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, 2003
                           -----------------

                                  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            (I.R.S. Employer Identification No.)
  of Incorporation or Organization)


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 ____ No X


     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: $25,514.

     At October 20, 2003, the aggregate market value of the common stock held by
non-affiliates of the issuer was $2,448,081.

     At, October 20, 2003, 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, 2002

                                TABLE OF CONTENTS

SECTION                                                                 PAGE NO.

PART I   ......................................................................3
         ITEM 1.      DESCRIPTION OF BUSINESS..................................3
         ITEM 2.      DESCRIPTION OF PROPERTIES...............................11
         ITEM 3.      LEGAL PROCEEDINGS.......................................11
         ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....11
PART II.......................................................................12
         ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                      MATTERS.................................................12
         ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS.....................13
         ITEM 7.      FINANCIAL STATEMENTS....................................15
         ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                      ON ACCOUNTING AND FINANCIAL DISCLOSURE..................29
         ITEM 8A.     CONTROLS AND PROCEDURES.................................29

PART III......................................................................29
         ITEM 9.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......29
         ITEM 10.    EXECUTIVE COMPENSATION...................................30
         ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                     OWNERS AND MANAGEMENT....................................32
         ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........34
         ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K.........................34

                                       2

<PAGE>






                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

General

     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.

Proposed Acquisition

     Implementing  our business  plan,  on September 19, 2003, we and our wholly
owned  subsidiary,  DPE  Acquisition  Corp.  ("Merger  Sub"),  entered  into  an
agreement  and  plan  of   reorganization   and  merger  with  Direct  Petroleum
Exploration,  Inc.  Direct  Petroleum is a  development-stage  company that owns
patented  technology for the direct  detection of hydrocarbon  reserves.  Direct
Petroleum's  technology has been used successfully  outside of the United States
for more than two years.

     The Merger  Agreement  provides  for the merger of Merger Sub with and into
Direct Petroleum, with Direct Petroleum surviving the merger as our wholly owned
subsidiary.  The merger is expected to be  consummated  in the first  quarter of
2004.

     Merger Consideration

     At the time the articles of merger are filed with the Secretary of State of
the State of  Colorado to effect the merger,  all of the  outstanding  shares of
common stock of Direct Petroleum held by all of Direct Petroleum's  shareholders
shall be converted into an aggregate of 5,909,789 shares ("Transaction  Shares")
of our common stock,  subject to adjustment  as described  below.  The number of
Transaction Shares issued in the merger, prior to any adjustment, shall be equal
to 60% of our outstanding  common stock on a post-closing basis giving effect to
(a)  all  outstanding  shares  of our  common  stock,  (b) the  issuance  of the
Transaction  Shares,  and (c) the issuance of shares our common stock as payment
of the finders fee  described  below.  The total  number of shares of our common
stock  described in the foregoing  clauses (a), (b) and (c), as may be adjusted,
are referred to herein as the "outstanding shares."

     The above described  merger  consideration  is subject to adjustment if, on
the closing date of the merger and immediately  prior to the effective time, our
cash  position (as described  below) is less than  $2,600,000,  then  additional
Transaction  Shares shall be issued to the  shareholders of Direct  Petroleum so
that Direct  Petroleum's  ownership  percentage is increased by 0.02  percentage
points  for  each  $1,000  of  shortfall.  Notwithstanding  the  foregoing,  the
aggregate  number of Transaction  Shares issued at the effective time (as may be
adjusted) shall not exceed 62% of the outstanding shares.  "Cash position" means
the sum of our cash and  marketable  securities  as of the closing date plus the
amount  of  our  prepaid  directors  and  officers  liability  insurance  policy
premiums, less all accrued liabilities,  including the costs and expenses of the
merger.

                                       3
<PAGE>

     Change of Control

     The  merger  will  result  in a change  of  control  of our  company.  Upon
consummation of the merger,  the  shareholders of Direct  Petroleum will hold at
least 60% of our outstanding shares. In addition, our current board of directors
and  executive  officers  resign at the effective  time.  The board of directors
immediately  following the effective time will consist of six persons designated
by Direct Petroleum and one person designated by the outgoing board as described
below under "Post Merger Management."

     Escrow

     Ten percent of the  Transaction  Shares that are otherwise  issuable to the
shareholders of Direct Petroleum  (including ten percent of any shares issued as
an adjustment) shall be placed into escrow.  These shares shall be released from
escrow in  accordance  with the terms of an escrow and remedy  agreement  by and
among the parties.

     We shall be  entitled  to the return of all or a portion of the shares held
in escrow as its sole remedy for  damages  that it may suffer as a result of (i)
the  operation  of Direct  Petroleum on or prior to the closing date or (ii) the
breach  of any of Direct  Petroleum's  covenants,  representations,  warranties,
agreements,  obligations  or  undertakings  contained  in the Merger  Agreement.
Claims for  relief  under the escrow by us must be made on or prior to the first
anniversary of the closing date.

     The number of shares  held in escrow,  if any,  to be  returned  to us upon
resolution of any claim for damages  shall be determined in accordance  with the
formulas  set forth in the Merger  Agreement.  If any shares  held in escrow are
released to us, then all such shares  shall be  immediately  canceled by us upon
receipt and no longer deemed outstanding. If less than all of the shares held in
escrow are released to us, then the shares to be so released  shall be taken pro
rata from each  Direct  Petroleum  shareholder's  portion of the shares  held in
escrow.  Any  shares  remaining  in escrow  after the first  anniversary  of the
closing date and  resolution  of any claims  brought  during the escrow  period,
shall be distributed pro rata to the Direct Petroleum shareholders.

     Additional Share Issuance

     Our board of  directors,  on behalf of the Direct  Petroleum  shareholders,
shall be entitled to compel us to issue to the Direct Petroleum shareholders, as
a group,  additional  shares of our  common  stock up to an amount  equal to the
number of  shares  held in escrow as the  Direct  Petroleum  shareholders'  sole
remedy for any  damages  they may suffer as a result of the breach of any of our
or  our  Merger  Sub's  covenants,   representations,   warranties,  agreements,
obligations  or  undertakings  contained  in the  Merger  Agreement.  Claims for
additional  shares  must be made on or prior  to the  first  anniversary  of the
closing  date.  The  number of  additional  shares  to be  issued to the  Direct
Petroleum  shareholders  upon  resolution  of any  claim  for  damages  shall be
determined in accordance with the formulas set forth the Merger Agreement.

     Post-Merger Management

     Director and Officer Resignations - to occur at consummation of Merger

     Robert H. Donehew  (president,  treasurer and director),  John F. McCarthy,
III  (chairman,  secretary  and  director)  and Anthony  Charos  (director)  are
currently our executive  officers  and/or  directors.  Immediately  prior to the
effective  time,  they shall vote to increase the size of the board of directors
to seven (7)  members,  Messrs.  Donehew  and Charos  shall  then  resign at the
effective time from their then current  positions and Mr.  McCarthy shall remain
as a director in order to appoint six persons  selected by Direct  Petroleum  to
the six newly  created  directorships.  After such  appointments  are made,  Mr.
McCarthy  will  resign  and the six  new  directors  shall  appoint  one  person
previously selected by our current board of directors as a director.

