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                                  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 28, 2005
                                        -----------------

[ ]   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 11, 2005, 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]

                                TABLE OF CONTENTS

Item 1.  Financial Statements................................................F-1

         Condensed Consolidated Balance Sheet as of
           February 28, 2005 (unaudited).....................................F-1

         Condensed Consolidated Statements of Operations for the
           Three Months Ended February 28, 2005 and
           February 29, 2004 (unaudited).....................................F-2

         Condensed Consolidated Statements of Operations for the
           Six Months Ended February 28, 2005 and
           February 29, 2004 (unaudited).....................................F-3

         Condensed Consolidated Statements of Cash Flows for the
           Six Months Ended February 28, 2005 and
           February 29, 2004 (unaudited).....................................F-4

         Notes to Condensed Consolidated Financial Statements
           (unaudited).................................................F-5 - F-6

Item 2.  Management's Discussion and Analysis or Plan of Operation...........1-4

Item 3.  Controls and Procedures...............................................4

Item 4.  Submission of Matters to Vote of Security Holders.....................4

Item 6.  Exhibits and Reports on Form 8-K......................................5

                                       (i)

ITEM 1.  FINANCIAL STATEMENTS

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

                                                               FEBRUARY 28, 2005
                                                               -----------------

                                     ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                                    $ 2,344,524
     Prepaid expenses                                                  13,333
                                                                  -----------
         TOTAL CURRENT ASSETS                                       2,357,857
                                                                  -----------
 TOTAL ASSETS                                                     $ 2,357,857
                                                                  ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

    Accounts payable and accrued expenses                         $    16,653
                                                                  -----------
TOTAL CURRENT LIABILITIES                                              16,653
                                                                  -----------
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                       4,831,939
    Accumulated deficit                                            (2,525,208)
                                                                  -----------

    TOTAL STOCKHOLDERS' EQUITY                                      2,341,204
                                                                  -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 2,357,857
                                                                  ===========

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                       F-1

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

                                                     FOR THE THREE MONTHS ENDED
                                                     --------------------------
                                                     FEBRUARY 28,   FEBRUARY 29,
                                                         2005           2004
                                                     -----------    -----------

EXPENSES:
    General, administrative and other                $    56,411    $    36,714
                                                     -----------    -----------

    TOTAL EXPENSES                                        56,411         36,714
                                                     -----------    -----------

LOSS FROM OPERATIONS                                     (56,411)       (36,714)
                                                     -----------    -----------

OTHER INCOME:
    Interest and dividends                                11,286          4,954
                                                     -----------    -----------

    TOTAL OTHER INCOME                                    11,286          4,954
                                                     -----------    -----------

NET LOSS                                             $   (45,125)   $   (31,760)
                                                     ===========    ===========

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
                                                     ===========    ===========

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                       F-2

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

                                                     FOR THE SIX MONTHS ENDED
                                                    --------------------------
                                                    FEBRUARY 28,   FEBRUARY 29,
                                                        2005           2004
                                                    -----------    -----------

EXPENSES:
    General, administrative and other               $    92,981    $    84,906
                                                    -----------    -----------

    TOTAL EXPENSES                                       92,981         84,906
                                                    -----------    -----------

LOSS FROM OPERATIONS                                    (92,981)       (84,906)
                                                    -----------    -----------
OTHER INCOME:
    Interest and dividends                               19,722          8,462
                                                    -----------    -----------

    TOTAL OTHER INCOME                                   19,722          8,462
                                                    -----------    -----------

NET LOSS                                            $   (73,259)   $   (76,444)
                                                    ===========    ===========

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

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

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                       F-3

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

                                                                FOR THE SIX MONTHS ENDED
                                                               --------------------------
                                                               FEBRUARY 28,   FEBRUARY 29,
                                                                  2005           2004
                                                               -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                    $   (73,259)   $   (76,444)
   Adjustments to reconcile net loss to net cash used in
      operating activities:

      Changes in operating assets and liabilities:
         Decrease in prepaid expenses                               25,000         22,500
         Increase in deferred merger costs                             -0-        (73,644)
         Decrease in accounts payable and accrued expenses          (2,060)        (2,299)
                                                               -----------    -----------

   NET CASH USED IN OPERATING ACTIVITIES                           (50,319)      (129,887)
                                                               -----------    -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                          (50,319)      (129,887)

CASH AND CASH EQUIVALENTS - beginning                          $ 2,394,843    $ 2,703,126
                                                               -----------    -----------

CASH AND CASH EQUIVALENTS - ending                             $ 2,344,524    $ 2,573,239
                                                               ===========    ===========

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                       F-4

                      GOLF ROUNDS.COM, INC. AND SUBSIDIARY
              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.
(collectively, the "Company") as of February 28, 2005 and the unaudited
condensed consolidated statements of operations for the three-month and
six-month periods ended February 28, 2005 and February 29, 2004 and the
unaudited condensed consolidated statements of cash flows for the six-month
periods ended February 28, 2005 and February 29, 2004 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 consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended August
31, 2004, as filed with the Securities and Exchange commission on December 23,
2004.

