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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

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| | [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:November 30, 2007

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| | [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto.

Commission file number0-10093

Golf Rounds.com, Inc.

(Exact name of small business issuer 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

(Issuer’s telephone number)

N/A

(Former name, former address and former fiscal year,
if changed since last report)

Check whether the issuer (1) 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[X]No[ ]

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date: As of January 11, 2008, 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]

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TABLE OF CONTENTS

Item 1.


Financial StatementsCondensed Consolidated Balance Sheet as of November 30, 2007 (unaudited)




F-1Condensed Consolidated Statements of Operations for the Three Months Ended November 30, 2007 and 2006 (unaudited)




F-2Condensed Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2007 and 2006 (unaudited)




F-3Notes to Condensed Consolidated Financial Statements as of November 30, 2007 and 2006 (unaudited)




F-4Item 2.


Management’s Discussion and Analysis or Plan of Operation




2Item 3.


Controls and Procedures




4Item 4.


Submission of Matters to Vote of Security Holders




4Item 6.


Exhibits and Reports on Form 8-K




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ITEM 1.    FINANCIAL STATEMENTS

GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)

November 30,
2007ASSETSCURRENT ASSETS:Cash and cash equivalents



$
2,209,933Prepaid expenses




20,275TOTAL CURRENT ASSETS




2,230,208TOTAL ASSETS



$
2,230,208LIABILITIES AND STOCKHOLDERS’ EQUITYCURRENT LIABILITIES:Accounts payable and accrued expenses



$
13,255TOTAL CURRENT LIABILITIES




13,255STOCKHOLDERS’ EQUITY:Common Stock, $.01 par value, 12,000,000 shares authorized, 3,447,377 issued and outstanding




34,473Additional capital in excess of par value




4,883,339Accumulated deficit




(2,700,859
)TOTAL STOCKHOLDERS’ EQUITY




2,216,953TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY



$
2,230,208


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

F-1

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

For the Three Months Ended
November 30,2007


2006EXPENSES:General, administrative and other



$
38,506




$
40,667TOTAL EXPENSES




38,506





40,667LOSS FROM OPERATIONS




(38,506
)




(40,667
)OTHER INCOME:Interest




22,609





27,128TOTAL OTHER INCOME




22,609





27,128NET LOSS



$
(15,897
)



$
(13,539
)NET LOSS PER COMMON SHARE – BASIC AND FULLY DILUTED



$
0.00




$
0.00WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND FULLY DILUTED




3,447,377





3,447,377


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

F-2

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

For the Three Months Ended
November 30,2007


2006CASH FLOWS FROM OPERATING ACTIVITIES:Net loss



$
(15,897
)



$
(13,539
)Adjustments to reconcile net loss to net cash provided by operating activities:Changes in operating assets and liabilities:Decrease in prepaid expenses




9,165





11,766Increase in accounts payable and accrued expenses




12,180





11,638NET CASH PROVIDED BY OPERATING ACTIVITIES




5,448





9,865NET INCREASE IN CASH AND CASH EQUIVALENTS




5,448





9,865CASH AND CASH EQUIVALENTS – beginning




2,204,485





2,218,572CASH AND CASH EQUIVALENTS – ending



$
2,209,933




$
2,228,437


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

F-3

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As of November 30, 2007 and 2006

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 November 30, 2007, and the unaudited condensed consolidated statements of operations and cash flows for the three months ended November 30, 2007 and 2006 reflect all material adjustments which, in the opinion of management, are 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, although the Company believes that the disclosures are adequate to make the information presented not misleading. 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-KSB for the year ended August 31, 2007, as filed with the Securities and Exchange Commission on November 26, 2007.

The results of operations for the three months ended November 30, 2007 and 2006 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).

(C)    Loss per Share

Net loss per common share is based on the weighted average number of shares of common stock outstanding during the applicable period. Excluded from the net loss per share calculations for the three months ended November 30, 2007 and 2006 are contingently issuable shares of 815,251 and 795,251, respectively, which, if included, would have an anti-dilutive effect.

(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.

F-4

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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 our Annual Report on Form 10-KSB for the year ended August 31, 2007.

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

OVERVIEW

General

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.

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.

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 ($2,216,953 as of November 30, 2007), 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 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

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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.

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 November 30, 2007 compared to three months ended November 30, 2006

For the three months ended November 30, 2007, other income (interest) was $22,609 as compared to $27,128 for the three months ended November 30, 2006. The decrease in interest income was due to the lower rates of interest paid to us on our U.S. Treasury Securities and money market fund investments, which are reported as cash and cash equivalents.

General, administrative and other expenses were $38,506 for the three months ended November 30, 2007, as compared to $40,667 for the three months ended November 30, 2006. The decrease in expenses was due to lower directors and officers liability insurance expenses of $2,601, audit and accounting fee expenses of $2,000, offset by higher legal expenses of $1,474, taxes and licenses of $934, stockholder service expenses of $16, and dues and subscriptions expenses of $16.

General, administrative and other expenses for the three months ended November 30, 2007 consisted of audit and accounting fee expenses of $10,000, directors and officers liability insurance expenses of $9,165, payroll expenses of $8,074, legal expenses of $5,326, office sharing expenses of $2,700, stockholder service expenses of $1,516, taxes and license expenses of $1,502, dues and subscriptions expenses of $173 and bank charges of $50.

Liquidity and capital resources

General

As of November 30, 2007, cash and cash equivalents were $2,209,933, which includes $2,182,818 that is invested in U.S. Treasury Securities that matures in February 2008 yielding 3.59%, $10,583 invested in a money market with an effective yield of 4.01% and $16,532 in a non-interest bearing checking account. At November 30, 2007, working capital was $2,216,953.

The Company’s total liabilities as of November 30, 2007 were $13,255, of which $11,667 was for professional fees for services.

Cash flows provided by operating activities for the three months ended November 30, 2007 of $5,448 relates to a $9,165 decrease in prepaid expenses and a $12,180 increase in accounts payable and accrued expenses, offset by a $15,897 net loss.

Currently, our working capital is sufficient to last for more than 24 months. If we acquire a business, our-post acquisition capital needs may be more substantial and our current capital resources

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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 the new business operations will require additional capital to fund operations and the further development and marketing of the acquired technologies.

Contractual obligations

The Company has no material contractual obligations other than those relating to employment as described in our Annual Report on Form 10-KSB for the year ended August 31, 2007.

ITEM 3.    CONTROLS AND PROCEDURES

An evaluation of the effectiveness of our disclosure controls and procedures was made as of November 30, 2007 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.

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

None.

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PART II

OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

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| | (a) | Exhibits Filed.

Exhibit 31.1    Section 302 Certification of President

Exhibit 32.1    Section 906 Certification

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| | (b) | Reports on Form 8-K.

None

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SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this Form 10-QSB to be signed on its behalf by the undersigned, thereunto duly authorized.

GOLF ROUNDS.COM, INC.Dated: January 11, 2008


By:


/s/ Robert H. DonehewRobert H. Donehew
President (Principal Executive Officer)
and Treasurer (Principal Financial Officer)


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