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, 2001
                          ----------------------------

                                       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]

         State issuer's revenues for its most recent fiscal year:   $156,817.

         At November 27, 2001, the aggregate market value of the common stock
held by non-affiliates of the issuer was $496,111.

         At November 27, 2001, 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


<Page>



                              GOLF ROUNDS.COM, INC.

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

                                TABLE OF CONTENTS

SECTION                                                                PAGE NO.
                                                                       --------

PART I                                                                       3
        ITEM 1.   DESCRIPTION OF BUSINESS                                    3
        ITEM 2.   DESCRIPTION OF PROPERTIES                                  6
        ITEM 3.   LEGAL PROCEEDINGS                                          6
        ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS        6
PART II                                                                      7
        ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS   7
        ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS                        8
        ITEM 7.   FINANCIAL STATEMENTS                                      10
        ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.                      24
PART III                                                                    24
        ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.       24
        ITEM 10.  EXECUTIVE COMPENSATION                                    26
        ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT                                            28
        ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS            30
        ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                          31


















                                       2
<Page>


                                     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.

Recent Events

         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.

Current Business Plan

         Our current business plan is primarily to serve as a vehicle for the
acquisition of a target business that we believe will have significant growth
potential. We intend to use our available cash (currently approximately $2.95
million), capital stock, debt or a combination of these to effect a business
combination with a company that desires to establish a public trading market for
its securities while avoiding what it may deem to be adverse consequences of
undertaking a public offering itself, such as time delays, significant expense,
loss of voting control and other burdens including significant professional
fees. The business combination may be with a financially stable, mature company
or a company that is financially unstable or in its early stages of development
or growth.

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

Sources of Target Businesses

         We anticipate that target business candidates will be brought to our
attention from various unaffiliated sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers and other
members of the financial community, who may present solicited or unsolicited

                                       3

<Page>

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.

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

                                       4

<Page>

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 intending to embark on a
program of business development. Furthermore, the future role of our officers
and directors, if any, in the target business cannot presently be stated with
any certainty. While it is possible that one or more of our officers and
directors will remain associated in some capacity with us following a business
combination, it is unlikely that any of them will devote their full efforts to
our affairs after a business combination. Moreover, we cannot assure you that
our officers and directors will have significant experience or knowledge
relating to the operations of the particular target business.

         We may seek to recruit additional managers to supplement the incumbent
management of the target business. We cannot assure you, however, that we will
be able to recruit additional managers who have the requisite skills, knowledge
or experience necessary to enhance the incumbent management.

Investment Company Act

         We may participate in a business or opportunity by purchasing, trading
or selling the securities of a business. We do not intend to engage primarily in
these activities and we are not registered as an "investment company" under the
Investment Company Act of 1940. We do not believe that registration under the
act is required based upon our proposed activities. We intend to conduct our
activities so as to avoid being classified as an "investment company" and to
avoid application of the costly and restrictive registration and other
provisions of the Investment Company Act and its regulations.

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

         o        restrictions on the nature of our investments; and

         o        the issuance of securities,

and have imposed upon us certain requirements, including:

         o        registration as an investment company;

         o        adoption of a specific form of corporate structure; and

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

                                       5
<Page>

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.

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.

         We will in all likelihood, become subject to competition from
competitors of the acquired business. In particular, industries which 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 do
not 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 will devote as much
time to our business as our board of directors determines to be necessary. R.D.
Garwood, Inc. provides us with the use of an administrative assistant, who
performs secretarial and bookkeeping services. (See Item 2, Description of
Properties.)


ITEM 2.  DESCRIPTION OF PROPERTIES.

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


ITEM 3.  LEGAL PROCEEDINGS.

         None.


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

         None.


                                       6
<Page>


                                     PART II

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

Market Information

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

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




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

                  Fiscal 2002

                      First Quarter*              0.85                0.77


                  Fiscal 2001

                      Fourth Quarter              1.20                1.05

                      Third Quarter               1.25                0.88

                      Second Quarter             1.687               1.031

                      First Quarter              2.312                1.75


                  Fiscal 2000

                       Fourth Quarter           2.6875             1.78125

                       Third Quarter              3.75                2.50

                       Second Quarter            4.875               1.325

                       First Quarter             1.625                1.25


* Through November 18, 2001.

Holders

         As of November 27, 2001, there were 3,637 holders of record of our
common stock.

Dividend Policy

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

                                       7

<Page>

retain all earnings, if any, for use in our business operations and,
accordingly, we do not anticipate declaring any dividends in the foreseeable
future.


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

Forward-Looking Statements

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

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


Results of Operations

         We have had no significant revenues (other than interest income) since
1992 and will not achieve any significant revenues (other than interest income)
until, at the earliest, the completion of a business combination. For the year
ended August 31, 2001 interest income was $154,640, as compared to $138,217 for
the year ended August 31, 2000. The increase in interest income was due to
additional capital resulting from the private placement of common stock in March
2000.

