`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, 2004
                          -----------------

                                       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 Each 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 Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.   Yes  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]


The Registrant had no revenues during the fiscal year ended August 31, 2004.


At December 21, 2004, the aggregate market value of the common stock held by
non-affiliates of the issuer was $2,448,081.


At December 21, 2004, the issuer had 3,447,377 shares of common stock, par value
$.01 per share, outstanding.


Transitional Small Business Disclosure Format (check one)   Yes        No  X
                                                                ---       ---

Documents incorporated by reference:   None




                              GOLF ROUNDS.COM, INC.

       ANNUAL REPORT ON FORM 10-KSB FOR FISCAL YEAR ENDED AUGUST 31, 2004

                                TABLE OF CONTENTS

PART I ........................................................................1

ITEM 1.   DESCRIPTION OF BUSINESS .............................................1
ITEM 2.   DESCRIPTION OF PROPERTIES ...........................................5
ITEM 3.   LEGAL PROCEEDINGS ...................................................5
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .................5

PART II .......................................................................6

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS .............................................................6
ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS .................................7
ITEM 7.   FINANCIAL STATEMENTS
               INDEX TO FINANCIAL STATEMENTS ..................................9
               INDEPENDENT AUDITORS REPORT #1 .............................F-1-A
               INDEPENDENT AUDITORS REPORT #2 .............................F-1-B
               BALANCE SHEET ................................................F-2
               STATEMENT OF OPERATIONS ......................................F-3
               STATEMENT OF STOCKHOLDERS' EQUITY ............................F-4
               STATEMENT OF CASH FLOWS ......................................F-5
               NOTES TO FINANCIAL STATEMENT .................................F-6
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE .............................10
ITEM 8A.  CONTROLS AND PROCEDURES ............................................11
ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..................11
ITEM 10.  EXECUTIVE COMPENSATION .............................................13
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT .....................................................15
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSCTIONS.......................17
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K ...................................18
ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES .............................18

SIGNATURES ...................................................................19



                                       i


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

INTRODUCTION

         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. Recently, our
business plan has been to serve as a vehicle for the acquisition of a target
business that we believe will have significant growth potential.

OUR BUSINESS PLAN

         Generally

         We intend to use our available working capital (currently $2,414,463),
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 in its early stages of development or growth, which could
include companies seeking to obtain capital and to improve their financial
stability.

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

                                       1


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.

         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.

                                       2


         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.

         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

                                       3


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.

         Termination of previously proposed transaction

         In September 2003, we and one wholly owned subsidiary, DPE Acquisition
Corp. ("Merger Sub"), entered into an agreement and plan of reorganization and
merger ("Merger Agreement") with Direct Petroleum Exploration, Inc. ("DPE"). The
merger agreement provided for the merger ("Merger") of Merger Sub with and into
DPE, with DPE surviving the Merger as a wholly owned subsidiary of the Company.
DPE is a development-stage company that owns patented technology for the direct
detection of hydrocarbon reserves.

         The Merger Agreement provided that any party could terminate the merger
agreement if the Merger had not been consummated on or prior to April 19, 2004.
In March 2004, the parties to the merger agreement executed amendment no. 1
thereto for the sole purpose of extending the date to June 19, 2004 on which any
party could terminate the merger agreement if the Merger has not then been
consummated. In July 2004, we elected to terminate the merger agreement under
the foregoing provision.

         Although we did not consummate the Merger, we did incur significant
costs related to reviewing the aspects of the business of DPE and negotiating
the transactions, including legal and banking fees. The Company expensed these
costs of $148,857 in the fourth quarter of this year.

                                       4


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 also Item 2, Description of
Properties.)

ITEM 2. DESCRIPTION OF PROPERTIES

         Our principal executive offices are located at 111 Village Parkway,
Building #2, Marietta, Georgia and our telephone number is (770) 951-0984. Our
office space, fixtures, furniture and equipment, as well as our administrative
assistant, is provided to us by R.D. Garwood, Inc. at a cost of $900 per month
on a month-to-month basis. Robert H. Donehew, our president, treasurer and
director, is also chief financial officer of R.D. Garwood, Inc. We believe that
our present business property is adequate and suitable to meet our needs until
we consummate a business combination.

ITEM 3. LEGAL PROCEEDINGS

         None.

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

         None.


                                       5


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

                                            HIGH                     LOW
               PERIOD                        ($)                     ($)
               ------                        ---                     ---
   Fiscal 2005
       Second Quarter*                      0.85                    0.85
       First Quarter                        1.02                    0.68

   Fiscal 2004
       Fourth Quarter                       1.35                    0.75
       Third Quarter                        1.40                    1.03
       Second Quarter                       1.51                    1.21
       First Quarter                        1.75                    0.67

   Fiscal 2003
       Fourth Quarter                       0.75                    0.65
       Third Quarter                        0.66                    0.64
       Second Quarter                       0.95                    0.64
       First Quarter                        0.84                    0.64

---------------
*    Through December 21, 2004

HOLDERS

         As of December 21, 2004, we believe there were more than 3,000
beneficial holders of our common stock.

DIVIDEND POLICY

         We have not paid any dividends in the past two years and do not intend
to pay dividends prior to the consummation of a business combination. The
payment of dividends after a business combination will be contingent upon our
revenues and earnings, if any, our capital requirements and our general
financial condition. The payment of any dividends after a business combination
will be within the discretion of our board of directors. We presently intend to
retain all earnings, if any, for use in our business operations and,
accordingly, we do not anticipate declaring any dividends in the foreseeable
future.

