`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, 2006

                                       or

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934:
      For the transition period from ____________ to ____________

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

                         Commission File Number 0-10093
                                                -------

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

                              GOLF ROUNDS.COM, INC.
                 (Name of Small Business Issuer in Its Charter)

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

                    Delaware                               59-1224913
         -------------------------------               -------------------
         (State or Other Jurisdiction of                (I.R.S. Employer
         Incorporation or Organization)                Identification No.)

  111 Village Parkway, Building #2, Marietta, Georgia           30067
  ---------------------------------------------------         ----------
       (Address of Principal Executive Offices)               (Zip Code)

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

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

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

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

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

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

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

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

The Registrant had no revenues during the fiscal year ended August 31, 2006.

At November 28, 2006, the aggregate market value of the common stock held by
non-affiliates of the issuer was $1,359,547.

At November 28, 2006, the issuer had 3,447,377 shares of common stock, par value
$.01 per share, outstanding.

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

Documents incorporated by reference: None




                              GOLF ROUNDS.COM, INC.

       ANNUAL REPORT ON FORM 10-KSB FOR FISCAL YEAR ENDED AUGUST 31, 2006

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART I     ................................................................    3

ITEM 1.    DESCRIPTION OF BUSINESS ........................................    3
ITEM 2.    DESCRIPTION OF PROPERTIES ......................................    7
ITEM 3.    LEGAL PROCEEDINGS ..............................................    7
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ............    7

PART II    ................................................................    8

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS ........................................................    8
ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS ............................    9
ITEM 7.    FINANCIAL STATEMENTS ...........................................   12
ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
           ON ACCOUNTING AND FINANCIAL DISCLOSURE .........................   13
ITEM 8A.   CONTROLS AND PROCEDURES ........................................   13

PART III   ................................................................   13

ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..............   13
ITEM 10.   EXECUTIVE COMPENSATION .........................................   15
ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT .................................................   17
ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSCTIONS...................   19
ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K ...............................   19
ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES .........................   20

SIGNATURES ................................................................   21


                                        2



                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS

INTRODUCTION

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

OUR BUSINESS PLAN

      Generally

      We intend to use our available working capital (currently $2,251,694),
capital stock, debt or a combination of these to effect a business combination
with a company that desires to establish a public trading market for its
securities while avoiding what it may deem to be adverse consequences of
undertaking a public offering itself, such as time delays, significant expense,
loss of voting control and other burdens including significant professional
fees. The business combination may be with a financially stable, mature company
or a company that is in its early stages of development or growth, which could
include companies seeking to obtain capital and to improve their financial
stability.

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


                                        3



characterizes certain industries that experience rapid growth. In addition,
although we will endeavor to evaluate the risks inherent in a particular
industry or target business, we cannot assure you that we will properly
ascertain or assess all significant risk factors.

      Sources of target businesses

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

      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.


                                        4



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

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

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

      Limited ability to evaluate the target business' management

      Although we intend to carefully scrutinize the management of a prospective
target business before effecting a business combination, we cannot assure you
that our assessment of the target's management will prove to be correct,
especially in light of the possible inexperience of our officers and directors
in evaluating certain types of businesses. In addition, we cannot assure you
that the target's future management will have the necessary skills,
qualifications or abilities to manage a public company. Furthermore, the future
role of our officers and directors, if any, in the target business cannot
presently be stated with any certainty. While it is possible that one or more of
our officers and directors will remain associated in some capacity with us
following a business combination, it is unlikely that any of them will devote
their full efforts to our affairs after a business combination. Moreover, we
cannot assure you that our officers and directors will have significant
experience or knowledge relating to the operations of the particular target
business.

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

      Investment Company Act

      We may participate in a business or opportunity by purchasing, trading or
selling the securities of a business. We do not intend to engage primarily in
these activities and we are not registered as an "investment company" under the
Investment Company Act of 1940. We do not


                                        5



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

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

      o     restrictions on the nature of our investments; and

      o     the issuance of securities,

and have imposed upon us certain requirements, including:

      o     registration as an investment company;

      o     adoption of a specific form of corporate structure; and

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

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

COMPETITION

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

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


                                        6



competition we will face if we effect a business combination and we cannot
assure you that we will be able to compete successfully with these competitors.

