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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: August 31, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to  .
 Commission file number 0-10093
 Golf Rounds.com, Inc.
  Delaware
    
    59-1224913(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 111 Village Parkway, Building #2, Marietta, Georgia 30067
 (Registrants telephone number)
 (Former name, former address and former fiscal year,
  þ o
    o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  þ o




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##### 



TABLE OF CONTENTS
 PART IItem 1. Description of Business


3Item 2. Description of Properties


6Item 3. Legal Proceedings


6Item 4. Submission of Matters to a Vote of Security Holders


6PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities


7Item 6. Selected Financial Data


8Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations


8Item 8. Financial Statements and Supplementary Data


10Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


11Item 9A(T). Controls and Procedures


11Item 9B. Other Information


11PART IIIItem 10. Directors, Executive Officers and Corporate Governance


12Item 11. Executive Compensation


13Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters


14Item 13. Certain Relationships and Related Transactions, and Director Independence


16Item 14. Principal Accountant Fees and Services


16PART IVItem 15. Exhibits, Financial Statement Schedules


17SIGNATURES


18EX-31.1EX-32.1
  2




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




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Selection of a target business and structuring of a business combination
  
    
    the financial condition and results of operation of the target;
 
    
    the growth potential of the target and that of the industry in which the target
operates;
 
    
    the experience and skill of the targets management and availability of additional
personnel;
 
    
    the capital requirements of the target;
 
    
    the competitive position of the target;
 
    
    the stage of development that the targets products, processes or services are at;
 
    
    the degree of current or potential market acceptance of the targets products,
processes or services;
 
    
    proprietary features and the degree of intellectual property or other protection of
the targets products, processes or services;
 
    
    the regulatory environment of the industry in which the target operates;
 
    
    the prospective equity interest in, and opportunity for control of, the target; and
 
    
    the costs associated with effecting the business combination.
    4




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Limited ability to evaluate the target business management
   Investment Company Act
   
    
    restrictions on the nature of our investments; and
 
    
    the issuance of securities,
  
    
    registration as an investment company;
 
    
    adoption of a specific form of corporate structure; and
 
    
    compliance with certain burdensome reporting, recordkeeping, voting, proxy and
disclosure requirements and other rules and regulations.
  COMPETITION
  5




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




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
 MARKET INFORMATION
  HIGH
    
    LOWPERIOD
    
    ($)
    
    ($)Fiscal 2010First Quarter*
    
    
    0.37
    
    
    
    0.37Fiscal 2009First Quarter
    
    
    0.72
    
    
    
    0.55Second Quarter
    
    
    0.55
    
    
    
    0.36Third Quarter
    
    
    0.71
    
    
    
    0.37Fourth Quarter
    
    
    0.51
    
    
    
    0.35Fiscal 2008First Quarter
    
    
    0.81
    
    
    
    0.75Second Quarter
    
    
    0.79
    
    
    
    0.75Third Quarter
    
    
    0.75
    
    
    
    0.75Fourth Quarter
    
    
    0.82
    
    
    
    0.75
 
 *
    
    Through October 19, 2009 HOLDERS
  DIVIDEND POLICY
  RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS FROM SALES OF REGISTERED SECURITIES.
  7




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ITEM 6.
    
    SELECTED FINANCIAL DATA
  
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 FORWARD LOOKING STATEMENTS
   Critical Accounting Policies and Use of Estimates
  Accounting for stock options.
 RESULTS OF OPERATIONS
  Fiscal year 2009 compared to fiscal year 2008
   8




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LIQUIDITY AND CAPITAL RESOURCES
 General
    Contractual obligations
  RECENT ACCOUNTING PRONOUNCEMENTS
   9




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ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  PageReport of Independent Registered Public Accounting Firm
    
    F-1Consolidated Balance Sheets as of August 31, 2009 and 2008
    
    F-2Consolidated Statements of Operations for the years ended August 31, 2009 and 2008
    
    F-3Consolidated Statements of Stockholders Equity for the years ended August 31, 2009 and 2008
    
    F-4Consolidated Statements of Cash Flows for the years ended August 31, 2009 and 2008
    
    F-5Notes to Consolidated Financial Statements for the years ended August 31, 2009 and 2008
    
    F-6  F-11
 10




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Weinberg & Company, P.A.
  
