UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

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

        For the fiscal year ended:   August 31, 2002
                                     ---------------------

                                       OR

[  ]     TRANSITION REPORT UNDER 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.
                -------------------------------------------------
                 (Name of Small Business Issuer 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)


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

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

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

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

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

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.                            Yes   X    No
                               -----     ------

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year: $40,913.

     At November 25, 2002, the aggregate market value of the common stock held
by non-affiliates of the issuer was $1,849,773.

     At November 25, 2002, the issuer had 3,447,377 shares of common stock, par
value $.01 per share, outstanding.

     Transitional Small Business Disclosure Format (check one)

                           Yes   X    No
                               -----     ------

     Documents incorporated by reference: None

<PAGE>



                              GOLF ROUNDS.COM, INC.

       ANNUAL REPORT ON FORM 10-KSB FOR FISCAL YEAR ENDED AUGUST 31, 2001

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>



SECTION                                                                                 PAGE NO.
<S>      <C>       <C>                                                                  <C>

PART I                                                                                  3
         ITEM 1.  DESCRIPTION OF BUSINESS                                               6
         ITEM 2.  DESCRIPTION OF PROPERTIES                                             6
         ITEM 3.  LEGAL PROCEEDINGS                                                     6
         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                   6

PART II                                                                                 7
         ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS              7
         ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS                                             8
         ITEM 7.  FINANCIAL STATEMENTS                                                 10
         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE                                            24

PART III                                                                               24
         ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                  24
         ITEM 10. EXECUTIVE COMPENSATION                                               26
         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT       28
         ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                       30
         ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                     31
         ITEM 14. CONTROLS AND PROCEDURES                                              31

</TABLE>

                                       2

<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.


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

     Our current business plan is primarily to serve as a vehicle for the
acquisition of a target business that we believe will have significant growth
potential. We intend to use our available working capital, (currently
approximately $2,865,000), capital stock, debt or a combination of these to
effect a business combination with a company that desires to establish a public
trading market for its securities while avoiding what it may deem to be adverse
consequences of undertaking a public offering itself, such as time delays,
significant expense, loss of voting control and other burdens including
significant professional fees. The business combination may be with a
financially stable, mature company or a company that is financially unstable or
in its early stages of development or growth.

     In seeking to attain our business objective, we will not restrict our
search to any particular industry. Rather, we may investigate businesses of
essentially any kind or nature and participate in any type of business that may,
in our management's opinion, meet our business objectives as described in this
report. We emphasize that the description in this report of our business
objectives is extremely general and is not meant to restrict the discretion of
our management to search for and enter into potential business opportunities. We
have not chosen the particular business in which we will engage and have not
conducted any market studies with respect to any business or industry for you to
evaluate the possible merits or risks of the target business or the particular
industry in which we may ultimately operate. To the extent we enter into a
business combination with a financially unstable company or an entity in its
early stage of development or growth, including entities without established
records of sales or earnings, we will become subject to numerous risks inherent
in the business and operations of financially unstable and early stage or
potential emerging growth companies. In addition, to the extent that we effect a
business combination with an entity in an industry characterized by a high level
of risk, we will become subject to the currently unascertainable risks of that
industry. An extremely high level of risk frequently characterizes certain
industries that experience rapid growth. In addition, although we will endeavor
to evaluate the risks inherent in a particular industry or target business, we
cannot assure you that we will properly ascertain or assess all significant risk
factors.

Sources of Target Businesses

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

                                       3

<PAGE>

Selection of a Target Business and Structuring of a Business Combination

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

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

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

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

     o    the capital requirements of the target;

     o    the competitive position of the target;

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

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

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

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

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

     o    the costs associated with effecting the business combination.

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

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

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

                                       4

<PAGE>

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 to
avoid application of the costly and restrictive registration and other
provisions of the Investment Company Act and its regulations.

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

     o    restrictions on the nature of our investments; and

     o    the issuance of securities,

and have imposed upon us certain requirements, including:

     o    registration as an investment company;

     o    adoption of a specific form of corporate structure; and

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

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

                                       5

<PAGE>


Competition

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

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

Employees

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

     We were named as a defendant in a lawsuit entitled Saint Barnabus Medical
Center, Inc. v Estate of Karen Van Herwarde et. al. which was brought in the
Superior Court of New Jersey, Essex County under Docket No. L-11080-01.
Although, as we previously disclosed, our management is of the opinion that we
were not liable to the plaintiff in this matter, we have decided to join with
the other defendants in a settlement of the lawsuit in order to bring the matter
to a conclusion and save any further legal expense. We contributed $30,000 to
the settlement in return for a complete release from all the other parties
arising from the claims alleged in the lawsuit. The Settlement Agreement and
Release was executed on August 30, 2002.


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

     None.

                                       6

<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

     Our common stock is traded on the OTC Bulletin Board under the symbol
"TEEE." Our common stock is only traded on a limited or sporadic basis and this
should not be deemed to constitute an established public trading market. We
cannot assure you that the common stock will be actively traded in the future.
Therefore, we cannot assure you that there will be liquidity in the common
stock.

     Below is a table indicating the range of high and low bid information for
the common stock as reported in the National Quotation Bureau for the periods
listed. Bid prices represent prices between broker-dealers and do not include
retail mark-ups and mark-downs or any commission to broker-dealers. In addition,
these prices do not necessarily reflect actual transactions.



  Period                                   High($)                 Low($)
  ------                                   -------                 ------

 Fiscal 2003

     First Quarter*                         0.84                    0.66

 Fiscal 2002

     Fourth Quarter                         0.95                    0.79
      Third Quarter                         0.90                    0.75
      Second Quarter                        0.90                    0.75
      First Quarter                         0.85                    0.77

   Fiscal 2001

      Fourth Quarter                        1.20                    1.05
      Third Quarter                         1.25                    0.88
      Second Quarter                       1.687                   1.031
      First Quarter                        2.312                    1.75

* Through November 22, 2002.

Holders

     As of November 22, 2002, there were 3,271 holders of record 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.

