FZMD 10-Q Quarterly Report May 31, 2011 | Alphaminr
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FZMD 10-Q Quarter ended May 31, 2011

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10-Q 1 y04982e10vq.htm FORM 10-Q e10vq
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: May 31, 2011
o TRANSITION REPORT PURSUANT TO 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.
(Exact name of registrant as specified in its charter)
Delaware 59-1224913
(State or other jurisdiction of
incorporation or organization) 		(I.R.S. Employer
Identification No.)
111 Village Parkway, Building #2, Marietta, Georgia 30067
(Address of principal executive offices) (Zip Code)
770-951-0984
(Registrant’s telephone number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 þ No o
State the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of June 30, 2011, the issuer had 3,567,377 shares of common stock, par value $.01 per share, outstanding.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) 		Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes þ No o

TABLE OF CONTENTS
F-1
F-1
F-1
F-2
F-3
F-4
F-5
3
6
6
6
Item 1. Legal Proceedings*
Item 1A. Risk Factors*
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds*
Item 3. Defaults Upon Senior Securities*
Item 4. Submission of Matters to a Vote of Security Holders*
Item 5. Other Information*
6
7
EXHIBIT INDEX
Exhibit 31.1
Exhibit 32.1
EX-31.1
EX-32.1
* Omitted in accordance with the instruction to Part II of Form 10-Q because the item is inapplicable or the answer to the item is negative.

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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
May 31, 2011 August 31, 2010
Assets
Current assets:
Cash and cash equivalents
$ 65,304 $ 1,931,769
Prepaid expenses
14,417 15,667
Total current assets
79,721 1,947,436
Total assets
$ 79,721 $ 1,947,436
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses
$ 1,612 $ 23,692
Total current liabilities
1,612 23,692
Stockholders’ equity:
Common stock, $0.01 par value; 12,000,000 shares authorized, 3,567,377 and 3,447,377 issued and outstanding, respectively
35,673 34,473
Additional paid-in capital
3,178,550 4,923,839
Accumulated deficit
(3,136,114 ) (3,034,568 )
Total stockholders’ equity
78,109 1,923,744
Total liabilities and stockholders’ equity
$ 79,721 $ 1,947,436
See accompanying notes to condensed consolidated financial statements.

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three For the Three For the Nine For the Nine
Months Ended Months Ended Months Ended Months Ended
May 31, 2011 May 31, 2010 May 31, 2011 May 31, 2010
Expenses:
General, administrative and other
$ 17,711 $ 24,323 $ 102,422 $ 86,539
Total operating expenses
17,711 24,323 102,422 86,539
Loss from operations
(17,711 ) (24,323 ) (102,422 ) (86,539 )
Other income:
Interest income
11 2,642 876 6,846
Total other income
11 2,642 876 6,846
Net loss
$ (17,700 ) $ (21,681 ) $ (101,546 ) $ (79,693 )
Net loss per common share — basic and diluted
$ (0.00 ) $ (0.01 ) $ (0.03 ) $ (0.02 )
Weighted average number of common shares outstanding — basic and diluted
3,567,377 3,447,377 3,555,509 3,447,377
See accompanying notes to condensed consolidated financial statements.

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED MAY 31, 2011
(Unaudited)
Additional Total
Common Stock Paid-In Accumulated Stockholders’
Shares Amount Capital Deficit Equity
Balance, August 31, 2010
3,447,377 $ 34,473 $ 4,923,839 $ (3,034,568 ) $ 1,923,744
Cash dividend paid to stockholders
— — (1,783,689 ) — (1,783,689 )
Stock options exercised
120,000 1,200 38,400 — 39,600
Net loss
— — — (101,546 ) (101,546 )
Balance, May 31, 2011
3,567,377 $ 35,673 $ 3,178,550 $ (3,136,114 ) $ 78,109
See accompanying notes to condensed consolidated financial statements.