         General, administrative and other expenses were $355,050 for the year
ended August 31, 2001, as compared to $513,367 for the year ended August 31,
2000. The decrease in general, administrative and other expenses was due
primarily to the reduction of payroll, rent and utility expenses that resulted
from closing the Kinnelon, N.J. office, outsourcing maintenance of the Company's
two web sites, and eliminating the medical insurance plan that included
significant corporate participation in the payment of medical costs incurred by
covered employees.

         General, administrative and other expenses for the year ended August
31, 2001 consisted primarily of legal and due diligence expenses of $101,387,
payroll expenses of $99,494, website consulting and hosting expenses of $38,599,
directors' and officers' liability insurance expenses of $34,500, audit and
accounting fee expenses of $25,297 and stockholder services expenses of $7,435.

         Amortization and depreciation expense was $1,560 for the year ended
August 31, 2001 as compared to $134,649 for the year ended August 31, 2000. The
amortization expense recognized for fiscal 2000 was primarily incurred in
connection with the acquisition of PKG Design, Inc., which included the
Company's two web sites, the cost of which was fully amortized by the end of
fiscal 2000.

         We had previously self-insured various amounts of our employees'
medical claims; however, as of March 31, 2000, we no longer self-insured our
employees' and their families' medical claims. From April 1, 2000 until March
31, 2001, we purchased medical insurance that eliminated the Company's liability

                                       8

<Page>

for future medical claims of our employees and their families. As of April 1,
2001, the Company no longer provides medical insurance benefits for any
employee.

         On November 28, 2000, we became aware of a potential claim that is
reasonably possible of being asserted by a former employee under the Company's
medical insurance plan. We have been advised that the wife of the former
employee (who was a covered person under the plan) incurrered medical costs of
approximately $145,000, of which at least a portion may have been for treatment
that may have been considered experimental under the plan documents on which the
Company's "stop loss" (excess) insurance was based. The plan of treatment was
nevertheless approved by the entity engaged as administrator of the plan. We
received a request for reimbursement of this potential claim. We do not intend
to satisfy the request, as we believe we are not responsible to reimburse the
claimant. Legal counsel to the Company believes, if legal action is initiated
and the Company is held liable, that it is reasonably possible that the Company
will prevail upon a claim for reimbursement from the administrator; however, the
amount of the potential loss, if any, and recovery cannot be estimated. In the
event a claim is asserted, we intend to vigorously pursue our remedies.


Liquidity and Capital Resources

         On March 16, 2000, we sold an aggregate of 1,333,005 shares of common
stock in a private placement that resulted in $1,566,670 of additional net
capital.

         At August 31, 2001, cash and cash equivalents were $2,950,029, which
included $2,935,695 that was invested in a money market account with an
effective yield of 2.96%, and working capital was $2,948,393. In addition, the
Company held a marketable security as of August 31, 2001 for $101,620 that we
intended to hold until maturity; however, we sold the security on October 22,
2001 for $89,200 due to a perceived change in the creditworthiness of the issuer
of the security.




























                                       9
<Page>



ITEM 7.  FINANCIAL STATEMENTS.

         Index to Financial Statements:                                  Page
                                                                         ----

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

             Balance Sheet as of August 31, 2001..........................F-2

             Statements of Operations for fiscal years ended
                 August 31, 2001 and 2000.................................F-3

             Statements of Stockholders' Equity for fiscal years
                 ended August 31, 2001 and 2000...........................F-4


             Statements of Cash Flows for fiscal years ended
                 August 31, 2001 and 2000.................................F-5

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



                                       10
<Page>



                        INDEPENDENT AUDITORS' REPORT



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


We have audited the accompanying balance sheet of Golf Rounds.com, Inc., as of
August 31, 2001 and the related statements of operations, stockholders' equity
and cash flows for the years ended August 31, 2001 and 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Golf Rounds.com, Inc., as of
August 31, 2001 and the results of its operations and cash flows for the years
ended August 31, 2001 and 2000 in conformity with accounting principles
generally accepted in the United States of America.


                                                  /s/ Bederson & Company LLP

                                                      BEDERSON & COMPANY LLP






West Orange, New Jersey
September 21, 2001
















                                       F-1


<Page>


<Table>
<Caption>
                              GOLF ROUNDS.COM, INC.
                                  BALANCE SHEET
                                 AUGUST 31, 2001


                                     ASSETS

<S>                                                       <C>
CURRENT ASSETS:
  Cash and cash equivalents                               $2,950,029
  Prepaid expenses and other                                  20,125
                                                          ----------

  TOTAL CURRENT ASSETS                                     2,970,154

MARKETABLE SECURITIES                                        101,620

EQUIPMENT, net of accumulated
  depreciation of $2,079                                         518
                                                          ----------