                                       7

<PAGE>



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

Forward-Looking Statements

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

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

Results of Operations

     We have had no significant revenues (other than interest income) since 1992
and will not generate any revenues (other than interest income) until, at the
earliest, the completion of a business combination. For the year ended August
31, 2002 interest income was $40,913, as compared to $154,640 for the year ended
August 31, 2001. The decline in interest income for the year ended August 31,
2002, was due to the reduction in U.S. Treasury Securities and money market fund
investments owned by us, which are reported as cash and cash equivalents, and
lower rates of return on such investments.

     General, administrative and other expenses were $195,206 for the year ended
August 31, 2002, as compared to $355,050 for the year ended August 31, 2001. The
decrease in general, administrative and other expenses was due primarily to the
reduction of payroll, rent and utility expenses that resulted from closing the
Kinnelon, New Jersey office, elimination of technical and maintenance expenses
for our two web sites that have been shut down, and elimination of medical
insurance benefits for employees.

     General, administrative and other expenses for the year ended August 31,
2002 consisted primarily of payroll and related employer taxes of $65,175,
directors' and officers' liability insurance of $37,325 (excluding for the
receipt of a non-recurring refund of Directors' and Officers' liability
insurance premium of $34,500), legal and due diligence fees of $35,976, audit
and accounting fees of $34,170, office sharing of $10,800, stockholder services
of $7,250, and franchise taxes of $3,231.

     Depreciation expense was $518 for the year ended August 31, 2002 as
compared to $1,560 for the year ended August 31, 2001. The cost of equipment was
fully depreciated by the end of fiscal 2002.

     We held a marketable security as of August 31, 2001 for $101,620 that we
intended to hold until maturity; however, we sold the security on October 22,
2001 for $89,198 due to a perceived change in the creditworthiness of the issuer
of the security, which resulted in a $12,422 loss on sale of marketable
securities.

                                       8

<PAGE>



     We were named as a defendant in a lawsuit entitled Saint Barnabus Medical
Center, Inc. v Estate of Karen Van Herwarde et. al. which was brought in the
Superior Court of New Jersey, Essex County under Docket No. L-11080-01.
Although, as we have previously disclosed, we are of the opinion that we were
not liable to the plaintiff in this matter, we decided to join with the other
defendants in a settlement of the lawsuit in order to bring the matter to a
conclusion and save any further legal expense. We contributed $30,000 to the
settlement in return for a complete release from all the other parties arising
from the claims alleged in the lawsuit. The Settlement Agreement and Release was
executed on August 30, 2002. The legal fees of $22,707 that were incurred to
defend against and settle this lawsuit, as well as the $30,000 contributed to
the settlement, have been reported as an unusual cost component of net loss from
operations.

Liquidity and Capital Resources

     At August 31, 2002, cash and cash equivalents were $2,902,827 and working
capital was $2,865,091. Money market funds of $2,201,343 earn interest at
approximately 0.9% annually. U.S. Treasury Securities of $699,804 matured in
September 2002 and earned interest at approximately 1.7% annually.

                                       9
<PAGE>



ITEM 7. FINANCIAL STATEMENTS.

  Index to Financial Statements:
                                                                           Page
                                                                           ----

      Independent Auditors' Report of Bederson & Company LLP................F-1

      Balance Sheet as of August 31, 2002...................................F-2

      Statements of Operations for fiscal years ended
          August 31, 2002 and 2001..........................................F-3

      Statements of Stockholders' Equity for fiscal years ended
          August 31, 2002 and 2001..........................................F-4


      Statements of Cash Flows for fiscal years ended August 31,
           2002 and 2001....................................................F-5

      Notes to the Financial Statements.............................F-6 to F-13

                                       10

<PAGE>


                          INDEPENDENT AUDITORS' REPORT



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


We have audited the accompanying balance sheet of Golf Rounds.com, Inc., as of
August 31, 2002 and the related statements of operations, stockholders' equity
and cash flows for the years ended August 31, 2002 and 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Golf Rounds.com, Inc., as of
August 31, 2002 and the results of its operations and cash flows for the years
ended August 31, 2002 and 2001 in conformity with accounting principles
generally accepted in the United States of America.


                                                    /s/ BEDERSON & COMPANY LLP
                                                    --------------------------
                                                    BEDERSON & COMPANY LLP






West Orange, New Jersey
October 30, 2002



                                      F-1

<PAGE>


                              GOLF ROUNDS.COM, INC.
                                  BALANCE SHEET
                                 AUGUST 31, 2002


                                     ASSETS


CURRENT ASSETS:
  Cash and cash equivalents                                    $  2,902,827
  Prepaid expenses and other                                         35,214
                                                               ------------
  TOTAL CURRENT ASSETS                                            2,938,041

EQUIPMENT, net of accumulated
  depreciation of $2,597                                            -
                                                               ------------

TOTAL ASSETS                                                   $  2,938,041
                                                               ============



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                             $     29,681
  Litigation settlement payable                                      30,000
  Accrued liabilities                                                13,269
                                                               ------------
  TOTAL CURRENT LIABILITIES                                          72,950
                                                               ------------

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value,
    12,000,000 shares authorized,
    3,447,377 issued and outstanding                                 34,473
  Additional capital in excess of par value                       4,773,866
  Accumulated deficit                                            (1,943,248)
                                                               ------------
  TOTAL STOCKHOLDERS' EQUITY                                      2,865,091
                                                               ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $  2,938,041
                                                               ============


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

                                       F-2

<PAGE>


                              GOLF ROUNDS.COM, INC.
                            STATEMENTS OF OPERATIONS
                   FISCAL YEARS ENDED AUGUST 31, 2002 AND 2001



<TABLE>
<CAPTION>




                                                             2002                       2001
                                                          -----------                ------------
<S>                                                      <C>                        <C>

REVENUES:
  Web site advertising                                    $     -                    $       177
                                                          -----------                -----------

EXPENSES:
  General, administrative and other                           195,206                    355,050
  Depreciation                                                    518                      1,560
                                                          -----------                -----------

TOTAL EXPENSES                                                195,724                    356,610
                                                          -----------                -----------