EMPLOYEES

      Currently, our only employees are our officers, who devote as much time to
our business as our board of directors determines to be necessary. R.D. Garwood,
Inc. provides us with the use of an administrative assistant, who performs
secretarial and bookkeeping services. (See also Item 2, Description of
Properties.)

ITEM 2.     DESCRIPTION OF PROPERTIES

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

ITEM 3.   LEGAL PROCEEDINGS

      None.

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

      None.


                                        7



                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

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

                                      HIGH     LOW
                    PERIOD            ($)      ($)
            ----------------------   ------   ------
            Fiscal 2007
                    First Quarter*   [0.84]   [0.75]

            Fiscal 2006
                    First Quarter     0.77     0.75
                    Second Quarter    0.90     0.65
                    Third Quarter     0.75     0.71
                    Fourth Quarter    0.77     0.67

            Fiscal 2005
                    First Quarter     1.02     0.68
                    Second Quarter    1.25     0.82
                    Third Quarter     1.25     0.73
                    Fourth Quarter    0.90     0.76

___________________

*     Through November 28, 2006

HOLDERS

      As of November 28, 2006, we believe there were more than 3,000 beneficial
holders of our common stock.

DIVIDEND POLICY

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


                                        8



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

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

      None.

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

FORWARD LOOKING STATEMENTS

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

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

RESULTS OF OPERATIONS

      We have had no revenues (other than interest income) since 1992 and will
not generate any revenues (other than interest income) until, at the earliest,
the completion of a business combination.

      Fiscal year 2006 compared to fiscal year 2005

      For the year ended August 31, 2006 interest income was $94,571 as compared
to $51,936 for the year ended August 31, 2005. The increase in interest income
for the year ended August 31, 2006, was due to the higher rates of interest paid
to us on our U.S. Treasury Securities and money market fund investments, which
are reported as cash and cash equivalents.

      In January of 2005, we performed due diligence with regards to the
possibility of entering into a merger transaction with an operating target. In
performing the due diligence, we expended $10,733 in the second quarter of the
year ended August 31, 2005. It was determined that a merger transaction with
this target would not be pursued.


                                        9



      In July and August of 2006, we incurred due diligence expenses in the
amount of $5,325 in performing due diligence with regards of several potential
merger candidates but both targets were abandoned.

      Effective December 15, 2005, the Company adopted Statement of Financial
Accounting Standards ("SFAS") 123(R), "Shared -Based Payment," using the
modified prospective method. In the fourth quarter of fiscal year ended August
31, 2006 the Company began recognizing as stock-based compensation expense in
the financial statements the fair market value of options granted to the two
directors and its only employee (See Note 2 in the accompanying Consolidated
Financial Statements). This amount of $29,400 was calculated using the
Black-Scholes option- pricing model and is included in the general and
administrative expenses for this fiscal year. For the previous year ended August
31, 2005 the Company's comparative expense of $19,200 for stock -based
compensation expense was shown as a footnote disclosure on a pro-forma basis as
prescribed by SFAS 148.

      General, administrative and other expenses were $182,626 for the year
ended August 31, 2006, as compared to $156,050 for the year ended August 31,
2005. General, administrative and other expenses in fiscal year 2006 increased
due to the newly adopted method of recognizing stock-based compensation expense
of $29,400 in the current financial statements instead of a pro-forma footnote
disclosure and increased audit and accounting fee expenses of $4,674 offset by
decreases in merger costs expenses of $5,408, director's and officer's liability
insurance expenses of $1,645 and minors decreases of $445 for all other
expenses.

      General, administrative and other expenses for the year ended August 31,
2006 consisted of directors' and officers' liability insurance expenses of
$47,688, payroll expenses of $32,410, audit and accounting fee expenses of
$29,418, stock-based compensation expense of $29,400, legal expenses of $17,386,
office sharing expenses of $10,800, stockholder service expenses of $6,309,
merger costs expenses of $5,325, taxes and license expenses of $3,365 and $525
of miscellaneous expenses.

LIQUIDITY AND CAPITAL RESOURCES

      General

      At August 31, 2006, cash and cash equivalents were $2,218,572, which
included $2,190,801 that was invested in U.S. Treasury Securities that matured
in October 2006 yielding 5.0% and $27,771 invested in money market and checking
accounts with an effective yield of 4.3%. At August 31, 2006, working capital
was $2,251,694.