TOTAL ASSETS                                              $3,072,292
                                                          ==========



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accrued liabilities                                     $   21,761
                                                          ----------

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value,
    12,000,000 shares authorized,
    3,447,377 issued and outstanding                          34,473
  Additional capital in excess of par value                4,773,866
  Accumulated deficit                                     (1,757,808)
                                                          ----------

  TOTAL STOCKHOLDERS' EQUITY                               3,050,531
                                                          ----------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $3,072,292
                                                          ==========
</Table>










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

                                       F-2


<Page>


<Table>
<Caption>
                              GOLF ROUNDS.COM, INC.
                            STATEMENTS OF OPERATIONS
                   FISCAL YEARS ENDED AUGUST 31, 2001 AND 2000



                                                         2001           2000
                                                      -----------     ---------
<S>                                                    <C>            <C>
REVENUES:
  Interest                                             $ 154,640      $ 138,217
  Other                                                    2,177          5,967
                                                      ----------      ---------

  TOTAL REVENUES                                         156,817        144,184
                                                      ----------      ---------

EXPENSES:
  General, administrative and other                      355,050        513,367
  Depreciation and amortization                            1,560        134,649
                                                      ----------      ---------

  TOTAL EXPENSES                                         356,610        648,016
                                                      ----------      ---------

OTHER INCOME (EXPENSE):
  Loss on sale of equipment                               (5,054)         -
                                                      ----------      ---------

NET LOSS                                               $(204,847)     $(503,832)
                                                       =========      =========

BASIC AND DILUTED NET LOSS PER COMMON SHARE            $    (.06)     $    (.18)
                                                       =========      =========

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                   3,447,377      2,748,250
                                                       =========      =========
</Table>












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


                                       F-3


<Page>


<Table>
<Caption>
                              GOLF ROUNDS.COM, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                   FISCAL YEARS ENDED AUGUST 31, 2001 AND 2000






                                                                     Additional
                                        Common Stock                 Capital in                             Total
                                  ---------------------------        Excess of         Accumulated       Stockholders'
                                    Shares          Par Value        Par Value           Deficit            Equity
                                  ---------       -----------       ----------         ------------       -----------
<S>                               <C>            <C>                <C>                <C>                <C>
BALANCE - September 1, 1999       2,099,372      $    20,993        $3,200,214         $(1,049,129)       $2,172,078

  Issuance of common stock
    in connection with
    Private Placement             1,333,005           13,330         1,553,340              -              1,566,670

  Issuance of common stock
    as compensation to officer       15,000              150            20,475              -                 20,625

  Repurchase of common stock           -                -                 (163)             -                   (163)

  Net loss                             -                -                 -               (503,832)         (503,832)
                                -----------      -----------        -----------        ------------       ----------

BALANCE - August 31, 2000         3,447,377           34,473         4,773,866          (1,552,961)        3,255,378

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

BALANCE - August 31, 2001         3,447,377      $    34,473        $4,773,866         $(1,757,808)       $3,050,531
                                  =========      ===========        ==========         ===========        ==========
</Table>










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

                                       F-4


<Page>

<Table>
<Caption>
                              GOLF ROUNDS.COM, INC.
                            STATEMENTS OF CASH FLOWS
                   FISCAL YEARS ENDED AUGUST 31, 2001 AND 2000


                                                                    2001               2000
                                                                -----------        -----------
<S>                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                      $  (204,847)       $  (503,832)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      Loss on sale of equipment                                       5,054               -
      Depreciation and amortization                                   1,560            134,649
      Common stock issued as compensation                              -                20,625
      Increase or decrease in:
        Prepaid expenses and other                                    9,463            (21,331)
        Accrued liabilities                                         (13,255)            26,791
                                                                -----------        -----------

  NET CASH USED BY OPERATING ACTIVITIES                            (202,025)          (343,098)
                                                                -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of equipment                                     3,000               -
  Purchase of marketable securities                                (101,620)              -
  Purchase of equipment                                                -                (8,584)
                                                                -----------        -----------

  NET CASH USED BY INVESTING ACTIVITIES                             (98,620)            (8,584)
                                                                -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds of Private Placement                                   -              1,566,670
  Repurchase of common stock                                          -                   (163)
                                                                -----------        -----------

  NET CASH PROVIDED BY FINANCING ACTIVITIES                           -              1,566,507
                                                                -----------        -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               (300,645)         1,214,825

CASH AND CASH EQUIVALENTS - beginning                             3,250,674          2,035,849
                                                                -----------        -----------

CASH AND CASH EQUIVALENTS - ending                              $ 2,950,029        $ 3,250,674
                                                                ===========        ===========
</Table>


NON-CASH INVESTING AND FINANCING ACTIVITIES:
  In March, 2000 the Company issued 15,000 shares of common
    stock as compensation to an officer.