                                       6


RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS FROM SALES OF
REGISTERED SECURITIES

         None.

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 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.

         FISCAL YEAR 2004 COMPARED TO FISCAL YEAR 2003

         For the year ended August 31, 2004 interest income was $19,192 as
compared to $25,514 for the year ended August 31, 2003. The decline in interest
income for the year ended August 31, 2004, 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.

         In July 2004, we elected to terminate the DPE merger agreement and
since we did not consummate the Merger, we incurred significant costs related to
reviewing the aspects of the business of DPE and negotiating the transactions,
including legal and banking fees. The Company expensed these costs of $148,857
in the fourth quarter of this year.

         In August 2004, we performed due diligence with regards to the
possibility of entering into a merger transaction with an operating target. In
performing the due diligence, we expended $27,935 in the fourth quarter of this
year. It was determined that a merger transaction with this target would not be
pursued at this time.

                                       7


         General, administrative and other expenses were $385,250 for the year
ended August 31, 2004, as compared to $168,087 for the year ended August 31,
2003. The net increase was due primarily to (i) the costs incurred on the two
failed merger acquisitions expenses being written off in the fourth quarter of
$176,792 and (ii) $58,073 of expenses resulting from the extension of the
exercise period of certain options previously issued to an underwriter of a
prior private placement, offset, in part, by decreases in payroll expenses and
audit fees.

         General, administrative and other expenses for the year ended August
31, 2004 consisted primarily of merger cost expenses of $176,792; the $58,073 of
expenses recorded to the extension of the exercise period of the underwriter's
options payroll expenses of $32,581, directors' and officers' liability
insurance expenses of $53,334, audit and accounting fee expenses of $21,316,
legal expenses of $17,149, office sharing expenses of $10,800, stockholder
service expenses of $9,844, taxes and license expenses of $4,328 and $1,035
miscellaneous expenses.

LIQUIDITY AND CAPITAL RESOURCES

         General

         At August 31, 2004, cash and cash equivalents were $2,394,843, which
included $2,347,152 that was invested in U.S. Treasury Securities that matured
in September and October 2004 yielding 1.2% and 1.3% and $47,691 invested in a
money market and checking accounts with an effective yield of 0.60%. At August
31, 2004, working capital was $2,414,463.

         Cash flows used in operating activities for the twelve-month period
ended August 31, 2004 of $308,284 primarily relate to general and administrative
expenses which include the merger acquisition expenses detailed above.

         Currently, our working capital is sufficient to last for more than 24
months. If we acquire a business, our-post acquisition capital needs may be more
substantial and our current capital resources may not be sufficient to meet our
requirements. We currently believe that if we need capital in the future, we
will be able to raise capital through sales of its equity and institutional or
investor borrowings, although we cannot assure you we will be able to obtain
such capital. We anticipate that after any acquisition it may complete in
accordance with our business plan, we will use substantially all our then
existing working capital to fund the operations of the acquired business. In
addition, we believe that the new business operations will require additional
capital to fund operations and the further development and marketing of the
acquired technologies.

         Contractual obligations

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


                                       8


ITEM 7.  FINANCIAL STATEMENTS

         Index to Financial Statements:                                    Page
                                                                           ----

            Report of Independent Registered Public Accounting Firm.......F-1-A

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

            Consolidated Balance Sheet as of August 31, 2004................F-2

            Consolidated Statements of Operations for years ended
              August 31, 2004 and 2003......................................F-3

            Consolidated Statements of Stockholders' Equity for years ended
              August 31, 2004 and 2003......................................F-4

            Consolidated Statements of Cash Flows for years ended
              August 31, 2004 and 2003......................................F-5

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





                                       9


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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


         We have audited the accompanying consolidated balance sheet of Golf
Rounds.com, Inc. and subsidiary, as of August 31, 2004 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the year ended August 31, 2004. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

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

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Golf Rounds.com, Inc. and subsidiary, as of August 31, 2004 and the results of
their operations and cash flows for the year ended August 31, 2004 in conformity
with accounting principles generally accepted in the United States of America.


Weinberg & Company, P.A.
Boca Raton, Florida
December 13, 2004



                                     F-1-A


[BEDERSON & COMPANY LLP LOGO]

405 Northfield Avenue
West Orange, New Jersey 07052
(973) 736-3333 Fax: (973) 736-3367, 8786

Insolvency and Litigation Fax: (973) 736-9219


                          INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying statements of operations, stockholders' equity
and cash flow of Golf Rounds.com, Inc. for the year ended August 31, 2003. 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 audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flow of Golf
Rounds.com, Inc. for the year ended August 31, 2003, in conformity with
accounting principles generally accepted in the United States of America.

