<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

     For the quarterly period ended:  May 31, 2004
                                      ------------

[ ]  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 small business issuer as specified in its charter)

          Delaware                                              59-1224913
       --------------                                        ----------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               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 July 15, 2004, 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
                                                                   -----   -----
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

                              GOLF ROUNDS.COM, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              May 31,
                                                                               2004
                                                                        ---------------------
<S>                                                                         <C>
ASSETS

CURRENT ASSETS:

Cash and cash equivalents                                                   $2,510,007
Deferred merger costs                                                          142,233
Prepaid expenses                                                                50,833
                                                                        ---------------------
    Total current assets                                                     2,703,073
                                                                        ---------------------
             Total Assets                                                   $2,703,073
                                                                        =====================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable and accrued expenses                                       $   85,525
                                                                        ---------------------
    Total current liabilities                                                   85,525
                                                                        ---------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

    Common stock, $.01 par value, 12,000,000 shares
      authorized, 3,447,377 issued and outstanding                          $   34,473
    Additional paid in capital                                               4,773,866
    Accumulated deficit                                                     (2,190,791)
                                                                        ---------------------
    Total stockholders' equity                                               2,617,548
                                                                        ---------------------
             Total Liabilities and Stockholders' Equity                     $2,703,073
                                                                        =====================

</TABLE>

   See accompanying notes to the condensed consolidated financial statements.

                                        2
<PAGE>


                              GOLF ROUNDS.COM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                 For the three months
                                                                                     ended May 31,
                                                                   --------------------------------------------------
                                                                           2004                        2003
                                                                   ----------------------      ----------------------
<S>                                                                    <C>                         <C>
EXPENSES:

         General, administrative and other                             $   33,564                  $   47,084
                                                                   ----------------------      ----------------------

         TOTAL EXPENSES                                                    33,564                      47,084
                                                                   ----------------------      ----------------------

LOSS FROM OPERATIONS                                                      (33,564)                    (47,084)
                                                                   ----------------------      ----------------------
OTHER INCOME:

         Interest and dividends                                             5,038                       6,391
                                                                   ----------------------      ----------------------

NET LOSS                                                               $  (28,526)                 $  (40,693)
                                                                   ======================      ======================

NET LOSS PER COMMON SHARE- BASIC AND DILUTED                           $     (.01)                 $     (.01)
                                                                   ======================      ======================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-
      BASIC AND DILUTED                                                 3,447,377                   3,447,377
                                                                   ======================      ======================
</TABLE>


   See accompanying notes to the condensed consolidated financial statements.


                                       3
<PAGE>


                              GOLF ROUNDS.COM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  For the nine months
                                                                                     ended May 31,
                                                                   --------------------------------------------------
                                                                           2004                        2003
                                                                   ----------------------      ----------------------
<S>                                                                    <C>                         <C>
EXPENSES:

         General, administrative and other                             $   118,470                 $  137,470
                                                                   ----------------------      ----------------------

         TOTAL EXPENSES                                                    118,470                    137,470
                                                                   ----------------------      ----------------------

LOSS FROM OPERATIONS                                                      (118,470)                  (137,470)
                                                                   ----------------------      ----------------------
OTHER INCOME:

         Interest and dividends                                             13,500                     19,967
                                                                   ----------------------      ----------------------

NET LOSS                                                               $  (104,970)                $ (117,503)
                                                                   ======================      ======================

NET LOSS PER COMMON SHARE- BASIC AND DILUTED                           $      (.03)                $     (.03)
                                                                   ======================      ======================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-
      BASIC AND DILUTED                                                  3,447,377                  3,447,377
                                                                   ======================      ======================
</TABLE>



   See accompanying notes to the condensed consolidated financial statements.


                                       4
<PAGE>


                              GOLF ROUNDS.COM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  For the nine months
                                                                                     ended May 31,
                                                                   --------------------------------------------------
                                                                           2004                        2003
                                                                   ----------------------      ----------------------
<S>                                                                    <C>                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net loss                                                          $  (104,970)                $  (117,503)

     Adjustments to reconcile net loss to net cash used in
       operating activities:

         Changes in operating assets and liabilities:

            Increase in prepaid expenses                                   (14,166)                    (15,203)

            Increase (decrease) in accounts payable and
                      accrued liabilities                                   17,571                     (18,133)

            Decrease in litigation settlement payable                            0                     (30,000)
                                                                   ----------------------      ----------------------
     NET CASH USED IN OPERATING ACTIVITES:                                (101,565)                   (180,839)
                                                                   ----------------------      ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

     Deferred merger costs                                                 (91,554)                          0
                                                                   ----------------------      ----------------------

     NET CASH USED IN INVESTING ACTIVITIES                                 (91,554)                          0
                                                                   ----------------------      ----------------------

NET DECREASE  IN CASH AND CASH EQUIVALENTS                                (193,119)                   (180,839)

CASH AND CASH EQUIVALENTS - beginning                                    2,703,126                   2,902,827
                                                                   ----------------------      ----------------------

CASH AND CASH EQUIVALENTS - ending                                     $ 2,510,007                 $ 2,721,988
                                                                   ======================      ======================
</TABLE>


   See accompanying notes to the condensed consolidated financial statements.


