<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: February 29, 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 April 12, 2003, 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)

                                                                    February 29,
                                                                        2004
                                                                    -----------
ASSETS
------

CURRENT ASSETS:

Cash and cash equivalents                                           $ 2,573,239
Deferred merger costs                                                   124,325
Prepaid expenses                                                         14,167
                                                                    -----------

    Total current assets                                              2,711,731
                                                                    -----------

         Total Assets                                               $ 2,711,731
                                                                    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:

Accounts payable and accrued expenses                               $    65,657
                                                                    -----------

         Total current liabilities                                       65,657
                                                                    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

         Common stock, $.01 par value, 12,000,000 shares
          authorized, 3,447,377 issued and outstanding              $    34,473
         Additional capital in excess of par value                    4,773,866
         Accumulated deficit                                         (2,162,265)
                                                                    -----------

         Total stockholders' equity                                   2,646,074
                                                                    -----------

              Total Liabilities and Stockholders' Equity            $ 2,711,731
                                                                    ===========


   See accompanying notes to the condensed consolidated financial statements.


                                       2
<PAGE>


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


                                                         For the three months
                                                       ended February 29 and 28
                                                      --------------------------
                                                         2004           2003
                                                      -----------   -----------
EXPENSES:

         General, administrative and other            $    36,714   $    41,839
                                                      -----------   -----------

         TOTAL EXPENSES                                    36,714        41,839
                                                      -----------   -----------

LOSS FROM OPERATIONS                                      (36,714)      (41,839)
                                                      -----------   -----------

OTHER INCOME:

         Interest and dividends                             4,954         5,480
                                                      -----------   -----------

NET LOSS                                              $   (31,760)  $   (36,359)
                                                      ===========   ===========

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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING    3,447,377     3,447,377
                                                      ===========   ===========



   See accompanying notes to the condensed consolidated financial statements.



                                       3
<PAGE>


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


                                                          For the six months
                                                       ended February 29 and 28
                                                      --------------------------
                                                         2004           2003
                                                      -----------   -----------
EXPENSES:

         General, administrative and other            $    84,906   $    90,386
                                                      -----------   -----------

         TOTAL EXPENSES                                    84,906        90,386
                                                      -----------   -----------

LOSS FROM OPERATIONS                                      (84,906)      (90,386)
                                                      -----------   -----------

OTHER INCOME:

         Interest and dividends                             8,462        13,576
                                                      -----------   -----------

NET LOSS                                              $   (76,444)  $   (76,810)
                                                      ===========   ===========

BASIC AND DILUTED NET LOSS PER COMMON SHARE           $      (.02)  $      (.02)
                                                      ===========   ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING    3,447,377     3,447,377
                                                      ===========   ===========



   See accompanying notes to the condensed consolidated financial statements.



                                       4
<PAGE>


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

                                                         For the six months
                                                      ended February 29 and 28
                                                     --------------------------
                                                        2004            2003
                                                     -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net loss                                        $   (76,444)   $   (76,810)

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

        Increase or decrease in:

          Prepaid expenses                                22,500         26,614

          Accounts payable and accrued liabilities        (2,299)       (24,424)

          Litigation settlement payable                     -           (30,000)
                                                     -----------    -----------

     NET CASH USED IN OPERATING ACTIVITES:               (56,243)      (104,620)
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

     Deferred merger costs                               (73,644)         -
                                                     -----------    -----------

     NET CASH USED IN INVESTING ACTIVITIES               (73,644)         -
                                                     -----------    -----------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS             (129,887)      (104,620)

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

CASH AND CASH EQUIVALENTS - ending                   $ 2,573,239    $ 2,798,207
                                                     ===========    ===========


   See accompanying notes to the condensed consolidated financial statements.



                                       5
<PAGE>


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


NOTE 1 - BASIS OF PRESENTATION

         Unaudited Statements and Certain Adjustments
         --------------------------------------------

         The accompanying unaudited condensed consolidated balance sheet of Golf
Rounds.com, Inc. (the "Company") as of February 29, 2004 and the unaudited
condensed consolidated statements of operations for the three- month and
six-month periods ended February 29,2004 and February 28, 2003 and the unaudited
condensed consolidated statements of cash flows for the six-month periods ended
February 29, 2004 and February 28, 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 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 six-month periods ended February 29,
2004 and 2003 are not necessarily indicative of the results to be expected for
the entire fiscal year or for any other period. Prior year's financial
statements have been reclassified to conform to the current year's presentation.

         Recent Accounting Pronouncements
         --------------------------------

         In January 2003, (as revised in December 2003) The Financial Accounting
Standards Board ("FASB") issued Interpretation No. 46, "Consolidation of
Variable Interest Entities", an interpretation of Accounting Research Bulletin
("ARB") No. 51, "Consolidated Financial Statements." Interpretation No. 46
addresses consolidation by business enterprises of variable interest entities,
which have one or both of the following characteristics: (i) the equity
investment at risk is not sufficient to permit the entity to finance its
activities without additional subordinated support from other parties, which is
provided through other interest that will absorb some or all of the expected
losses of the entity; (ii) the equity investors lack one or more of the
following essential characteristics of a controlling financial interest: the
direct or indirect ability to make decisions about the entities activities
through voting rights or similar rights; or the obligation to absorb the
expected losses of the entity if they occur, which makes it possible for the
entity to finance its activities; the right to receive the expected residual
returns of the entity if they occur, which is the compensation for the risk of
absorbing the expected losses.