      Cash flows used in operating activities for the year ended August 31, 2006
of $56,916 primarily relate to general and administrative expenses which include
merger acquisition expenses.

      Currently, our working capital is sufficient to last for more than 24
months. If we acquire a business, our-post acquisition capital needs may be more
substantial and our current capital resources may not be sufficient to meet our
requirements. We currently believe that if we need capital in the future, we
will be able to raise capital through sales of its equity and institutional or
investor borrowings, although we cannot assure you we will be able to obtain
such capital. We


                                       10



anticipate that after any acquisition it may complete in accordance with our
business plan, we will use substantially all our then existing working capital
to fund the operations of the acquired business. In addition, we believe that
the new business operations will require additional capital to fund operations
and the further development and marketing of the acquired technologies.

      Contractual obligations

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


                                       11



ITEM 7.   FINANCIAL STATEMENTS

                         Index to Financial Statements:



                                                                                      Page
                                                                                      ----

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

Consolidated Balance Sheet as of August 31, 2006.......................................F-2

Consolidated Statements of Operations for the years ended August 31, 2006
and 2005...............................................................................F-3

Consolidated Statements of Stockholders' Equity for the years ended
August 31, 2006 and 2005...............................................................F-4

Consolidated Statements of Cash Flows for the years ended August 31, 2006
and 2005...............................................................................F-5

Notes to the Consolidated Financial Statements.................................F-6 -- F-14



                                       12



      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheet of Golf Rounds.com,
Inc. and subsidiary as of August 31, 2006 and the related consolidated
statements of operations, stockholders' equity and cash flows for the year ended
August 31, 2006 and 2005. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Golf
Rounds.com, Inc. and subsidiary as of August 31, 2006 and the results of their
operations and cash flows for the years ended August 31, 2006 and 2005 in
conformity with accounting principles generally accepted in the United States of
America.

Weinberg & Company, P.A.

Boca Raton, Florida
November 6, 2006


                                       F-1



                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                     ASSETS

                                                                August 31, 2006
                                                                ----------------
CURRENT ASSETS

   Cash and cash equivalents                                        $ 2,218,572
   Prepaid expenses                                                      36,372
                                                                ----------------
              TOTAL CURRENT ASSETS                                    2,254,944
                                                                ----------------
TOTAL ASSETS                                                        $ 2,254,944
                                                                ================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable and accrued expenses                            $     3,250
                                                                ----------------
              TOTAL CURRENT LIABILITIES                                   3,250
                                                                ----------------

COMMITMENTS AND CONTINGENCIES

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                           4,861,339
  Accumulated deficit                                                (2,644,118)
                                                                ----------------
              TOTAL STOCKHOLDERS' EQUITY                              2,251,694
                                                                ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 2,254,944
                                                                ================

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


                                       F-2



                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED AUGUST 31, 2006 AND 2005



                                                                        August 31,
                                                               ----------------------------
                                                                   2006           2005
                                                               -------------  -------------

EXPENSES:
     General, administrative and other                          $   182,626    $   156,050
                                                               -------------  -------------

               TOTAL EXPENSES                                       182,626        156,050
                                                               -------------  -------------

LOSS FROM OPERATIONS                                               (182,626)      (156,050)
                                                               -------------  -------------

OTHER INCOME:
     Interest and dividends                                          94,571         51,936
                                                               -------------  -------------

               TOTAL OTHER INCOME                                    94,571         51,936
                                                               -------------  -------------

NET LOSS                                                        $   (88,055)   $  (104,114)
                                                               =============  =============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                   $     (0.03)   $     (0.03)
                                                               =============  =============

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


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


                                       F-3



                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  FOR THE YEARS ENDED AUGUST 31, 2006 AND 2005



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

BALANCE, August 31, 2004     3,447,377   $    34,473   $ 4,831,939   $(2,451,949)   $ 2,414,463
     Net Loss                       --            --            --      (104,114)      (104,114)
                            ----------- ------------- ------------- -------------  -------------
BALANCE, August 31, 2005     3,447,377        34,473     4,831,939    (2,556,063)     2,310,349


Stock-based compensation            --            --        29,400            --         29,400
   Net loss                         --            --            --       (88,055)       (88,055)
                            ----------- ------------- ------------- -------------  -------------
BALANCE, August 31, 2006     3,447,377   $    34,473   $ 4,861,339   $(2,644,118)   $ 2,251,694
                            =========== ============= ============= =============  =============


