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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, 2010
 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
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 111 Village Parkway, Building #2, Marietta, Georgia 30067
 (Registrants telephone number)
 (Former name, former address and former fiscal year,
  þ o
 o 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 Sheets

F-1Condensed Consolidated Statements of Operations

F-2Condensed Consolidated Statement of Stockholders Equity

F-3Condensed Consolidated Statements of Cash Flows

F-4Notes to Condensed Consolidated Financial Statements

F-5Item 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 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. Exhibits

6SIGNATURES

7EXHIBIT INDEXEX-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, 2010
    
    
    August 31, 2010(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    129,248
    
    
    $
    1,931,769Prepaid expenses
    
    
    11,667
    
    
    
    15,667Total current assets
    
    
    140,915
    
    
    
    1,947,436Total assets
    
    $
    140,915
    
    
    $
    1,947,436Liabilities and Stockholders EquityCurrent liabilities:Accounts payable and accrued expenses
    
    $
    20,179
    
    
    $
    23,692Total current liabilities
    
    
    20,179
    
    
    
    23,692Stockholders equity:Common stock, $0.01 par value;
12,000,000 shares authorized, 3,567,377 and 3,447,377 issued and
outstanding, respectively
    
    
    35,673
    
    
    
    34,473Additional paid-in capital
    
    
    3,178,550
    
    
    
    4,923,839Accumulated deficit
    
    
    (3,093,487
    )
    
    
    (3,034,568
    )Total stockholders equity
    
    
    120,736
    
    
    
    1,923,744Total liabilities and stockholders equity
    
    $
    140,915
    
    
    $
    1,947,436
  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, 2010
    
    
    November 30, 2009Expenses:General, administrative and other
    
    $
    59,771
    
    
    $
    36,053Total operating expenses
    
    
    59,771
    
    
    
    36,053Loss from operations
    
    
    (59,771
    )
    
    
    (36,053
    )Other income:Interest income
    
    
    852
    
    
    
    1,489Total other income
    
    
    852
    
    
    
    1,489Net loss
    
    $
    (58,919
    )
    
    $
    (34,564
    )Net loss per common share  basic and diluted
    
    $
    (0.02
    )
    
    $
    (0.01
    )Weighted average number of common shares 
outstanding  basic and diluted
    
    
    3,531,773
    
    
    
    3,447,377
  F-2




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2010
(Unaudited)
 Additional
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    EquityBalance, August 31, 2010
    
    
    3,447,377
    
    
    $
    34,473
    
    
    $
    4,923,839
    
    
    $
    (3,034,568
    )
    
    $
    1,923,744Cash dividend paid to stockholders
    
    
    
    
    
    
    
    
    
    
    (1,783,689
    )
    
    
    
    
    
    
    (1,783,689
    )Stock options exercised
    
    
    120,000
    
    
    
    1,200
    
    
    
    38,400
    
    
    
    
    
    
    
    39,600Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (58,919
    )
    
    
    (58,919
    )Balance, November 30, 2010
    
    
    3,567,377
    
    
    $
    35,673
    
    
    $
    3,178,550
    
    
    $
    (3,093,487
    )
    
    $
    120,736
  F-3




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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, 2010
    
    
    November 30, 2009Cash flows from operating activities:Net loss
    
    $
    (58,919
    )
    
    $
    (34,564
    )Adjustments to reconcile net loss to net cash used in operating activites:Changes in operating assets and liabilities:Decrease in prepaid expenses
    
    
    4,000
    
    
    
    4,500Increase in accounts payable and accrued expenses
    
    
    (3,513
    )
    
    
    (2,235
    )Net cash used in operating activities
    
    
    (58,432
    )
    
    
    (32,299
    )Cash flows from financing activities:Proceeds from stock options exercised
    
    
    39,600
    
    
    
    Dividends paid to stockholders
    
    
    (1,783,689
    )
    
    
    Net cash used in financing activities
    
    
    (1,744,089
    )
    
    
    Net decrease in cash and cash equivalents
    
    
    (1,802,521
    )
    
    
    (32,299
    )Cash and cash equivalents  beginning
    
    
    1,931,769
    
    
    
    2,036,836Cash and cash equivalents  ending
    
    $
    129,248
    
    
    $
    2,004,537
  F-4




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOVEMBER 30, 2010
 (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
  NOTE 2  STOCKHOLDERS EQUITY
 (A) Special Dividend
  F-5




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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2010
(Unaudited)
 (B) Common Stock
  (C) Stock Options
  WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNo. of
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    ValueBalance outstanding at September 1, 2010
    
    
    705,000
    
    
    $
    0.65Granted
    
    
    Exercised
    
    
    (120,000
    )
    
    $
    0.33Forfeited
    
    
    Expired
    
    
    Balance outstanding at November 30, 2010
    
    
    585,000
    
    
    $
    0.72
    
    
    
    3.2
    
    
    $
    Exercisable at November 30, 2010
    
    
    585,000
    
    
    $
    0.72
    
    
    
    3.2
    
    
    $
    
 F-6




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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
  4




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Results of Operations
  Three months ended November 30, 2010 compared to three months ended November 30, 2009
    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 6. EXHIBITS.
 Exhibit 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, 2011
    By:
    /s/ Robert H. DonehewRobert H. DonehewPresident (Principal Executive Officer) and
Treasurer (Principal Financial Officer) 7