                                     BEDERSON & COMPANY LLP

                                 /s/ Bederson & Company LLP
                                     --------------------------


West Orange, New Jersey
September 30, 2003



                                     F-1-B


                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET





                                     ASSETS

                                                                             August 31, 2004
                                                                             ---------------

CURRENT ASSETS:
   Cash and cash equivalents                                                   $ 2,394,843
   Prepaid expenses                                                                 38,333
                                                                               -----------
         TOTAL CURRENT ASSETS                                                    2,433,176
                                                                               -----------
TOTAL ASSETS                                                                   $ 2,433,176
                                                                               ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                       $    18,713
                                                                               -----------
   TOTAL CURRENT LIABILITIES                                                        18,713
                                                                               ===========
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                                     4,831,939
   Accumulated deficit                                                          (2,451,949)
                                                                               -----------
   TOTAL STOCKHOLDERS' EQUITY                                                    2,414,463
                                                                               ===========
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $ 2,433,176
                                                                               ===========



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


                                      F-2


                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      YEARS ENDED AUGUST 31, 2004 AND 2003




                                                                            August 31,
                                                                            ----------
                                                                    2004                  2003
                                                                    ----                  ----

EXPENSES:

     General, administrative and other                          $   385,250           $   168,087
                                                                -----------           -----------

     TOTAL EXPENSES                                                 385,250               168,087
                                                                -----------           -----------

LOSS FROM OPERATIONS                                               (385,250)             (168,087)
                                                                -----------           -----------

OTHER INCOME:

     Interest and dividends                                          19,122                25,514
                                                                -----------           -----------

     TOTAL OTHER INCOME                                              19,122                25,514
                                                                -----------           -----------

NET LOSS                                                        $  (366,128)          $  (142,573)
                                                                ===========           ===========

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                   $     (0.11)          $     (0.04)
                                                                ===========           ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -
BASIC AND DILUTED                                                 3,447,377             3,447,377
                                                                ===========           ===========


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


                                      F-3


                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      YEARS ENDED AUGUST 31, 2004 AND 2003





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

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

   Net loss                      --                 --                 --              (142,573)           (142,573)
                            ---------        -----------        -----------         -----------         -----------
BALANCE
   August 31, 2003          3,447,377             34,473          4,773,866          (2,085,821)          2,722,518
                            ---------        -----------        -----------         -----------         -----------
   Expense-extension of
     exercise period for
     underwriter option          --                 --               58,073                --                58,073

   Net loss                      --                 --                 --              (366,128)           (366,128)
                            =========        ===========        ===========         ===========         ===========
BALANCE
   August 31, 2004          3,447,377        $    34,473        $ 4,831,939         $(2,451,949)        $(2,414,463)
                            =========        ===========        ===========         ===========         ===========




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



                                      F-4


                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEARS ENDED AUGUST 31, 2004 AND 2003




                                                                                August 31,
                                                                                ----------
                                                                          2004               2003
                                                                          ----               ----

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                         $  (366,128)        $  (142,573)

     Adjustments to reconcile net loss to net cash used
       in operating activities:
         Expense - extension of exercise period for
             underwriter's options                                         58,073                   0
         Changes in operating assets and liabilities:
             Increase in prepaid expenses                                  (1,667)             (1,453)
             (Increase) decrease in deferred merger costs                  50,680             (50,680)
             Increase (decrease) in accounts payable and
                accrued expenses                                          (49,242)             25,006
             Decrease in litigation settlement payable                      -                 (30,000)
                                                                      -----------         -----------
     NET CASH USED IN OPERATING ACTIVITIES                               (308,284)           (199,700)
                                                                      -----------         -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                (308,284)           (199,700)

CASH AND CASH EQUIVALENTS - beginning                                 $ 2,703,127         $ 2,902,827
                                                                      -----------         -----------
CASH AND CASH EQUIVALENTS - ending                                    $ 2,394,843         $ 2,703,127
                                                                      ===========         ===========





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


                                      F-5


                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2004 AND 2003

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 ceased 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.

     On September 19, 2003, the Company and its wholly owned subsidiary, DPE
     Acquisition Corp., formed on September 2, 2003, entered into an agreement
     and plan of reorganization and merger with Direct Petroleum Exploration,
     Inc. ("DPE"), which was not consummated (See Note 6). The Company continues
     to maintain the subsidiary formed for the proposed merger for use in any
     other potential future acquisition. This subsidiary is currently inactive
     and has no operations.

     The Company's current business plan is primarily to serve as a vehicle for
     the acquisition of 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.

     STOCK-BASED COMPENSATION

     The Company measures compensation expense for its stock-based employee
     compensation plans using the intrinsic value method, in accordance with
     Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for Stock
     Issued to Employees." The Company has not recognized a cost for stock-based
     employee compensation, in the statements of operations, because the options
     granted during the current year have no intrinsic value as measured by the
     excess of their exercise price to the fair market price of the underlying
     common stock on the grant date.

                                      F-6


                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2004 AND 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     During 2003, Statement of Financial Accounting Standards No. 148 (SFAS
     148), "Accounting for Stock-Based Compensation - Transition and Disclosures
     - An Amendment of FASB Statement No. 123" became effective for the Company.
     Management believes there is no material effect of implementing SFAS 148 on
     the accompanying financial statements.

     INCOME TAXES

     Current income taxes are based on the year's taxable income for Federal and
     state income tax reporting purposes.

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

     LOSS PER SHARE

     Net loss per common share is based on the weighted average number of shares
     of common stock outstanding during each year. Common stock equivalents are
     not considered in loss years because they are anti-dilutive.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the reported
     amount of assets and liabilities and disclosure of contingent liabilities
     and assets at the date of the financial statements and the reported amounts
     of revenues and expenses during the reporting period. Actual results could
     differ from these estimates.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying value of cash equivalents and accounts payable approximates
     fair value due to the short maturity of these instruments.