                                       4
<PAGE>

     Gendelman Employment - Post-Merger

     On the closing date, we will enter into a three-year  employment  agreement
with Edward Gendelman.  Mr. Gendelman will serve as the co-chairman of our board
of directors and his duties will include primary responsibility for our strategy
and  operations  and the  supervision  our  chief  executive  officer  and other
management personnel. Mr. Gendelman will be required to devote at least two days
per week of his business time to our  business.  During the first six (6) months
of the employment  term, Mr.  Gendelman's  base salary will be $96,000 per year.
Thereafter, he will be entitled to have his base salary increased to $120,000 at
such time as we first achieve $500,000 of EBITDA (as determined in good faith by
the board of directors and Mr. Gendelman).

     The employment agreement will be automatically  renewable for an additional
year at Mr. Gendelman's  election and thereafter,  for additional one-year terms
by either party,  unless either party provides written notice to the other party
of an  intention  not to renew at least ninety days prior to the end of the then
current one-year period.  Notwithstanding the foregoing,  we shall each have the
right to terminate the  employment  agreement at any time for any reason upon 90
days prior written notice to the other party

     Under the terms of Mr. Gendelman's employment agreement,  in the event that
(i) we have not located and hired a full-time chief  executive  officer prior to
the closing date or (ii) Mr. Gendelman  elects,  in his sole discretion prior to
closing  date  and  prior  to the  date  that we have  hired a  full-time  chief
executive  officer,  to serve as our full-time  co-chairman  and chief executive
officer,  we will employ Mr. Gendelman as our full-time chief executive  officer
and Mr. Gendelman shall accept such employment under the terms of the employment
agreement as modified as described  below.  In this event,  during the first six
months of employment  in his capacity as both  co-chairman  and chief  executive
officer, Mr. Gendelman's base salary will be $200,000 per year.  Thereafter,  he
will be entitled to have his base salary  increased to $250,000 per year at such
times as we first achieve $500,000 of EBITDA (as determined in good faith by our
board of directors and Mr. Gendelman).  During such time as Mr. Gendelman serves
as our chief  executive  officer,  neither of us may  terminate  the  employment
agreement  unless  and  until we have  located  and  hired a  replacement  chief
executive officer.

     During his employment with us as our part-time  co-chairman,  Mr. Gendelman
may engage in other  business  activities as long as such  activities are not in
direct conflict with our primary business.  During his employment with us as our
full-time  chief  executive  officer,  Mr.  Gendelman may serve as a director of
other  corporations  and may engage in other businesses as long as such business
activities  are not in conflict  with our primary  business  and as long as such
activities  have  been  approved  in  advance  by a  majority  of our  board  of
directors.

     Faris Employment - Post-Merger

     On the closing  date,  we will enter into a one-year  employment  agreement
with  George  Faris.  Mr.  Faris will serve as the  co-chairman  of our board of
directors  and his duties will include  presiding  over meetings of our board of
directors,   as  well  as  supervising  our  investor  relations  and  corporate
communication programs and regulatory compliance  activities.  Mr. Faris will be
required  to  devote  at least  two days  per week of his  business  time to our
business.  During the first six (6) months of the  employment  term,  Mr. Faris'
base salary will be $96,000  per year.  Thereafter,  he will be entitled to have
his base salary  increased to $120,000 at such time as we first achieve $500,000
of EBITDA (as determined in good faith by our board of directors and Mr. Faris).
The employment agreement will be automatically  renewable for an additional year
at Mr. Faris' election.  Notwithstanding  the foregoing,  we shall each have the
right to terminate the  employment  agreement at any time for any reason upon 90
days prior written notice to the other party. During his employment with us, Mr.
Faris may engage in other business activities as long as such activities are not
in direct conflict with our primary business.

                                       5

<PAGE>

     Test Wells Covenant and Closing Condition

     As soon as commercially  practicable  following the execution of the Merger
Agreement, for purposes of testing and proving its technology,  Direct Petroleum
shall commence operations  necessary to conduct a survey of potential oil and/or
gas exploration areas using Direct Petroleum's proprietary technology,  identify
potential  test well sites (if any),  arrange for mineral rights and arrange for
access to and  drilling  rights at such sites.  Direct  Petroleum  shall keep us
informed  of its  progress  in each  phase of the  test  wells  procedure.  Upon
completion  of the first  two  wells  under  the test  wells  procedure,  Direct
Petroleum  shall  deliver to us a report  prepared in  accordance  with  certain
prescribed  parameters and upon completion of the final two wells under the test
wells procedure, Direct Petroleum shall deliver to us a final report prepared in
accordance  with the  certain  prescribed  parameters.  All costs  and  expenses
relating  to the test wells  procedure  and the  preparation  of the initial and
final test wells procedure results reports shall be the responsibility of Direct
Petroleum.

     Our obligation to consummate the merger is conditioned upon at least two of
the four test wells  being  successful,  as well as certain  other  intermediate
parameters  relating  to the test  wells  and the  financing  of the Test  Wells
Procedure. The test well shall be deemed successful if it results in the finding
of  "commercial  quantities"  of oil  and gas as such  term  is  defined  in the
Schedule 6.5 to the Merger Agreement.

     Other Covenants

     The Merger  Agreement  contains  other usual and customary  covenants  with
respect to the  operation  of our  business  and Direct  Petroleum  through  the
closing  date,  including  the  requirements  that  the  parties  conduct  their
respective operations in the normal course.

     Other Conditions to Merger

     The  merger  is  subject  to a number  of other  conditions  including  the
requirements   that  (i)  the  merger  be  approved  by  the  Direct   Petroleum
shareholders  (in which  regard,  the holders of a majority  of the  outstanding
Direct  Petroleum  stock have agreed to vote all of their shares for approval of
the merger),  (ii) an information statement be prepared by us and distributed to
our  shareholders not less than ten days prior to the closing in compliance with
the  requirements  of Section  14(f) of the  Exchange  Act,  (iii) we receive an
opinion from Dresner  Securities  Inc.  indicating that the terms of the merger,
including the finders fee (described  below) are fair to our shareholders from a
financial  point of view, (iv) we have a cash position at the closing date of at
least $2,500,000 and (v) Direct Petroleum's "accrued liabilities" (as defined in
the Merger  Agreement)  shall not exceed  $100,000  in the  aggregate  as of the
closing date. In each instance,  the party not obligated to perform or meet such
conditions shall be entitled to waive the condition.