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine For the Nine
Months Ended Months Ended
May 31, 2011 May 31, 2010
Cash flows from operating activities:
Net loss
$ (101,546 ) $ (79,693 )
Adjustments to reconcile net loss to net cash used in operating activites:
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses
1,250 (2,667 )
Decrease in accounts payable and accrued expenses
(22,080 ) (3,059 )
Net cash used in operating activities
(122,376 ) (85,419 )
Cash flows from financing activities:
Proceeds from stock options exercised
39,600 —
Dividends paid to stockholders
(1,783,689 ) —
Net cash used in financing activities
(1,744,089 ) —
Net decrease in cash and cash equivalents
(1,866,465 ) (85,419 )
Cash and cash equivalents — beginning
1,931,769 2,036,836
Cash and cash equivalents — ending
$ 65,304 $ 1,951,417
See accompanying notes to condensed consolidated financial statements.

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2011
(Unaudited)
NOTE 1 — BASIS OF PRESENTATION
(A) Interim Financial Statements
The accompanying unaudited condensed consolidated balance sheet of Golf Rounds.com, Inc. and its wholly owned subsidiary, DPE Acquisition Corp. (collectively, the “Company”), as of May 31, 2011, and the unaudited condensed consolidated statements of operations and cash flows for the three and nine months ended May 31, 2011 and 2010 and the unaudited condensed consolidated statement of stockholders’ equity for the nine months ended May 31, 2011 reflect all material adjustments which, in the opinion of management, are ordinary and necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The Company believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated balance sheet information as of August 31, 2010 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. These condensed consolidated financial statements should be read in conjunction with the year-end audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2010, as filed with the Securities and Exchange Commission on November 30, 2010.
The results of operations for the three and nine months ended May 31, 2011 and 2010 are not necessarily indicative of the results to be expected for the entire fiscal year or for any other period.
(B) Principles of Consolidation
The condensed consolidated financial statements include the accounts of Golf Rounds.com, Inc. and its wholly owned subsidiary DPE Acquisition Corp. (formed on September 2, 2003). Intercompany transactions and accounts have been eliminated in consolidation.
(C) Loss Per Share
Net loss per common share is based on the weighted average number of shares of common stock outstanding during each period. Common stock equivalents, including 520,000 and 705,000 stock options for the three and nine months ended May 31, 2011 and 2010, respectively, are not considered in diluted loss per share because the effect would be anti-dilutive.
(D) Use of Estimates
In preparing condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
(E) Fair Value of Financial Instruments
The carrying amounts of certain financial instruments, including cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their fair values because of the short-term maturity of these instruments.
NOTE 2 — GOING CONCERN
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. During the nine months ended May 31, 2011, the Company had a net loss of $101,546, had net cash used in operations of $122,376, and had no revenues from operations. These factors among others indicate that the Company may be unable to continue as a going concern. The Company’s existence is dependent upon management’s ability to effect a business combination with a target business and/or obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2011
(Unaudited)
NOTE 3 — STOCKHOLDERS’ EQUITY
(A) Special Dividend
On September 17, 2010, the Company declared a special cash dividend of $0.50 per share of common stock issued and outstanding to be paid on October 21, 2010 to stockholders of record as of September 30, 2010 using cash from its general funds. On October 21, 2010, the aggregate dividend paid was $1,783,689. As the Company had an accumulated deficit at the date the special dividend was paid, the special dividend was treated as a reduction of additional paid-in capital.
(B) Common Stock
On September 27, 2010, proceeds of $39,600 were received by the Company and an aggregate of 120,000 shares were issued as a result of stock options exercised by a director.
(C) Stock Options
A summary of the Company’s stock option activity during the nine months ended May 31, 2011 is presented below:
Weighted
Weighted Average
Average Remaining Aggregate
No. of Exercise Contractual Intrinsic
Shares Price Term Value
Balance outstanding at September 1, 2010
705,000 $ 0.65
Granted
—
Exercised
(120,000 ) $ 0.33
Forfeited
—
Expired
(65,000 ) $ 1.30
Balance outstanding at May 31, 2011
520,000 $ 0.65 3.1 $ —
Exercisable at May 31, 2011
520,000 $ 0.65 3.1 $ —

