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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 FORM 10-KSB
  þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934:
 For the fiscal year ended August 31, 2008
 or
 o
    
    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.
 
 Delaware
    
    59-1224913(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)111 Village Parkway, Building #2, Marietta, Georgia
    
    30067(Address of Principal Executive Offices)
    
    (Zip Code)
  
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredNone
    
    None
  Common Stock, par value $0.01 per share
 o
 o o
 o
 o o
 
 
    o þ




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##### 



GOLF ROUNDS.COM, INC.
 ANNUAL REPORT ON FORM 10-KSB FOR FISCAL YEAR ENDED AUGUST 31, 2008
 TABLE OF CONTENTS
 PagePART I
    
    
    3ITEM 1.   DESCRIPTION OF BUSINESS
    
    
    3ITEM 2.   DESCRIPTION OF PROPERTIES
    
    
    7ITEM 3.   LEGAL PROCEEDINGS
    
    
    7ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    7PART II
    
    
    8ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
    
    
    8ITEM 6.   MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    9ITEM 7.   FINANCIAL STATEMENTS
    
    
    12ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    13ITEM 8A(T)CONTROLS AND PROCEDURES
    
    
    13PART III
    
    
    14ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    14ITEM 10. EXECUTIVE COMPENSATION
    
    
    15ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    
    
    17ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSCTIONS
    
    
    19ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
    
    
    19ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    20SIGNATURES
    
    
    21EX-31.1: CERTIFICATIONEX-32.1: CERTIFICAITONEX-99.1: RISK FACTORS
  2




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PART I
 
 ITEM 1. DESCRIPTION OF BUSINESS
 INTRODUCTION
    OUR BUSINESS PLAN
 Generally
   3




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Sources of target businesses
  Selection of a target business and structuring of a business combination
  
    
    the financial condition and results of operation of the target;
    
    the growth potential of the target and that of the industry in which the target
operates;
    
    the experience and skill of the targets management and availability of additional
personnel;
    
    the capital requirements of the target;
    
    the competitive position of the target;
    
    the stage of development that the targets products, processes or services are at;
    
    the degree of current or potential market acceptance of the targets products,
processes or services;
 4




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
    
    proprietary features and the degree of intellectual property or other protection of
the targets products, processes or services;
    
    the regulatory environment of the industry in which the target operates;
    
    the prospective equity interest in, and opportunity for control of, the target; and
    
    the costs associated with effecting the business combination.
    Limited ability to evaluate the target business management
  5




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Investment Company Act
   
    
    restrictions on the nature of our investments; and
    
    the issuance of securities,
  
    
    registration as an investment company;
    
    adoption of a specific form of corporate structure; and
    
    compliance with certain burdensome reporting, recordkeeping, voting, proxy and
disclosure requirements and other rules and regulations.
  COMPETITION
  6




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EMPLOYEES
  
 ITEM 2. DESCRIPTION OF PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  7




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PART II
 
 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 MARKET INFORMATION
  HIGH
    
    LOWPERIOD
    
    ($)
    
    ($)Fiscal 2009First Quarter*
    
    
    0.75
    
    
    
    0.56Fiscal 2008First Quarter
    
    
    0.81
    
    
    
    0.75Second Quarter
    
    
    0.79
    
    
    
    0.75Third Quarter
    
    
    0.75
    
    
    
    0.75Fourth Quarter
    
    
    0.82
    
    
    
    0.75Fiscal 2007First Quarter
    
    
    0.84
    
    
    
    0.75Second Quarter
    
    
    0.86
    
    
    
    0.78Third Quarter
    
    
    0.92
    
    
    
    0.82Fourth Quarter
    
    
    0.85
    
    
    
    0.78
 
 *
    
    Through November 6, 2008 HOLDERS
  DIVIDEND POLICY
  8




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RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS FROM SALES OF REGISTERED SECURITIES.
  
 ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 FORWARD LOOKING STATEMENTS
   Critical Accounting Policies and Use of Estimates
  Accounting for stock options.
 9




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RESULTS OF OPERATIONS
  Fiscal year 2008 compared to fiscal year 2007
    LIQUIDITY AND CAPITAL RESOURCES
 General
    10




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Contractual obligations
  RECENT ACCOUNTING PRONOUNCEMENTS
 Business Combinations Noncontrolling Interests in Consolidated Financial Statements
  11




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ITEM 7. FINANCIAL STATEMENTS
  PageReport of Independent Registered Public Accounting Firm
    
    F-1Consolidated Balance Sheet as of August 31, 2008
    
    F-2Consolidated Statements of Operations for the years ended August 31, 2008 and
2007
    
    F-3Consolidated Statements of Stockholders Equity for the years ended August 31,
2008 and 2007
    
    F-4Consolidated Statements of Cash Flows for the years ended August 31, 2008 and
2007
    
    F-5Notes to Consolidated Financial Statements for the years ended August 31,
2008 and 2007
    
    F-6  F-12
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F-1




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 CONSOLIDATED BALANCE SHEET
 August 31, 2008ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,137,198Prepaid expenses
    
    
    27,000TOTAL CURRENT ASSETS
    
    
    2,164,198TOTAL ASSETS
    
    $
    2,164,198LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable and accrued expenses
    
    $
    3,828TOTAL CURRENT LIABILITIES
    
    
    3,828COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Common stock, $.01 par value, 12,000,000 shares
authorized, 3,447,377 issued and outstanding
    
    
    34,473Additional paid in capital
    
    
    4,892,639Accumulated deficit
    
    
    (2,766,742
    )TOTAL STOCKHOLDERS EQUITY
    
    
    2,160,370TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    2,164,198
 The accompanying notes are an integral part of these consolidated financial statements.
 F-2




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED AUGUST 31, 2008 AND 2007
 August 31,2008
    
    
    2007EXPENSES:General, administrative and other
    
    $
    139,087
    
    
    $
    153,591TOTAL EXPENSES
    
    
    139,087
    
    
    
    153,591LOSS FROM OPERATIONS
    
    
    (139,087
    )
    
    
    (153,591
    )OTHER INCOME:Interest
    
    
    57,307
    
    
    
    112,747TOTAL OTHER INCOME
    
    
    57,307
    
    
    
    112,747NET LOSS
    
    $
    (81,780
    )
    
    $
    (40,844
    )NET LOSS PER COMMON SHARE  BASIC AND DILUTED
    
    $
    (0.02
    )
    
    $
    (0.01
    )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




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE YEARS ENDED AUGUST 31, 2008 AND 2007
 AdditionalCommon Stock

    
    
    Paid In
    
    
    AccumulatedShares
    
    
    Par Value
    
    
    Capital
    
    
    Deficit
    
    
    TotalBalance, August 31, 2006
    
    
    3,447,377
    
    
    $
    34,473
    
    
    $
    4,861,339
    
    
    $
    (2,644,118
    )
    
    $
    2,251,694Stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    
    
    
    
    22,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (40,844
    )
    
    
    (40,844
    )Balance, August 31, 2007
    
    
    3,447,377
    
    
    
    34,473
    
    
    
    4,883,339
    
    
    
    (2,684,962
    )
    
    
    2,232,850Stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    9,300
    
    
    
    
    
    
    
    9,300Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (81,780
    )
    
    
    (81,780
    )Balance, August 31, 2008
    
    
    3,447,377
    
    
    $
    34,473
    
    
    $
    4,892,639
    
    
    $
    (2,766,742
    )
    
    $
    2,160,370
 The accompanying notes are an integral part of these consolidated financial statements.
 F-4




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED AUGUST 31, 2008 AND 2007
 August 31,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (81,780
    )
    
    $
    (40,844
    )Adjustments to reconcile net loss to net cash
used in operating activities:Stock-based compensation
    
    
    9,300
    
    
    
    22,000Changes in operating assets and liabilities:Decrease in prepaid expenses
    
    
    2,440
    
    
    
    6,932Increase (decrease) in accounts
payable and accrued expenses
    
    
    2,753
    
    
    
    (2,175
    )NET CASH USED IN OPERATING ACTIVITIES
    
    
    (67,287
    )
    
    
    (14,087
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (67,287
    )
    
    
    (14,087
    )CASH AND CASH EQUIVALENTS  beginning
    
    
    2,204,485
    
    
    
    2,218,572CASH AND CASH EQUIVALENTS  ending
    
    $
    2,137,198
    
    
    $
    2,204,485
 The accompanying notes are an integral part of these consolidated financial statements.
 F-5




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2008 AND 2007
 NOTE 1  CORPORATE OPERATIONS
     NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 PRINCIPLES OF CONSOLIDATION
  USE OF ESTIMATES
  F-6