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

                                       F-5


<Page>




                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2001 AND 2000




NOTE 1 - CORPORATE OPERATIONS

         Golf Rounds.com, Inc. (the Company) is a Delaware corporation, which is
         also authorized to conduct business in New Jersey and Georgia, that was
         engaged in the wholesale distribution of aluminum alloys, steel and
         other specialty metals under the name American Metal Services, Inc.
         until the fourth quarter of fiscal 1992, at which time the Company
         liquidated the assets of its former business. In May 1999, the Company
         acquired the assets of PKG Design, Inc., the developer of two (2)
         sports - related Internet websites: golfrounds.com and skiingusa.com.
         In connection with the acquisition of these websites, the Company
         changed its name to Golf Rounds.com, Inc.

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

         Fair Value
         The carrying amounts of cash and equivalents, marketable securities,
         prepaid expenses and accrued liabilities approximate fair value.

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

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





                                       F-6


<Page>



                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2001 AND 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Amortization of Intangible Assets
         Intangible assets, established in connection with the acquisition of
         PKG Design, Inc., were amortized on a straight-line basis over a one
         (1) year period.

         Stock-Based Compensation
         The Company accounts for employee stock options in accordance with
         Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for
         Stock Issued to Employees." Under APB 25, the Company recognizes no
         compensation expense related to employee stock options, as no options
         are granted at a price below the market price on the day of the grant.

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

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

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

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

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

         Reclassifications
         Certain reclassifications were made to the fiscal 2000 financial
         statements presentation in order to conform to the 2001 financial
         statements presentation.

                                       F-7


<Page>


                              GOLF ROUNDS.COM, INC.
                          N0TES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2001 AND 2000


NOTE 3 - ACQUISITION

         In connection with the acquisition of the websites in May of 1999, the
         Company issued 100,000 shares of common stock of the Company and
         reserved another 280,000 shares, of which 100,000 shares would have
         been issued if revenues for the first year had exceeded $200,000 and
         the balance would have been issued if revenues for the year would have
         exceeded $350,000. Such revenues were not achieved and the 280,000
         reserved shares were subsequently canceled. Additionally, 50,000 shares
         of common stock were issued to the finder of the acquisition for
         services rendered. The cost associated with the issuance of the shares
         to the seller and to the finder, plus associated legal expenses and
         liabilities assumed of approximately $45,000, comprise the cost of the
         acquisition. The acquisition was accounted for by the purchase method.
         The total purchase price for this transaction, of approximately
         $197,000, was allocated to intangible assets, representing the value
         assigned to the websites acquired in the acquisition.

NOTE 4 - MARKETABLE EQUITY SECURITIES

         The cost and fair value of marketable, mandatorily redeemable, equity
         securities owned by the Company as of August 31, 2001 are as follows:

                                                          Unrealized
                                                           Holding      Fair
                             2001                  Cost     Losses      Value
         -------------------------------------   ---------  ------    --------

         Held to maturity:
           Preferred stocks, 8% cumulative
             dividend, maturing in more than
             ten (10) years (i.e., 2048)         $101,620   $ (220)   $101,400

         These securities were purchased at a premium of $1,620 in June 2001.
         Since these securities were purchased shortly before year end 2001,
         management has elected to begin amortizing these securities in fiscal
         2002 due to immateriality.

         Management intends to hold these securities until maturity. Gains and
         losses on the sale of investment securities are determined using the
         specific identification method. No securities were sold in 2001 or
         2000.

NOTE 5 - INCOME TAXES

         The Company had net operating loss carryforwards ("NOLs") at August 31,
         2001 and 2000, of approximately $842,000 and $616,000, respectively,
         for Federal income tax reporting purposes, $895,000 and $663,000,
         respectively, for New Jersey State, and $205,000 and $89,000,
         respectively, for Georgia State income tax reporting purposes. These
         losses create a deferred tax asset at August 31, 2001 and 2000. The
         Company has recorded a 100% valuation allowance against deferred tax
         assets and deferred tax benefits due to the uncertainty of their
         ultimate realization.

                                       F-8


<Page>


                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2001 AND 1999

NOTE 5 - INCOME TAXES (Continued)

         The deferred income tax benefits of operating losses for the years
         ended August 31, 2001 and 2000 are approximately as follows:

                                               2001             2000
                                            ----------       -----------

                 Federal                    $  63,000          $129,000
                 New Jersey                    11,000            39,000
                 Georgia                        5,000             5,000
                                           ----------        ----------
                                               79,000           173,000
                 Valuation allowance          (79,000)         (173,000)
                                           ----------         ---------

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

         The tax effects of significant items composing the Company's net
         deferred tax asset, as of the end of the indicated fiscal year, are as
         follows:
                                                2001             2000
                                             --------          --------
                 Deferred tax asset:
                   Federal NOLs              $236,000          $173,000
                   New Jersey NOLs             67,000            50,000
                   Georgia NOLs                10,000             5,000
                   AMT credit carryforward       -                6,000
                                             --------          --------
                                              313,000           234,000
                 Valuation allowance         (313,000)         (234,000)
                                             --------          --------