         The results of operations for the six-month periods ended February 28,
2005 and February 29, 2004 are not necessarily indicative of the results to be
expected for the entire fiscal year or for any other period. Certain amounts
from prior periods have been reclassified to conform to the current period's
presentation.

         (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).

         (C)  LOSS PER SHARE

         Net loss per common share is based on the weighted average number of
shares of common stock outstanding during the applicable period. Excluded from
the net loss per share calculations for the six-month periods ended February 28,
2005 and February 29, 2004 are contingently issuable shares that, if included,
would have an anti-dilutive effect.

         (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.

                                       F-5

         (E)  RECENT ACCOUNTING PRONOUNCEMENTS

         In December 2004, the FASB issued SFAS No. 123 (R), "Share-Based
Payment". SFAS No. 123 (R) revises SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock Issued to
Employees". SFAS No. 123 (R) focuses primarily on the accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS No. 123 (R) requires companies to recognize in the statement
of operations the cost of employee services received in exchange for awards of
equity instruments based on the grant-date fair value of those awards (with
limited exceptions). SFAS No. 123 (R) is effective as of the first interim or
annual reporting period that begins after June 15, 2005 for non-small business
issuers and after December 15, 2005 for small business issuers. Accordingly, the
Company will adopt SFAS No. 123 (R) in its quarter ending March 31, 2006. The
Company is currently evaluating the provisions of SFAS No. 123 (R) and has not
yet determined the impact, if any, that SFAS No. 123 (R) will have on its
financial statement presentation or disclosures.

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 did not consummate the Merger, it did incur
significant costs related to reviewing the aspects of the business of DPE and
negotiating the transactions, including legal and banking fees. The Company
expensed these costs of $148,857 in the last fiscal year of August 31, 2004.

                                       F-6

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

FORWARD-LOOKING STATEMENTS

         When used in this Report, words or phrases such as "will likely
result," "management expects," "we expect," "will continue," "is anticipated,"
"estimated" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. You are cautioned not to place undue reliance on any such
forward-looking statements, each of which speak only as of the date made. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. We have no obligation to publicly release the result
of any revisions which may be made to any forward-looking statements to reflect
anticipated or unanticipated events or circumstances occurring after the date of
such statements. Forward-looking statements involve a number of risks and
uncertainties including, but not limited to, general economic conditions, our
ability to find a suitable company to effect a business combination with,
competitive factors and other risk factors as set forth in Exhibit 99.1 of our
Annual Report on Form 10-KSB for the year ended August 31, 2004.

         The following discussion should be read in conjunction with the
financial statements and related notes included in this Report.

OVERVIEW

         General

         Golf Rounds.com, Inc. (the "Company") was incorporated in 1968 as a
Delaware corporation, which is also authorized to conduct business in New Jersey
and Georgia. Until the fourth quarter of fiscal 1992, the Company was 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, the Company liquidated its assets and did not conduct any business
operations until May 1999. In May 1999, the Company acquired the assets of PKG
Design, Inc., the developer of two (2) sports - related Internet websites:
golfrounds.com and skiingusa.com. In connection with the acquisition of these
websites, the Company changed its name to Golf Rounds.com, Inc.

         In August 2001, the Company determined to cease operations of its
golfrounds.com and skiingusa.com websites since continued maintenance of these
websites was not a productive use of the Company's resources. The Company owns
the rights to these domain names and may sell them in connection with a business
combination.

         On September 19, 2003, the Company and its wholly owned subsidiary, DPE
Acquisition Corp., (formed on September 2, 2003), entered into an agreement and
plan of reorganization and merger with Direct Petroleum Exploration, Inc.
("DPE"), which was not consummated. The Company continues to maintain the
subsidiary formed for the proposed merger for use in any other potential future
acquisition. This subsidiary is currently inactive and has no operations.

                                       1

OUR BUSINESS PLAN

         We intend to use our available working capital ($2,341,204 as of
February 28, 2005), capital stock, debt or a combination of these to effect a
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 in its early stages of
development or growth, which could include companies seeking to obtain capital
and to improve their financial stability.

         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 and dividend income) since
1992 and will not generate any revenues (other than interest and dividend
income) until, at the earliest, the completion of a business combination.