                                      F-7


                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2004 AND 2003

NOTE 3 - INCOME TAXES

     The Company had net operating loss carryforwards ("NOLs") at August 31,
     2004 and 2003, of approximately $1,500,000 and $1,179,000, respectively,
     for Federal income tax reporting purposes, $771,000 and $771,000,
     respectively, for New Jersey State, and $940,000 and $600,000,
     respectively, for Georgia State income tax reporting purposes. These losses
     create a deferred tax asset at August 31, 2004 and 2003. The Company has
     recorded a 100% valuation allowance against deferred tax assets and
     benefits due to the uncertainty of their ultimate realization.

     In accordance with certain provisions of the Tax Reform Act of 1986 a
     change in ownership of greater than fifty (50%) percent of a corporation
     within a three (3) year period will place an annual limitation on the
     corporation's ability to utilize its existing tax benefit carryforwards.
     Such a change in ownership may have occurred in connection with the private
     placement of securities. Additionally, the Company's utilization of its tax
     benefit carryforwards may be restricted in the event of possible future
     changes in the ownership of the Company from the exercise of warrants or
     other future issuances of common stock.

     The deferred income tax benefits of operating losses for the years ended
     August 31, 2004 and 2003 are approximately as follows:

                                                        2004          2003
                                                        ----          ----
     Federal                                          $  90,000    $  49,000
     Georgia                                             20,000       10,000
     New Jersey                                            --           --
                                                      ---------    ---------
                                                        110,000       59,000

     Valuation allowance                               (110,000)     (59,000)
                                                      ---------    ---------
     Total                                            $    --      $    --
                                                      =========    =========

                                      F-8


                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2004 AND 2003

NOTE 3 - INCOME TAXES (CONTINUED)

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

                                                     2004             2003
                                                     ----             ----
     Deferred tax asset:
          Federal NOLs                           $   420,000      $   330,000
          Georgia NOLs                                56,000           36,000
          New Jersey NOLs                             66,000           66,000
                                                 -----------      -----------
                                                     542,000          432,000

     Valuation allowance                            (542,000)        (432,000)
                                                 -----------      -----------
     Total                                       $      -         $      -
                                                 ===========      ===========


     The net increase in the valuation allowance of $110,000 and $54,000 during
     the years ended August 31, 2004 and 2003, 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.


     NOLs expire approximately as follows:

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

       2006             $        -            $ 42,000            $      -
       2007                      -             516,000                   -
       2008                      -             213,000                   -
       2011                185,000                   -                   -
       2019                 43,000                   -                   -
       2020                389,000                   -              89,000
       2021                218,000                   -             129,000
       2022                187,000                   -             207,000
       2023                157,000                   -             175,000
       2024                321,000                   -             340,000
                        ----------            --------            ---------
                        $1,500,000            $771,000            $940,000
                        ==========            ========            ========


NOTE 4 - 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.

                                      F-9


                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2004 AND 2003

NOTE 4 - RELATED PARTY TRANSACTIONS (CONTINUED)

     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. In fiscal 2004, the
     exercise period of these options was extended by the Company's board of
     directors from five (5) years to ten (10) years from the date of grant (See
     Note 5). Several stockholders and a director of the Company were 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. As of January 31, 2003 the Chairman of the Board of
     Directors is no longer a salaried employee.

     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 years ended August 31, 2004 and 2003.

NOTE 5 - STOCK OPTIONS

     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 per share, 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 equaled or exceeded the
     fair market value of the underlying shares of common stock as of the grant
     date. In fiscal 2004, the exercise period of these options was extended by
     the Company's board of directors from five (5) years to ten (10) years from
     the date of grant.



                                      F-10


                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2004 AND 2003

NOTE 5 - STOCK OPTIONS (CONTINUED)



     On December 28, 2000, the Board of Directors granted options to purchase
     the Company's common stock at an exercise price of $1.30 per share to
     corporate officers as follows:

               o    45,000 shares to the Company's president/treasurer and

               o    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 became exercisable for a period of ten (10)
     years from the date of grant. The extension of the exercise period did not
     result in a charge to operations, as required by the variable option
     accounting, because the extended options have no intrinsic value as
     measured by the excess of the fair market value of the option shares over
     the exercise price of the options on the measurement date.

     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
     per share, 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
     are 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 years ended August 31, 2002 and 2001.

     On January 28, 2003, a member of the Board of Directors resigned. In
     connection with his resignation, it was agreed to extend the term of his
     options to purchase 20,000 shares of common stock from March 12, 2005 until
     September 12, 2007. The other terms of the option, including the price,
     remained the same.

     In March and May 2003, the Board of Directors awarded Directors, for
     serving on the Board, options to purchase 10,000 shares each of the
     Company's common stock. These options were exercisable immediately. In
     2004, the exercise period of these options was extended by the Company's
     board of directors from five (5) years to ten (10) years from date of
     grant. The exercise prices of these options are as follows:



                                      F-11


                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2004 AND 2003

NOTE 5 - STOCK OPTIONS (CONTINUED)

               o    Two director's options have an exercise price of $0.50 per
                    share on March 14, 2003, and

               o    One director's options have an exercise price of $0.52 per
                    share on May 13, 2003.

     In July of 2004, the Board of Directors awarded the three Directors, for
     serving on the Board, options to purchase 20,000 shares each of the
     Company's common stock, exercisable immediately or for any time during the
     ten (10) year period commencing on the grant date of July 29, 2004 at
     exercise price of $0.68.