     Exclusivity

     Unless and until the Merger  Agreement shall have been terminated  pursuant
to its  terms,  none  of the  parties,  their  respective  directors,  officers,
employees and other representatives,  or any of (i) Wavetech Geophysical,  Inc.,
(ii) Wavenet Communications, LLC and (iii) Advanced Petroleum Technologies, Inc.
(each a  Direct  Petroleum  shareholder)  shall  be  entitled  to,  directly  or
indirectly,  solicit,  institute,  initiate, pursue or enter into any inquiries,
discussions,  proposals or negotiations  with any person  concerning any merger,
sale of  substantial  assets,  tender offer,  sale of shares of stock or similar
transaction  involving any of the parties or disclose,  directly or  indirectly,
any information not  customarily  disclosed to the public  concerning any of the
parties,  afford to any other person access to the properties,  books or records
of any of the parties,  or otherwise  assist any person preparing to make or who
has made  such an  offer,  or enter  into any  agreement  with any  third  party
providing for a business combination  transaction,  equity investment or sale of
significant amount of assets of any of the parties.

                                       6
<PAGE>

     Termination

     The  transactions  contemplated  by the merger may be terminated  under the
following limited circumstances:

     1.   By mutual written consent of the parties;

     2.   By either us or Direct Petroleum if, without fault of such terminating
          party,  the  merger  is not  consummated  on or  prior  to  six  month
          anniversary of the execution of the Merger Agreement.

     3.   By either us or Direct Petroleum (if the terminating party is not then
          in material breach of its obligations  under the Merger  Agreement) if
          (i) a  material  default  or breach is made by the  other  party  with
          respect to the due and timely  performance  of any of its  obligations
          contained under the Merger  Agreement and such default cannot be cured
          within 30 days,  or (ii) if any of the other  party's  representations
          and warranties (a) made without any materiality standard, are not true
          and  correct  in all  material  respects  as of the  date  the  Merger
          Agreement was executed and as of the closing date or (b) made with any
          materiality  standard,  are not true and correct in all respects as of
          the date the Merger Agreement was executed and as of the closing date;

     4.   By either us or Direct Petroleum if we are unable to obtain a fairness
          opinion in customary form from Dresner  Securities Inc.  stating that,
          in substance,  the terms of the merger (including the finders fee) are
          fair to our stockholders from a financial point of view; or

     5.   By either us or Direct Petroleum if the closing conditions relating to
          the Test Wells Procedure and the financing thereof are not met.

     If the Merger  Agreement is  terminated  because  there has been a material
default  or breach by one of the  parties  with  respect  to the due and  timely
performance of any of its  obligations  which cannot be cured within 30 days, or
there has been any  breach  of any  representation  or  warranty  in a  material
respect,  then the non-terminating party shall, within five days of termination,
pay or reimburse  the  terminating  party for all the  documented  out-of-pocket
reasonable fees and expenses  incurred by the terminating  party  (including the
reasonable  fees and  expenses  of its  counsel,  accountants,  consultants  and
advisors)  in  connection  with  the  Merger   Agreement  and  the  transactions
contemplated by the Merger Agreement. Unless such termination is with respect to
a breach of a  representation  or warranty  deemed to be made at the closing (as
opposed to upon execution of the Merger Agreement) and such breach was caused by
factors within the control of the  non-terminating  party,  then the terminating
party's right to pursue all legal  remedies for breach of contract or otherwise,
including damages, will survive such termination unimpaired.

     Finders Fee

     If the merger is consummated,  we shall pay at the effective time a finders
fee to George Faris,  David Nagelberg and Ronald Heller pursuant to the terms of
the Finders Fee Agreement.  Messrs. Faris, Nagelberg and Heller introduced us to
Direct Petroleum. Messrs. Nagelberg and Heller are principal shareholders of our
company. The fee will be paid by issuing them the following shares of our common
stock: (i) to George Faris,  shares equal to 2.5% of the our outstanding shares;
and (ii) to Messrs. Nagelberg and Heller,  together,  shares of our common stock
equal to 2.5% of our outstanding shares.  Assuming no adjustment  resulting from
our cash position on the closing date as described  above,  the aggregate number
of shares our common stock to be issued as the fee shall be 492,482.

                                       7
<PAGE>

Our Business Plan, if the Direct Petroleum Transaction is Not Consummated

     Although  we have signed a Merger  Agreement  with  Direct  Petroleum,  the
consummation of the merger is subject to many  conditions,  If the merger is not
consummated  we  intend  to  continue  to use  our  available  working  capital,
(currently  approximately  $2,722,500),  capital stock, debt or a combination of
these to effect  another  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
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;

                                       8
<PAGE>

     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
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.

                                       9
<PAGE>

     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.

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  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.

                                       10
<PAGE>

     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 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.  If the previously  described merger with
Direct Petroleum is consummated,  we anticipate the Direct Petroleum's principal
executive offices will be located in Denver, Colorado.


ITEM 3. LEGAL PROCEEDINGS.

     None.


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

     None.

                                       11

<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 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.


---------------------------- --------------------------- -----------------------
Period                       High($)                     Low($)
---------------------------- --------------------------- -----------------------
Fiscal 2004
  First Quarter*             1.80                         0.67

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

Fiscal 2002
  Fourth Quarter             0.95                         0.79
  Third Quarter              0.90                         0.75
  Second Quarter             0.90                         0.75
  First Quarter              0.85                         0.77

* Through October 20, 2003.

Holders

     As of October 20,  2003,  there were 3,247  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 retain
all earnings, if any, for use in our business operations and, accordingly, we do
not anticipate declaring any dividends in the foreseeable future.

                                       12

<PAGE>


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.  For the year  ended  August  31,  2003
interest  income was  $25,514,  as compared to $40,913 for the year ended August
31, 2002. The decline in interest income for the year ended August 31, 2002, was
due to  the  reduction  in  U.S.  Treasury  Securities  and  money  market  fund
investments  owned by us, which are reported as cash and cash  equivalents,  and
lower rates of return on such investments.

General,  administrative  and other  expenses  were  $168,087 for the year ended
August 31, 2003, as compared to $195,206 for the year ended August 31, 2002. The
net decrease in general,  administrative and other expenses was due primarily to
the reduction of payroll,  related  costs and  professional  fees,  offset by an
increase in Directors' and Officers' liability insurance.

General,  administrative  and other  expenses for the year ended August 31, 2003
consisted primarily of payroll and related employer taxes of $46,277, directors'
and officers'  liability  insurance of $52,733,  legal and due diligence fees of
$23,378,  audit and  accounting  fees of  $23,207,  office  sharing of  $10,800,
stockholder services of $6,280, and state income and franchise taxes of $3,751.

Depreciation  expense was $- 0 - for the year ended  August 31, 2003 as compared
to $518 for the year ended  August 31,  2002.  The cost of  equipment  was fully
depreciated as of August 31, 2002.

Liquidity and Capital Resources

At August 31,  2003,  cash and cash  equivalents  were  $2,703,127  and  working
capital  was  $2,722,518.  Money  market  funds of  $694,634  earn  interest  at
approximately 0.5% annually.  U.S. Treasury  Securities of $1,999,680 matured in
September 2003 and earned interest at approximately 1.1% annually.