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2008 AND 2007
 CASH EQUIVALENTS
  STOCK-BASED COMPENSATION
  INCOME TAXES
   LOSS PER SHARE
  F-7




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2008 AND 2007
 FAIR VALUE OF FINANCIAL INSTRUMENTS
  RECENT ACCOUNTING PRONOUNCEMENTS
 Business Combinations Noncontrolling Interests in Consolidated Financial Statements
   F-8




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2008 AND 2007
    NOTE 3  INCOME TAXES
  2008
    
    2007Current benefit (provision): federal
    
    $
    
    
    
    $
    Current provision: state
    
    
    
    
    
    
    Total current provision
    
    
    
    
    
    
    Deferred provision: federal
    
    
    
    
    
    
    Deferred provision: state
    
    
    
    
    
    
    Total deferred provision
    
    
    
    
    
    
    Total provision (benefit) for income taxes from continuing
operations
    
    $
    
    
    
    $
    
 F-9




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2008 AND 2007
  2008
    
    
    2007Long-term deferred taxes:Operating loss carryforwards-federal
    
    $
    506,000
    
    
    $
    482,000Operating loss carryforwards-state
    
    
    108,000
    
    
    
    136,000Total deferred tax assets
    
    
    614,000
    
    
    
    618,000Less: valuation allowance
    
    
    (614,000
    )
    
    
    (618,000
    )Net deferred tax assets
    
    $
    
    
    
    $
    
  ,
  Year
    
    Federal
    
    New Jersey
    
    Georgia2008
    
    
    
    
    
    
    213,000
    
    
    
    2011
    
    
    185,000
    
    
    
    
    
    
    
    2019
    
    
    43,000
    
    
    
    
    
    
    
    2020
    
    
    389,000
    
    
    
    
    
    
    
    89,0002021
    
    
    218,000
    
    
    
    
    
    
    
    129,0002022
    
    
    187,000
    
    
    
    
    
    
    
    207,0002023
    
    
    157,000
    
    
    
    
    
    
    
    175,0002024
    
    
    321,000
    
    
    
    
    
    
    
    340,0002025
    
    
    117,000
    
    
    
    
    
    
    
    168,0002026
    
    
    72,000
    
    
    
    
    
    
    
    165,0002027
    
    
    32,000
    
    
    
    
    
    
    
    141,0002028
    
    
    86,000
    
    
    
    
    
    
    
    134,000$
    1,807,000
    
    
    $
    213,000
    
    
    $
    1,548,000
 F-10




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2008 AND 2007
  2008
    
    
    2007Federal tax benefit (provision) rate
    
    
    28
    %
    
    
    28
    %State tax expense
    
    
    4
    %
    
    
    4
    %Temporary differences
    
    
    5
    %
    
    
    10
    %Permanent differences
    
    
    (1
    %)
    
    
    (6
    %)Valuation allowance
    
    
    (36
    %)
    
    
    (36
    %)Effective income tax (benefit) provision rate from
continuing operations
    
    
    
    %
    
    
    
    %
  NOTE 4  RELATED PARTY TRANSACTIONS
  NOTE 5  STOCK OPTIONS
  F-11




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2008 AND 2007
   2008
    
    2007Expected volatility
    
    
    21
    %
    
    
    49
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %Expected term (in years)
    
    
    10
    
    
    
    10Risk-free rate
    
    
    3.9
    %
    
    
    5.0
    %
  Weighted-Average
    
    
    Weighted-Average
    
    
    AggregateExercise
    
    
    Remaining
    
    
    IntrinsicOptions
    
    Number of Shares
    
    
    Price
    
    
    Contractual Term
    
    
    ValueOutstanding at September 1, 2007
    
    
    835,251
    
    
    $
    1.08Granted
    
    
    30,000
    
    
    $
    0.76Exercised
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Expired
    
    
    (20,000
    )
    
    $
    2.56Outstanding at August 31, 2008
    
    
    845,251
    
    
    $
    1.04
    
    
    
    4.2
    
    
    $
    57,500Exercisable at August 31, 2008
    
    
    845,251
    
    
    $
    1.04
    
    
    
    4.2
    
    
    $
    57,500
  
 F-12




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ITEM 8.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  
 ITEM 8A(T).
    