NET OPERATING LOSS BEFORE UNUSUAL ITEMS                      (195,724)                  (356,433)
                                                          -----------                -----------

UNUSUAL ITEMS:
  Cost to defend against and settle a lawsuit                 (52,707)                      -
  Refund of Directors' and Officers'
    liability insurance premium                                34,500                       -
                                                          -----------                -----------

TOTAL UNUSUAL ITEMS                                           (18,207)                      -
                                                          -----------                -----------

NET LOSS FROM OPERATIONS                                    (213,931)                  (356,433)
                                                          -----------                -----------

OTHER INCOME (EXPENSE):
  Interest and dividends                                       40,913                    154,640
  (Loss) on sale of marketable securities                     (12,422)                      -
  (Loss) on sale of equipment                                    -                       (5,054)
                                                          -----------                -----------

TOTAL OTHER INCOME (EXPENSE)                                   28,491                    151,586
                                                          -----------                -----------

NET LOSS                                                  $  (185,440)               $  (204,847)
                                                          ===========                ===========

BASIC AND DILUTED NET LOSS PER COMMON SHARE               $      (.05)               $      (.06)
                                                          ===========                ===========

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                        3,447,377                  3,447,377
                                                          ===========                ===========


</TABLE>


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


                                       F-3

<PAGE>


                              GOLF ROUNDS.COM, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                   FISCAL YEARS ENDED AUGUST 31, 2002 AND 2001



<TABLE>
<CAPTION>




                                                                                   Additional
                                                      Common Stock                 Capital in                             Total
                                               ------------------------------      Excess of        Accumulated        Stockholders'
                                                  Shares           Par Value       Par Value          Deficit             Equity
                                               -----------       -----------      ------------      ------------       ------------
<S>                                             <C>              <C>              <C>              <C>                  <C>

BALANCE - September 1, 2000                      3,447,377       $    34,473       $ 4,773,866       $(1,552,961)       $ 3,255,378

  Net loss                                            -                 -                 -             (204,847)          (204,847)
                                               -----------       -----------       -----------       -----------        -----------

BALANCE - August 31, 2001                        3,447,377            34,473         4,773,866        (1,757,808)         3,050,531

  Net loss                                            -                 -                 -             (185,440)          (185,440)
                                               -----------       -----------       -----------       -----------        -----------

BALANCE - August 31, 2002                        3,447,377       $    34,473       $ 4,773,866       $(1,943,248)       $ 2,865,091
                                               ===========       ===========       ===========       ===========        ===========

</TABLE>

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

                                       F-4


<PAGE>


                              GOLF ROUNDS.COM, INC.
                            STATEMENTS OF CASH FLOWS
                   FISCAL YEARS ENDED AUGUST 31, 2002 AND 2001


<TABLE>
<CAPTION>

                                                                                                   2002                    2001
                                                                                               -----------              -----------
<S>                                                                                           <C>                        <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                                       $  (185,440)             $  (204,847)
Adjustments to reconcile net loss to
  net cash used in operating activities:
    Loss on sale of marketable securities                                                           12,422                     -
    Loss on sale of equipment                                                                         -                       5,054
    Depreciation                                                                                       518                    1,560
      Increase or decrease in:
      Prepaid expenses and other                                                                   (15,089)                   9,463
      Accounts payable                                                                              29,681                     -
      Litigation settlement payable                                                                 30,000                     -
      Accrued liabilities                                                                           (8,492)                 (13,255)
                                                                                               -----------              -----------

NET CASH USED BY OPERATING ACTIVITIES                                                             (136,400)                (202,025)
                                                                                               -----------              -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of marketable securities                                                       89,198                      -
  Proceeds from sale of equipment                                                                     -                       3,000
  Purchase of marketable securities                                                                   -                    (101,620)
                                                                                               -----------              -----------

  NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                                                  89,198                  (98,620)
                                                                                               -----------              -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                               (47,202)                (300,645)

CASH AND CASH EQUIVALENTS - beginning                                                            2,950,029                3,250,674
                                                                                               -----------              -----------

CASH AND CASH EQUIVALENTS - ending                                                             $ 2,902,827              $ 2,950,029
                                                                                               ===========              ===========
</TABLE>



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

                                       F-5


<PAGE>



                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2002 AND 2001


NOTE 1 - CORPORATE OPERATIONS

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

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

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

         Marketable Equity Securities
         Securities Held-to-Maturity: Investments in mandatorily redeemable
         equity securities that management has the positive intent and ability
         to hold to maturity are reported at cost, adjusted for amortization of
         premiums and accretion of discounts, which are recognized in interest
         income using the interest method over the period to maturity.
         Unrealized gain or loss due to temporary market fluctuations is
         excluded from earnings, as the Company intends to hold these securities
         until they mature.

         However, certain changes in circumstances may cause the Company to
         change its intent to hold a certain security to maturity without
         calling into question its intent to hold other debt securities to
         maturity in the future. Thus, the sale or transfer of a
         held-to-maturity security due to one of the changes in circumstances
         specified in Financial Accounting Standard 115 shall not be considered
         to be inconsistent with its original classification. These specified
         circumstances include, among others, evidence of a significant
         deterioration in the issuer's creditworthiness.

         In addition to the specified changes in circumstances, other events
         that are isolated, nonrecurring, and unusual for the reporting
         enterprise that could not have been reasonably anticipated may cause
         the enterprise to sell or transfer a held-to-maturity security without
         necessarily calling into question its intent to hold other debt
         securities to maturity.

         Gains and losses on the sale of investment securities are determined
         using the specific identification method.

                                       F-6

<PAGE>



                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2002 AND 2001


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Fair Value
         The carrying amounts of cash equivalents, prepaid expenses, accounts
         payable, litigation settlement payable and accrued liabilities
         approximate fair value.

         Equipment
         The Company records equipment at cost. Depreciation is computed using
         the straight-line method over the related estimated useful lives of the
         assets.

         The Company evaluates the carrying value of its long-lived assets
         whenever there is a significant change in the use of an asset and
         adjusts the carrying value, if necessary, to reflect the amount
         recoverable through future operations.