         Three months ended February 28, 2005 compared to three months ended
February 29, 2004

         For the three months ended February 28, 2005, other income (interest)
was $11,286 as compared to $4,954 for the three months ended February 29, 2004.
The increase in interest income was due to the higher rates of interest paid to
us on our U.S. Treasury Securities and money market fund investments, which are
reported as cash and cash equivalents.

         In the current quarter, we performed legal due diligence with regards
to the possibility of entering into a merger transaction with an operating
target. In performing this due diligence work, we expended $6,571 in the second
quarter of fiscal 2005. This amount was charged to legal expenses.

         General, administrative and other expenses were $56,411 for the three
months ended February 28, 2005, as compared to $36,714 for the three months
ended February 29, 2004. The increase was due primarily to increased expenses in
our legal fees of $12,833, audit fees of $8,432 and miscellaneous expenses of
$26. We had reduced expenses in director's and officer's liability insurance
expenses of $1,250 and taxes and licenses expenses of $344.

                                       2

         Six months ended February 28, 2005 compared to six months ended
February 29, 2004

         For the six months ended February 28, 2005, other income (interest) was
$19,722 as compared to $8,462 for the six months ended February 29, 2004. The
increase in interest income was due to the higher rates of interest paid to us
on our U.S. Treasury Securities and money market fund investments, which are
reported as cash and cash equivalents.

         In the first six months of this fiscal year, we performed legal due
diligence with regards to the possibility of entering into a couple of merger
transactions with operating targets. In performing this due diligence work, we
expended $9,956 and this amount was charged to legal expenses.

         General, administrative and other expenses were $92,981 for the six
months ended February 28, 2005, as compared to $84,906 for the six months ended
February 29, 2004. The increase was due to increased expenses in our legal fees
of $11,881 and audit fees of $4,040. We reduced our expenses over last year's
same period of decreased expenses of director's and officer's liability
insurance expenses of $2,500, stockholders services expenses of $2,850, taxes
and licenses expenses of $1,763 and miscellaneous expenses of $733.

LIQUIDITY AND CAPITAL RESOURCES

         General

         At February 28, 2005, cash and cash equivalents were $2,344,524, which
includes $2,292,847 that is invested in U.S. Treasury Securities that matures in
April, 2005 yielding 2.32% and $51,677 invested in a money market and checking
accounts with an effective yield of 1.5%. At February 28, 2005, working capital
was $2,341,204.

         Cash flows used in operating activities for the six months ended
February 28, 2005 of $50,319 primarily relate to general and administrative
expenses.

         Currently, our working capital is sufficient to last for more than 24
months. If we acquire a business, our-post acquisition capital needs may be more
substantial and our current capital resources may not be sufficient to meet our
requirements. We currently believe that if we need capital in the future, we
will be able to raise capital through sales of equity and institutional or
investor borrowings, although we cannot assure you we will be able to obtain
such capital. We anticipate that after any acquisition we may complete in
accordance with our business plan, we will use substantially all our then
existing 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.

         Contractual obligations

         The Company has no material contractual obligations other than those
relating to employment as described in our Annual Report on Form 10-KSB for the
year ended August 31, 2004.

                                       3

RECENT ACCOUNTING PRONOUNCEMENTS

         In December 2004, the FASB issued SFAS No. 123 (R), "Share-Based
Payment". SFAS No. 123 (R) revises SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock Issued to
Employees". SFAS No. 123 (R) focuses primarily on the accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS No. 123 (R) requires companies to recognize in the statement
of operations the cost of employee services received in exchange for awards of
equity instruments based on the grant-date fair value of those awards (with
limited exceptions). SFAS No. 123 (R) is effective as of the first interim or
annual reporting period that begins after June 15, 2005 for non-small business
issuers and after December 15, 2005 for small business issuers. Accordingly, the
Company will adopt SFAS No. 123 (R) in its quarter ending March 31, 2006. The
Company is currently evaluating the provisions of SFAS No. 123 (R) and has not
yet determined the impact, if any, that SFAS No. 123 (R) will have on its
financial statement presentation or disclosures.

ITEM 3.  CONTROLS AND PROCEDURES

         An evaluation of the effectiveness of our disclosure controls and
procedures was made as of February 28, 2005 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.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

         None.

                                       4

                                     PART II

                                OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits Filed.

              Exhibit 31.1   Section 302 Certification of Chairman
              Exhibit 31.2   Section 302 Certification of President
              Exhibit 32.1   Section 906 Certification

         (b)  Reports on Form 8-K.

              None

                                       5

                                    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 11, 2005                       By: /s/ Robert H. Donehew
                                                ----------------------
                                                Robert H. Donehew
                                                President and Treasurer
                                               (Principal Financial Officer)

                                       6
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