         Interpretation No. 46, as revised, also requires expanded disclosures
by the primary beneficiary (as defined) of a variable interest entity and by an
enterprise that holds a significant variable interest in a variable interest
entity but is not the primary beneficiary.

         Interpretation No. 46, as revised, applies to small business issuers no
later than the end of the first reporting period that ends after December 15,
2004. This effective date includes those entities to which Interpretation 46 had
previously been applied. However, prior to the required application of
Interpretation No. 46, a public entity that is a small business issuer shall
apply


                                       6
<PAGE>

Interpretation 46 or this Interpretation to those entities that are considered
to be special-purpose entities no later than as of the end of the first
reporting period that ends after December 15, 2003.

         Interpretation No. 46 may be applied prospectively with a
cumulative-effect adjustment as of the date on which it is first applied or by
restating previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year restated.

         The implementation of the provisions of Interpretation No. 46 is not
expected to have a significant effect on the Company's consolidated financial
statement presentation or disclosure.

         In May 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 150, "Accounting For
Certain Financial Instruments with Characteristics of both Liabilities and
Equity." SFAS No. 150 changes the accounting for certain financial instruments
with characteristics of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity. The new accounting guidance
contained in SFAS No. 150 requires that those instruments be classified as
liabilities in the balance sheet.

         SFAS No. 150 affects the issuer's accounting for three types of
freestanding financial instruments. One type is mandatorily redeemable shares,
which the issuing company is obligated to buy back in exchange for cash or other
assets. A second type includes put options and forward purchase contracts, which
involves instruments that do or may require the issuer to buy back some of its
shares in exchange for cash or other assets. The third type of instruments that
are liabilities under this Statement is obligations that can be settled with
shares, the monetary value of which is fixed, tied solely or predominantly to a
variable such as a market index, or varies inversely with the value of the
issuers' shares. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.

         Most of the provisions of Statement 150 are consistent with the
existing definition of liabilities in FASB Concepts Statement No. 6, "Elements
of Financial Statements." The remaining provisions of this Statement are
consistent with the FASB's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing its
own shares. This Statement shall be effective for financial instruments entered
into or modified after May 31, 2003 and otherwise shall be effective at the
beginning of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2004.

         Management does not expect the adoption of these pronouncements to have
a material impact on the Company's consolidated financial position or results of
operations.

NOTE 2 - LOSS PER SHARE

         Net loss per common share is based on the weighted average number of
shares outstanding during the applicable period. Excluded from the net loss per
share calculations for the three and six-month periods ended February 29, 2004
and February 28, 2003 are contingently issuable shares that, if included, would
have an antidilutive effect.

NOTE 3 - USE OF ESTIMATES

         In preparing financial statements in conformity with generally accepted
accounting principles in the United States of America, management is required to
make estimates and


                                       7
<PAGE>

assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reported period. Actual results
could differ from those estimates.

NOTE 4 - 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"). DPE is a development-stage company that owns patented
technology for the direct detection of hydrocarbon reserves. On March 26, 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 may
terminate the Merger Agreement (if the Merger has not then been consummated).

         The Merger Agreement provides for the merger ("Merger") of Merger Sub
with and into DPE, with DPE surviving the Merger as a wholly owned subsidiary of
the Company. The Merger is expected to be consummated prior to the end of our
2004 fiscal year.

         The Merger will result in a change of control of the Company. Upon
consummation of the Merger, the DPE Shareholders will hold at least 60% of the
Company's outstanding shares. This change in ownership may restrict the future
utilization of the Company's existing net tax benefit carryforwards.

         In addition, the current board of directors and executive officers of
the Company will resign at the effective time. The board of directors
immediately following the effective time shall consist of six persons designated
by DPE and one person designated by the outgoing board of the Company.

         If the Merger is consummated, the Company shall pay a finder's fee
("Fee") to certain persons, two of whom are shareholders of the Company.
Pursuant to the terms of a finders fee agreement, the Fee will be paid by
issuing the finders shares of Company stock representing an aggregate of 5% of
the outstanding shares; of which the two finders who are shareholders of the
Company will receive, in the aggregate, shares of Company stock equal to 2.5% of
the outstanding shares. Assuming no adjustment resulting from the Company's cash
position on the closing date, the aggregate number of shares of Company stock to
be issued as the Fee shall be 492,482.

         Deferred Merger costs were related to legal fees that have been
incurred to complete the Merger.

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.

                                       8
<PAGE>

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 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.