     In addition, on July 29, 2004 the Board of Directors by unanimous consent
     awarded options to purchase the Company's common stock, exercisable
     immediately or for any time during the ten (10) year period commencing on
     the grant date of July 29, 2004 at exercise price of $0.68 as follows:

               o    75,000 shares to the Company's president/treasurer and

               o    25,000 shares to the Company's chairman.

     As discussed above, the Board decided on July 29, 2004 to extend the term
     of the exercise period of all of the remaining director options (90,000)
     that were five (5) year options to ten (10) year options for the current
     directors. The underwriter options of 200,251 that were issued in March of
     2000 were also extended of the exercise period of five additional years to
     March of 2010.

     Financial reporting of the options issued to Directors 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 and 148
     there would have been an increase in compensation expense of approximately
     $116,700 and $4,100 for the years ended August 31, 2004 and 2003, as
     presented and discussed below.

     In accordance with SFAS 148 and Statement of Financial Accounting Standards
     No. 123, "Accounting for Stock-Based Compensation" (SFAS 123), the
     Company's pro forma option expense is computed using the Black-Scholes
     option-pricing model. This model was developed for use in estimating the
     value of traded options that have no vesting restrictions and are fully
     transferable.



                                      F-12


                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2004 AND 2003

NOTE 5 - STOCK OPTIONS (CONTINUED)

     The following table shows assumptions and information used in the
     Black-Scholes option-pricing model to estimate the fair value of the
     options granted (i) to a certain underwriter and (ii) the Company's
     directors and Officers during the years ended August 31, 2004 and 2003:



                                        Underwriter's Option       Directors' and Officers' options
                                        --------------------       --------------------------------
                                        2004             2003          2004              2003
                                       ------           ------        -------           -------

     Options granted                      0                -          160,000           30,000
     Options modified                  200,251             -          90,000              -
     Directors granted options            0                -             3                3
     Expected forfeitures per year        0%               -            0%                0%
     Stock price                        $0.89              -           $0.89            $0.50
     Exercise price                     $1.50              -           $0.68        $0.50 to $0.52
     Expected life of options         5-6 years            -        5-10 years          5 years
     Risk-free interest rate             3.8%              -         3.8-4.6%           2.6%
     Expected volatility                  49%              -            49%              43%
     Expected dividend yield              0%               -            0%                0%


     On March 16, 2000, the Board of Directors granted options to purchase
     200,251 shares of the Company's common stock at a price of $1.50 per share
     to certain individuals designated by Meyerson. In fiscal 2004, the exercise
     period of these options was extended by the Company's board of directors
     from five (5) years to ten (10) years from the date of grant. As part of
     extending these options, the Company incurred an expense and a credit to
     paid-in capital of $58,073 in the current fiscal year (See Note 5
     Underwriter Option Table above).

     To comply with SFAS 148, the Company is presenting the following table to
     illustrate the effect on the net loss and loss per share if it had applied
     the fair value recognition provisions of SFAS 123, as amended, to options
     granted under the stock-based employee compensation plans. For purposes of
     this pro forma disclosures, the estimated value of the options is amortized
     ratably to expense over the options' vesting periods.

                                                  2004                2003
     Net loss per common share:
        As reported                          $    (366,128)       $   (142,573)
        Pro forma                            $    (482,828)       $   (146,714)

     Net loss per common share:
        As reported                          $       (0.11)       $      (0.04)
        Pro forma                            $       (0.14)       $      (0.04)



                                      F-13


                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2004 AND 2003

NOTE 5 - STOCK OPTIONS (CONTINUED)

     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 year,
     as follows:

                                                      2004             2003
                                                      ----             ----
      Pro forma Disclosure Increases:

      Deferred tax asset:
         Federal NOLs                               $ 33,000          $ 1,000
         Georgia NOLs                                  7,000            --
         New Jersey NOLs                               --               --
                                                    --------         --------
                                                      40,000            1,000
      Valuation allowance                            (40,000)          (1,000)
                                                    --------         --------
      Net deferred tax asset                        $  --             $ --
                                                    ========         ========

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



                                                                                      Weighted-Average
                                                               Weighted-Average       Contractual Life
                                            Number of           Exercise Price             as of
                                             Shares               Per Share            August 31, 2004
                                          -------------      ---------------------    -----------------

     Options outstanding and
       exercisable as of
       August 31, 2002                       505,251             $1.3600                  6.1 years
     Options granted to directors             30,000               .5067                  8.5 years
                                            --------
     Options outstanding and
       exercisable as of
       August 31, 2003                       535,251             $1.3121                  6.2 years
     Options granted to directors            160,000              0.68                    9.9 years
                                             -------
     Options outstanding and
       exercisable as of
       August 31, 2004                       695,251             $1.1667                  7.1 years
                                             =======


     No options expired or were exercised or forfeited during the years ended
     August 31, 2004 and 2003. Options expire ten (10) years after date of grant
     or modification.

                                      F-14


                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2004 AND 2003

NOTE 6 - DEFERRED MERGER COSTS

     On September 19, 2003, the Company and its wholly owned subsidiary, DPE
     Acquisition Corp. ("Merger Sub"), entered into an agreement and plan of
     reorganization and merger ("Merger Agreement") with Direct Petroleum
     Exploration, Inc. ("DPE"). The Merger Agreement provided for the merger
     ("Merger") of Merger Sub with and into DPE, with DPE surviving the Merger
     as a wholly owned subsidiary of the Company. DPE is a development-stage
     company that owns patented technology for the direct detection of
     hydrocarbon reserves.