 F-1




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




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##### Table of Contents



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




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




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the
    
    
    For theYear Ended
    
    
    Year EndedAugust 31,
    
    
    August 31,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (110,364
    )
    
    $
    (81,780
    )Adjustments
to reconcile net loss to net cash used in operating activities:Stock-based compensation
    
    
    
    
    
    
    9,300Changes in operating assets and liabilities:Decrease in prepaid expenses
    
    
    10,000
    
    
    
    2,440Increase in accounts payable and accrued expenses
    
    
    2
    
    
    
    2,753Net cash used in operating activities
    
    
    (100,362
    )
    
    
    (67,287
    )Net decrease in cash and cash equivalents
    
    
    (100,362
    )
    
    
    (67,287
    )Cash and cash equivalents  beginning
    
    
    2,137,198
    
    
    
    2,204,485Cash and cash equivalents  ending
    
    $
    2,036,836
    
    
    $
    2,137,198
  F-5




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008
 NOTE 1  NATURE OF OPERATIONS
     NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 (A) PRINCIPLES OF CONSOLIDATION
  (B) USE OF ESTIMATES
  (C) CASH EQUIVALENTS
  (D) STOCK-BASED COMPENSATION
  F-6




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
 (E) INCOME TAXES
  (F) LOSS PER SHARE
  (G) VALUATION HIERARCHY
   Total CarryingValue at
    
    Fair Value Measurements at August 31, 2009August 31, 2009
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Cash and cash
equivalents
    
    $
    2,036,836
    
    
    $
    2,036,836
    
    
    $
    
    
    
    $
    
  (H) RECENT ACCOUNTING PRONOUNCEMENTS
  F-7




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
 (H) RECENT ACCOUNTING PRONOUNCEMENTS (cont.)
    NOTE 3  INCOME TAXES
  For the
    
    
    For theYear Ended
    
    
    Year EndedAugust 31, 2009
    
    
    August 31, 2008Current (benefit) provision: federal
    
    $
    
    
    
    $
    Current (benefit) provision: state
    
    
    
    
    
    
    Total current provision
    
    
    
    
    
    
    Deferred (benefit) provision: federal
    
    
    
    
    
    
    Deferred (benefit) provision: state
    
    
    
    
    
    
    Total deferred provision
    
    
    
    
    
    
    Total provision (benefit) for income taxes
from continuing operations
    
    $
    
    
    
    $
    
 F-8




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008
 NOTE 3  INCOME TAXES (cont.)
  August 31, 2009
    
    
    August 31, 2008Long-term deferred taxes:Operating loss carryforwards-federal
    
    
    541,000
    
    
    
    506,000Operating loss carryforwards-state
    
    
    100,000
    
    
    
    108,000Total deferred taxes
    
    
    641,000
    
    
    
    614,000Less: valuation allowance
    
    
    (641,000
    )
    
    
    (614,000
    )Net deferred tax assets
    
    $
    
    
    
    $
    
   Year
    
    Federal
    
    
    Georgia2011
    
    $
    185,000
    
    
    $
    2019
    
    
    43,000
    
    
    
    2020
    
    
    389,000
    
    
    
    89,0002021
    
    
    218,000
    
    
    
    129,0002022
    
    
    187,000
    
    
    
    207,0002023
    
    
    157,000
    
    
    
    175,0002024
    
    
    321,000
    
    
    
    340,0002025
    
    
    117,000
    
    
    
    168,0002026
    
    
    72,000
    
    
    
    165,0002027
    
    
    32,000
    
    
    
    141,0002028
    
    
    86,000
    
    
    
    134,0002029
    
    
    124,000
    
    
    
