $
    
    
    
    $
    
  August 31, 2010
    
    
    August 31, 2009Long-term deferred taxes:Operating loss carryforwards-federal
    
    
    580,000
    
    
    
    541,000Operating loss carryforwards-state
    
    
    109,000
    
    
    
    100,000Total deferred taxes
    
    
    689,000
    
    
    
    641,000Less: valuation allowance
    
    
    (689,000
    )
    
    
    (641,000
    )Net deferred tax assets
    
    $
    
    
    
    $
    
   Year
    
    Federal
    
    
    Georgia2011
    
    $
    185,000
    
    
    $
    2019
    
    
    43,000
    
    
    
    2020
    
    
    389,000
    
    
    
    89,0002021
    
    
    218,000
    
    
    
    129,0002022
    
    
    187,000
    
    
    
    207,0002023
    
    
    157,000
    
    
    
    175,0002024
    
    
    321,000
    
    
    
    340,0002025
    
    
    117,000
    
    
    
    168,0002026
    
    
    72,000
    
    
    
    165,0002027
    
    
    32,000
    
    
    
    141,0002028
    
    
    86,000
    
    
    
    134,0002029
    
    
    124,000
    
    
    
    126,0002030
    
    
    139,000
    
    
    
    139,000$
    2,070,000
    
    
    $
    1,813,000
 17




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009
  For the
    
    
    For theYear Ended
    
    
    Year EndedAugust 31, 2010
    
    
    August 31, 2009Federal tax benefit (provision) rate
    
    
    28
    %
    
    
    28
    %State tax benefit (provision) rate
    
    
    4
    %
    
    
    4
    %Temporary differences
    
    
    3
    %
    
    
    4
    %Permanent differences
    
    
    -6
    %
    
    
    0
    %Change in valuation allowance
    
    
    -29
    %
    
    
    -36
    %Effective Income tax (benefit) provision rate
from continuing operations
    
    
    0
    %
    
    
    0
    %
  NOTE 4  RELATED PARTY TRANSACTIONS
  NOTE 5  STOCK OPTIONS
   18




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009
 For the
    
    For theYear Ended
    
    Year EndedAssumptions
    
    August 31, 2010
    
    August 31, 2009Expected volatility
    
    
    71.1%
    
    
    N/AExpected life (years)
    
    
    10.0

    
    
    N/ARisk-free interest rate
    
    
    3.07%
    
    
    N/ADividend yield
    
    
    0.0%
    
    
    N/A
  WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNo. of
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    ValueBalance outstanding at
September 1, 2009
    
    
    845,251
    
    
    $
    1.04Granted
    
    
    120,000
    
    
    $
    0.33Exercised
    
    
    Forfeited
    
    
    Expired
    
    
    (260,251
    )
    
    $
    1.75Balance outstanding at August
31, 2010
    
    
    705,000
    
    
    $
    0.65
    
    
    
    4.5
    
    
    $
    4,800Exercisable at August 31, 2010
    
    
    705,000
    
    
    $
    0.65
    
    
    
    4.5
    
    
    $
    4,800
  NOTE 6  SUBSEQUENT EVENTS
   19




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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  
 ITEM 9A(T). CONTROLS AND PROCEDURES
    
 ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  Name
    
    Age
    
    PositionRobert H. Donehew
    
    
    58
    
    
    President, Treasurer, Secretary and Director*
 
 *
    
    Member of audit committee  Audit Committee
  20




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Code of Ethics
  
 ITEM 11. EXECUTIVE COMPENSATION
  SUMMARY COMPENSATION TABLE
 Long-TermCompensationAnnual Compensation(1)
    
    Number of
    
    All OtherName and Principal Position
    
    Year
    
    Salary
    
    Bonus
    
    Options
    
    CompensationRobert H. Donehew
    
    
    2010
    
    
    $
    30,000
    
    
    $
    0
    
    
    
    120,000
    
    
    $
    0President and Principal
    
    
    2009
    
    
    $
    30,000
    
    
    $
    0
    
    
    
    0
    
    
    $
    0Accounting Officer
    
    
    2008
    
    
    $
    30,000
    
    
    $
    0
    
    
    
    20,000
    
    
    $
    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
  OPTION GRANTED IN THE LAST FISCAL YEAR
 Number of
    
    Percent of TotalSecurities
    
    Options Granted to
    
    
    
    
    
    Market PriceUnderlying Options
    
    Employees in Fiscal
    
    Exercise Price of
    
    on Date
    
    ExpirationName of Executive
    
    Granted
    
    Year
    
    Options
    
    of Grant
    
    DateRobert H. Donehew
    
    
    120,000
    
    
    
    100
    %
    
    $
    0.33
    
    
    $
    0.33
    
    
    
    07/09/2020
  AGGREGATED FISCAL YEAR-END OPTION VALUES
 Name
    
    Exercisable
    
    Unexercisable
    
    Exercisable (1)
    