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


                                       F-4



                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED AUGUST 31, 2006 AND 2005



                                                                                          August 31,
                                                                                  ---------------------------
                                                                                      2006          2005
                                                                                  ------------- -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                      $   (88,055)  $  (104,114)

     Adjustments to reconcile net loss to net cash used in operating activities:
           Stock-based compensation expense                                             29,400            --
           Changes in operating assets and liabilities:
           Decrease in prepaid expenses                                                    628        1,333
           Increase (decrease) in accounts payable and accrued expenses                  1,111       (16,574)
                                                                                  ------------- -------------
     NET CASH USED IN OPERATING ACTIVITIES                                             (56,916)     (119,355)
                                                                                  ------------- -------------

     NET DECRASE IN CASH AND CASH EQUIVALENTS                                          (56,916)     (119,355)

     CASH AND CASH EQUIVALENTS - beginning of year                                   2,275,488     2,394,843
                                                                                  ------------- -------------

     CASH AND CASH EQUIVALENTS - end of year                                       $ 2,218,572   $ 2,275,488
                                                                                  ============= =============


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


                                       F-5



                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2006 AND 2005

NOTE 1 - CORPORATE OPERATIONS

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

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

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      CASH EQUIVALENTS

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


                                       F-6



                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      AUGUST 31, 2006 AND 2005 (CONTINUED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      STOCK-BASED COMPENSATION

      Effective December 15, 2005 and for the fiscal year ended August 31, 2006,
      the Company adopted Statement of Financial Accounting Standards ("SFAS")
      123(R), "Shared -Based Payment," using the modified prospective method.
      SFAS 123(R) established standards for the accounting for transactions in
      which an entity exchanges its equity instruments for goods and services
      and requires that the compensation cost relating to share-based payment
      transactions be recognized in the current financial statements. For fiscal
      year 2006, this amount was $29,400 and was calculated using the
      Black-Scholes option-pricing model for fair market value.

      Prior to the adoption of SFAS 123(R) the Company had applied the intrinsic
      -value based method of accounting prescribed by Accounting Principals
      Board Opinion 25, "Accounting for Stock Issued to Employees," for the
      previous fiscal years. As permitted by SFAS 123, the Company had elected
      to continue to apply the intrinsic-value-based method under APB No. 25 to
      the previous fiscal year provided that pro-forma disclosures of net income
      and earnings per share under the fair value method were included in the
      notes to the consolidated financial statements.

      For the year ended August 31, 2005, had the cost of the stock options that
      were issued to employees been determined based on the fair value of
      options at the grant date, the Company's net loss would have increased by
      $19,200 and the pro-forma loss and loss per share would be as follows:



                                                                                    Year Ended
                                                                                  August 31, 2005
                                                                                  ----------------

      Net loss, as reported                                                           $  (104,114)
      Add:  Stock-based employee compensation expense included in reported net
        income, net of related tax effects                                                      0
      Deduct:  Total stock-based compensation expense determined under fair
        value-based method for all awards, net of related tax effects                     (19,200)
                                                                                  ----------------
      Pro Forma Net Loss                                                              $  (123,314)
                                                                                  ================
      Net loss per common share:
        Basic - as reported                                                           $     (0.03)
        Basic - pro forma                                                             $     (0.04)
        Diluted - as reported                                                         $     (0.03)
        Diluted - pro forma                                                           $     (0.04)



                                       F-7



                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      AUGUST 31, 2006 AND 2005 (CONTINUED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      STOCK-BASED COMPENSATION (CONTINUED)

      The fair values of options granted to employees were determined based on
      the Black-Scholes option-pricing model, utilizing the following
      assumptions:

                                                       ----------------------
                                                          2006        2005
                                                       ----------  ----------
      Expected life of options                          10 years    10 years
      Risk-free interest rate                             5.0%        4.0%
      Expected volatility                                 25%         79%
      Expected dividend yield                              0%          0%
      Weighted average fair value of options granted     $0.42       $0.64

      INCOME TAXES

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

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

      LOSS PER SHARE

      Net loss per common share is based on the weighted average number of
      shares of common stock outstanding during each year. Common stock
      equivalents, including 795,251 and 725,251 options for the years ended
      August 31, 2006 and 2005, respectively, are not considered in diluted loss
      per share because the effect would be anti-dilutive.