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ITEM 2. 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 speaks only at 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 our Annual Report on Form 10-KSB for the year ended August 31, 2008.
The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes included in this Report.
Our Ability to Continue as a Going Concern
Our financial statements as of May 31, 2011 include an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern. Our unaudited condensed consolidated financial statements as of May 31, 2011 have been prepared under the assumption that we will continue as a going concern. If we are not able to continue as a going concern, it is likely that holders of our common stock will lose all of their investment. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Overview
General
Golf Rounds.com, Inc. (the “Company”) was incorporated in 1968 as a Delaware corporation, which is also authorized to conduct business in 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.
On September 19, 2003, the Company and its wholly owned subsidiary, DPE Acquisition Corp., (formed on September 2, 2003), entered into an agreement and plan of reorganization and merger with Direct Petroleum Exploration, Inc. (“DPE”), which was not consummated. The Company continues to maintain the subsidiary for use in any other potential future acquisition. This subsidiary is currently inactive and has no operations.
On September 17, 2010, the Company declared a special cash dividend of $0.50 per share of common stock issued and outstanding to be paid on October 21, 2010 to stockholders of record as of September 30, 2010 using cash from its general funds. On October 21, 2010, the aggregate dividend paid was $1,783,689.
Our Business Plan
Our current business plan is to serve as a vehicle for the acquisition of or merger or consolidation with another company (a “target business”). We intend to use our available working capital of $78,109 (as of May 31, 2011), capital stock, debt or a combination of these to effect a business combination with a target business which we believe has significant growth potential. The business

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combination may be with a financially stable, mature company or a company that is in its early stages of development or growth, which could include companies seeking to obtain capital and to improve their financial stability.
We will not restrict our search to any particular industry. Rather, we may investigate businesses of essentially any kind or nature and participate in any type of business that may, in our management’s opinion, meet our business objectives as described in this report. We emphasize that the description in this report of our business objectives is extremely general and is not meant to restrict the discretion of our management to search for and enter into potential business opportunities. We have not chosen the particular business in which we will engage and have not conducted any market studies with respect to any business or industry for you to evaluate the possible merits or risks of the target business or the particular industry in which we may ultimately operate. To the extent we enter into a business combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we will become subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, to the extent that we effect a business combination with an entity in an industry characterized by a high level of risk, we will become subject to the currently unascertainable risks of that industry. An extremely high level of risk frequently 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.
Critical Accounting Policies and Use of Estimates
The preparation of our condensed consolidated financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenue and expense, and the disclosure of contingent assets and liabilities. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that it is important for investors to be aware that there is a particularly high degree of subjectivity involved in estimating the fair value of stock-based compensation, that the expenses recorded for stock-based compensation in the Company’s financial statements may differ significantly from the actual value realized by the recipients of the stock awards, and that the expenses recorded for stock-based compensation will not result in cash payments from Golf Rounds.com.