    126,000$
    1,931,000
    
    
    $
    1,674,000
  For the
    
    
    For theYear Ended
    
    
    Year EndedAugust 31, 2009
    
    
    August 31, 2008Federal tax benefit (provision) rate
    
    
    28
    %
    
    
    28
    %State tax benefit (provision) rate
    
    
    4
    %
    
    
    4
    %Temporary differences
    
    
    4
    %
    
    
    5
    %Permanent differences
    
    
    0
    %
    
    
    -1
    %Change in valuation allowance
    
    
    -36
    %
    
    
    -36
    %Effective Income tax (benefit) provision rate
from continuing operations
    
    
    0
    %
    
    
    0
    %
 F-9




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008
 NOTE 3  INCOME TAXES (cont.)
  NOTE 4  RELATED PARTY TRANSACTIONS
  NOTE 5  STOCK OPTIONS
   For the
    
    For theYear Ended
    
    Year EndedAssumptions
    
    August 31, 2009
    
    August 31, 2008Expected volatility
    
    
    N/A
    
    
    
    21
    %Expected life (years)
    
    
    N/A
    
    
    
    10Risk-free interest rate
    
    
    N/A
    
    
    
    3.9
    %Dividend yield
    
    
    N/A
    
    
    
    0
    %
 F-10




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008
 NOTE 5  STOCK OPTIONS (cont.)
  WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNo. of
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    ValueBalance outstanding at September 1, 2008
    
    
    845,251
    
    
    $
    1.04Granted
    
    
    Exercised
    
    
    Forfeited
    
    
    Expired
    
    
    Balance outstanding at August 31, 2009
    
    
    845,251
    
    
    $
    1.04
    
    
    
    3.2
    
    
    $
    Exercisable at August 31, 2009
    
    
    845,251
    
    
    $
    1.04
    
    
    
    3.2
    
    
    $
    
  NOTE 6  SUBSEQUENT EVENT
   F-11




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ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  
 ITEM 9A(T).
    
    CONTROLS AND PROCEDURES
       
 ITEM 9B.
    
    OTHER INFORMATION
  11




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PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  Name
    
    Age
    
    PositionRobert H. Donehew
    
    
    57
    
    
    President, Treasurer, Secretary and Director*Anthony Charos
    
    
    45
    
    
    Director*
 
 *
    
    Member of audit committee   Audit Committee
   Code of Ethics
  12




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ITEM 11.
    
    EXECUTIVE COMPENSATION
  SUMMARY COMPENSATION TABLE
 Long-TermCompensationAnnual Compensation(1)
    
    Number of
    
    All OtherName and Principal Position
    
    Year
    
    Salary
    
    Bonus
    
    Options
    
    CompensationRobert H. Donehew
    
    
    2009
    
    
    $
    30,000
    
    
    $
    0
    
    
    
    0
    
    
    $
    0President and Principal
    
    
    2008
    
    
    $
    30,000
    
    
    $
    0
    
    
    
    20,000
    
    
    $
    0Accounting Officer
    
    
    2007
    
    
    $
    30,000
    
    
    $
    0
    
    
    
    30,000
    
    
    $
    0
 
 (1)
    
    The above compensation does not include other personal benefits,
the total value of which do not exceed the lesser of $50,000 or
10% of such persons or persons cash compensation). Option Grants
  OPTION GRANTED IN THE LAST FISCAL YEAR
 Number of
    
    Percent of TotalSecurities
    
    Options Granted to
    
    
    
    
    
    Market PriceUnderlying Options
    
    Employees in Fiscal
    
    Exercise Price of
    
    on Date
    
    ExpirationName of Executive
    
    Granted
    
    Year
    
    Options
    
    of Grant
    
    DateRobert H. Donehew
    
    
    0
    
    
    
    0
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
  AGGREGATED FISCAL YEAR-END OPTION VALUES
 Name
    
    Exercisable
    
    Unexercisable
    
    Exercisable (1)
    
    Unexercisable(1)Robert H. Donehew
    
    
    330,000
    
    
    
    0
    
    
    $
    0
    
    
    $
    0
 
 (1)
    