         Stock-Based Compensation
         The Company accounts for employee stock options in accordance with
         Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for
         Stock Issued to Employees." Under APB 25, the Company recognizes no
         compensation expense related to employee stock options, as no options
         are granted at a price below the market price on the day of the grant,
         as adjusted for inducements that are not larger per share than would
         reasonably be required in an offer of shares to all shareholders for
         the purpose of raising an equivalent amount of capital and considering
         that the Company's stock is thinly traded.

         Statement 123 of the Financial Accounting Standards Board (FAS 123),
         "Accounting for Stock-Based Compensation," became effective for the
         Company in 1996. FAS 123, which prescribes the recognition of
         compensation expense based on the fair value of options on the grant
         date, allows companies to continue applying APB 25 if certain pro forma
         disclosures are made assuming hypothetical application of the
         fair-value method.

         Income Taxes
         Current income taxes are based on the year's taxable income for Federal
         and state income tax reporting purposes. Investment tax credits are
         accounted for by the flow-through method.

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

         Net Loss Per Common Share
         Net loss per common share is based on the weighted average number of
         shares of common stock outstanding during each fiscal year. Common
         stock equivalents are not considered in loss years because they are
         anti-dilutive. Excluded in the net loss per share calculation are
         contingently issuable shares that, if included, would have an
         anti-dilutive effect.

                                       F-7

<PAGE>



                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2002 AND 2001


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Use of Estimates
         The preparation of financial statements in conformity with generally
         accepted accounting principles 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.

         Reclassifications
         Certain reclassifications were made to the fiscal 2001 financial
         statements presentation in order to conform to the 2002 financial
         statements presentation.


NOTE 3 - MARKETABLE EQUITY SECURITIES

         In June 2001, the Company purchased the following marketable,
         mandatorily redeemable, equity securities that management classified as
         held until maturity:

                                                                       Cost
                                                                     --------
            Enron Capital LLC, preferred stocks, 8%
                cumulative dividend, maturing in more
                than ten (10) years (i.e., 2048)                     $101,620

         Since these securities were purchased shortly before year end 2001,
         management elected to begin amortizing the $1,620 premium on these
         securities in fiscal 2002 due to immateriality. No securities were sold
         in fiscal 2001.

         Although management intended to hold these securities until maturity,
         during the first quarter of fiscal 2002, management decided to sell
         these securities when they perceived a decline in the credit worthiness
         of the issuer - Enron Capital LLC. The Company realized a $12,422 loss
         on the sale of these securities.


NOTE 4 - REFUND OF DIRECTORS' AND OFFICERS' LIABILITY INSURANCE PREMIUM

         During the fiscal year ended August 31, 2002, the Company received a
         non-recurring refund of an insurance premium for $34,500 that related
         to Directors' and Officers' liability insurance because the coverage
         was not properly secured by the insurance agent. This unusual gain is
         presented as a separate component of the net loss from operations.

NOTE 5 - INCOME TAXES

         The Company had net operating loss carryforwards ("NOLs") at August 31,
         2002 and 2001, of approximately $1,030,000 and $842,000, respectively,
         for Federal income tax reporting purposes, $876,000 and $876,000,
         respectively, for New Jersey State, and $502,000 and $307,000,
         respectively, for Georgia State income tax reporting purposes. These
         losses create a deferred tax asset at August 31, 2002 and 2001. The
         Company has recorded a 100% valuation allowance against deferred tax
         assets and deferred tax benefits due to the uncertainty of their
         ultimate realization.

                                       F-8

<PAGE>



                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2002 AND 2001



NOTE 5 - INCOME TAXES (Continued)

         The deferred income tax benefits of operating losses for the years
         ended August 31, 2002 and 2001 are approximately as follows:

                                                       2002                2001
                                                   --------            --------
                        Federal                    $ 55,000            $ 60,000
                        Georgia                      12,000               4,000
                        New Jersey                     -                 11,000
                                                   --------            --------
                                                     67,000              75,000
                        Valuation allowance         (67,000)            (75,000)
                                                   --------            --------

                        Total                      $     -             $     -
                                                   ========            ========

         The increase in the valuation allowance of $67,000 and $75,000 during
         the fiscal years ended August 31, 2002 and 2001, respectively, was due
         to the deferred income tax benefits of operating losses incurred during
         the corresponding years, which have been fully reserved due to the
         uncertainty of their ultimate realization.

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

                                                        2002               2001
                                                   ---------          ---------
                        Deferred tax asset:
                          Federal NOLs             $ 288,000          $ 233,000
                          Georgia NOLs                25,000             15,000
                          New Jersey NOLs             66,000             66,000
                                                   ---------          ---------
                                                     379,000            314,000
                        Valuation allowance         (379,000)          (314,000)
                                                   ---------          ---------

                        Net deferred tax asset     $    -             $    -
                                                   =========          =========

         NOLs expire approximately as follows:

                   Year          Federal           New Jersey           Georgia
                   ----         ----------         ----------         ----------

                   2003       $       -            $  104,566          $    -
                   2006               -                42,340               -
                   2007               -               516,094               -
                   2008               -               213,000               -
                   2011            184,504               -                  -
                   2019             42,540               -                  -
                   2020            388,956               -                89,139
                   2021            216,747               -               217,772
                   2022            197,253               -               195,089
                                ----------         ----------         ----------

                                $1,030,000         $  876,000         $  502,000
                                ==========         ==========         ==========

                                       F-9

<PAGE>

                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2002 AND 2001



NOTE 6 - RELATED PARTY TRANSACTIONS

         On January 24, 2000, Messrs. Paul O. Koether, John W. Galuchie, Jr.
         and Thomas K. Van Herwarde and certain other sellers sold an aggregate
         of 500,000 shares of the Company's common stock to seven (7)
         purchasers, which caused a change in control of the Company and
         composition of its Board of Directors.