If the merger is  consummated,  the Company's  working  capital after the merger
will be largely comprised of our then remaining current cash assets. The Company
anticipates that after the merger it will use substantially all its then working

                                       13
<PAGE>

capital to fund the  operations  of the  acquired  business.  In  addition,  the
Company  believes  that the new  business  operations  will  require  additional
capital to fund  operations  and the further  development  and  marketing of the
acquired  technologies.  Currently,  the  working  capital  of the  Company on a
non-merged  basis is  sufficient  to last for more  than 24  months,  but if the
merger is consummated  there can be no assurance  that the then working  capital
will be sufficient for the anticipated  combined  operations  which will consist
largely of the acquired business.  At the time of the merger, there will have to
be an assessment of the capital needs of the Company on a going forward basis to
determine  the  future  funding   requirements.   The  Company  has  no  funding
commitments at this time for its business or that of the acquired business.  The
Company  currently  believes that if it needs capital in the future,  it will be
able to raise capital through sales of its equity and  institutional or investor
borrowings,  although  the Company  cannot  assure you it will be able to obtain
such capital.





                                       14
<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, 2003.............................F-2

             Statements of Operations for years ended
                 August 31, 2003 and 2002....................................F-3

             Statements of Stockholders' Equity for years ended
                 August 31, 2003 and 2002....................................F-4


             Statements of Cash Flows for years ended August 31, 2003 and
                 2002........................................................F-5

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



                                       15

<PAGE>
Bederson & Company LLP
405 Northfield Avenue
West Orange, New Jersey 07052
(973) 736-3333 Fax: (973) 736-3367, 8786

Insolvency and Litigation Fax: (973)736-9219






                          INDEPENDENT AUDITORS' REPORT



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

We have audited the accompanying  balance sheet of Golf Rounds.com,  Inc., as of
August 31, 2003 and the related statements of operations,  stockholders'  equity
and cash flows for the years  ended  August 31, 2003 and 2002.  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, 2003 and the results of its  operations  and cash flows for the years
ended  August  31,  2003  and  2002 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 30, 2003













                                       F-1

 Member of AGN International with offices in principal cities worldwide and the
       AICPA for CPA Firms - SEC and Private Companies Practice Sections


<PAGE>


                              GOLF ROUNDS.COM, INC.
                                  BALANCE SHEET
                                 AUGUST 31, 2003





                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                          $2,703,127
  Deferred merger costs                                                  50,680
  Prepaid expenses                                                       36,667
                                                                  -------------


  TOTAL CURRENT ASSETS                                               $2,790,474
                                                                     ==========



           LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable and accrued expenses                            $     67,956
                                                                   ------------

  TOTAL CURRENT LIABILITIES                                              67,956
                                                                   ------------

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                                                (2,085,821)
                                                                    -----------

  TOTAL STOCKHOLDERS' EQUITY                                          2,722,518
                                                                    -----------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $2,790,474
                                                                     ==========




















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

                                       F-2


<PAGE>


                              GOLF ROUNDS.COM, INC.
                            STATEMENTS OF OPERATIONS
                      YEARS ENDED AUGUST 31, 2003 AND 2002

<TABLE>
<CAPTION>
<S>                                                       <C>                   <C>

                                                           2003                 2002
                                                        ----------           ------------

EXPENSES:
  General, administrative and other                    $  168,087            $ 195,206
  Depreciation                                              -                      518
                                                        ------------        -------------

  TOTAL EXPENSES                                          168,087              195,724
                                                        ------------        -------------

OPERATING LOSS BEFORE UNUSUAL ITEMS                      (168,087)            (195,724)
                                                        ------------        -------------

UNUSUAL ITEMS:
  Cost to defend against and settle a lawsuit               -                  (52,707)
  Refund of Directors' and Officers'
    liability insurance premium                             -                   34,500
                                                        -------------        -------------

  TOTAL UNUSUAL ITEMS                                       -                  (18,207)
                                                        -------------        -------------

LOSS FROM OPERATIONS                                     (168,087)            (213,931)
                                                        -------------        -------------

OTHER INCOME (EXPENSE):
  Interest and dividends                                   25,514               40,913
  Loss on sale of marketable securities                     -                  (12,422)
                                                        -------------         -------------

  TOTAL OTHER INCOME (EXPENSE)                             25,514               28,491
                                                        --------------        -------------

NET LOSS                                                $(142,573)           $(185,440)
                                                        ==============       =============

BASIC AND DILUTED NET LOSS PER COMMON SHARE             $    (.04)           $    (.05)
                                                        ==============       ==============

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                      3,447,377            3,447,377
                                                        =============        =============

</TABLE>

















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

                                       F-3


<PAGE>

                              GOLF ROUNDS.COM, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                      YEARS ENDED AUGUST 31, 2003 AND 2002







<TABLE>
<CAPTION>
<S>                                            <C>              <C>                    <C>              <C>             <C>
                                                                                  Additional
                                                 Common Stock                     Capital in                               Total
                                            -----------------------------          Excess of        Accumulated        Stockholders'
                                             Shares           Par Value            Par Value         Deficit             Equity
                                          -----------        -----------         -------------   ----------------       -----------


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

  Net loss                                     -                  -                    -              (185,440)           (185,440)
                                          -----------        ------------        ------------      -----------          ----------

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


  Net loss                                     -                   -                   -              (142,573)           (142,573)
                                          -----------        -------------        ------------     ------------         -----------

BALANCE - August 31, 2003                   3,447,377          $   34,473          $4,773,866      $(2,085,821)         $2,722,518
                                            =========          ==========          ==========      ===========          ==========

</TABLE>

















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

                                       F-4


<PAGE>


                              GOLF ROUNDS.COM, INC.
                            STATEMENTS OF CASH FLOWS
                      YEARS ENDED AUGUST 31, 2003 AND 2002









<TABLE>
<CAPTION>
<S>                                                       <C>               <C>

                                                          2003              2002
                                                     -------------     ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                           $  (142,573)       $  (185,440)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      Loss on sale of marketable securities                  -               12,422
      Depreciation                                           -                  518
      Increase or decrease in:
        Deferred merger costs                            (50,680)               -
        Prepaid expenses                                  (1,453)           (15,089)
        Accounts payable                                  35,125             29,681
        Litigation settlement payable                    (30,000)            30,000
        Accrued liabilities                              (10,119)            (8,492)
                                                       ------------       ------------

  NET CASH USED BY OPERATING ACTIVITIES                 (199,700)          (136,400)
                                                        -----------       ------------

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
  Proceeds from sale of marketable securities                -               89,198
                                                        -----------        -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS               (199,700)           (47,202)

CASH AND CASH EQUIVALENTS - beginning                  2,902,827          2,950,029
                                                       ------------       ------------

CASH AND CASH EQUIVALENTS - ending                    $2,703,127         $2,902,827
                                                      ============       ============
</TABLE>























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

                                       F-5


<PAGE>



103872.6
                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2003 AND 2002




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  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,  which 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.