    Unexercisable(1)Robert H. Donehew
    
    
    430,000
    
    
    
    0
    
    
    $
    4,800
    
    
    $
    0
 21




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##### Table of Contents



(1)
    
    These values are based on the difference between the closing sale
price of our common stock on August 31, 2010 (the last trading
day of the fiscal year) of $0.37 and the exercise prices of the
options, multiplied by the number of shares of common stock
subject to the options. Employment Arrangements
   Compensation Arrangements for Directors
    
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  
    
    each of our directors;
    
    each of our named executive officers; and
    
    all of our directors and executive officers as a group.
  Amount and Nature ofBeneficialName and Address of Beneficial Owner
    
    Ownership
    
    Percent of ClassRobert H. Donehew
    
    
    565,000
    (1)
    
    
    14.1
    %Donehew Capital, LLC 
111 Village Parkway, Building #2
Marietta, Georgia 30067Paul O. Koethe
    
    
    484,690
    (2)
    
    
    13.6
    %211 Pennbrook Road
Far Hills, New Jersey 07931David S. Nagelberg
    
    
    429,228
    (3)
    
    
    12.0
    %7012 Rancho La Cima Drive
Rancho Santa Fe, California 92067
 22




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Amount and Nature ofBeneficialName and Address of Beneficial Owner
    
    Ownership
    
    Percent of ClassShamrock Associates
    
    
    409,470
    (4)
    
    
    11.5
    %211 Pennbrook Road
Far Hills, New Jersey 07931Ronald I. Heller
    
    
    325,980
    (5)
    
    
    9.1
    %74 Farview Road
Tenafly, New Jersey 07670John W. Galuchie, Jr.
    
    
    212,166
    (6)
    
    
    5.9
    %376 Main Street
Bedminster, New Jersey 07921Asset Value Holdings, Inc.
    
    
    200,000
    
    
    
    5.6
    %211 Pennbrook Road
Far Hills, New Jersey 07931Galt Asset Management
    
    
    200,000
    
    
    
    5.6
    %c/o Brian Vitale
125 West Shore Road
Huntington, New York 11743All directors and executive officers as a group (one person)
    
    
    565,000
    (7)
    
    
    14.1
    %
 
 (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 430,000 shares of common stock issuable upon exercise of exercisable options and 35,000 shares of common
stock.(2)
    
    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.(3)
    
    Held by the David S. Nagelberg 2003 Revocable Trust of which David S. Nagelberg is the sole trustee.(4)
    
    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.(5)
    
    Includes 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 36,750 shares
of Common Stock held for the benefit of the Ronald IRA, 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.(6)
    
    Includes 200,000 shares of common stock held by Asset Value Holdings, Inc., of which Mr. Galuchie is the Treasurer.
Mr. Galuchie disclaims beneficial ownership of the shares held by Asset Value Holdings. Also includes 7,166 shares
owned by Sun Equities Corporation, of which Mr. Galuchie is a director and officer. Mr. Galuchie disclaims
beneficial ownership of the shares held by Sun Equities Corporation.(7)
    
    Includes the shares of common stock deemed to be included in the respective beneficial holdings of Robert H. Donehew. 23




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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 2010
    
    
    2009Audit Fees(1)
    
    $
    18,250
    
    
    $
    18,250Tax Fees
    
    
    0
    
    
    
    0Total
    
    $
    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, 2010 and 2009
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. 24




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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.
 25




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##### Table of Contents



SIGNATURES
  Dated: November 29, 2010
    GOLF ROUNDS.COM, INC.
(Registrant)By:
    /s/ Robert H. DonehewName:
    Robert H. DonehewTitle:
    President, Treasurer and Secretary  /s/ Robert H. Donehew
Robert H. Donehew
    
    President, Treasurer, Secretary
and Director (Principal
Executive and Principal Accounting and Financial
Officer)
 26




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##### Table of Contents



Incorporated ByExhibit
    
    
    
    Reference from
    
    No. inNumber
    
    Description
    
    Document
    
    Document1.1
    
    Agreement and Plan of Merger
between American Metals, Inc. and American Metals Service, Inc.
    
    A
    
    
    23.1
    
    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 Heller 1997 Trust Dated
7/9/97, The Evan Todd Heller Trust Dated 6/17/97, Martan & Co., Donehew
Fund Limited Partnership, Jonathan & Nancy Glaser Family Trust Dated 12/16/98,
W. Robert Ramsdell and Nagelberg Family Trust Dated 9/24/97
    
    B
    
    
    2.110.2
    
    Form of option agreement for executives and directors
    
    C
    
    
    10.610.4
    
    Code of Ethics
    
    D
    
    
    10.1631.1
    
    Section 302 Certification
    
    Filed herewith
    
    
    32.1
    
    Section 906 Certification
    
    Filed herewith
    
    
    99.1
    
    Risks
    
    E
    
    
    
 
 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.E
    
    Companys Annual Report on Form 10-KSB for the year
ended August 31, 2008. 27