         On March 16, 2000, the Company sold 1,333,005 shares of common stock,
         at a purchase price of $1.375 per share, representing aggregate gross
         proceeds of approximately $1,833,000, to twenty-nine (29) accredited
         investors in a private placement offering. M.H. Meyerson & Co., Inc.
         ("Meyerson") acted as the placement agent for the offering and was paid
         commissions of $128,302 and a non-accountable expense allowance of
         $54,986. Certain persons designated by Meyerson also received five-year
         options to purchase 200,251 shares of common stock at a price of $1.50
         per share. Several stockholders and a director of the Company are
         associated with Meyerson. The gross proceeds, less commissions,
         non-accountable expenses, and other expenses of the offering of
         approximately $83,000, resulted in net proceeds to the Company of
         approximately $1,567,000.

         The president/treasurer and the chairman of the Board of Directors
         became salaried employees of the Company effective September 1, 2000
         and February 1, 2000, respectively.

         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 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 fiscal years ended
         August 31, 2002 and 2001.

         On November 15, 2000, the Company entered into a letter of agreement
         with Meyerson whereby Meyerson was offered 180,000 shares of common
         stock of the Company if Meyerson is successful in finding a suitable
         merger partner with a pre-merger valuation of at least $10 million and
         merger terms acceptable to the Board of Directors of the Company.

                                      F-10

<PAGE>



                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2002 AND 2001



NOTE 7 - STOCK OPTION PLANS

         In August 1983, the Company adopted an incentive stock option plan
         covering 100,000 shares exercisable for a period of ten (10) years from
         the date of grant. There have been no options granted or canceled under
         the incentive stock option plan.

         On March 13, 2000 the Board of Directors granted an option to purchase
         20,000 shares of the Company's common stock, at an exercise price of
         $2.5625, to three of the Company's directors. On May 3, 2000 the Board
         of Directors granted an option to purchase 20,000 shares of the
         Company's common stock, at an exercise price of $2.625, to the
         Company's other director. The exercise price of these options was equal
         to or exceeded the fair market value of the underlying shares of common
         stock as of the grant date. These options shall be exercisable for a
         period of five (5) years from the date of grant.

         Effective December 28, 2000, the Board of Directors granted options to
         purchase the Company's common stock at an exercise price of $1.30 to
         corporate officers as follows:
                  45,000 shares to the Company's president/treasurer and
                  20,000 shares to the Company's chairman
         The exercise price of these officers' options was equal to or exceeded
         the fair market value of the underlying shares of common stock as of
         the grant date. These officers' options were initially exercisable for
         five (5) years. On December 3, 2001, the Board of Directors consented
         to modify the officers' options so that they shall be exercisable for a
         period of ten (10) years from the date of grant.

         On December 3, 2001 the Board of Directors granted an option to
         purchase 40,000 shares of the Company's common stock, at an exercise
         price of $.60, to each of the Company's four (4) directors. The
         exercise price of these options was equal to or exceeded the 75% or the
         market price of the underlying shares of common stock as of the grant
         date. These options shall be exercisable for a period of ten (10) years
         from the date of grant. These options were granted to Directors for
         serving on the Board of Directors during the fiscal years ended August
         31, 2002 and 2001.

         The fair value of the options granted and modified in fiscal 2002 was
         estimated based upon a financial analysis of the terms of the options
         using the Black-Scholes Pricing Model as follows:

           Assumptions:
             Risk-free interest rate             1.58%
             Expected volatility                 107%
             Expected holding period             10 years
             Expected dividends                  None

           Resulting estimated fair value for options granted in fiscal 2002:
             Per option share        $   .46
             Extended value          $73,000

           Resulting estimated fair value for options modified in fiscal 2002:
             Per option share        $   .39
             Extended value          $25,000



                                      F-11

<PAGE>



                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2002 AND 2001



NOTE 7 - STOCK OPTION PLANS (continued)

         Financial reporting of the compensatory options issued has been
         prepared pursuant to the Company's policy of following APB No. 25, and
         related interpretations, in accounting for its employee stock options.
         Had the Company accounted for these options in accordance with FAS 123,
         compensation costs and the net loss would have increased for the fiscal
         years ended August 31, 2002 and 2001 as follows:


                                                              2002         2001
                                                         ---------    ---------
Pro forma Disclosure:
  Net Loss, as reported                                  $ 185,440    $ 204,847
  Increase in compensation costs
     based on fair value of options
       granted (exercise price < market price)              72,875         -
       and modified (exercise price > market price)         25,350       42,000
                                                         ---------    ---------

Pro forma increase in compensation costs                    98,224       42,000
                                                         ---------    ---------

Pro forma Net Loss, including fair value of
  common stock options granted and modified              $ 283,664    $ 246,947
                                                         =========    =========

Pro forma Net Loss Per Common Share, including
  fair value of stock options granted and modified       $    (.08)   $    (.06)
                                                         =========    =========

         The additional effects of accounting for these options in accordance
         with FAS 123, would be to increase the Company's deferred tax asset,
         deferred tax benefit and valuation allowance, as of the end of the
         indicated fiscal year, as follows:

Pro forma Disclosure Increases:                           2002             2001
                                                      --------         --------
   Deferred tax asset:
     Federal NOLs                                     $ 28,000         $ 12,000
     Georgia NOLs                                        6,000            2,000
     New Jersey NOLs                                      -               3,000
                                                      --------         --------
                                                        34,000           17,000
   Valuation allowance                                 (34,000)         (17,000)
                                                      --------         --------

   Net deferred tax asset                             $   -            $   -
                                                      ========         ========


                                      F-12

<PAGE>



                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2002 AND 2001



NOTE 7 - STOCK OPTION PLANS (continued)

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

<TABLE>
<CAPTION>

                                                                                                Weighted-Average
                                                                         Weighted-Average       Contractual Life
                                                      Number of           Exercise Price             as of
                                                       Shares               Per Share           August 31, 2002
                                                    -------------      ---------------------    -----------------
<S>                                                <C>                  <C>                      <C>

Options outstanding and
  exercisable as of
  September 1, 2000                                   280,251               $       1.807760        2.5 years

Options granted to officers                            65,000                       1.300000        9.3 years
                                                    ---------

Options outstanding and
  exercisable as of
  August 31, 2001                                     345,251                       1.712165        3.8 years

Options granted to directors                          160,000                            .60        9.3 years
                                                    ---------

Options outstanding and
  exercisable as of
  August 31, 2002                                     505,251               $       1.35997         5.5 years
                                                    =========
</TABLE>

         No options expired or were exercised or forfeited during the fiscal
         years ended August 31, 2002 and 2001. Options expire between five (5)
         and ten (10) years after date of grant or modification.