                                       F-8



                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      AUGUST 31, 2006 AND 2005 (CONTINUED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      USE OF ESTIMATES

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

      FAIR VALUE OF FINANCIAL INSTRUMENTS

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


                                       F-9



                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      AUGUST 31, 2006 AND 2005 (CONTINUED)

NOTE 3 - INCOME TAXES

      At August 31, 2006 and 2005, the Company had net operating loss
      carryforwards ("NOLs") of approximately $1,689,000 and $1,617,000 for
      federal income tax reporting purposes, $771,000 and $771,000 for New
      Jersey State income tax reporting purposes, and $1,273,000 and $1,108,000
      for Georgia State income tax reporting purposes, respectively. These
      losses create a deferred tax asset at August 31, 2006 and 2005. The
      Company has recorded a 100% valuation allowance against deferred tax
      assets and benefits due to the uncertainty of their ultimate realization.

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

      The deferred income tax benefits of operating losses for the years ended
      August 31, 2006 and 2005 are approximately as follows:

                                         2006                  2005
                                   -----------------     -----------------
      Federal                        $      20,000         $      33,000
      Georgia                               10,000                10,000
      New Jersey                                --                    --
                                   -----------------     -----------------
                                            30,000                43,000

      Valuation allowance                  (30,000)              (43,000)
                                   -----------------     -----------------
      Total                          $          --         $          --
                                   =================     =================

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

                                         2006                  2005
                                   -----------------     -----------------
      Deferred tax assets:
        Federal NOLs                 $     473,000         $     453,000
        Georgia NOLs                        76,000                66,000
        New Jersey NOLs                     66,000                66,000
                                   -----------------     -----------------
                                           615,000               585,000
      Valuation allowance                 (615,000)             (585,000)
                                   -----------------     -----------------
      Total                          $          --         $          --
                                   =================     =================


                                      F-10



                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      AUGUST 31, 2006 AND 2005 (CONTINUED)

NOTE 3 - INCOME TAXES (CONTINUED)

      The net increase in the valuation allowance of $30,000 and $43,000 during
      the years ended August 31, 2006 and 2005, respectively, was due to the
      deferred income tax benefits of operating losses incurred during the
      corresponding years, which have been fully reserved due to the uncertainty
      of their ultimate realization.

      NOLs expire approximately as follows:

         Year          Federal           New Jersey          Georgia
      ----------   ---------------   ----------------   -----------------
         2006       $          --     $       42,000     $            --
         2007                  --            516,000                  --
         2008                  --            213,000                  --
         2011             185,000                 --                  --
         2019              43,000                 --                  --
         2020             389,000                 --              89,000
         2021             218,000                 --             129,000
         2022             187,000                 --             207,000
         2023             157,000                 --             175,000
         2024             321,000                 --             340,000
         2025             117,000                 --             168,000
         2026              72,000                 --             165,000
                   ---------------   ----------------   -----------------
                    $   1,689,000     $      771,000     $     1,273,000
                   ===============   ================   =================

NOTE 4 - RELATED PARTY TRANSACTIONS

      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/secretary is the chief financial officer of Garwood.
      The Company's expense for these shared facilities and bookkeeping services
      was $10,800 for each of the years ended August 31, 2006 and 2005.


                                      F-11



                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      AUGUST 31, 2006 AND 2005 (CONTINUED)

NOTE 5 - STOCK OPTIONS

      In August 2005, the Board of Directors awarded to each of its three
      Directors, for serving on the Board, options to purchase 10,000 shares
      each of the Company's common stock, exercisable immediately or for any
      time during the ten (10) year period commencing on the grant date of
      August 26, 2005 at exercise price of $0.60. There was no recognized
      expense because all of these options were issued to employees.

      In July 2006, the Board of Directors awarded to each of its two Directors,
      for serving on the Board, options to purchase 10,000 shares each of the
      Company's common stock, exercisable immediately or for any time during the
      ten (10) year period commencing on the grant date of July 17, 2006 at
      exercise price of $0.60. In addition, the Board awarded 50,000 options to
      purchase shares of the Company's common stock to the Company's
      president/treasurer/secretary on the grant date of July 17, 2006. These
      stock options are exercisable immediately or for any time during the ten
      (10) year period at an exercise price of $0.60.