          However,  certain  changes in  circumstances  may cause the Company to
          change  its  intent to hold a certain  security  to  maturity  without
          calling  into  question  its intent to hold other debt  securities  to
          maturity   in  the   future.   Thus,   the  sale  or   transfer  of  a
          held-to-maturity  security due to one of the changes in  circumstances
          specified in Financial Accounting Standard 115 shall not be considered
          to be inconsistent with its original  classification.  These specified
          circumstances  include,  among  others,   evidence  of  a  significant
          deterioration in the issuer's creditworthiness.

          In addition to the specified  changes in  circumstances,  other events
          that  are  isolated,  nonrecurring,  and  unusual  for  the  reporting
          enterprise that could not have been  reasonably  anticipated may cause
          the enterprise to sell or transfer a held-to-maturity security without
          necessarily  calling  into  question  its  intent to hold  other  debt
          securities to maturity.

          Gains and losses on the sale of investment  securities  are determined
          using the specific identification method.






                                       F-6


<PAGE>


                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2003 AND 2002




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          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.

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

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

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

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

          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 year.  Common  stock
          equivalents  are  not  considered  in  loss  years  because  they  are
          anti-dilutive.

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

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






                                       F-7


<PAGE>


                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2003 AND 2002


NOTE 3 - MARKETABLE EQUITY SECURITIES

          In  June  2001,  the  Company  purchased  the  following   marketable,
          mandatorily  redeemable,  equity securities that management classified
          as held until maturity:
<TABLE>
<CAPTION>
                        <S>                                                 <C>
                                                                           Cost
          Enron Capital LLC, preferred stocks, 8% cumulative dividend,   ---------
          maturing in more than ten (10) years (i.e., 2048)              $101,620
</TABLE>



          Since these  securities  were purchased  shortly before year end 2001,
          management  elected to begin  amortizing  the $1,620  premium on these
          securities in 2002 due to  immateriality.  No securities  were sold in
          fiscal 2001.

          Although  management intended to hold these securities until maturity,
          during  the first  quarter of 2002,  management  decided to sell these
          securities  when they perceived a decline in the credit  worthiness of
          the issuer - Enron Capital LLC. The Company realized a $12,422 loss on
          the sale of these securities.


NOTE 4 - REFUND OF DIRECTORS' AND OFFICERS' LIABILITY INSURANCE PREMIUM


          During  the year  ended  August  31,  2002,  the  Company  received  a
          non-recurring  refund of an insurance premium for $34,500 that related
          to Directors' and Officers'  liability  insurance because the coverage
          was not properly secured by the insurance agent.  This unusual gain is
          presented as a separate component of the net loss from operations. The
          Company has Director and Officers' liability coverage as of August 31,
          2003 and 2002.


NOTE 5 - INCOME TAXES

          The Company had net operating  loss  carryforwards  ("NOLs") at August
          31,  2003  and  2002,  of  approximately  $1,178,000  and  $1,030,000,
          respectively,  for Federal income tax reporting purposes, $771,000 and
          $876,000,  respectively,  for  New  Jersey  State,  and  $594,000  and
          $502,000,   respectively,  for  Georgia  State  income  tax  reporting
          purposes.  These losses create a deferred tax asset at August 31, 2003
          and 2002. 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, 2003 and 2002 are approximately as follows:

                                                     2003             2002
                                                   ----------       ----------

                 Federal                           $ 42,000          $ 55,000
                 Georgia                              5,000            12,000
                 New Jersey                             -                -
                                                   ---------        -----------
                                                     47,000            67,000
                 Valuation allowance                (47,000)          (67,000)
                                                   ---------        -----------

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



                                       F-8


<PAGE>


                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2003 AND 2002


NOTE 5 - INCOME TAXES (Continued)

          The net  increase in the  valuation  allowance  of $47,000 and $67,000
          during the years ended August 31, 2003 and 2002, 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.

          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:

                                                2003             2002
                                             ----------       ----------
                 Deferred tax asset:
                   Federal NOLs              $330,000         $ 288,000
                   Georgia NOLs                30,000            25,000
                   New Jersey NOLs             66,000            66,000
                                            ----------         ---------
                                              426,000           379,000
                 Valuation allowance         (426,000)         (379,000)
                                            ----------          --------

                 Net deferred tax asset     $      -         $      -
                                          ==============     =============
<TABLE>
<CAPTION>
                  <S>                          <C>                         <C>                    <C>

           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                        156,000                         -                    169,000
                                         -----------                ---------------             ---------

                                          $1,178,000                       $771,000              $594,000
                                          ==========                       ========              ========
</TABLE>

NOTE 6 - 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.  Several  stockholders and a director of the
          Company  were  associated  with  Meyerson.  The gross  proceeds,  less
          commissions,  non-accountable  expenses,  and  other  expenses  of the
          offering of  approximately  $83,000,  resulted in net  proceeds to the
          Company of approximately $1,567,000.







                                       F-9


<PAGE>


                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2003 AND 2002


NOTE 6 - 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.  As of  January  31,  2003 the
          Chairman of the Board of Directors is no longer a salaried employee.

          On March 1, 2000, the Company executed a  month-to-month  agreement to
          sub-lease  office space and share office  equipment and a bookkeeper's
          time  for  $900 a month  from R. D.  Garwood,  Inc.  ("Garwood").  The
          Company's  president/treasurer  is  the  chief  financial  officer  of
          Garwood.  The  Company's  expense  for  these  shared  facilities  and
          bookkeeping  services  was $10,800 for each of the years ended  August
          31, 2003 and 2002.

          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.

          In relation  to the merger  described  in Note 9, the Company  entered
          into an agreement to pay a finder's fee to two (2) related  parties if
          the merger is consummated. The fee will be paid in common stock of the
          Company. See Note 9 for details of the finder's fee.

NOTE 7 - STOCK OPTIONS

          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.

          On March 13, 2000 the Board of Directors granted an option to purchase
          20,000 shares of the Company's  common stock,  at an exercise price of
          $2.5625, to three of the Company's directors. On May 3, 2000 the Board
          of  Directors  granted  an option  to  purchase  20,000  shares of the
          Company's  common  stock,  at an  exercise  price  of  $2.625,  to the
          Company's  other  director.  The exercise  price of these  options was
          equal to or exceeded the fair market value of the underlying shares of
          common stock as of the grant date.  These options shall be exercisable
          for a period of five (5) years from the date of grant.

          On March 16, 2000, the Board of Directors  granted options to purchase
          200,251  shares of the Company's  common stock at a price of $1.50 per
          share to certain individuals designated by Meyerson. See Note 6.

          On  December  28,  2000,  the Board of  Directors  granted  options to
          purchase the Company's  common stock at an exercise  price of $1.30 to
          corporate officers 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 officers' options was equal to or exceeded
          the fair market value of the  underlying  shares of common stock as of
          the grant date. These officers' options were initially exercisable for
          five (5) years. On December 3, 2001, the Board of Directors  consented
          to modify the officers'  options so that they shall be exercisable for
          a period of ten (10) years from the date of grant.  The  extension  of
          the  exercise  period  did not  result in a charge to  operations,  as
          required by the  variable  option  accounting,  because  the  extended
          options have no intrinsic  value as measured by the excess of the fair
          market  value of the  option  shares  over the  exercise  price of the
          options on the measurement date.