NOTE 8 - LITIGATION SETTLEMENT

The Company was named as a defendant in a lawsuit entitled Saint Barnabus
Medical Center, Inc. v Estate of Karen Van Herwarde et. al. which was brought in
the Superior Court of New Jersey, Essex County under Docket No. L-11080-01.
Although, as the Company previously disclosed, management is of the opinion that
the Company was not liable to the plaintiff in this matter, the Company decided
to join with the other defendants in a settlement of the lawsuit in order to
bring the matter to a conclusion and save any further legal expense. The Company
contributed $30,000 to the settlement in return for a complete release from all
the other parties arising from the claims alleged in the lawsuit. The Settlement
Agreement and Release was executed on August 30, 2002.

                                      F-13

<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     None.



                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

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

      Name                         Age       Position

      John F. McCarthy, III        57        Chairman of the Board and Secretary

      Robert H. Donehew            50        President, Treasurer and Director

      Larry S. Grossman            53        Director*

      Anthony Charos               38        Director*

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

     John F. McCarthy, III has served as chairman of our board of directors and
as secretary since February 2000. Since October 2000, Mr. McCarthy has been
Chairman of the Board of Effinity Online, Inc., an internet-based company that
intends to sell products to associations and other affinity groups. Since June
2000, Mr. McCarthy has served as a director of Intercom Systems, Inc., a public
company whose business plan is to serve as a vehicle for the acquisition of a
target business. Since February 1999, Mr. McCarthy has been chairman of Pricing
Dynamics Systems, Inc., which filed for Chapter 7 Bankruptcy protection on
August 2, 2002. Since October 1999, Mr. McCarthy has served as chairman of
Ensoport Internetworks, Inc., which is developing a franchised Internet portal
system. Mr. McCarthy was a director and general counsel of Globalink, Inc. from
1993 until it was acquired by Lernout & Hauspie Speech Products N.V. in October
1998. From October 1998 to January 1999, he was a consultant to Lernout &
Hauspie Speech Products N.V. From 1989 to 1993, he was vice president and
general counsel of Computone Corporation, a manufacturer of computer peripheral
devices. From 1985 to 1988, he was a partner in the law firm of Burnham,
Connelly, Osterle & Henry and from 1983 to 1985 he was a partner in the law firm
of Rose, Schmidt, Chapman, Duff & Hasley. Since 1993, Mr. McCarthy has been a
principal in McCarthy, Johnston & Associates, a legal and financial consulting
firm. In addition, from 1982 until 1985, Mr. McCarthy acted as an arbitrator
with the NASD.

     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. Mr. Donehew has served as a director and the vice
president and treasurer of Intercom Systems, Inc. since June 2000. 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.

                                      24

<PAGE>

     Larry S. Grossman has served as one of our directors since February 2000.
Mr. Grossman has been the chairman and chief executive officer of Norzyme ,
Inc., a bio-tech start up company, since April 2002 and the chairman of
Thunderbolt Capital Corporation, a venture capital firm he co-founded, since
January 1998. From September 1997 to January 1998 he was retired. From October
1996 to August 1997, Mr. Grossman was chairman and chief executive officer of
Trans Leasing International, Inc., a company specializing in medical equipment
and auto leasing. From 1989 to October 1996, he was chairman and chief executive
officer of FluoroScan Imaging Systems, Inc., a manufacturer of x-ray imaging
devices. From 1987 to 1989 Mr. Grossman was president, chief operating officer
and a director of Pain Prevention Labs, Inc., which manufactured a patented
electronic anesthesia machine.

     Anthony Charos has served as one of our directors since March 2000. Since
June 2000, Mr. Charos has served as a director of Intercom Systems, Inc. Since
January 2002, Mr. Charos has been an account executive with Vested Business
Broker, a business brokerage firm. 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 May 2002, Mr. Charos was a sales representative
with Weichert & Realty.

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, 2002, all of
our officers, directors and ten-percent stockholders complied with the Section
16(a) reporting requirements.

                                       25

<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth the compensation for the three years
ended August 31, 2002 for our chairman of the board. 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, 2002.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                            Annual                   Long-Term Compensation
                                                        Compensation(1)
                                                   ----------------------      --------------------------------
     Name and Principal Position         Year      Salary ($)    Bonus ($)     Securities        All Other
                                                                               Underlying      Compensation ($)
                                                                               Options (#)
     ---------------------------         ----      ---------     --------      -----------     ---------------
        <S>                             <C>       <C>           <C>              <C>             <C>


        John F. McCarthy, III             2002        30,000          -            40,000                -
        Chairman and Secretary            2001        30,000          -            20,000                -
                                          2000      17,500(2)         -            20,000                -
     ---------------------------         ----      ---------     --------      -----------     ---------------

</TABLE>

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

(2)  In February 2000, we began paying Mr. McCarthy a salary of $2,500 per month
     for his services as Chairman and Secretary.

     We do not have employment agreements with John F. McCarthy, III or Robert
H. Donehew, our other executive officer. In December 2000, we paid Mr. Donehew
$20,625 by issuing him 15,000 shares of our common stock as compensation for his
services as our vice president and treasurer through August 2000. On September
1, 2000, we commenced paying Mr. Donehew $2,500 per month for his services as an
executive officer. On December 3, 2001, we granted to Mr. Donehew options to
purchase 40,000 shares of our common stock, at an exercise price of $0.60 per
share, which options vested immediately. The options granted on December 3, 2001
were granted to Directors for serving on the Board of Directors during the
fiscal years ended August 31, 2002 and 2001.