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

           NOLs expire approximately as follows:


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

                 2003         $    -             $104,566        $    -
                 2006              -               42,340             -
                 2007              -              516,094             -
                 2008              -              232,000             -
                 2011           184,504              -                -
                 2019            42,540              -                -
                 2020           388,956              -             89,000
                 2021           226,000              -            116,000
                              ---------          --------        --------

                               $842,000          $895,000        $205,000
                               ========          ========        ========

         In addition, the Internal Revenue Code contains provisions, which may
         limit the net operating loss carryforward available for use in any
         given year based on significant changes in ownership interest of the
         Company.

                                       F-9


<Page>


                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2001 AND 1999


NOTE 6 - COMMON STOCK

         From time to time since October 1996, the Company's Board of Directors
         has authorized the repurchase of the Company's common stock in the open
         market or in privately negotiated transactions. During the fiscal years
         ended August 31, 2001 and 2000, the Company repurchased -0- and 123
         shares, for an aggregate cost of approximately $-0- and $163,
         respectively. All shares acquired through August 31, 2001 have been
         canceled and returned to the status of authorized but unissued common
         stock.

NOTE 7 - RELATED PARTY TRANSACTIONS

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

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

         Prior to the change in control, the Company retained the firm of
         Rosenman & Colin LLP ("R&C") for certain legal services. The wife of
         the former Chairman of the Board and stockholder is of counsel to R&C.
         The Company incurred fees for services provided by R&C of approximately
         $-0- and $26,000 for the fiscal years ended August 31, 2001 and 2000,
         respectively.

         The Company paid a management fee to Kent Financial Services, Inc.
         ("Kent") of $-0- and $29,167 for the fiscal years ended August 31, 2001
         and 2000, respectively, for management services performed for the
         Company by Kent personnel through March 31, 2000. These services
         included corporate governance, financial management, and accounting
         services. Kent is the indirect parent of Asset Value Holdings, Inc.,
         which is a stockholder of the Company. The management fees were based
         on Kent's estimated costs, and management believes the cost allocation
         is reasonable. Since the change in control, most of these services are
         being performed by the Company's president/treasurer, who received
         15,000 shares of common stock of the Company for performing these
         services during fiscal 2000.





                                      F-10


<Page>


                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2001 AND 2000

NOTE 7 - RELATED PARTY TRANSACTIONS (Continued)

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

         On March 1, 2000, the Company executed a month-to-month agreement to
         sub-lease office space and share office equipment and a bookkeeper's
         time for $900 a month from R. D. Garwood, Inc. ("Garwood"). The
         Company's president/treasurer is the chief financial officer Garwood.
         The Company's expense for these shared facilities and bookkeeping
         services was $10,800 and $5,400 for the fiscal years ended August 31,
         2001 and 2000, respectively.

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

NOTE 8 - STOCK OPTION PLANS

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

         Effective December 28, 2000, the Board of Directors granted options to
         purchase the Company's common stock at a price of $1.30 as follows:

                  45,000 shares to the Company's president/treasurer and
                  20,000 shares to the Company's chairman

         The exercise price of these options was equal to or exceeded the fair
         market value of the underlying shares of common stock as of the grant
         date.

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







                                      F-11

<Page>

                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2001 AND 2000


NOTE 8 - STOCK OPTION PLANS (Continued)

         The fair value of the options granted in fiscal 2001 was estimated
         based upon a financial analysis of the terms of the options using the
         Black-Scholes Pricing Model as follows:

                  Assumptions:
                    Risk-free interest rate          6%
                    Expected volatility              94%
                    Expected holding period          5 years
                    Expected dividends                  -

                  Resulting estimated fair value for options granted in 2001:
                    Per option share        $.96
                    Extended value          $62,400

         Financial reporting of the compensatory options issued has been
         prepared pursuant to the Company's policy of following APB No. 25, and
         related interpretations, in accounting for its employee stock options.
         Had the Company accounted for these options in accordance with FAS 123,
         there would have been an immaterial difference in compensation expense;
         therefore, the pro forma financial disclosure of the amortization of
         the fair value of the options over a two (2) year period has been
         omitted.


