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



                                                             Fiscal Year Ended
                                         ---------------------------------------------------------
                                               August 31, 2006               August 31, 2005
                                         ---------------------------   ---------------------------
                                                         Weighted                      Weighted
                                           Number         Average         Number       Average
                                             of          Exercise           of         Exercise
                                           Shares          Price          Shares        Price
                                         -----------   -------------   ------------  -------------

      Outstanding at Beginning of Year     725,251         $1.14          695,251         $1.17
      Options Granted                       70,000          0.60           30,000          0.60
                                         -----------   -------------   ------------  -------------
      Outstanding at End of Year           795,251         $1.10          725,251         $1.14
                                         ===========   =============   ============  =============



                                      F-12



                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      AUGUST 31, 2006 AND 2005 (CONTINUED)

NOTE 5 - STOCK OPTIONS (CONTINUED)

      The following additional information relates to options outstanding as of
      August 31, 2006:



                               Number of
          Exercise        Options Outstanding                          Weighted Average
           Price                  and             Weighted Average         Remaining
           Range              Exercisable          Exercise Price        Life (Years)
      ----------------   ---------------------   ------------------   -------------------

        $0.50 - 0.68            450,000                $0.62                  7.3

            1.30                 65,000                 1.30                  4.3

            1.50                200,251                 1.50                  3.6

        $2.56 - 2.63             80,000                 2.58                  2.9
                         ---------------------
                                795,251                $1.10                  5.7
                         =====================



                                      F-13



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

      Not applicable.

ITEM 8A.  CONTROLS AND PROCEDURES

      An evaluation of the effectiveness of our disclosure controls and
procedures was made as of August 31, 2006 under the supervision and with the
participation of our management, including our chairman, president and
treasurer. Based on that evaluation, they concluded that our disclosure controls
and procedures are effective to ensure that information required to be disclosed
by us in reports that we file or submit under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms. There has been
no significant change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting subsequent to August 31, 2006.

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

      Robert H. Donehew   54      President, Treasurer, Secretary and Director*

      Anthony Charos      42      Director*

      _________________________

      *     Member of audit committee

      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. He has served as our secretary since December 2005. Mr.
Donehew has served as a director and the vice president and treasurer of
Intercom Systems, Inc. since June 2000 and as its acting chairman and acting
president since December 2002. From October 1999 until July 2002, he served as a
director of Ensoport Internetworks, Inc. Since July 1996, Mr. Donehew has been
the chief executive officer of Donehew Capital, LLC, the general partner of
Donehew Fund Limited Partnership, a private investment partnership specializing
in the securities market. In addition, since July 1997, Mr. Donehew has been the
chief executive officer of 3-D Capital, LLC, an investment firm specializing in
due-diligence consulting and investments in the securities markets. Since 1983,
he has also served as chief financial officer of R.D. Garwood, Inc. and Dogwood
Publishing Company Inc. From 1976 through 1983, Mr. Donehew had his own tax and
financial planning practice. Mr. Donehew has been on the board of directors of
Medical Systems Development Corp., a medical software company, since 1986.


                                       13



      ANTHONY CHAROS has served as a director since March 2000. Since June 2000,
Mr. Charos has served as a director of Intercom Systems, Inc. From January 2001
until October 2001, Mr. Charos was an account executive with C.E. Unterberg
Towbin, an investment banking firm. From 1993 through December 2000, Mr. Charos
was an account executive with M.H. Meyerson & Co., Inc. and a member of its
investment banking team. From October 2001 until August 2005, Mr. Charos was a
sales representative and referral agent with Weichert Realty. Currently, Mr.
Charos is a sales representative with Karla Cino, Realtors.

      Audit Committee

      Our entire board serves as our audit committee. We do not currently have a
"financial expert," as such term is defined under the securities law, on the
committee, but we are in the process of seeking an additional director who will
also serve as the financial expert. Previously, the board of directors did not
believe it was necessary to have a financial expert on the Committee given our
lack of commercial operations and limited financial activities.

      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, 2006, all of
our officers, directors and ten-percent stockholders complied with the Section
16(a) reporting requirements.