                                       5
<PAGE>


                              GOLF ROUNDS.COM, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

     (A) UNAUDITED STATEMENTS AND CERTAIN ADJUSTMENTS

     The accompanying unaudited condensed consolidated balance sheet of Golf
Rounds.com, Inc. and its wholly owned subsidiary DPE Acquisition Corp. (the
"Company") as of May 31, 2004 and the unaudited condensed consolidated
statements of operations for the three-month and nine-month periods ended May
31, 2004 and 2003 and the unaudited condensed consolidated statements of cash
flows for the nine-month periods ended May 31, 2004 and 2003 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 financial statements and notes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended August 31, 2003, as
filed with the Securities and Exchange Commission on November 25, 2003.

     The results of operations for the nine-month periods ended May 31, 2004 and
2003 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) (collectively , the "Company").

     (C) LOSS PER SHARE

     Net loss per common share is based on the weighted average number of common
shares outstanding during the applicable period. Excluded from the net loss per
share calculations for the three and nine-month periods ended May 31, 2004 and
2003 are contingently issuable shares that, if included, would have an
antidilutive effect.

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<PAGE>

     (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.

NOTE 2 - DEFERRED MERGER COSTS

     On September 19, 2003, the Company and its wholly owned subsidiary, DPE
Acquisition Corp. ("Merger Sub"), entered into an agreement and plan of
reorganization and merger ("Merger Agreement") with Direct Petroleum
Exploration, Inc. ("DPE"). The Merger Agreement provided for the merger of
Merger Sub with and into DPE, with DPE surviving as a wholly owned subsidiary of
the Company. DPE is a development-stage company that owns patented technology
for the direct detection of hydrocarbon reserves.

     The Merger Agreement provided that any party could terminate the Merger
Agreement if the merger had not been consummated on or prior to April 19, 2004.
In March 2004, the parties to the Merger Agreement executed Amendment No. 1
thereto for the sole purpose of extending the date to June 19, 2004 on which any
party could terminate the Merger Agreement if the merger has not then been
consummated. On July 12, 2004, the Company elected to terminate the Merger
Agreement under the foregoing provision.

     Although the Company will not consummate the merger with DPE, significant
costs were capitalized related to reviewing the aspects of the business of DPE
and negotiating the transactions, including legal and banking fees. The deferred
merger costs reflected on our current balance sheet of $142,233 plus the
additional costs incurred subsequent to May 31, 2004 through the termination
date will be written off in the fourth quarter of fiscal 2004.

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

     This Form 10-QSB contains forward-looking statements that may involve known
and unknown risks, uncertainties and other factors that may cause our actual
results and performance in future periods to be materially different from any
prior periods or performance suggested by these statements.

OVERVIEW

     General

     Golf Rounds.com, Inc. was incorporated in 1968. Until the fourth quarter of
fiscal 1992, we were 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, we liquidated our assets and did not conduct
any business operations until May 1999. At that time, we acquired the assets of
PKG Design, Inc., the developer of golfrounds.com and skiingusa.com, two
sports-related Internet websites. In connection with the acquisition of these
websites, we changed our name to Golf Rounds.com, Inc. In August 2001, we
determined to cease operations of our golfrounds.com and skiingusa.com websites
since continued maintenance of these


                                       7
<PAGE>

websites was not a productive use of our resources. We still own the rights to
these domain names and may sell them in connection with a business combination.
Recently, our business plan has been to serve as a vehicle for the acquisition
of a target business that we believe will have significant growth potential.

     Our business plan

     We intend to continue to use our available working capital, (currently
$2,617,548), capital stock, debt or a combination of these to effect another
business combination with a company that desires to establish a public trading
market for its securities while avoiding what it may deem to be adverse
consequences of undertaking a public offering itself, such as time delays,
significant expense, loss of voting control and other burdens including
significant professional fees. The business combination may be with a
financially stable, mature company or a company that is financially unstable or
in its early stages of development or growth.

     In seeking to attain our business objective, 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.