                                      F-12

<Page>


                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2001 AND 2000

NOTE 8 - STOCK OPTION PLANS (Continued)

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

<Table>
<Caption>
                                                                                      Weighted-Average
                                                                  Weighted-Average    Contractual Life
                                                 Number of         Exercise Price          as of
                                                   Shares             Per Share       August 31, 2001
                                                -------------   ------------------    -----------------
<S>                                            <C>              <C>                    <C>
              Options outstanding and
                exercisable as of
                August 31, 1999                       -           $       -                    -

              Options granted to directors          80,000            2.578125            3.5 years
              Options granted to placement
                agent                              200,251            1.500000            3.5 years
                                                   -------

              Options outstanding and
                exercisable as of
                August 31, 2000                    280,251            1.807760            3.5 years

              Options granted to officers           65,000            1.300000            4.3 years
                                                   -------

              Options outstanding and
                exercisable as of
                August 31, 2001                    345,251           $1.712165            3.7 years
                                                   =======
</Table>

         No options expired or were exercised or forfeited during the fiscal
         years ended August 31, 2001 and 2000. All options expire five (5) years
         after date of grant.

NOTE 9 - CONTINGENT LIABILITY

         On November 28, 2000, the Company became aware of a potential claim
         that is reasonably possible of being asserted by a former employee
         under the Company's medical insurance plan. Management has been
         advised that the wife of the former employee (who was a covered person
         under the plan) incurred medical costs of approximately $145,000, of
         which at least a portion may have been for treatment that may have been
         considered experimental under the plan documents on which the Company's
         "stop loss" (excess) insurance was based. The plan of treatment was
         nevertheless approved by the entity engaged as administrator of the
         plan. The Company received a request for reimbursement of this
         potential claim. The Company does not intend to satisfy the request, as
         it believes it is not responsible to reimburse the claimant. Legal
         counsel to the Company believes, if legal action is initiated and the
         Company is held liable, that it is reasonably possible that the Company
         will prevail upon a claim for reimbursement from the administrator;
         however, the amount of the potential loss, if any, and recovery cannot
         be estimated. In the event a claim is asserted, management of the
         Company intends to vigorously pursue its remedies.




                                      F-13


<Page>



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

         None.

                                    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       56       Chairman of the Board and Secretary

      Robert H. Donehew           49       President, Treasurer and Director

      Larry S. Grossman           52       Director

      Anthony Charos              37       Director


         John F. McCarthy, III has served as chairman of our board of directors
and as secretary since February 2000. Since June 2000, Mr. McCarthy has served
as a director of Intercom Systems, Inc., which is a company that is primarily a
vehicle for the acquisition of a target business. Since February 1999, Mr.
McCarthy has been chairman of Pricing Dynamics Systems, Inc. Since October 1999,
Mr. McCarthy has served as chairman of Ensoport.com, Inc., which is developing a
franchised Internet portal system to be deployed in the Pacific Rim area. 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. In addition, since 1993, Mr. McCarthy has been a
principal in McCarthy, Johnston & Associates.

         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, a public
company whose business plan is to serve as a vehicle for the acquisition of a
target business. He also served as a director of Ensoport.com, Inc. since
October 1999. 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. From 1976 through 1983, Mr. Donehew had his own tax and financial
planning practice. Mr. Donehew has been on the board of directors of MSDC, a
medical software company, since 1986.

         Larry S. Grossman has served as one of our directors since February
2000. Mr. Grossman has been the chairman of Thunderbolt Capital Corporation, a
venture capital firm he co-founded, since January 1998. From September 1997 to
January 1998 he was retired. From October 1996 to August 1997, Mr. Grossman was
chairman and chief executive officer of Trans Leasing International, Inc., a
company specializing in medical equipment and auto leasing. From 1989 to October
1996, he was chairman and chief executive officer of FluoroScan Imaging Systems,

                                       24

<Page>

Inc., a manufacturer of x-ray imaging devices. From 1987 to 1989 Mr. Grossman
was president, chief operating officer and a director of Pain Prevention Labs,
Inc., which manufactured a patented electronic anesthesia machine.

         Anthony Charos has served as one of our directors since March 2000.
Since June 2000, Mr. Charos has served as a director of Intercom Systems, Inc.
From January 2001 until October 2001, Mr. Charos was an account executive with
C.E. Unterberg Towbin. 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.

Board Meetings and Committees

         During the fiscal year ended August 31, 2001, the board of directors
met on two occasions and took action by unanimous written consent on one
occasion. The board of directors established an audit committee in June 2000
which met four times during the fiscal year ended August 31, 2001. Directors
serve for a term of one year after election or until their earlier resignation
or their successor is elected or appointed and qualified.

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, 2001, all of
our officers, directors and ten-percent stockholders complied with the Section
16(a) reporting requirements, except that John F. McCarthy, III and Robert H.
Donehew each filed a Form 4 late.











                                       25
<Page>


ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth the compensation for the three years
ended August 31, 2001 for our chairman of the board. No other executive officers
compensation exceeded $100,000 (or would have exceeded $100,000 if employed for
the full year) for the year ended August 31, 2001.