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Results of Operations
We have had no revenues (other than interest and dividend income) since 1992 and will not generate any revenues (other than interest and dividend income) until, at the earliest, the completion of a business combination.
Three months ended May 31, 2011 compared to three months ended May 31, 2010
Other income (interest) for the three months ended May 31, 2011 decreased to $11 from $2,642 for the three months ended May 31, 2010, a decrease of 99.6%. The decrease in interest income was due to less funds invested in money market fund investments in the current year (resulting from the $1,783,689 used to pay a special dividend to stockholders on October 21, 2010) as well as lower rates of interest paid to us on our money market fund investments, which are reported as cash and cash equivalents.
General, administrative and other expenses for the three months ended May 31, 2011 decreased to $17,711 from $24,323 for the three months ended May 31, 2010, a decrease of 27.2%. The decrease was due to lower payroll expenses of $5,327, office sharing expenses of $1,800, directors and officers liability insurance expenses of $833, taxes and license expense of $529, dues and subscriptions of $210 and bank charges of $21, offset by higher stockholder service expenses of $1,897 and legal expenses of $211.
General, administrative and other expenses for the three months ended May 31, 2011 consisted of stockholder service expenses of $4,147 directors and officers liability insurance expenses of $3,500, legal expenses of $3,398, audit and accounting fee expenses of $2,750, payroll expenses of $2,749, office sharing expenses of $900, taxes and license expenses of $193 and bank charges of $74.
Nine months ended May 31, 2011 compared to nine months ended May 31, 2010
Other income (interest) for the nine months ended May 31, 2011 decreased to $876 from $6,846 for the nine months ended May 31, 2010, a decrease of 87.2%. The decrease in interest income was due to less funds invested in money market fund investments in the current year (resulting from the $1,783,689 used to pay a special dividend to stockholders on October 21, 2010) as well as lower rates of interest paid to us on our money market fund investments, which are reported as cash and cash equivalents.
General, administrative and other expenses for the nine months ended May 31, 2011 increased to $102,422 from $86,539 for the nine months ended May 31, 2010, an increase of 18.4%. The increase was due to higher legal expenses of $8,280, payroll expenses of $6,498, stockholder service expenses of $5,761, business wire expenses of $750, and bank charges of $172, offset by lower directors and officers liability insurance expenses of $1,833, office sharing expenses of $1,800, taxes and license expense of $1,522 and dues and subscriptions of $423.
General, administrative and other expenses for the nine months ended May 31, 2011 consisted of payroll expenses of $30,721, legal expenses of $22,498, audit and accounting fee expenses of $15,500, stockholder service expenses of $12,511, directors and officers liability insurance expenses of $11,500, office sharing expenses of $6,300, taxes and license expenses of $2,144, business wire expenses of $750, bank charges of $327 and dues and subscriptions of $171.
Liquidity and Capital Resources
General
As of May 31, 2011, cash and cash equivalents were $65,304, which includes $59,717 invested in various money market accounts with a weighted average yield of 0.15% and $5,587 in a non-interest bearing checking account. As of May 31, 2011, working capital was $78,109. In October 2010, the Company paid a special cash dividend in the aggregate amount of $1,783,689 to stockholders of record as of September 30, 2010 using cash from its general funds.
The Company’s total liabilities at May 31, 2011 were $1,612, which was comprised of accounts payable of $1,500 and accrued liabilities of $112.
Cash flows used in operating activities for the nine months ended May 31, 2011 of $122,376 stems from a net loss of $101,546 and a decrease in accounts payable and accrued expenses of $22,080, partially offset by a decrease in prepaid expenses of $1,250.

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Currently, our working capital may not be sufficient to last for more than 12 months. Accordingly, our financial statements as of May 31, 2011 included herein include an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern. If we acquire a business, our-post acquisition capital needs may be more substantial and our current capital resources may not be sufficient to meet our requirements. We currently believe that if we need capital in the future, we will be able to raise capital through sales of equity and institutional or investor borrowings, although we cannot assure you we will be able to obtain such capital. We anticipate that after any acquisition we may complete in accordance with our business plan, we will use substantially all our then existing working capital to fund the operations of the acquired business. In addition, we believe that any new business operations may require additional capital to fund its operations.
Contractual obligations
The Company has no material contractual obligations other than those relating to employment as described in our Annual Report on Form 10-K for the year ended August 31, 2010.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4T. CONTROLS AND PROCEDURES.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company’s principal executive officer (who is also the principal financial officer). There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Based upon that evaluation, he believes that the Company’s disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company.
This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS.
Exhibit 31.1 Section 302 Certification of President and Treasurer
Exhibit 32.1 Section 906 Certification

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SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused this Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
GOLF ROUNDS.COM, INC.
Dated: June 30, 2011 By: /s/ Robert H. Donehew
Robert H. Donehew
President (Principal Executive Officer) and Treasurer (Principal Financial Officer)

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