    These values are based on the difference between the closing sale
price of our common stock on August 31, 2009 (the last trading
day of the fiscal year) of $0.50 and the exercise prices of the
options, multiplied by the number of shares of common stock
subject to the options. Employment Arrangements
  13




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Compensation Arrangements for Directors
    
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
    
    each of our directors;
    
    each of our named executive officers; and
    
    all of our directors and executive officers as a group.
  Amount and Nature ofBeneficialName and Address of Beneficial Owner
    
    Ownership
    
    Percent of ClassRobert H. Donehew
    
    
    465,000
    (1)
    
    
    12.3
    %Donehew Capital, LLC
111 Village Parkway, Building #2
Marietta, Georgia 30067Ronald I. Heller
    
    
    374,502
    (2)
    
    
    10.7
    %74 Farview Road
Tenafly, New Jersey 07670David S. Nagelberg
    
    
    429,228
    (3)
    
    
    12.5
    %7012 Rancho La Cima Drive
Rancho Santa Fe, California 92067Paul O. Koether
    
    
    484,690
    (4)
    
    
    14.1
    %211 Pennbrook Road
Far Hills, New Jersey 07931
 14




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Amount and Nature ofBeneficialName and Address of Beneficial Owner
    
    Ownership
    
    Percent of ClassShamrock Associates
    
    
    409,470
    (5)
    
    
    11.9
    %211 Pennbrook Road
Far Hills, New Jersey 07931John W. Galuchie, Jr.
    
    
    212,166
    (6)
    
    
    6.2
    %376 Main Street 
Bedminster, New Jersey 07921Asset Value Holdings, Inc.
    
    
    200,000
    
    
    
    5.8
    %211 Pennbrook Road
Far Hills, New Jersey 07931Galt Asset Management
    
    
    200,000
    
    
    
    5.8
    %c/o Brian Vitale 
125 West Shore Road 
Huntington, New York 11743Anthony Charos
    
    
    150,000
    (7)
    
    
    4.2
    %275 Engle Street, BA2
Englewood, New Jersey 07631All directors and executive officers as a group (two persons)
    
    
    615,000
    (8)
    
    
    15.7
    %
 
 (1)
    
    Includes 100,000 shares of common stock owned by Donehew Fund Limited Partnership, of which Donehew
Capital LLC, a Georgia limited liability company, is the general partner; Mr. Donehew is the
manager of Donehew Capital LLC. Also includes 330,000 shares of common stock issuable upon exercise
of exercisable options.(2)
    
    Includes 48,522 shares of common stock issuable upon exercise of exercisable options (Purchase
Option), 144,615 shares of common stock held of record by the Ronald I. Heller Revocable Trust
dated 12/23/97 (Ronald Trust), 144,615 shares of common stock held of record by the Joyce L.
Heller Revocable Trust dated 12/23/97 (Joyce Trust) and 36,750 shares of common stock held of
record by the Delaware Charter Guarantee & Trust Co., for the benefit of the Ronald I. Heller IRA
(Ronald IRA). Joyce L. Heller does not directly own any shares of common stock. As the co-trustee
of the Ronald Trust and Joyce Trust, Joyce has shared voting and dispositive power over the shares
held in such trusts. Although Joyce disclaims any voting or dispositive power over the 48,522
shares of Common Stock owned by Ronald through the Purchase Option and the 36,750 shares of Common
Stock held for the benefit of the Ronald IRA, all of which Ronald has sole voting and dispositive
power over, Joyce may be deemed to beneficially own such shares pursuant to interpretations of the
Securities and Exchange Commission.(3)
    
    Held by the David S. Nagelberg 2003 Revocable Trust of which David S. Nagelberg is the sole trustee.(4)
    
    Includes 209,470 shares of common stock beneficially owned by Shamrock Associates, of which
Mr. Koether is the general partner, 200,000 shares held by Asset Value Holdings, Inc., of which
Mr. Koether is President, 7,166 shares owned by Sun Equities Corporation, of which Mr. Koether is
Chairman and a principal stockholder; 1,666 shares held by Mr. Koethers IRA, 20,000 shares owned
by Mr. Koethers wife; and 15,000 shares held in discretionary accounts for Mr. Koethers brokerage
customers.(5)
    