      Code of Ethics

      We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or controller
or persons performing similar functions, as well as other employees and our
directors and meets the requirements of the SEC. A copy of our Code of Ethics
was previously filed as an exhibit to our Annual Report on Form 10-KSB for the
fiscal year ended 2004. We intend to disclose any amendments to any waivers from
a provision of our Code of Ethics on a Form 8-K filed with the SEC.


                                       14



ITEM 10.  EXECUTIVE COMPENSATION

      The following table sets forth the compensation for the three years ended
August 31, 2006 for our president (and principal executive and accounting
officer). No executive officer's compensation exceeded $100,000 (or would have
exceeded $100,000 if employed for the full year) for the year ended August 31,
2006.

                           SUMMARY COMPENSATION TABLE



                                                               Long-Term
                                     Annual Compensation(1)   Compensation
                                     ----------------------   ------------
                                                                              All Other
Name and Principal Position   Year   Salary ($)   Bonus ($)    Options (#)   Compensation
---------------------------   ----   ----------   ---------    -----------   ------------

Robert H. Donehew             2006     30,000         0           60,000          0
  President and Principal     2005     30,000         0           10,000          0
  Accounting Officer          2004     30,000         0           95,000          0



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

      Option Grants

The following table represents the stock options granted in the fiscal year
ended August 31, 2006 to such executive officers.

                     OPTION GRANTED IN THE LAST FISCAL YEAR



                         Number of       Percent of Total
                        Securities        Options Granted   Exercise Price
                    Underlying Options    to Employees in     of Options      Market Price on
Name of Executive       Granted (#)       Fiscal Year (%)         ($)          Date of Grant    Expiration Date
-----------------   ------------------   ----------------   --------------    ---------------   ---------------

Robert H. Donehew         60,000               86%               0.60              $0.75            07/16/16



                                       15



      The following table sets forth the fiscal year end option values of
outstanding options at August 31, 2006 and the dollar value of unexercised,
in-the-money options for our executive officers identified in the Summary
Compensation table above.

                    AGGREGATED FISCAL YEAR-END OPTION VALUES

                   Number of Securities Underlying   Dollar Value of Unexercised
                       Unexercised Options at          in-the-money Options at
                           August 31, 2006               August 31, 2006(1)
                   -------------------------------   ---------------------------

                   Exercisable       Unexercisable   Exercisable   Unexercisable
      Name             (#)                (#)            ($)           ($)
-----------------  -----------       -------------   -----------   -------------
Robert H. Donehew    280,000               0           $25,650          0

(1)   These values are based on the difference between the closing sale price of
      our common stock on August 31, 2006 (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

      We do not have an employment agreement with Robert H. Donehew, our
principal executive officer. In December 2000, we paid Mr. Donehew $20,625 by
issuing him 15,000 shares of our common stock as compensation for his services
as our vice president and treasurer through August 2000. On September 1, 2000,
we commenced paying Mr. Donehew $2,500 per month for his services as an
executive officer.

      In fiscal year 2004, we issued Mr. Donehew and Mr. McCarthy (our previous
chairman) ten-year options to purchase 75,000 shares and 25,000 shares,
respectively, to compensate them for additional services rendered to the Company
and to incentive them for future efforts. All of these options were exercisable
at an exercise price of $0.68 per share and vested immediately.

      In fiscal year 2006, we issued to Mr. Donehew ten-year options to purchase
50,000 shares at an exercise price of $0.60 per share and vested immediately to
compensate him for additional services rendered to the Company and to incentive
him for future efforts.

      Compensation Arrangements for Directors

      Our directors do not currently receive any cash compensation for their
services. In July 2006, we granted to each of our two directors ten-year options
to purchase 10,000 shares of our common stock. All of these options are
exercisable at an exercise price of $0.60 per share and vested immediately.


                                       16



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The table and accompanying footnotes set forth certain information as of
November 28, 2006, with respect to the ownership of our common shares by: to
each person or group who beneficially owns more than 5% of our common shares;

      o     each of our directors;

      o     each of our named executive officers; and

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

A person is deemed to be the beneficial owner of securities that can be acquired
by the person within 60 days from the record date upon the exercise of warrants
or options. Accordingly, common shares issuable upon exercise of options and
warrants that are currently exercisable or exercisable within 60 days of
November 28, 2006 have been included in the table with respect to the beneficial
ownership of the person owning the options or warrants, but not with respect to
any other persons.