                                      F-10


<PAGE>


                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2003 AND 2002


NOTE 7 - STOCK OPTIONS (Continued)

          On  December  3,  2001 the  Board of  Directors  granted  an option to
          purchase  40,000 shares of the Company's  common stock, at an exercise
          price of  $.60,  to each of the  Company's  four  (4)  directors.  The
          exercise  price of these  options was equal to or exceeded  the 75% or
          the market  price of the  underlying  shares of common stock as of the
          grant date.  These  options shall be  exercisable  for a period of ten
          (10)  years  from the date of grant.  These  options  were  granted to
          Directors for serving on the Board of Directors during the years ended
          August 31, 2002 and 2001.

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

          In March and May 2003,  the Board of Directors,  by unanimous  consent
          awarded  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 five (5) year period commencing
          on the grant date, as follows:

                  2 Directors at exercise price of $0.50 on March 14, 2003, and
                  1 Director at an exercise price of $0.52 on May 13, 2003.

          Financial  reporting  of the  options  issued  to  Directors  has been
          prepared pursuant to the Company's policy of following APB No. 25, and
          related interpretations, in accounting for its employee stock options.
          Had the Company accounted for these options in accordance with FAS 123
          and 148 there would have been an increase in  compensation  expense of
          approximately  $4,100and  $98,000 for the years ended  August 31, 2003
          and 2002, as presented and discussed below.

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

          The following  table shows  assumptions  and  information  used in the
          Black-Scholes  option-pricing  model to estimate the fair value of the
          options granted during the years ended August 31, 2003 and 2002:
<TABLE>
<CAPTION>
                         <S>                                   <C>                   <C>

                                                             2003                   2002
                                                          ----------             --------------
                  Options granted                           30,000                  160,000
                  Options modified                             -                     65,000
                  Directors granted options                    3                        4
                  Expected forfeitures per year                0 %                      0 %
                  Stock price                                $ .50                   $ .51
                  Exercise price                          $.50 to $.52          $.60 to $1.30
                  Expected life of options                  5 years                10 years
                  Risk-free interest rate                      .6 %                  1.58 %
                  Expected volatility                          43 %                   107 %
                  Expected dividend yield                       0 %                     0 %


</TABLE>




                                      F-11


<PAGE>


                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2003 AND 2002


NOTE 7 - STOCK OPTIONS (continued)

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

                                                      2003             2002
                                                  ----------       ----------

                 Net loss per common share:
                   As reported                    $(142,573)        $(185,440)
                   Pro forma                       (146,714)         (283,665)

                 Net loss per common share:
                   As reported                        $(.04)            $(.05)
                   Pro forma                           (.04)             (.08)


          The  additional  effects of accounting for these options in accordance
          with FAS 123,  would be to increase the Company's  deferred tax asset,
          deferred  tax benefit and  valuation  allowance,  as of the end of the
          indicated year, as follows:
<TABLE>
<CAPTION>
                         <S>                                                    <C>              <C>

                                                                                2003             2002
                                                                             ----------       -----------
             Pro forma Disclosure Increases:

                 Deferred tax asset:
                   Federal NOLs                                              $   1,000          $ 28,000
                   Georgia NOLs                                                 -                  6,000
                   New Jersey NOLs                                              -                -
                                                                             -----------      -----------
                                                                                 1,000            34,000
                 Valuation allowance                                            (1,000)          (34,000)
                                                                             -----------      -----------

                 Net deferred tax asset                                   $     -         $      -
                                                                          ============    ==============
</TABLE>


           A summary of the Company's stock option activity is as follows:
<TABLE>
<CAPTION>
                        <S>                             <C>                     <C>                     <C>
                                                                                                Weighted-Average
                                                                       Weighted-Average          Contractual Life
                                                    Number of             Exercise Price             as of
                                                       Shares                Per Share           August 31, 2003
                                                    -------------      ---------------------    -----------------
                  Options outstanding and
                    exercisable as of
                    August 31, 2001                    345,251             $1.7122                  2.8 years
                  Options granted to directors         160,000               .6000                  8.3 years
                                                       -------
                  Options outstanding and
                    exercisable as of
                    August 31, 2002                    505,251             $1.3600                  4.5 years
                  Options granted to directors          30,000               .5067                  4.6 years
                                                      --------
                  Options outstanding and
                    exercisable as of
                    August 31, 2003                    535,251             $1.3121                  4.5 years
                                                       =======
</TABLE>

          No options  expired or were  exercised or  forfeited  during the years
          ended August 31, 2003 and 2002.  Options  expire  between five (5) and
          ten (10) years after date of grant or modification.




                                      F-12


<PAGE>


                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AUGUST 31, 2003 AND 2002



NOTE 8 - LITIGATION SETTLEMENT

          The  Company  was named as a  defendant  in a lawsuit  entitled  Saint
          Barnabus  Medical Center,  Inc. v Estate of Karen Van Herwarde et. al.
          which was brought in the  Superior  Court of New Jersey,  Essex County
          under  Docket No.  L-11080-01.  Although,  as the  Company  previously
          disclosed,  management  is of the  opinion  that the  Company  was not
          liable to the  plaintiff in this matter,  the Company  decided to join
          with the other  defendants  in a settlement of the lawsuit in order to
          bring the matter to a conclusion  and save any further legal  expense.
          The  Company  contributed  $30,000 to the  settlement  in return for a
          complete  release from all the other  parties  arising from the claims
          alleged in the  lawsuit.  The  Settlement  Agreement  and  Release was
          executed on August 30, 2002.

NOTE 9 - SUBSEQUENT EVENTS

          On September  19, 2003,  the Company and its wholly owned  subsidiary,
          DPE  Acquisition  Corp.,  acquired  September 2, 2003 ("Merger  Sub"),
          entered  into an  agreement  and  plan of  reorganization  and  merger
          ("Merger Agreement") with Direct Petroleum Exploration,  Inc. ("DPE").
          DPE is a  development-stage  company that owns patented technology for
          the direct detection of hydrocarbon reserves.

          The Merger Agreement  provides for the merger ("Merger") of Merger Sub
          with and into DPE,  with DPE  surviving  the Merger as a wholly  owned
          subsidiary of the Company. The Merger is expected to be consummated in
          the first quarter of 2004.

          The Merger  will  result in a change of control of the  Company.  Upon
          consummation of the Merger,  the DPE  Shareholders  will hold at least
          60% of the Company's  outstanding shares. This change in ownership may
          restrict  the future  utilization  of the  Company's  existing net tax
          benefit carryforwards.

          In addition,  the current Board of Directors and executive officers of
          the Company will resign at the effective  time. The Board of Directors
          immediately  following the effective time shall consist of six persons
          designated by DPE and one person  designated by the outgoing  board of
          the Company.