    Includes 200,000 shares of common stock held by Asset Value Holding, of which Shamrock Associates
is the ultimate parent. Shamrock Associates disclaims beneficial ownership of these shares.(6)
    
    Includes 200,000 shares of common stock held by Asset Value Holdings, Inc., of which Mr. Galuchie
is the Treasurer. Mr. Galuchie disclaims beneficial ownership of the shares held by Asset Value
Holdings. Also includes 7,166 shares owned by Sun Equities Corporation, of which Mr. Galuchie is a
director and officer. Mr. Galuchie disclaims beneficial ownership of the shares held by Sun
Equities Corporation. 15




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##### Table of Contents



(7)
    
    Includes 20,000 shares of common stock held with Kevin Charos, as Tenants in Common, and 130,000
shares of common stock issuable upon exercise of exercisable options.(8)
    
    Includes the shares of common stock deemed to be included in the respective beneficial holdings of
Robert H. Donehew and Anthony Charos. 
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
 2009
    
    
    2008Audit Fees(1)
    
    $
    18,250
    
    
    $
    18,250Tax Fees
    
    
    0
    
    
    
    0Total
    
    $
    18,250
    
    
    $
    18,250
 
 (1)
    
    Represents the aggregate fees incurred for professional services
rendered by our principal accountant for the audit of our annual
financial statements for the years ended August 31, 2009 and 2008
and review of financial statements included in our quarterly
reports on Form 10-Q or services that are normally provided by
the accountant in connection with statutory and regulatory
filings or engagements for those periods. 16




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
 (a)
    
    Exhibits Filed.See Exhibit Index appearing later in this Report.(b)
    
    Reports on Form 8-K.Not applicable.
 17




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##### Table of Contents



SIGNATURES
  Dated: October 26, 2009
    GOLF ROUNDS.COM, INC.
(Registrant)By:
    /s/ Robert H. DonehewName:
    Robert H. DonehewTitle:
    President, Treasurer and Secretary  /s/ Robert H. Donehew
    
    President, Treasurer, Secretary
and DirectorRobert H. Donehew
    
    (Principal Executive and Principal Accounting and Financial
Officer)/s/ Anthony Charos 
Anthony Charos
    
    Director
 18




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##### Table of Contents



Incorporated ByExhibit
    
    
    
    Reference from
    
    No. inNumber
    
    Description
    
    Document
    
    Document1.1
    
    Agreement and Plan of Merger between American
Metals, Inc. and American Metals Service, Inc.
    
    A
    
    
    23.1
    
    Certificate of Incorporation
    
    A
    
    3(I
    )3.1.1
    
    Bylaws
    
    A
    
    3(II
    )10.1
    
    Stock Purchase Agreement, dated January 18, 2000,
among Asset Value Holdings, Inc., Bradford Trading
Company, Paul Koether, Shamrock Associates, Sun
Equities Corporation, Thomas K. Van Herwarde, The
Rachel Beth Heller1997 Trust Dated 7/9/97, The Evan
Todd Heller Trust Dated 6/17/97, Martan & Co.,
Donehew Fund Limited Partnership, Jonathan & Nancy
Glaser Family Trust Dated 12/16/98, W. Robert
Ramsdell and Nagelberg Family Trust Dated 9/24/97
    
    B
    
    
    2.110.2
    
    Form of option agreement for executives and directors
    
    C
    
    
    10.610.4
    
    Code of Ethics
    
    D
    
    
    10.1631.1
    
    Section 302 Certification
    
    Filed herewith
    
    
    32.1
    
    Section 906 Certification
    
    Filed herewith
    
    
    A
    
    Companys Quarterly Report on Form 10-QSB for the quarter ended May 31, 1999.B
    
    Companys Current Report on Form 8-K, filed with the SEC on January 19, 2000.C
    
    Companys Annual Report on Form 10-KSB for the year ended August 31, 2005.D
    
    Companys Annual Report on Form 10-KSB for the year ended August 31, 2004.
 19