U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Amendment # 1)
(MARK ONE)
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required] For the fiscal year ended August
31, 1999
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required] For the transition period from
__________ to __________.
Commission File Number 0-10093
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GOLF ROUNDS.COM, INC.
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(Exact name of small business issuer in its charter)
Delaware 22-3664872
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
376 Main Street, P. O. Box 74, Bedminster, New Jersey 07921
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(Address of principal executive offices)
Issuer's telephone number: (908) 901-9250
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Securities registered under Section 12(b) of the Exchange Act:
NONE
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 par value
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(Title of class)
Check whether issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.
YES X NO
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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.
YES X NO
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Issuer's revenues for the fiscal year ended August 31, 1999 were approximately
$94,000.
As of November 26, 1999, there were 2,099,496 shares of the registrant's common
stock, $.01 par value, issued and outstanding.
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of November 26, 1999, was approximately $1,600,000.
Transitional Small Business Disclosure Format Yes No X
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DOCUMENTS INCORPORATED BY REFERENCE:
NONE
<PAGE>
PART I
Item 1. DESCRIPTION OF BUSINESS
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General
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The Company had been engaged in the wholesale distribution of aluminum
alloys, steel and other specialty metals until it liquidated its assets in the
fourth quarter of its fiscal year of 1992. In May of 1999, the Company became a
publisher of Internet Websites through its acquisition of PKG Design, Inc., the
developer and owner of two Internet websites: golfrounds.com and skiingusa.com.
Prior to the acquisition, PKG Design had entered into an agreement with Lycos,
Inc. ("Lycos"), a major Internet guide. Under the agreement, Lycos incorporated
golfrounds.com into the Lycos website so that its customers could use Lycos to
obtain information about golf (the "Lycos Agreement"). Almost all of the
Company's modest revenues to date were derived from selling advertisements,
often called banners, to reach Lycos customers. Recently, Lycos informed the
Company that the Lycos Agreement would be canceled effective December 5, 1999.
While the Company is attempting to negotiate content distribution agreements
such as the Lycos Agreement, with other Internet guides, there is no assurance
that such an agreement or agreements will be made, or if made that these
agreements would generate significant revenue.
<PAGE>
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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This Form 10-KSB contains forward-looking statements which may involve
known and unknown risks, uncertainties and other factors that may cause the
Company's actual results and performance in future periods to be materially
different from any performance suggested by these statements.
Overview
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The Company had been engaged in the wholesale distribution of aluminum
alloys, steel and other specialty metals until it liquidated its assets in the
fourth quarter of its fiscal year of 1992. In May of 1999, the Company became a
publisher of Internet Websites through its acquisition of PKG Design, Inc., the
developer and owner of two Internet websites: golfrounds.com and skiingusa.com.
Prior to the acquisition, PKG Design had entered into an agreement with Lycos,
Inc. ("Lycos"), a major Internet guide. Under the agreement, Lycos incorporated
golfrounds.com into the Lycos website so that its customers could use Lycos to
obtain information about golf (the "Lycos Agreement"). Almost all of the
Company's modest revenues to date were derived from selling advertisements,
often called banners, to reach Lycos customers. Recently, Lycos informed the
Company that the Lycos Agreement would be canceled effective December 5, 1999.
While the Company is attempting to negotiate content distribution agreements
such as the Lycos Agreement, with other Internet guides, there is no assurance
that such an agreement or agreements will be made, or if made that these
agreements would generate significant revenue.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GOLF ROUNDS.COM, INC.
Dated: November 29, 1999 By:/s/ Paul O. Koether
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Paul O. Koether
Chairman of the Board
(Principal Executive Officer)
Dated: November 29, 1999 /s/ John W. Galuchie, Jr.
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John W. Galuchie, Jr.
Vice President, Treasurer
and Director
(Principal Accounting
and Financial 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 dates indicated.
Dated: November 29, 1999 /s/ Paul O. Koether
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Paul O. Koether
Chairman of the Board,
and Director
(Principal Executive Officer)
Dated: November 29, 1999 /s/ Thomas K. Van Herwarde
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Thomas K. Van Herwarde
President and Director
Dated: November 29, 1999 /s/ John W. Galuchie, Jr.
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John W. Galuchie, Jr.
Vice President, Treasurer
and Director
(Principal Accounting
and Financial Officer)