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

     Our directors do not currently receive any cash compensation for their
services. Our directors who are not also an executive officer receive options in
consideration of their services.

                                       26

<PAGE>


Option Grants

         The following table represents the stock options granted in the fiscal
year ended August 31, 2002 to the executive officer identified in the Summary
Compensation table above.


                                     Options Granted in the Last Fiscal Year
<TABLE>
<CAPTION>

                                   Number of
                                  Securities      Percent of Total
      Name of Executive           Underlying       Options Granted
                                Options Granted    to Employees in     Exercise Price of       Expiration Date
                                      (#)          Fiscal Year (%)        Options ($)
------------------------------ ------------------ ------------------ ---------------------- -----------------------
<S>                             <C>                <C>                  <C>                 <C>
John F. McCarthy, III               40,000              25.0%                $.60                  12/2/11
------------------------------ ------------------ ------------------ ---------------------- -----------------------

</TABLE>

         The following table sets forth the fiscal year end option values of
outstanding options at August 31, 2002 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

<TABLE>
<CAPTION>

                                   Number of Securities Underlying                Dollar Value of Unexercised
                                       Unexercised Options at                       in-the-Money Options at
                                           August 31, 2002                            August 31, 2002(1)
---------------------------- -------------------------------------------- --------------------------------------------
           Name                 Exercisable(#)        Unexercisable(#)        Exercisable(#)       Unexercisable(#)
---------------------------- --------------------- ---------------------- --------------------- ----------------------
<S>                           <C>                  <C>                     <C>                  <C>
John F. McCarthy, III               80,000                   0                   $7,600                  --
---------------------------- --------------------- ---------------------- --------------------- ----------------------

</TABLE>

(1)  These values are based on the difference between the closing sale price of
     our common stock on August 30, 2002 (the last trading day of the fiscal
     year) of $0.79 and the exercise prices of the options, multiplied by the
     number of shares of common stock subject to the options.

                                       27

<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth the number of shares of common stock
beneficially owned as of November 26, 2002 by (1) those persons or groups known
to us who beneficially own more than 5% of our common stock, (2) each of our
current directors, and (3) all of our current directors and executive officers
as a group. The information is determined in accordance with Rule 13d-3
promulgated under the Exchange Act based upon information furnished by the
persons listed or contained in filings made by them with the SEC. Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities. Shares of common
stock issuable upon the exercise of options or warrants currently exercisable,
or exercisable or convertible within 60 days, are deemed outstanding for
computing the percentage ownership of the person holding such options or
warrants but are not deemed outstanding for computing the percentage ownership
of any other person. Except as indicated below, the stockholders listed possess
sole voting and investment power with respect to their shares. As of November
26, 2002, there were 3,447,377 shares of common stock outstanding.


Name and Address of                    Amount and Nature of
Beneficial Owner                       Beneficial Ownership    Percent of Class
------------------------------------   ---------------------   -----------------

Robert H. Donehew                             689,690(1)           19.4%
  Donehew Fund Limited Partnership
  111 Village Parkway, Building #2
  Marietta, Georgia 30067

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

David S. Nagelberg                            518,250(3)           14.9%
  7012 Rancho La Cima Drive
  Rancho Santa Fe, California 92067

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

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

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

Asset Value Holdings, Inc.                    200,000              5.8%
  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


                                       28

<PAGE>

Larry Grossman                                100,000(7)           2.9%
  c/o Thunderbolt Capital Corp.
  1239 Shermer Road
  Northbrook, Illinois 60062

Anthony Charos                                 80,000(8)           2.3%
  275 Engle Street, BA2
  Englewood, New Jersey 07631

John F. McCarthy, III                          80,000(9)           2.3%
  2401 Pennsylvania Avenue, N.W.
  Washington, D.C. 20037

All current directors and executive           949,690(10)         25.3%
officers as a group (4 persons)

--------------

(1)  Includes 100,000 shares of common stock owned by Donehew Fund Limited
     Partnership, of which Donehew Capital LLC, a Georgia limited liability
     company, is the general partner; Mr. Donehew is the manager of Donehew
     Capital LLC. Also includes (i) 449,690 shares as to which Donehew Fund
     Limited Partnership holds irrevocable proxies (see footnote no. 4) and (ii)
     105,000 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)  Includes 39,250 shares of common stock held by the Delaware Charter
     Guarantee & Trust Co., for the benefit of the David S. Nagelberg Individual
     Retirement Account ("IRA"), 1,250 shares of common stock held in a
     custodian account for the benefit of David Nagelberg's children and 48,521
     shares of common stock issuable upon exercise of exercisable options.

(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. Mr. Koether,
     Shamrock Associates, Asset Value Holdings, Inc., Sun Equities Corporation
     and Mr. Koether's IRA have given Donehew Fund Limited Partnership
     irrevocable proxies to vote an aggregate of 449,690 shares that they own
     (see footnote no. 1).


                                       29

<PAGE>

(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. Asset Value Holdings has
     given Donehew Fund Limited Partnership an irrevocable proxy to vote 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. Asset Value Holdings and Sun
     Equities Corporation have given Donehew Fund Limited Partnership
     irrevocable proxies to vote an aggregate of 207,716 shares that they own.

(7)  Includes 60,000 shares of common stock issuable upon exercise of
     exercisable options.

(8)  Includes 20,000 shares of common stock held with Kevin Charos, as Tenants
     in Common, and 60,000 shares of common stock issuable upon exercise of
     exercisable options.

(9)  Includes 80,000 shares of common stock issuable upon exercise of
     exercisable options.