RESULTS OF OPERATIONS

     We have had no revenues (other than interest income) since 1992 and will
not generate any revenues (other than interest income) until, at the earliest,
the completion of a business combination.

THREE MONTHS ENDED MAY 31, 2004 AS COMPARED TO THE THREE MONTHS
ENDED MAY 31, 2003

     For the three months ended May 31, 2004 interest income was $ 5,038, as
compared to $6,391 for the three months ended May 31, 2003. The decline in
interest income was due to the reduction in U.S. Treasury Securities and money
market fund investments owned by us, which are reported as cash and cash
equivalents, and lower rates of return on such investments.

                                       8
<PAGE>

     General, administrative and other expenses were $ 33,564 for the three
months ended May 31, 2004, as compared to $47,084 for the three months ended May
31, 2003. This decrease was due primarily to reductions in legal expenses and
audit and accounting fees.

     General, administrative and other expenses for the three months ended May
31, 2004 consisted primarily of directors' and officers' liability insurance
expenses of $13,334, payroll expenses of $8,332, audit and accounting fee
expenses of $4,700, office sharing expenses of $2,700, legal expenses of $2,292,
stockholder services expenses of $1,500, taxes and licenses of $681 and office
expenses of $25.

NINE MONTHS ENDED MAY 31, 2004 AS COMPARED TO THE NINE MONTHS
ENDED MAY 31, 2003

     For the nine months ended May 31, 2004 interest income was $13,500, as
compared to $19,967 for the nine months ended May 31, 2003. The decline in
interest income was due to the reduction in U.S. Treasury Securities and money
market fund investments owned by us, which are reported as cash and cash
equivalents, and lower rates of return on such investments.

     General, administrative and other expenses were $ 118,470 for the nine
months ended May 31, 2004, as compared to $ 137,470 for the nine months ended
May 31, 2003. This decrease was due primarily to reductions in payroll expenses,
legal expenses and audit and accounting fees (on January 31, 2003 the Chairman's
salary of $ 2,500 per month was eliminated).

     General, administrative and other expenses for the nine months ended May
31, 2004 consisted primarily of directors' and officers' liability insurance
expenses of $ 40,834, payroll expenses of $ 24,480, audit and accounting fee
expenses of $ 17,839, legal expenses of $15,092, office sharing expenses of $
8,100, stockholder services expenses of $ 7,469, taxes and licenses of $ 3,696
and office expenses of $ 960.

LIQUIDITY AND CAPITAL RESOURCES

     At May 31, 2004, cash and cash equivalents were $ 2,510,007, which included
$2,148,549 that was invested in U.S. Treasury Securities that matured in June
and July of 2004 and $ 361,458 invested in a money market and checking accounts
with an effective yield of 0.38%. At May 31, 2004, working capital was
$2,617,548. This working capital will be reduced by the terminated merger costs
that will be expensed in the fourth quarter fiscal year 2004. (See Note 2 to the
accompanying financial statements).

     Cash flows used in operating activities for the nine-month period ended May
31, 2004 of $ 101,565 primarily relate to general and administrative expenses.
Cash flows used in investing activities of $ 91,554 primarily relate to deferred
merger costs from the terminated merger with Direct Petroleum Exploration, Inc.


ITEM 3. CONTROLS AND PROCEDURES

     An evaluation of the effectiveness of our disclosure controls and
procedures was made as of May 31, 2004 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


                                       9
<PAGE>

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.


                           PART II: OTHER INFORMATION

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits Filed.

          Exhibit 31.1   Section 302 Certification of Chairman
                         (Chief Executive Officer)
          Exhibit 31.2   Section 302 Certification of President
                         (Chief Financial Officer)
          Exhibit 32.1   Section 906 Certification

     (b)  Reports on Form 8-K.

     On December 1, 2003, we filed a Current Report on Form 8-K, as amended by a
Current Report on Form 8-K/A, filed on December 1, 2003, reporting events under
Items 4 and 7.

     On March 31, 2004, we filed an amendment on Form 8-K/A to a Current Report
on Form 8-K, filed on October 8, 2003, reporting events under Items 5 and 7.

     On July 12, 2004, we filed an amendment on Form 8-K/A to a Current Report
on Form 8-K, filed on October 8, 2003, reporting events under Items 5 and 7.

     On July 13, 2004, we filed an amendment on Form 8-K/A to a Current Report
on Form 8-K, filed on October 8, 2003, reporting events under Items 5 and 7.


                                       10
<PAGE>


                                    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: July 15, 2004                           By: /s/ Robert H. Donehew
                                                   -----------------------------
                                                   Robert H. Donehew
                                                   President and Treasurer
                                                   (Principal Financial Officer)


                                       11