<Table>
<Caption>
                           SUMMARY COMPENSATION TABLE

                                                            Annual                   Long-Term Compensation
                                                      Compensation(1)(2)
                                                    -----------------------      -------------------------------
     Name and Principal Position          Year      Salary ($)    Bonus ($)      Securities          All Other
                                                                                 Underlying      Compensation ($)
                                                                                 Options (#)
--------------------------------------- ---------- ------------- ------------ ----------------- ----------------
<S>                                       <C>         <C>            <C>          <C>                  <C>
        John F. McCarthy, III             2001        30,000          -            20,000                -
        Chairman and Secretary            2000      17,500(3)         -            20,000                -
                                          1999          -             -              -                   -
</Table>


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

(2)      Pursuant to the regulations promulgated by the SEC, the table omits
         columns reserved for types of compensation not applicable to us.

(3)      We began paying Mr. McCarthy a salary of $2,500 per month beginning on
         February 1, 2000 for his services as Chairman and Secretary.

         We do not have employment agreements with John F. McCarthy, III or
Robert H. Donehew, our other executive officer. We issued Mr. Donehew 15,000
shares of our common stock on March 13, 2000 as compensation for his services as
our vice president and treasurer through August 31, 2000 valued at $1.375 per
share. In addition, on September 1, 2000, we commenced paying Mr. Donehew $2,500
per month for his services as vice president and treasurer and as president and
treasurer since November 2000.

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

         Our directors do not currently receive any cash compensation for their
services. However, on December 27, 2000, we granted to Mr. McCarthy and Mr.
Donehew options to purchase 20,000 and 45,000 shares, respectively, of our
common stock, at an exercise price of $1.30 per share, which options vested
immediately.





                                       26
<Page>


Option Grants

         The following table represents the stock options granted in the fiscal
year ended August 31, 2001 to the executive officer identified in the Summary
Compensation table above.



<Table>
<Caption>
                                             Options Granted in the Last Fiscal Year
-------------------------------------------------------------------------------------------------------------------
                                  Number of       Percent of
                                  Securities      Total Options
      Name of Executive           Underlying      Granted to           Exercise Price        Expiration Date
                                  Options         Employees in           of Options
                                  Granted (#)     Fiscal Year (%)             $
------------------------------ ------------------ ------------------ ---------------------- -----------------------
<S>                                 <C>                 <C>                  <C>                   <C>   <C>
John F. McCarthy, III               20,000              30.8%                $1.30                 12/27/05

</Table>

















                                       27

<Page>


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

         The following table sets forth the number of shares of common stock
beneficially owned as of November 27, 2001 by (1) those persons or groups known
to us who beneficially own more than 5% of our common stock, (2) each of our
current directors, (3) each executive officer whose compensation exceeded
$100,000 in the fiscal year ended August 31, 2001 and (4) all of our current
directors and executive officers as a group. The information is determined in
accordance with Rule 13d-3 promulgated under the Exchange Act based upon
information furnished by the persons listed or contained in filings made by them
with the SEC. Except as indicated below, the stockholders listed possess sole
voting and investment power with respect to their shares. As of November 27,
2001, there were 3,447,377 shares of common stock outstanding.

<Table>
<Caption>
Name and Address of                       Amount and Nature of         Percent
Beneficial Owner                          Beneficial Ownership         of Class
-------------------                       --------------------         --------
<S>                                             <C>                    <C>
Robert H. Donehew                               649,690(1)             19.0%
  Donehew Fund Limited Partnership
  111 Village Parkway, Building #2
  Marietta, Georgia 30067

Ronald I. Heller                                531,502(2)             15.2%
 74 Farview Road
 Tenafly, New Jersey 07670

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

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

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

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

Asset Value Holdings, Inc.                      200,000                5.8%
   211 Pennbrook Road
   Far Hills, New Jersey  07931

Galt Asset Management                           200,000                5.8%
   c/o Brian Vitale
   125 West Shore Road
    Huntington, New York 11`743

Larry Grossman                                  60,000(7)              2.3%
  c/o Thunderbolt Capital Corp.
  1239 Shermer Road
  Northbrook, Illinois 60062

(continued)
                                       28
<Page>

<Caption>
Name and Address of                       Amount and Nature of         Percent
Beneficial Owner                          Beneficial Ownership         of Class
-------------------                       --------------------         --------
<S>                                             <C>                    <C>
Anthony Charos                                  40,000(8)              1.7%
 273 Hickory Avenue
 Tenafly, New Jersey 07670

John F. McCarthy, III                           40,000(9)              1.7%
  2401 Pennsylvania Avenue, N.W.
  Washington, D.C. 20037

All current directors and executive
officers as a group (4 persons)               789,690(10)            22.0%
</Table>


--------------------------------
(1)      Includes 100,000 shares of common stock owned by Donehew Fund Limited
         Partnership, of which Donehew Capital LLC, a Georgia limited liability
         company, is the general partner; Mr. Donehew is the manager of Donehew
         Capital LLC. Also includes (i) 449,690 shares as to which Donehew Fund
         Limited Partnership holds irrevocable proxies and (ii) 65,000 shares of
         common stock issuable upon exercise of immediately exercisable options.