          If the Merger is  consummated,  the Company shall pay at the effective
          time a finders fee ("Fee") to George Faris, David Nagelberg and Ronald
          Heller.,  (collectively,  the "Finders")  pursuant to the terms of the
          Finders Fee Agreement. David Nagelberg and Ronald Heller are principal
          shareholders in the Company.  The Fee will be paid by issuing them the
          following shares of Company stock:  (i) to George Faris,  shares equal
          to 2.5% of the outstanding  shares; and (ii) to Messrs.  Nagelberg and
          Heller,  together,  shares  of  Company  stock  equal  to  2.5% of the
          outstanding  shares.   Assuming  no  adjustment   resulting  from  the
          Company's cash position on the closing date,  the aggregate  number of
          shares of Company stock to be issued as the Fee shall be 492,482.

          Financial Statements, Pro Forma Financial Statements and Exhibits

          (a) Financial Statements

          The Company will file the required financial statements within 60 days
          of the last  date on which  its  report  on Form 8-K  relating  to the
          consummation of the transactions  contemplated by the Merger Agreement
          is required to be filed.

          (b) Pro Forma Financial Statements

          The Company  will file the  required  pro forma  financial  statements
          within  60 days of the  last  date on  which  its  report  on Form 8-K
          relating to the consummation of the  transactions  contemplated by the
          Merger Agreement is required to be filed.



                                      F-13



<PAGE>

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

     None.


ITEM 8A. CONTROLS AND PROCEDURES

     An  evaluation  of  the  effectiveness  of  our  disclosure   controls  and
procedures  was made as of August 31,  2003 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. During the most
recently  completed fiscal quarter,  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.


                                    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   58          Chairman of the Board and Secretary
      Robert H. Donehew       51          President, Treasurer and Director
      Anthony Charos          39          Director*

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

     John F. McCarthy,  III has served as chairman of our board of directors and
as secretary  since  February 2000.  Since October 2000,  Mr.  McCarthy has been
Chairman of the Board of Effinity Online,  Inc., an internet-based  company that
intends to sell products to associations and other affinity  groups.  Since June
2000, Mr. McCarthy has served as a director of Intercom Systems,  Inc., a public
company whose  business plan is to serve as a vehicle for the  acquisition  of a
target business.  Since February 1999, Mr. McCarthy has been chairman of Pricing
Dynamics  Systems,  Inc.,  which filed for Chapter 7  Bankruptcy  protection  on
August 2, 2002.  Since  October  1999,  Mr.  McCarthy  has served as chairman of
Ensoport  Internetworks,  Inc., which is developing a franchised Internet portal
system. Mr. McCarthy was a director and general counsel of Globalink,  Inc. from
1993 until it was acquired by Lernout & Hauspie Speech  Products N.V. in October
1998.  From  October  1998 to January  1999,  he was a  consultant  to Lernout &
Hauspie  Speech  Products  N.V.  From 1989 to 1993,  he was vice  president  and
general counsel of Computone Corporation,  a manufacturer of computer peripheral
devices.  From  1985 to  1988,  he was a  partner  in the law  firm of  Burnham,
Connelly, Osterle & Henry and from 1983 to 1985 he was a partner in the law firm
of Rose, Schmidt,  Chapman,  Duff & Hasley.  Since 1993, Mr. McCarthy has been a
principal in McCarthy,  Johnston & Associates,  a legal and financial consulting
firm.

     Robert H. Donehew has served as director,  president  and  treasurer  since
November 2000 and as director,  vice  president and treasurer from February 2000
until  October  31,  2000.  Mr.  Donehew  has served as a director  and the vice
president and  treasurer of Intercom  Systems,  Inc.  since June 2000 and as its
acting  chairman and acting  president  since December  2002.  From October 1999
until July 2002, he served as a director of Ensoport  Internetworks,  Inc. Since
July 1996, Mr. Donehew has been the chief executive  officer of Donehew Capital,
LLC,  the  general  partner  of  Donehew  Fund  Limited  Partnership,  a private
investment partnership specializing in the securities market. In addition, since
July 1997, Mr. Donehew has been the chief executive officer of 3-D Capital, LLC,
an investment firm  specializing in due-diligence  consulting and investments in
the  securities  markets.  Since  1983,  he has also  served as chief  financial
officer of R.D.  Garwood,  Inc. and Dogwood  Publishing  Company Inc.  From 1976
through 1983, Mr. Donehew had his own tax and financial planning  practice.  Mr.
Donehew has been on the board of directors of Medical Systems Development Corp.,
a medical software company, since 1986.


                                       29
<PAGE>


     Anthony Charos has served as one of our directors  since March 2000.  Since
June 2000,  Mr. Charos has served as a director of Intercom  Systems,  Inc. From
January 2001 until October 2001,  Mr. Charos was an account  executive with C.E.
Unterberg Towbin,  an investment  banking firm. From 1993 through December 2000,
Mr. Charos was an account  executive with M.H. Meyerson & Co., Inc. and a member
of its  investment  banking team.  From October 2001 until  September  2002, Mr.
Charos was a sales  representative  with  Weichert & Realty and is  currently  a
referral agent.  Since March 2003, Mr. Charos has been an account executive with
Janney Montgomery Scott LLC.

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, 2003,  all of
our officers,  directors and ten-percent  stockholders complied with the Section
16(a) reporting  requirements,  except that two directors and executive officers
each filed one Form 4 late,  which Form 4s reported  one  transaction  each.  In
addition,  two greater than 10%  stockholders of our common stock each filed one
Form 4 late,  one of which Form 4s was due in fiscal  year 2002 and the other in
fiscal year 2000.

ITEM 10. EXECUTIVE COMPENSATION.

     The following table sets forth the  compensation  for the three years ended
August  31,  2003  for  our  chairman  of  the  board.  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, 2003.



                           SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
                                         Annual               Long-Term
                                      Compensation         Compensation
                                      -------------      -----------------------
                                                        Securities    All Other
                                      Salary  Bonus     Underlying  Compensation
Name and Principal Position    Year    ($)      ($)     Options(#)     ($)
---------------------------    ----    ------- -----    -----------  -----------
John F. McCarthy, III          2003    12,500    -       10,000            -
Chairman and Secretary         2002    30,000    -       40,000            -
                               2001    30,000    -       20,000            -
--------------------------------------------------------------------------------

(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).

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


                                       30
<PAGE>

     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.  On March 14, 2003,  we granted  each of Messrs.  McCarthy and Donehew
options to purchase  10,000 shares of our common stock,  at an exercise price of
$0.50 per share,  which options vested  immediately,  in  consideration of their
service as directors. On May 13, 2003, we granted Mr. Charos options to purchase
10,000  shares of our common  stock,  at an  exercise  price of $0.52 per share,
which options vested immediately, in consideration of his service as a director.

Option Grants

     The following table represents the stock options granted in the fiscal year
ended  August  31,  2003 to the  executive  officer  identified  in the  Summary
Compensation table above.