(10) Includes the shares of common stock deemed to be included in the respective
     beneficial holdings of Robert H. Donehew, Larry Grossman, Anthony Charos
     and John F. McCarthy, III.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On January 18, 2000, six of our stockholders entered into a stock purchase
agreement with seven purchasers, some of whom are associated with M.H. Meyerson
& Co., Inc. ("MHM"), pursuant to which the sellers agreed to sell to the
purchasers an aggregate of 500,000 shares of our common stock at a price of
$1.375 per share. In connection with the execution of the purchase agreement, we
entered into a separate agreement with the purchasers pursuant to which, among
other things, Messrs. Koether, Galuchie and Van Herwarde, our former directors,
agreed to resign as directors and appoint new directors designated by the
purchasers of the shares. The purchasers designated Messrs. Donehew, Grossman
and McCarthy for appointment to our board of directors to take office upon the
resignation of the then current directors. Mr. Koether and entities he controls,
including some of the other sellers, also agreed to give a designee of the
purchasers irrevocable proxies to vote an additional 449,690 shares of our
common stock that he and such other entities own.

     The sale of shares contemplated by the purchase agreement was consummated
on January 21, 2000, and on that date the proxies given by Mr. Koether and
certain entities controlled by him to a designee of one of the purchasers became
effective.

     On March 16, 2000, we sold 1,333,005 shares of common stock at a purchase
price of $1.375 per share, representing aggregate gross proceeds of
approximately $1,833,000, to 29 accredited investors in a private placement
offering. MHM acted as the placement agent for the offering and was paid
commissions of $128,302 and a non-accountable expense allowance of $54,986. We
also issued to certain persons designated by MHM five year options to purchase
200,251 shares of our common stock at a price of $1.50 per share. Of these
options, options to purchase 48,522 shares were issued to Ronald I. Heller and
options to purchase 48,521 shares were issued to David S. Nagelberg. Messrs.
Heller and Nagelberg are both associated with MHM. Anthony Charos, one of our
directors, was also associated with MHM at that time.

     On November 15, 2000, we agreed to issue 180,000 shares of our common stock
to MHM if MHM introduces to us an entity with which we consummate a business
combination, if such entity has pre-merger valuation of at least $10 million.

                                       30

<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

      (a) Exhibits Filed.

                See Exhibit Index appearing later in this Report.

      (b) Reports on Form 8-K.

                None.


ITEM 14. CONTROLS AND PROCEDURES

     Within the 90-day period prior to the filing of this report, an evaluation
of the effectiveness of our disclosure controls and procedures was made under
the supervision and with the participation of our management, including our
chief executive officer and chief financial officer. Based on that evaluation,
the CEO and CFO concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in reports
that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. Subsequent to the date of
their evaluation, there were no significant changes in our internal controls or
in other factors that could significantly affect these controls, including any
corrective actions with regard to significance deficiencies and material
weaknesses.


                                       31

<PAGE>



                                   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:  November 27, 2002                   GOLF ROUNDS.COM, INC.
                                            (Registrant)



                                        By: /s/ John F. McCarthy, III
                                            ------------------------------------
                                            Name:    John F. McCarthy, III
                                            Title:   Principal Executive Officer

         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/ John F. McCarthy, III    Chairman and Secretary            November 27, 2002
-------------------------    (Principal Executive Officer)
John F. McCarthy, III


/s/ Robert H. Donehew        President, Treasurer and          November 27, 2002
------------------------     Director (Principal Accounting
Robert H. Donehew            and Financial Officer)


/s/ Larry S. Grossman        Director                          November 27, 2002
------------------------
Larry S. Grossman


/s/ Anthony Charos           Director                          November 27, 2002
------------------------
Anthony Charos


<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Golf Rounds.com, Inc. (the "Company") on
Form 10-KSB for the period ended August 31, 2002 as filed with the Securities
and Exchange Commission (the "Report"), each of the undersigned, in the
capacities and on the dates indicated below, hereby certifies pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

1.   the Report fully complies with the requirements of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   the information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operation of the Company.


Dated: November 27, 2002                By:    /s/ John F. McCarthy, III
                                               ---------------------------------
                                               John F. McCarthy, III
                                               Chairman and Secretary
                                               (Principal Executive Officer)


Dated: November 27, 2002                By:    /s/ Robert H. Donehew
                                               ---------------------------------
                                               Robert H. Donehew
                                               President, Treasurer and Director
                                               (Principal Financial Officer)


<PAGE>


                            CERTIFICATATION PURSUANT
                       TO RULE 13a-14 AND 15d-14 UNDER THE
                   SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


I, John F. McCarthy, III, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Golf Rounds.com, Inc.;

2.   based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   the registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days of the filing date of this
          annual report (the "Evaluation Date"); and

     (c)  presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and to the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   the registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses

Dated: November 27, 2002                By:    /s/ John F. McCarthy, III
                                               ---------------------------------
                                               John F. McCarthy, III
                                               Chairman and Secretary
                                               (Principal Executive Officer)


<PAGE>


                            CERTIFICATATION PURSUANT
                       TO RULE 13a-14 AND 15d-14 UNDER THE
                   SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


I, Robert H. Donehew, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Golf Rounds.com, Inc.;

2.   based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   the registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days of the filing date of this
          annual report (the "Evaluation Date"); and

     (c)  presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and to the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   the registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.


Dated: November 27, 2002                By:    /s/ Robert H. Donehew
                                               ---------------------------------
                                               Robert H. Donehew
                                               President, Treasurer and Director
                                               (Principal Financial Officer)


<PAGE>


                                                    EXHIBIT INDEX

<TABLE>
<CAPTION>

                                                                     Incorporated
Exhibit                                                           By Reference from
Number         Description                                             Document       No. in Document      Page
------         -----------                                         ----------------   ---------------      ----
<S>            <C>                                                      <C>           <C>                  <C>

1.1            Agreement and Plan of Merger                               A                 2.1

3.1            Articles of Incorporation                                  A                 3.1

3.1.1          Bylaws                                                     A                3.1.1

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

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

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

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

10.5           Form of subscription agreement for private                 C                 10.3
               offering.

10.6           Form of agency agreement for private offering.             C                 10.4

10.7           Form of placement agent's purchase option for              C                 10.5
               private offering.

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

<PAGE>

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

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

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

99.1           Risk Factors                                               B                  B             Filed
                                                                                                         Herewith
---------------
</TABLE>

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

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

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

D.   Company's Annual Report on Form 10-KSB for the year ended August 31, 2001.