                                                   Amount and Nature of
                                            ----------------------------------
Name and Address                            Beneficial
of Beneficial Owner                         Ownership         Percent of Class
-------------------                         ----------        ----------------
Robert H. Donehew
   Donehew Fund Limited Partnership
   111 Village Parkway, Building #2         415,000(1)              11.1%
   Marietta, Georgia  30067

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

David S. Nagelberg
   7012 Rancho La Cima Drive                429,228(3)              12.5%
   Rancho Santa Fe, California  92067

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

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

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


                                       17



                                                   Amount and Nature of
                                            ----------------------------------
Name and Address                            Beneficial
of Beneficial Owner                         Ownership         Percent of Class
-------------------                         ----------        ----------------
Asset Value Holdings, Inc.
   211 Pennbrook Road                         200,000                5.8%
   Far Hills, New Jersey  07931

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

Anthony Charos
   275 Engle Street, BA2                    130,000(7)               3.6%
   Englewood, New Jersey  07631

All directors and executive officers        545,000(8)              14.2%
as a group (two persons)

__________________________

(1)   Includes 100,000 shares of common stock owned by Donehew Fund Limited
      Partnership, of which Donehew Capital LLC, a Georgia limited liability
      company, is the general partner; Mr. Donehew is the manager of Donehew
      Capital LLC. Also includes 280,000 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



      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 110,000 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

      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, secretary and
director, is also chief financial officer of R.D. Garwood, Inc.

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

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



ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

                                            2006                 2005
                                       --------------       ---------------
      Audit Fees(1)                      $   29,418           $    24,745

      Tax Fees                                    0                     0
                                       --------------       ---------------
              Total                      $   29,418           $    24,745
                                       ==============       ===============

__________________________

(1)   Represents the aggregate fees billed for professional services rendered by
      our principal accountant for the audit of our annual financial statements
      for the years ended August 31, 2006 and August 31, 2005 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



                                   SIGNATURES

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

Dated: December 3, 2006              GOLF ROUNDS.COM, INC.
                                     (Registrant)


                                     By: /s/ Robert H. Donehew
                                         -------------------------
                                     Name: Robert H. Donehew
                                     Title: President, Treasurer and Secretary


      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/ Robert H. Donehew       President, Treasurer, Secretary    December 3, 2006
-------------------------   and Director (Principal
Robert H. Donehew           Executive and Principal
                            Accounting and Financial
                            Officer)


/s/ Anthony Charos          Director                           December 3, 2006
-------------------------
Anthony Charos


                                       21



                                  EXHIBIT INDEX



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

     1.1             Agreement and Plan of Merger                                       A                  2.1

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

     3.1             Certificate of Incorporation                                       A                  3.1

    3.1.1            Bylaws                                                             A                 3.1.1

     10.1            Stock Purchase Agreement, dated January 18, 2000, among            B                  2.1
                     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

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

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

     10.4            Form of option agreement, dated December 28, 2000                  D                 10.9
                     between the Company and each of John F. McCarthy, III
                     and Robert H. Donehew

    10.4.1           Schedule of option agreements in the form of Exhibit               F                10.9.2
                     10.4, including material detail in which such documents
                     differ from Exhibit 10.4



                                       22



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

     10.5            Form of option agreement between Company and each of               H
                     John F. McCarthy, III, Robert H. Donehew and Anthony
                     Charos

    10.5.1           Schedule of option agreements in the form of Exhibit
                     10.5, including material detail in which such documents
                     differ from Exhibit 10.5

     10.6            Form of option agreement between Company and each of         Filed herewith
                     Robert H. Donehew and Anthony Charos

    10.6.1           Schedule of option agreements in the form of Exhibit         Filed herewith
                     10.6, including material detail in which such documents
                     differ from Exhibit 10.6

     10.7            Code of Ethics                                                     G                 10.16

     31.1            Section 302 Certification                                          H

     31.2            Section 302 Certification                                          H

     32.1            Section 906 Certification                                          H

     99.1            Risk Factors                                                       H                 99.1


____________________________

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

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

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

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

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

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

G     Company's Annual Report on Form 10-KSB for the year ended August 31, 2004.

H     Company's Annual Report on Form 10-KSB for the year ended August 31, 2005.


                                       23`