<TABLE>
<CAPTION>
<S>                             <C>                     <C>               <C>                   <C>

                                        Options Granted in the Last Fiscal Year
-------------------------------------------------------------------------------------------------------------------
------------------------------ ------------------ ------------------ ---------------------- -----------------------

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

John F. McCarthy, III               10,000              33.3%                $0.50                 3/13/08
------------------------------ ------------------ ------------------ ---------------------- -----------------------
</TABLE>


     The  following  table  sets  forth the  fiscal  year end  option  values of
outstanding  options at August 31,  2003 and the  dollar  value of  unexercised,
in-the-money  options  for our  executive  officers  identified  in the  Summary
Compensation table above.

<TABLE>
<CAPTION>
<S>                                     <C>                <C>                  <C>                     <C>

                                      Aggregated Fiscal Year End Option Values
----------------------------------------------------------------------------------------------------------------------
---------------------------- -------------------------------------------- --------------------------------------------
                                   Number of Securities Underlying                Dollar Value of Unexercised
                                       Unexercised Options at                       in-the-Money Options at
                                           August 31, 2003                            August 31, 2003(1)
---------------------------- -------------------------------------------- --------------------------------------------
           Name                 Exercisable(#)       Unexercisable(#)        Exercisable(#)       Unexercisable(#)
---------------------------- --------------------- ---------------------- --------------------- ----------------------

John F. McCarthy, III               90,000                   0                   $4,000                  --
---------------------------- --------------------- ---------------------- --------------------- ----------------------
</TABLE>


(1)  These values are based on the difference  between the closing sale price of
     our common  stock on August 29,  2003 (the last  trading  day of the fiscal
     year) of $0.66 and the exercise  prices of the options,  multiplied  by the
     number of shares of common stock subject to the options.

                                       31

<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 October 20, 2003 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,  and (3) 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.  Beneficial
ownership is determined  in  accordance  with the rules of the SEC and generally
includes voting or investment power with respect to securities. Shares of common
stock issuable upon the exercise of options or warrants  currently  exercisable,
or  exercisable  or  convertible  within 60 days,  are  deemed  outstanding  for
computing  the  percentage  ownership  of the  person  holding  such  options or
warrants but are not deemed  outstanding for computing the percentage  ownership
of any other person.  Except as indicated below, the stockholders listed possess
sole voting and investment power with respect to their shares. As of October 20,
2003, there were 3,447,377 shares of common stock outstanding.



Name and Address of                  Amount and Nature of
Beneficial Owner                     Beneficial Ownership     Percent of Class
----------------------------------- -----------------------   ------------------


Robert H. Donehew                    250,000(1)                    7.0%
  Donehew Fund Limited Partnership
  111 Village Parkway, Building #2
  Marietta, Georgia 30067
----------------------------------- -----------------------   ------------------


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


David S. Nagelberg                   429,229(3)                  12.5%
 7012 Rancho La Cima Drive
 Rancho Santa Fe, California 92067
----------------------------------- -----------------------   ------------------

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

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

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 11743
----------------------------------- -----------------------   ------------------

Anthony Charos                       90,000(7)                   2.5%
  275 Engle Street, BA2
  Englewood, New Jersey 07631
----------------------------------- -----------------------   ------------------

                                       32

<PAGE>



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

John F. McCarthy, III               90,000(8)                   2.5%
  2401 Pennsylvania Avenue, N.W.
  Washington, D.C. 20037
----------------------------------- -----------------------   ------------------

All current directors and           430,000(9)                  11.6%
executive officers as a group
(three persons)
----------------------------------- -----------------------   ------------------
---------------------

(1)  Includes  100,000  shares of common  stock  owned by Donehew  Fund  Limited
     Partnership,  of which  Donehew  Capital LLC, a Georgia  limited  liability
     company,  is the  general  partner;  Mr.  Donehew is the manager of Donehew
     Capital LLC. Also  includes  115,000  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  2003  Revocable  Trust  of which  David  S.  Nagelberg  is the
     trustee.

(4)  Includes  209,470  shares of common  stock  beneficially  owned by Shamrock
     Associates,  of which Mr.  Koether is the general  partner,  200,000 shares
     held by Asset Value  Holdings,  Inc.,  of which Mr.  Koether is  President,
     7,166  shares owned by Sun Equities  Corporation,  of which Mr.  Koether is
     Chairman and a principal  stockholder;  1,666 shares held by Mr.  Koether's
     IRA,  20,000 shares owned by Mr.  Koether's wife; and 15,000 shares held in
     discretionary accounts for Mr. Koether's brokerage customers.

(5)  Includes  200,000  shares of common stock held by Asset Value  Holding,  of
     which  Shamrock  Associates  is the ultimate  parent.  Shamrock  Associates
     disclaims beneficial ownership of these shares.

(6)  Includes 200,000 shares of common stock held by Asset Value Holdings, Inc.,
     of which Mr. Galuchie is the Treasurer.  Mr. Galuchie disclaims  beneficial
     ownership of the shares held by Asset Value  Holdings.  Also includes 7,166
     shares  owned by Sun  Equities  Corporation,  of which  Mr.  Galuchie  is a
     director and officer.  Mr. Galuchie disclaims  beneficial  ownership of the
     shares held by Sun Equities Corporation.

(7)  Includes  20,000 shares of common stock held with Kevin Charos,  as Tenants
     in Common,  and 70,000  shares of common stock  issuable  upon  exercise of
     exercisable options.

(8)  Includes   90,000  shares  of  common  stock   issuable  upon  exercise  of
     exercisable options.

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

                                       33
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     If the previously described merger with Direct Petroleum Exploration,  Inc.
is consummated,  Messrs.  Nagelberg and Heller, two greater than 5% stockholders
of the Company,  will each receive a finders  fee. See "Item 1.  Description  of
Business - Proposed Acquisition - Finders Fee".

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.

          On October 8, 2003,  we filed a current  Report on Form 8-K  reporting
     events under Items 5 and 7.

                                       34




<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:  October 22, 2003                  GOLF ROUNDS.COM, INC.
                                          (Registrant)



                                          By: /s/ John F. McCarthy
                                             -----------------------
                                             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              October 22, 2003
_____________________       (Principal Executive Officer)
John F. McCarthy, III


/s/ Robert H. Donehew
_____________________       President, Treasurer and Director   October 22, 2003
Robert H. Donehew           (Principal Accounting and
                            Financial Officer)


/s/ Anthony Charos          Director                            October 22, 2003
_____________________
Anthony Charos

                                       35

<PAGE>




                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
<S>             <C>                                                     <C>             <C>                <C>


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

1.1            Agreement and Plan of Merger                               A                 2.1

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

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             D                 10.9
               28, 2000 between the Company and each of John F.
               McCarthy, III and Robert H. Donehew

                                       36
<PAGE>



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


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


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

10.10          Form of Escrow Agreement                                   E                 10.1

10.11          Finders Fee Agreement                                      E                 10.2

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

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

31.1           Section 302 Certification                                                                Filed
                                                                                                        herewith

31.2           Section 302 Certification                                                                Filed
                                                                                                        herewith

32.1           Section 906 Certificate                                                                  Filed
                                                                                                        herewith

99.1           Risk Factors                                                                             Filed
                                                                                                        herewith
</TABLE>


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.

                                       37