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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, 2009
 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.)
 
 
 
  þ o
   Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ  þ o




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TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATION
    
    
    1Item 1. Financial Statements
    
    
    1Condensed Consolidated Balance Sheets
    
    
    1Condensed Consolidated Statements of Operations
    
    
    2Condensed Consolidated Statements of Cash Flow
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    7Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    9Item 4T. Controls and Procedures
    
    
    10PART II  OTHER INFORMATION
    
    
    10Item 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
    
    
    10SIGNATURES
    
    
    11EXHIBIT INDEXExhibit 31.1Exhibit 32.1EX-31.1: CERTIFICATIONEX-32.1: CERTIFICATION
  
 *
    
    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
 February 28,2009
    
    
    August 31,(Unaudited)
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    2,090,064
    
    
    $
    2,137,198Prepaid expenses
    
    
    10,500
    
    
    
    27,000Total current assets
    
    
    2,100,564
    
    
    
    2,164,198Total assets
    
    $
    2,100,564
    
    
    $
    2,164,198Liabilities and Stockholders EquityCurrent liabilities:Accounts payable and accrued expenses
    
    $
    946
    
    
    $
    3,828Total current liabilities
    
    
    946
    
    
    
    3,828Stockholders equity:Common stock, $0.01 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
    
    
    (2,827,494
    )
    
    
    (2,766,742
    )Total stockholders equity
    
    
    2,099,618
    
    
    
    2,160,370Total liabilities and stockholders equity
    
    $
    2,100,564
    
    
    $
    2,164,198
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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 For the Three Months EndedFebruary 28,
    
    
    February 29,2009
    
    
    2008Expenses:General, administrative and other
    
    $
    30,903
    
    
    $
    36,597Total operating expenses
    
    
    30,903
    
    
    
    36,597Loss from operations
    
    
    (30,903
    )
    
    
    (36,597
    )Other income:Interest income
    
    
    5,586
    
    
    
    14,779Total other income
    
    
    5,586
    
    
    
    14,779Net loss
    
    $
    (25,317
    )
    
    $
    (21,818
    )Net loss per common share  basic and diluted
    
    $
    (0.01
    )
    
    $
    (0.01
    )Weighted average number of common shares
outstanding  basic and diluted
    
    
    3,447,377
    
    
    
    3,447,377
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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 For the Six Months EndedFebruary 28,
    
    
    February 29,2009
    
    
    2008Expenses:General, administrative and other
    
    $
    70,389
    
    
    $
    75,103Total operating expenses
    
    
    70,389
    
    
    
    75,103Loss from operations
    
    
    (70,389
    )
    
    
    (75,103
    )Other income:Interest income
    
    
    9,637
    
    
    
    37,388Total other income
    
    
    9,637
    
    
    
    37,388Net loss
    
    $
    (60,752
    )
    
    $
    (37,715
    )Net loss per common share  basic and diluted
    
    $
    (0.02
    )
    
    $
    (0.01
    )Weighted average number of common shares
outstanding  basic and diluted
    
    
    3,447,377
    
    
    
    3,447,377
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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 For the Six Months EndedFebruary 28,
    
    
    February 29,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (60,752
    )
    
    $
    (37,715
    )Adjustments to reconcile net loss to net cash used in operating activites:Changes in operating assets and liabilities:Decrease in prepaid expenses
    
    
    16,500
    
    
    
    18,330(Decrease) increase in accounts payable and accrued expenses
    
    
    (2,882
    )
    
    
    5,193Net cash used in operating activities
    
    
    (47,134
    )
    
    
    (14,192
    )Net decrease in cash and cash equivalents
    
    
    (47,134
    )
    
    
    (14,192
    )Cash and cash equivalents at beginning of period
    
    
    2,137,198
    
    
    
    2,204,485Cash and cash equivalents at end of period
    
    $
    2,090,064
    
    
    $
    2,190,293
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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
(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
  (F) Recently Adopted or Issued Accounting Pronouncements
 Fair
Value Measurements
  
    
    Level 1  observable inputs such as quoted prices in active markets.
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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
(Unaudited)
 
    
    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.
 
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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
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Critical Accounting Policies and Use of Estimates
  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.
   Results of Operations
  Three months ended February 28, 2009 compared to three months ended February 29, 2008
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Six months ended February 28, 2009 compared to six months ended February 29, 2008
    Liquidity and capital resources
 General
     Contractual obligations
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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ITEM 4T. CONTROLS AND PROCEDURES.
 Disclosures and Procedures
   Changes in Internal Controls
  
 PART II
 OTHER INFORMATION
 
 ITEM 6. EXHIBITS.
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SIGNATURE
  GOLF ROUNDS.COM, INC.Dated: April 14, 2009
    By:
    /s/ Robert H. DonehewRobert H. DonehewPresident (Principal Executive Officer) and
Treasurer (Principal Financial Officer) 11