(2)      Includes 48,522 shares of common stock issuable upon exercise of
         immediately exercisable options, 144,615 shares of common stock held of
         record by the Ronald I. Heller Revocable Trust dated 12/23/97, 144,615
         shares of common stock held of record by the Joyce L. Heller Revocable
         Trust dated 12/23/97, 70,000 shares of common stock held of record by
         The Rachel Beth Heller 1997 Trust dated 7/9/97, 87,000 shares of common
         stock held of record by The Evan Todd Heller 1997 Trust dated 6/17/97
         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. Mr. Heller disclaims beneficial ownership of the shares held by
         The Evan Todd Heller 1997 Trust dated 6/17/97, The Rachel Beth Heller
         1997 Trust dated 7/9/97.

(3)      Includes 39,250 shares of common stock held by the Delaware Charter
         Guarantee & Trust Co., for the benefit of the David S. Nagelberg
         Individual Retirement Account ("IRA"), 1,250 shares of common stock
         held in a custodian account for the benefit of David Nagelberg's
         children and 48,521 shares of common stock issuable upon exercise of
         immediately exercisable options.

(4)      Includes 209,470 shares of common stock beneficially owned by Shamrock
         Associates, of which Mr. Koether is the general partner, 200,000 shares
         held by Asset Value Holdings, Inc., of which Mr. Koether is President,
         7,166 shares owned by Sun Equities Corporation, of which Mr. Koether is
         Chairman and a principal stockholder; 1,666 shares held by Mr.
         Koether's IRA, 20,000 shares owned by Mr. Koether's wife; and 15,000
         shares held in discretionary accounts for Mr. Koether's brokerage
         customers. Mr. Koether, Shamrock Associates, Asset Value Holdings,
         Inc., Sun Equities Corporation and Mr. Koether's IRA have given Donehew
         Fund Limited Partnership irrevocable proxies to vote an aggregate of
         449,690 shares that they own.

(5)      Includes 200,000 shares of common stock held by Asset Value Holding, of
         which Shamrock Associates is the ultimate parent. Shamrock Associates
         disclaims beneficial ownership of these shares. Asset Value Holdings
         has given Donehew Fund Limited Partnership an irrevocable proxy to vote
         these shares.

(6)      Includes 200,000 shares of common stock held by Asset Value Holdings,
         Inc., of which Mr. Galuchie is the Treasurer. Mr. Galuchie disclaims
         beneficial ownership of the shares held by Asset Value Holdings. Also
         includes 7,166 shares owned by Sun Equities Corporation, of which Mr.
         Galuchie is a director and officer. Mr. Galuchie disclaims beneficial
         ownership of the shares held by Sun Equities Corporation. Asset Value
         Holdings and Sun Equities Corporation have given Donehew Fund Limited
         Partnership irrevocable proxies to vote an aggregate of 207,716 shares
         that they own.


                                       29
<Page>


(7)      Includes 20,000 shares of common stock issuable upon exercise of
         immediately exercisable options.

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

(9)      Includes 40,000 shares of common stock issuable upon exercise of
         immediately exercisable options.

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


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

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

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

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








                                       30
<Page>


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

         (a)       Exhibits Filed.

                   See Exhibit Index appearing later in this Report.

         (b)       Reports on Form 8-K.

                   None.

























                                       31
<Page>


                                   SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated:  November 27, 2001                GOLF ROUNDS.COM, INC.
                                            (Registrant)



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

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dated indicated.


/s/ John F. McCarthy, III    Chairman and Secretary           November 27, 2001
-------------------------    (Principal Executive Officer)
John F. McCarthy, III

/s/ Robert H. Donehew        President, Treasurer and         November 27, 2001
-------------------------    Director (Principal Accounting
Robert H. Donehew            and Financial  Officer)

/s/ Larry S. Grossman        Director                         November 27, 2001
-------------------------
Larry S. Grossman

/s/ Anthony Charos           Director                         November 27, 2001
-------------------------
Anthony Charos





















                                       32
<Page>

<Table>
<Caption>
                                  EXHIBIT INDEX
                                  -------------
                                                                     Incorporated
Exhibit                                                              By Reference          No. in
Number         Description                                           from Document         Document      Page
------         -----------                                             --------            --------      ----
<S>            <C>                                                    <C>                  <C>          <C>
1.1            Agreement and Plan of Merger                               A                 2.1

3.1            Articles of Incorporation                                  A                 3.1

3.1.1          Bylaws                                                     A                3.1.1

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

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

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

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

10.5           Form of subscription agreement for private                 C                 10.3
               offering.

10.6           Form of agency agreement for private offering.             C                 10.4

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

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

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

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

99.1           Risk Factors                                               -                  -             Filed
</Table>


<Page>



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.
















                                       34