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: November 30, 2008
 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.
  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
   (Registrants telephone number)
  (Former name, former address and former fiscal year,
  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 StatementsCondensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Cash FlowNotes to Condensed Consolidated Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of
OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4T. Controls and ProceduresPART 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. ExhibitsSIGNATURESEXHIBIT 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.




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PART I
 FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS.
 GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 November 30,2008
    
    
    August 31,(Unaudited)
    
    
    2008ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,109,854
    
    
    $
    2,137,198Prepaid expenses
    
    
    18,750
    
    
    
    27,000TOTAL CURRENT ASSETS
    
    
    2,128,604
    
    
    
    2,164,198TOTAL ASSETS
    
    $
    2,128,604
    
    
    $
    2,164,198LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable and accrued expenses
    
    $
    3,669
    
    
    $
    3,828TOTAL CURRENT LIABILITIES
    
    
    3,669
    
    
    
    3,828STOCKHOLDERS EQUITY:Common Stock, $.01 par value,
12,000,000 shares authorized,
3,447,377 issued and outstanding
    
    
    34,473
    
    
    
    34,473Additional paid-in capital
    
    
    4,892,639
    
    
    
    4,892,639Accumulated deficit
    
    
    (2,802,177
    )
    
    
    (2,766,742
    )TOTAL STOCKHOLDERS EQUITY
    
    
    2,124,935
    
    
    
    2,160,370TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY
    
    $
    2,128,604
    
    
    $
    2,164,198
  1




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 For the Three MonthsEnded November 30,2008
    
    
    2007EXPENSES:General, administrative and other
    
    $
    39,486
    
    
    $
    38,506TOTAL EXPENSES
    
    
    39,486
    
    
    
    38,506LOSS FROM OPERATIONS
    
    
    (39,486
    )
    
    
    (38,506
    )OTHER INCOME:Interest
    
    
    4,051
    
    
    
    22,609TOTAL OTHER INCOME
    
    
    4,051
    
    
    
    22,609NET LOSS
    
    $
    (35,435
    )
    
    $
    (15,897
    )NET LOSS PER COMMON SHARE  BASIC AND DILUTED
    
    $
    (0.01
    )
    
    $
    0.00WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING  BASIC AND DILUTED
    
    
    3,447,377
    
    
    
    3,447,377
  2




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 For the Three MonthsEnded November 30,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (35,435
    )
    
    $
    (15,897
    )Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:Changes in operating assets and liabilities:Decrease in prepaid expenses
    
    
    8,250
    
    
    
    9,165(Decrease) increase in accounts
payable and accrued expenses
    
    
    (159
    )
    
    
    12,180NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
    
    
    (27,344
    )
    
    
    5,448NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (27,344
    )
    
    
    5,448CASH AND CASH EQUIVALENTS  beginning
    
    
    2,137,198
    
    
    
    2,204,485CASH AND CASH EQUIVALENTS  ending
    
    $
    2,109,854
    
    
    $
    2,209,933
  3




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 1  BASIS OF PRESENTATION
 (A) Interim Financial Statements
   (B) Principles of Consolidation
  (C) Loss Per Share
  (D) Use of Estimates
  4




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (E) Fair Value of Financial Instruments
  (F) Recently Adopted or Issued Accounting Pronouncements
 Fair
Value Measurements
  
    
    Level 1  observable inputs such as quoted prices in active markets.
    
    Level 2  inputs other than quoted prices in active markets that are observable either
directly or indirectly through corroboration with observable market data.
    
    Level 3  unobservable inputs in which there is little or no market data, which would
require the Company to develop its own assumptions.
  
 5




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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
  6




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Critical Accounting Policies and Use of Estimates
  Recently Adopted or Issued Accounting Pronouncements
 Fair
Value Measurements
 7




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
    
    Level 1  observable inputs such as quoted prices in active markets.
    
    Level 2  inputs other than quoted prices in active markets that are observable either
directly or indirectly through corroboration with observable market data.
    
    Level 3  unobservable inputs in which there is little or no market data, which would
require the Company to develop its own assumptions.
   Results of Operations
  Three months ended November 30, 2008 compared to three months ended November 30, 2007
    8




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Liquidity and capital resources
 General
     Contractual obligations
 Form 10-KSB
 9




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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
 10




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SIGNATURE
  GOLF ROUNDS.COM, INC.Dated: January 12, 2009
    By:
    /s/ Robert H. DonehewRobert H. DonehewPresident (Principal Executive Officer)
and Treasurer (Principal Financial Officer) 11