     The Merger Agreement provided that any party could terminate the Merger
     Agreement if the Merger had not been consummated on or prior to April 19,
     2004. In March 2004, the parties to the Merger Agreement executed Amendment
     No. 1 thereto for the sole purpose of extending the date to June 19, 2004
     on which any party could terminate the Merger Agreement if the Merger has
     not then been consummated. In July 2004, the Company elected to terminate
     the Agreement under the foregoing provision.

     Although the Company did not consummate the Merger, it did incur
     significant costs related to reviewing the aspects of the business of DPE
     and negotiating the transactions, including legal and banking fees. The
     Company expensed these costs of $148,857 in the fourth quarter of 2004,
     which are included in general and administrative expenses.




                                      F-15


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         Effective November 24, 2003, Bederson & Company LLP resigned as our
independent accountants. Bederson & Company LLP decided not to continue to
register with the Public Accounting Oversight Board and therefore had to resign
from its public accounts.

         The reports of Bederson & Company LLP on our consolidated financial
statements for the two fiscal years prior to resignation or any later interim
period did not contain an adverse opinion or a disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles.

         Our audit committee did not participate in or approve the decision to
change independent accountants, as the independent accountants resigned.

         In connection with its audits for the two most recent fiscal years or
any later interim period there have been no disagreements with Bederson &
Company LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of Bederson & Company LLP, would have caused them
to make reference to the subject matter of the disagreement i connection with
their reports on the financial statements for such years.

         During the two most recent fiscal years or any later interim period,
there have been no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.

         We requested that Bederson & Company LLP furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of such letter was filed as Exhibit 6.1 to our applicable Form 8-K.

         We engaged Weinberg & Company, P.A. as our independent accountants as
of November 24, 2003. During the two most recent fiscal years, we have not
consulted with Weinberg & Company, P.A. regarding (i) the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, and no written report or oral advice was
provided to the Company concluding there was an important factor to be
considered by the Company in reaching a decision as to an accounting, auditing
or financial reporting issue; or (ii) any matter that was either the subject of
a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.


                                       10


ITEM 8A. CONTROLS AND PROCEDURES

     An evaluation of the effectiveness of our disclosure controls and
     procedures was made as of August 31, 2004 under the supervision and with
     the participation of our management, including our chairman, president and
     treasurer. Based on that evaluation, they concluded that our disclosure
     controls and procedures are effective to ensure that information required
     to be disclosed by us in reports that we file or submit under the
     Securities Exchange Act of 1934 is recorded, processed, summarized and
     reported within the time periods specified in Securities and Exchange
     Commission rules and forms. There has been no significant change in our
     internal control over financial reporting that has materially affected, or
     is reasonably likely to materially affect, our internal control over
     financial reporting subsequent to August 31, 2004.


                                    PART III

ITEM 9. 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         59      Chairman of the Board and Secretary
      Robert H. Donehew             52      President, Treasurer and Director
      Anthony Charos                40      Director*

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

         JOHN F. MCCARTHY, III has served as chairman of our board of directors
and as secretary since February 2000. Mr. McCarthy is presently of counsel to
the law firm of Kalbian Hagerty, LLP in Washington, D.C. 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.

                                       11


         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 and as its
acting chairman and acting president since December 2002. From October 1999
until July 2002, he served as a director of Ensoport Internetworks, Inc. Since
July 1996, Mr. Donehew has been the chief executive officer of Donehew Capital,
LLC, the general partner of Donehew Fund Limited Partnership, a private
investment partnership specializing in the securities market. In addition, since
July 1997, Mr. Donehew has been the chief executive officer of 3-D Capital, LLC,
an investment firm specializing in due-diligence consulting and investments in
the securities markets. Since 1983, he has also served as chief financial
officer of R.D. Garwood, Inc. and Dogwood Publishing Company Inc. From 1976
through 1983, Mr. Donehew had his own tax and financial planning practice. Mr.
Donehew has been on the board of directors of Medical Systems Development Corp.,
a medical software company, since 1986.

         ANTHONY CHAROS has served as one of our directors since March 2000.
Since June 2000, Mr. Charos has served as a director of Intercom Systems, Inc.
From January 2001 until October 2001, Mr. Charos was an account executive with
C.E. Unterberg Towbin, an investment banking firm. From 1993 through December
2000, Mr. Charos was an account executive with M.H. Meyerson & Co., Inc. and a
member of its investment banking team. From October 2001 until September 2002,
Mr. Charos was a sales representative with Weichert & Realty and is currently a
referral agent.

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, 2004, all of
our officers, directors and ten-percent stockholders complied with the Section
16(a) reporting requirements, except that two directors and executive officers
each filed one Form 4 late, which Form 4s reported one transaction each. In
addition, two greater than 10% stockholders of our common stock each filed one
Form 4 late, one of which Form 4s was due in fiscal year 2002 and the other in
fiscal year 2000.