    CONTROLS AND PROCEDURES
         13




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PART III
 
 ITEM 9.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
  Name
    
    Age
    
    PositionRobert H. Donehew
    
    
    56
    
    
    President, Treasurer, Secretary and Director*Anthony Charos
    
    
    44
    
    
    Director*
 
 *
    
    Member of audit committee   Audit Committee
  14




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##### Table of Contents



Code of Ethics
  
 ITEM 10.
    
    EXECUTIVE COMPENSATION
  SUMMARY COMPENSATION TABLE
 Long-TermCompensationAnnual Compensation(1)
    
    Number of
    
    All OtherName and Principal Position
    
    Year
    
    Salary
    
    Bonus
    
    Options
    
    CompensationRobert H. Donehew
    
    
    2008
    
    
    $
    30,000
    
    
    $
    0
    
    
    
    20,000
    
    
    $
    0President and Principal
    
    
    2007
    
    
    $
    30,000
    
    
    $
    0
    
    
    
    30,000
    
    
    $
    0Accounting Officer
    
    
    2006
    
    
    $
    30,000
    
    
    $
    0
    
    
    
    60,000
    
    
    $
    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). 15




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Option Grants
   Number of
    
    Percent of TotalSecurities
    
    Options Granted to
    
    
    
    
    
    Market PriceUnderlying Options
    
    Employees in Fiscal
    
    Exercise Price of
    
    on Date
    
    ExpirationName of Executive
    
    Granted
    
    Year
    
    Options
    
    of Grant
    
    DateRobert H. Donehew
    
    
    20,000
    
    
    
    67
    %
    
    $
    0.76
    
    
    $
    0.76
    
    
    
    08/06/18
   Name
    
    Exercisable
    
    Unexercisable
    
    Exercisable (1)
    
    Unexercisable(1)Robert H. Donehew
    
    
    330,000
    
    
    
    0
    
    
    $
    25,650
    
    
    $
    0
 
 (1)
    
    These values are based on the difference between the closing sale price of our common stock
on August 31, 2008 (the last trading day of the fiscal year) of $0.75 and the exercise prices
of the options, multiplied by the number of shares of common stock subject to the options. Employment Arrangements
   Compensation Arrangements for Directors
   16




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##### Table of Contents



ITEM 11.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  
    
    each of our directors;
    
    each of our named executive officers; and
    
    all of our directors and executive officers as a group.
  Amount and Nature ofBeneficialName and Address of Beneficial Owner
    
    Ownership
    
    Percent of ClassRobert H. Donehew
    
    
    465,000
    (1)
    
    
    12.3
    %Donehew Capital, LLC111 Village Parkway, Building #2Marietta, Georgia 30067Ronald I. Heller
    
    
    374,502
    (2)
    
    
    10.7
    %74 Farview RoadTenafly, New Jersey 07670David S. Nagelberg
    
    
    429,228
    (3)
    
    
    12.5
    %7012 Rancho La Cima DriveRancho Santa Fe, California 92067Paul O. Koether
    
    
    484,690
    (4)
    
    
    14.1
    %211 Pennbrook RoadFar Hills, New Jersey 07931Shamrock Associates
    
    
    409,470
    (5)
    
    
    11.9
    %211 Pennbrook RoadFar Hills, New Jersey 07931
 17




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##### Table of Contents



Amount and Nature ofBeneficialName and Address of Beneficial Owner
    
    Ownership
    
    Percent of ClassJohn W. Galuchie, Jr.
    
    
    212,166
    (6)
    
    
    6.2
    %376 Main StreetBedminster, New Jersey 07921Asset Value Holdings, Inc.
    
    
    200,000
    
    
    
    5.8
    %211 Pennbrook RoadFar Hills, New Jersey 07931Galt Asset Management
    
    
    200,000
    
    
    
    5.8
    %c/o Brian Vitale125 West Shore RoadHuntington, New York 11743Anthony Charos
    
    
    150,000
    (7)
    
    
    4.2
    %275 Engle Street, BA2Englewood, New Jersey 07631All directors and executive officers
as a group (two persons)
    
    
    615,000
    (8)
    
    
    15.7
    %
 
 (1)
    
    Includes 100,000 shares of common stock owned by Donehew Fund Limited Partnership, of which
Donehew Capital LLC, a Georgia limited liability company, is the general partner; Mr. Donehew
is the manager of Donehew Capital LLC. Also includes 330,000 shares of common stock issuable
upon exercise of exercisable options.(2)
    
