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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: November 30, 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
  o o
  Large accelerated filer o
Accelerated filer o
Non-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
    
    F-1Item 1. Financial Statements
    
    F-1Condensed Consolidated Balance Sheets
    
    F-1Condensed Consolidated Statements of Operations
    
    F-2Condensed Consolidated Statements of Cash Flows
    
    F-3Notes to Condensed Consolidated Financial Statements
    
    F-4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    3Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    5Item 4T. Controls and Procedures
    
    5PART II  OTHER INFORMATION
    
    6Item 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
    
    6Item 6. Exhibits
    
    6SIGNATURES
    
    7EXHIBIT INDEXExhibit 17.1
    
    8Exhibit 31.1Exhibit 32.1EX-17.1EX-31.1EX-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, 2009
    
    
    August 31, 2009(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    2,004,537
    
    
    $
    2,036,836Prepaid expenses
    
    
    12,500
    
    
    
    17,000Total current assets
    
    
    2,017,037
    
    
    
    2,053,836Total assets
    
    $
    2,017,037
    
    
    $
    2,053,836Liabilities and Stockholders EquityCurrent liabilities:Accounts payable and accrued expenses
    
    $
    1,595
    
    
    $
    3,830Total current liabilities
    
    
    1,595
    
    
    
    3,830Stockholders 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
    
    
    (2,911,670
    )
    
    
    (2,877,106
    )Total stockholders equity
    
    
    2,015,442
    
    
    
    2,050,006Total liabilities and stockholders equity
    
    $
    2,017,037
    
    
    $
    2,053,836
  F-1




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 For the Three
    
    
    For the ThreeMonths Ended
    
    
    Months EndedNovember 30, 2009
    
    
    November 30, 2008Expenses:General, administrative and other
    
    $
    36,053
    
    
    $
    39,486Total operating expenses
    
    
    36,053
    
    
    
    39,486Loss from operations
    
    
    (36,053
    )
    
    
    (39,486
    )Other income:Interest income
    
    
    1,489
    
    
    
    4,051Total other income
    
    
    1,489
    
    
    
    4,051Net loss
    
    $
    (34,564
    )
    
    $
    (35,435
    )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
  F-2




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 For the Three
    
    
    For the ThreeMonths Ended
    
    
    Months EndedNovember 30, 2009
    
    
    November 30, 2008Cash flows from operating activities:Net loss
    
    $
    (34,564
    )
    
    $
    (35,435
    )Adjustments to reconcile net loss to net cash used in operating activites:Changes in operating assets and liabilities:Decrease in prepaid expenses
    
    
    4,500
    
    
    
    8,250Decrease in accounts payable and accrued expenses
    
    
    (2,235
    )
    
    
    (159
    )Net cash used in operating activities
    
    
    (32,299
    )
    
    
    (27,344
    )Net decrease in cash and cash equivalents
    
    
    (32,299
    )
    
    
    (27,344
    )Cash and cash equivalents  beginning
    
    
    2,036,836
    
    
    
    2,137,198Cash and cash equivalents  ending
    
    $
    2,004,537
    
    
    $
    2,109,854
  F-3




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2009 AND 2008
(Unaudited)
 NOTE 1  BASIS OF PRESENTATION
 (A) Interim Financial Statements
   (B) Principles of Consolidation
  (C) Loss Per Share
  (D) Use of Estimates
  (E) Recently Adopted or Issued Accounting Pronouncements
  F-4




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2009 AND 2008
(Unaudited)
 NOTE 2  FAIR VALUE OF FINANCIAL INSTRUMENTS
      Total CarryingValue at
    
    
    Fair Value Measurements at November 30, 2009November 30, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Cash and cash equivalents
    
    $
    2,004,537
    
    
    $
    2,004,537
    
    
    $
    
    
    
    $
    
  NOTE 3  SUBSEQUENT EVENTS
  F-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
   3




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Critical Accounting Policies and Use of Estimates
  Recently Adopted or Issued Accounting Pronouncements
   4




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Results of Operations
  Three months ended November 30, 2009 compared to three months ended November 30, 2008
    Liquidity and Capital Resources
 General
     Contractual obligations
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  
 ITEM 4T. CONTROLS AND PROCEDURES.
 Disclosures and Procedures
  5




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Changes in Internal Controls
  
 PART II
 OTHER INFORMATION
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS.
 Exhibit 17.1
    
    Charos Letter of ResignationExhibit 31.1
    
    Section 302 Certification of President and TreasurerExhibit 32.1
    
    Section 906 Certification
 6




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SIGNATURE
  GOLF ROUNDS.COM, INC.Dated: January 14, 2010
    By:
    /s/ Robert H. DonehewRobert H. DonehewPresident (Principal Executive Officer) and
Treasurer (Principal Financial Officer) 7