CODE OF ETHICS

         The Company has adopted a code of ethics that applies to its principal
executive officer, principal financial officer, principal accounting officer or
controller or persons performing similar functions, as well as other employees
and the Company's directors and meets the requirements of the SEC. A copy of the
Company's Code of Ethics is filed as an exhibit to this Form 10-KSB. The Company
intends to disclose any amendments to any waivers from a provision of the
Company's code of ethics on a Form 8-K filed with the SEC.

                                       12


ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth the compensation for the three years
ended August 31, 2004 for our chairman of the board and our president (and
principal accounting officer). No executive officer's compensation exceeded
$100,000 (or would have exceeded $100,000 if employed for the full year) for the
year ended August 31, 2004.




---------------------------------------------------------------------------------------------------------------------
                                             SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------------------
                                                            ANNUAL
                                                        COMPENSATION(1)                LONG-TERM COMPENSATION
                                                  -------------------------------------------------------------------
                                                                                 SECURITIES
                                                                                 UNDERLYING          ALL OTHER
     NAME AND PRINCIPAL POSITION          YEAR      SALARY ($)    BONUS ($)      OPTIONS (#)       COMPENSATION ($)
---------------------------------------------------------------------------------------------------------------------

John F. McCarthy, III                     2004          0             0            45,000                0
Chairman and Secretary                    2003        12,500          0            10,000                0
                                          2002        30,000          0            40,000                0
---------------------------------------------------------------------------------------------------------------------
Robert H. Donehew                         2004        30,000          0            95,000                0
President and Principal Accounting        2003        30,000          0            10,000                0
Officer                                   2002        30,000          0            40,000                0
---------------------------------------------------------------------------------------------------------------------


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

OPTION GRANTS

         The following table represents the stock options granted in the fiscal
year ended August 31, 2004 to the executive officer identified in the Summary
Compensation table above.



----------------------------------------------------------------------------------------------------------------
                                     OPTIONS GRANTED IN THE LAST FISCAL YEAR
----------------------------------------------------------------------------------------------------------------
                                   NUMBER OF
                                  SECURITIES      PERCENT OF TOTAL
                                  UNDERLYING       OPTIONS GRANTED
                                OPTIONS GRANTED    TO EMPLOYEES IN     EXERCISE PRICE OF
      NAME OF EXECUTIVE               (#)          FISCAL YEAR (%)        OPTIONS ($)          EXPIRATION DATE
----------------------------------------------------------------------------------------------------------------

John F. McCarthy, III               45,000               28%                 $0.68                 7/28/14
----------------------------------------------------------------------------------------------------------------
Robert H. Donehew                   95,000               59%                 $0.68                 7/28/14
----------------------------------------------------------------------------------------------------------------


                                       13


         The following table sets forth the fiscal year end option values of
outstanding options at August 31, 2004 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
----------------------------------------------------------------------------------------------------------------
                                   NUMBER OF SECURITIES UNDERLYING                DOLLAR VALUE OF UNEXERCISED
                                       UNEXERCISED OPTIONS AT                       IN-THE-MONEY OPTIONS AT
                                           AUGUST 31, 2004                            AUGUST 31, 2004(1)
----------------------------------------------------------------------------------------------------------------
           NAME                 EXERCISABLE(#)       UNEXERCISABLE(#)         EXERCISABLE         UNEXERCISABLE
----------------------------------------------------------------------------------------------------------------

John F. McCarthy, III              135,000                   0                  $17,350                 0
----------------------------------------------------------------------------------------------------------------
Robert H. Donehew                  210,000                   0                  $23,850                 0
----------------------------------------------------------------------------------------------------------------


(1)  These values are based on the difference between the closing sale price of
     our common stock on August 31, 2004 (the last trading day of the fiscal
     year) of $0.81 and the exercise prices of the options, multiplied by the
     number of shares of common stock subject to the options.

EMPLOYMENT ARRANGEMENTS

         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.

         In 2004, we issued Mr. Donehew and Mr. McCarthy ten-year options to
purchase 75,000 shares and 25,000 shares, respectively, to compensate them for
additional services rendered to the Company and to incentivize them for future
efforts. All of these options are exercisable at an exercise price of $0.68 per
share and vest immediately.

COMPENSATION ARRANGEMENTS FOR DIRECTORS

         Our directors do not currently receive any cash compensation for their
services. In July 2004, we granted each of our directors ten-year options to
purchase 20,000 shares our common stock. All of these options are exercisable at
an exercise price of $.0.68 per share and vested immediately.

                                       14


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The table and accompanying footnotes set forth certain information as
of December 7, 2004, with respect to the ownership of our common shares by: o
each person or group who beneficially owns more than 5% of our common shares;

          o    each of our directors;

          o    each of our named executive officers; and

          o    all of our directors and executive officers as a group.

         A person is deemed to be the beneficial owner of securities that can be
acquired by the person within 60 days from the record date upon the exercise of
warrants or options. Accordingly, common shares issuable upon exercise of
options and warrants that are currently exercisable or exercisable within 60
days of December 7, 2004 have been included in the table with respect to the
beneficial ownership of the person owning the options or warrants, but not with
respect to any other persons.


