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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended: February 28, 2011
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from
 Commission file number 0-10093
 Golf Rounds.com, Inc.
  Delaware
    
    59-1224913(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 111 Village Parkway, Building #2, Marietta, Georgia 30067
 770-951-0984
 N/A
  þ o
   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  þ o




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TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    F-1Condensed Consolidated Balance Sheets
    
    
    F-1Condensed Consolidated Statements of Operations
    
    
    F-2Condensed Consolidated Statement of Stockholders Equity
    
    
    F-3Condensed Consolidated Statements of Cash Flows
    
    
    F-4Notes to Condensed Consolidated Financial Statements
    
    
    F-5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    3Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    6Item 4T. Controls and Procedures
    
    
    6PART II  OTHER INFORMATIONItem 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*Item 6. Exhibits
    
    
    6SIGNATURES7EXHIBIT INDEXExhibit 31.1Exhibit 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.EX-31.1EX-32.1




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PART I
 FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS.
 GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
 February 28, 2011
    
    
    August 31, 2010AssetsCurrent assets:Cash and cash equivalents
    
    $
    91,628
    
    
    $
    1,931,769Prepaid expenses
    
    
    7,917
    
    
    
    15,667Total current assets
    
    
    99,545
    
    
    
    1,947,436Total assets
    
    $
    99,545
    
    
    $
    1,947,436Liabilities and Stockholders EquityCurrent liabilities:Accounts payable and accrued expenses
    
    $
    3,736
    
    
    $
    23,692Total current liabilities
    
    
    3,736
    
    
    
    23,692Stockholders 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
    
    
    
    34,473Additional paid-in capital
    
    
    3,178,550
    
    
    
    4,923,839Accumulated deficit
    
    
    (3,118,414
    )
    
    
    (3,034,568
    )Total stockholders equity
    
    
    95,809
    
    
    
    1,923,744Total liabilities and stockholders equity
    
    $
    99,545
    
    
    $
    1,947,436
  F-1




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 For the Three
    
    
    For the Three
    
    
    For the Six
    
    
    For the SixMonths Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    Months EndedFebruary 28, 2011
    
    
    February 28, 2010
    
    
    February 28, 2011
    
    
    February 28, 2010Expenses:General, administrative and other
    
    $
    24,940
    
    
    $
    26,163
    
    
    $
    84,711
    
    
    $
    62,216Total operating expenses
    
    
    24,940
    
    
    
    26,163
    
    
    
    84,711
    
    
    
    62,216Loss from operations
    
    
    (24,940
    )
    
    
    (26,163
    )
    
    
    (84,711
    )
    
    
    (62,216
    )Other income:Interest income
    
    
    13
    
    
    
    2,715
    
    
    
    865
    
    
    
    4,204Total other income
    
    
    13
    
    
    
    2,715
    
    
    
    865
    
    
    
    4,204Net loss
    
    $
    (24,927
    )
    
    $
    (23,448
    )
    
    $
    (83,846
    )
    
    $
    (58,012
    )Net loss per common share  basic and diluted
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    (0.02
    )
    
    $
    (0.02
    )Weighted average number of common shares
outstanding  basic and diluted
    
    
    3,567,377
    
    
    
    3,447,377
    
    
    
    3,549,476
    
    
    
    3,447,377
  F-2




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
FOR THE SIX MONTHS ENDED FEBRUARY 28, 2011
(Unaudited)
 Additional
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    EquityBalance, August 31, 2010
    
    
    3,447,377
    
    
    $
    34,473
    
    
    $
    4,923,839
    
    
    $
    (3,034,568
    )
    
    $
    1,923,744Cash dividend paid to stockholders
    
    
    
    
    
    
    
    
    
    
    (1,783,689
    )
    
    
    
    
    
    
    (1,783,689
    )Stock options exercised
    
    
    120,000
    
    
    
    1,200
    
    
    
    38,400
    
    
    
    
    
    
    
    39,600Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (83,846
    )
    
    
    (83,846
    )Balance, February 28, 2011
    
    
    3,567,377
    
    
    $
    35,673
    
    
    $
    3,178,550
    
    
    $
    (3,118,414
    )
    
    $
    95,809
  F-3




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 For the Six
    
    
    For the SixMonths Ended
    
    
    Months EndedFebruary 28, 2011
    
    
    February 28, 2010Cash flows from operating activities:Net loss
    
    $
    (83,846
    )
    
    $
    (58,012
    )Adjustments to reconcile net loss to net cash used in operating activites:Changes in operating assets and liabilities:Decrease in prepaid expenses
    
    
    7,750
    
    
    
    9,000Decrease in accounts payable and accrued expenses
    
    
    (19,956
    )
    
    
    (3,780
    )Net cash used in operating activities
    
    
    (96,052
    )
    
    
    (52,792
    )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
    
    
    (1,840,141
    )
    
    
    (52,792
    )Cash and cash equivalents  beginning
    
    
    1,931,769
    
    
    
    2,036,836Cash and cash equivalents  ending
    
    $
    91,628
    
    
    $
    1,984,044
  F-4




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2011
(Unaudited)
 NOTE 1  BASIS OF PRESENTATION
 (A) Interim Financial Statements
   (B) Principles of Consolidation
  (C) Loss Per Share
  (D) Use of Estimates
  (E) Fair Value of Financial Instruments
  NOTE 2  STOCKHOLDERS EQUITY
 (A) Special Dividend
  F-5




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2011
(Unaudited)
 (B) Common Stock
  (C) Stock Options
  WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNo. of
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    ValueBalance outstanding at September 1, 2010
    
    
    705,000
    
    
    $
    0.65Granted
    
    
    Exercised
    
    
    (120,000
    )
    
    $
    0.33Forfeited
    
    
    Expired
    
    
    (65,000
    )
    
    $
    1.30Balance outstanding at February 28, 2011
    
    
    520,000
    
    
    $
    0.65
    
    
    
    3.3
    
    
    $
    Exercisable at February 28, 2011
    
    
    520,000
    
    
    $
    0.65
    
    
    
    3.3
    
    
    $
    
 F-6




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 Forward-looking statements
   Overview
 General
     Our Business Plan
   3




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Critical Accounting Policies and Use of Estimates
  4




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Results of Operations
  Three months ended February 28, 2011 compared to three months ended February 28, 2010
    Six months ended February 28, 2011 compared to six months ended February 28, 2010
    Liquidity and Capital Resources
 General
     5




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Contractual obligations
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  
 ITEM 4T. CONTROLS AND PROCEDURES.
 Disclosures and Procedures
   Changes in Internal Controls
  
 PART II
 
 OTHER INFORMATION
 ITEM 6. EXHIBITS.
 Exhibit 31.1
    
    Section 302 Certification of President and TreasurerExhibit 32.1
    
    Section 906 Certification
 6




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SIGNATURE
  GOLF ROUNDS.COM, INC.Dated: April 8, 2011
    By:
    /s/ Robert H. DonehewRobert H. DonehewPresident (Principal Executive Officer) and
Treasurer (Principal Financial Officer) 7