         Proposed Acquisition

         Implementing our business plan, on September 19, 2003, we and our
wholly owned subsidiary, DPE Acquisition Corp. ("Merger Sub"), entered into an
agreement and plan of reorganization and merger with Direct Petroleum
Exploration, Inc ("Direct Petroleum"). Direct Petroleum is a development-stage
company that owns patented technology for the direct detection of hydrocarbon
reserves. Direct Petroleum's technology has been used successfully outside of
the United States for more than two years. On March 26, 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 may terminate the Merger
Agreement (if the Merger has not then been consummated).

         The Merger Agreement provides for the merger of Merger Sub with and
into Direct Petroleum, with Direct Petroleum surviving the merger as our wholly
owned subsidiary. The merger is expected to be consummated prior to the end of
our 2004 fiscal year.

         Our business plan, if the Direct Petroleum Transaction is not
consummated

         Although we have signed a Merger Agreement with Direct Petroleum, the
consummation of the merger is subject to many conditions. If the merger is not
consummated we intend to continue to use our available working capital,
(currently $2,646,074), 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


                                       9
<PAGE>

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 FEBRUARY 29, 2004 AS COMPARED TO THE THREE MONTHS ENDED
FEBRUARY 28, 2003

         For the three months ended February 29, 2004 interest income was
$4,954, as compared to $5,480 for the three months ended February 28, 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 $36,714 for the three
months ended February 29, 2004, as compared to $41,839 for the three months
ended February 28, 2003. This decrease was due primarily to reductions in
payroll expenses and accounting fees (On January 31, 2003 the Chairman's salary
of $2,500 per month was eliminated). These reductions were offset in part by
increases in legal expenses, directors' and officers' liability insurance
expenses and certain other expenses.

         General, administrative and other expenses for the three months ended
February 29, 2004 consisted primarily of directors' and officers' liability
insurance expenses of $13,750, payroll expenses of $8,074, audit and accounting
fee expenses of $5,139, legal expenses of $4,422, office sharing expenses of
$2,700, stockholder services expenses of $1,500, taxes and licenses of $965 and
miscellaneous expenses of $164.

SIX MONTHS ENDED FEBRUARY 29, 2004 AS COMPARED TO THE SIX MONTHS ENDED
FEBRUARY 28, 2003

         For the six months ended February 29, 2004 interest income was $8,462,
as compared to $13,576 for the six months ended February 28, 2003. The decline
in interest income was due to


                                       10
<PAGE>

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 $84,906 for the six
months ended February 29, 2004, as compared to $90,386 for the six months ended
February 28, 2003. This decrease was due primarily to reductions in payroll
expenses and accounting fees (On January 31, 2003 the Chairman's salary of
$2,500 per month was eliminated). These reductions were offset in part by
increases in legal expenses, directors' and officers' liability insurance
expenses, stockholder services expenses, taxes and licenses expenses and certain
other expenses.

          General, administrative and other expenses for the six months ended
February 29, 2004 consisted primarily of directors' and officers' liability
insurance expenses of $27,500, payroll expenses of $16,148, audit and accounting
fee expenses of $13,139, legal expenses of $12,800, stockholder services
expenses of $6,612, office sharing expenses of $5,400, taxes and licenses of
$3,015 and miscellaneous expenses of $292.

LIQUIDITY AND CAPITAL RESOURCES

         At February 29, 2004, cash and cash equivalents were $2,573,239, which
included $2,397,954 that was invested in U.S. Treasury Securities that matured
in March and April of 2004 and $175,285 invested in a money market and checking
accounts with an effective yield of 0.20%. At February 29, 2004, working capital
was $2,646,074.

         Cash flows used in operating activities for the six-month period ended
February 29, 2004 of $56,243 primarily relate to general and administrative
expenses. Cash flows used in investing activities of $73,644 primarily relate to
deferred merger costs from the proposed merger with Direct Petroleum
Exploration, Inc.

         If the Merger is consummated, our working capital after the Merger will
be largely comprised of our then remaining current cash assets. We anticipate
that after the Merger we will use substantially all of our then 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.
Currently, our working capital on a non-merged basis is sufficient to last for
more than 24 months, but if the Merger is consummated, there can be no assurance
that the then working capital will be sufficient for the anticipated combined
operations which will consist largely of the acquired business. At the time of
the merger, there will have to be an assessment of the capital needs of the
Company on a going forward basis to determine the future funding requirements.
We have no funding commitments at this time for our business or that of the
acquired business. We currently believe that if we need capital in the future,
we will be able to raise capital through sales of its equity and institutional
or investor borrowings, although we cannot assure you we will be able to obtain
such capital.




                                       11
<PAGE>


ITEM 3. CONTROLS AND PROCEDURES

         An evaluation of the effectiveness of our disclosure controls and
procedures was made as of February 29, 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 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.








                                       12
<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: April 12, 2004                    By: /s/ Robert H. Donehew
                                            ---------------------------------
                                            Robert H. Donehew
                                            President and Treasurer
                                            (Principal Financial Officer)

















                                       13