NAME AND ADDRESS OF                       AMOUNT AND NATURE OF
BENEFICIAL OWNER                          BENEFICIAL OWNERSHIP  PERCENT OF CLASS
----------------                          --------------------  ----------------

Robert H. Donehew                             345,000(1)              9.4%
   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                            429,229(3)              12.5%
   7012 Rancho La Cima Drive
   Rancho Santa Fe, California 92067

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

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

                                       15


NAME AND ADDRESS OF                       AMOUNT AND NATURE OF
BENEFICIAL OWNER                          BENEFICIAL OWNERSHIP  PERCENT OF CLASS
----------------                          --------------------  ----------------
John W. Galuchie, Jr.                         212,166(6)              6.2%
   376 Main Street
   Bedminster, New Jersey 07921
                                              200,000                 5.8%
Asset Value Holdings, Inc.
   211 Pennbrook Road
   Far Hills, New Jersey  07931

Galt Asset Management                         200,000                 5.8%
   c/o Brian Vitale
   125 West Shore Road
   Huntington, New York 11743

Anthony Charos                                110,000(7)              3.1%
   275 Engle Street, BA2
   Englewood, New Jersey 07631

John F. McCarthy, III                         135,000(8)              3.1%
   2401 Pennsylvania Avenue, N.W.
   Washington, D.C. 20037
                                              590,000(9)              15.1%
All current directors and executive
officers as a group (three 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 210,000 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

                                       16


     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.

(7)  Includes 20,000 shares of common stock held with Kevin Charos, as Tenants
     in Common, and 90,000 shares of common stock issuable upon exercise of
     exercisable options.

(8)  Includes 135,000 shares of common stock issuable upon exercise of
     exercisable options.

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         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.

         During its course of existence, the company has engaged in certain
other transactions with related parties, as describe in Note 4 to the Financial
Statements contained in this Report.

                                       17


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.

         During the three months ended August 31, 2003 and through December 21,
2004, we filed the following Current Reports on Form 8-K:

                  (1) On July 13, 2004, we filed a nonsubstantive amendment on
         Form 8-K/A to the Form 8-K/A filed by us on July 12, 2004, which
         reported events under Items 5 and 7.

                  (2) On July 12, 2004, we filed an amendment on Form 8-K/A to
         the Form 8-K/A filed by us on March 31, 2004, which reported events
         under Items 5 and 7.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

                                                 2004                  2003
                                                 ----                  ----
         Audit Fees(1)                         $  18,316             $  20,207
         Tax Fees                                  3,000                 3,000
                                               ---------             ---------
                  Total                        $  21,316             $  23,207

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

          (1)  Represents the aggregate fees billed for professional services
               rendered by our principal accountant for the audit of our annual
               financial statements for the years ended August 31, 2004, and
               August 31, 2003 and review of financial statements included in
               our quarterly reports on Form 10-QSB or services that are
               normally provided by the accountant in connection with statutory
               and regulatory filings or engagements for those periods.



                                       18


                                   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: December 21, 2004                 GOLF ROUNDS.COM, INC.
                                            (Registrant)


                                         By: /s/ John F. McCarthy, III
                                            ------------------------------------
                                            Name:  John F. McCarthy, III
                                            Title: Chairman of the Board and
                                                   Director


         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                                  December 21, 2004
--------------------------------         (Principal Executive Officer)
John F. McCarthy, III

                                         President, Treasurer and Director (Principal            December 21, 2004
/s/ Robert H. Donehew                    Accounting and Financial Officer)
--------------------------------
Robert H. Donehew

/s/ Anthony Charos                       Director                                                December 21, 2004
--------------------------------
Anthony Charos



                                       19


                                   EXHIBIT INDEX



                                                                    Incorporated
Exhibit                                                           By Reference from
Number         Description                                            Document        No. in Document
------         -----------                                            --------        ---------------

1.1            Agreement and Plan of Merger                               A                 2.1

2.1            Agreement and Plan of Reorganization and                   E                 2.1
               Merger, dated as of September 19, 2003, among
               the Company, DPE Acquisition Corp. and Direct
               Petroleum Exploration, Inc.

3.1            Certificate 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


                                       20




                                                                    Incorporated
Exhibit                                                           By Reference from
Number         Description                                            Document        No. in Document
------         -----------                                            --------        ---------------

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.

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

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

10.9.3         Schedule of Stock Option Agreements in the form            G             10.9.3
               of Exhibit 10.9, including material detail in
               which such documents differ from Exhibit 10.9

10.10          Form of Escrow Agreement                                   E              10.1

10.11          Finders Fee Agreement                                      E              10.2

10.12          Form of Employment Agreement between the                   E              10.3
               Company and Edward Gendelman

10.13          Form of Employment Agreement between the                   E              10.4
               Company and George Faris

10.15          Form of Stock Option Agreement between Company           Filed
               and each of John F. McCarthy, III                      herewith

10.15.1        Schedule of Stock Option Agreements in the form          Filed
               of Exhibit 10.15, including material detail in         herewith
               which such documents differ from Exhibit 10.15

10.16          Code of Ethics                                           Filed
                                                                      herewith

31.1           Section 302 Certification                                Filed
                                                                      herewith


                                       21




                                                                    Incorporated
Exhibit                                                           By Reference from
Number         Description                                            Document        No. in Document
------         -----------                                            --------        ---------------

31.2           Section 302 Certification                                Filed
                                                                      herewith

32.1           Section 906 Certificate                                  Filed
                                                                      herewith


99.1           Risk Factors                                             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 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.

E.   Company's Current Report on Form 8-K, filed with the SEC on October 8 2003.

F.   Company's Annual Report on Form 10-KSB for the year ended August 31, 2002.

G.   Company's Annual Report on Form 10-KSB for the year ended August 31, 2003.


                                       22`