    Includes 48,522 shares of common stock issuable upon exercise of exercisable options
(Purchase Option), 144,615 shares of common stock held of record by the Ronald I. Heller
Revocable Trust dated 12/23/97 (Ronald Trust), 144,615 shares of common stock held of record
by the Joyce L. Heller Revocable Trust dated 12/23/97 (Joyce Trust) and 36,750 shares of
common stock held of record by the Delaware Charter Guarantee & Trust Co., for the benefit of
the Ronald I. Heller IRA (Ronald IRA). Joyce L. Heller does not directly own any shares of
common stock. As the co-trustee of the Ronald Trust and Joyce Trust, Joyce has shared voting
and dispositive power over the shares held in such trusts. Although Joyce disclaims any voting
or dispositive power over the 48,522 shares of Common Stock owned by Ronald through the
Purchase Option and the 36,750 shares of Common Stock held for the benefit of the Ronald IRA,
all of which Ronald has sole voting and dispositive power over, Joyce may be deemed to
beneficially own such shares pursuant to interpretations of the Securities and Exchange
Commission.(3)
    
    Held by the David S. Nagelberg 2003 Revocable Trust of which David S. Nagelberg is the sole
trustee.(4)
    
    Includes 209,470 shares of common stock beneficially owned by Shamrock Associates, of which
Mr. Koether is the general partner, 200,000 shares held by Asset Value Holdings, Inc., of
which Mr. Koether is President, 7,166 shares owned by Sun Equities 18




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##### Table of Contents



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
130,000 shares of common stock issuable upon exercise of exercisable options.(8)
    
    Includes the shares of common stock deemed to be included in the respective beneficial
holdings of Robert H. Donehew and Anthony Charos. 
 ITEM 12.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 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.Not applicable.
 19




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##### Table of Contents



ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
 2008
    
    
    2007Audit Fees(1)
    
    $
    18,250
    
    
    $
    21,114Tax Fees
    
    
    0
    
    
    
    0Total
    
    $
    18,250
    
    
    $
    21,114
 
 (1)
    
    Represents the aggregate fees incurred for professional services rendered by our principal
accountant for the audit of our annual financial statements for the years ended August 31,
2008 and 2007 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. 20




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##### Table of Contents



SIGNATURES
  Dated: November 6, 2008
    GOLF ROUNDS.COM, INC.
(Registrant)By:
    /s/ Robert H. DonehewName:
    Robert H. DonehewTitle:
    President, Treasurer and Secretary  /s/ Robert H. Donehew

Robert H. Donehew
    
    President, Treasurer, Secretary and Director
(Principal Executive and Principal Accounting and
Financial Officer)/s/ Anthony Charos

Anthony Charos
    
    Director
 21




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##### Table of Contents



Incorporated ByExhibit
    
    
    
    Reference from
    
    No. inNumber
    
    Description
    
    Document
    
    Document1.1
    
    Agreement and Plan of
Merger between American
Metals, Inc. and American
Metals Service, Inc.
    
    A
    
    
    23.1
    
    Certificate of Incorporation
    
    A
    
    
    3
    (I)3.1.1
    
    Bylaws
    
    A
    
    3(II)10.1
    
    Stock Purchase Agreement,
dated January 18, 2000,
among Asset Value Holdings,
Inc., Bradford Trading
Company, Paul Koether,
Shamrock Associates, Sun
Equities Corporation,
Thomas K. Van Herwarde, The
Rachel Beth Heller1997
Trust Dated 7/9/97, The
Evan Todd Heller Trust
Dated 6/17/97, Martan &
Co., Donehew Fund Limited
Partnership, Jonathan &
Nancy Glaser Family Trust
Dated 12/16/98, W. Robert
Ramsdell and Nagelberg
Family Trust Dated 9/24/97
    
    B
    
    
    2.110.2
    
    Form of option agreement
for executives and
directors
    
    C
    
    
    10.610.4
    
    Code of Ethics
    
    D
    
    
    10.1631.1
    
    Section 302 Certification
    
    Filed herewith
    
    32.1
    
    Section 906 Certification
    
    Filed herewith
    
    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 Annual Report on Form 10-KSB for the year ended August 31, 2005.D
    
    Companys Annual Report on Form 10-KSB for the year ended August 31, 2004. 22