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:   May 31, 2002
                                           -------------

[  ]     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 July 12, 2002, 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
                                      -----     ------


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PART I - FINANCIAL INFORMATION

Item 1. -  Financial Statements


                              GOLF ROUNDS.COM, INC.
                                  BALANCE SHEET
                                   (Unaudited)


                                                                  May 31,
                                                                    2002
                                                             -------------------
ASSETS

    Current assets:
        Cash and cash equivalents                            $        2,928,533
        Prepaid expenses and other                                       47,300
                                                             -------------------
           Total current assets                                       2,975,833

    Equipment, net of accumulated depreciation of $2,597                    -0-
                                                             -------------------
           Total assets                                      $        2,975,833
                                                             ===================

LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:
        Accounts payable and accrued liabilities             $           43,534
                                                             -------------------

    Stockholders' equity:
        Common stock, $.01 par value,
            12,000,000 shares authorized,
              3,447,377 shares issued and outstanding                    34,473
        Additional capital in excess of par value                     4,773,866
        Accumulated deficit                                          (1,876,040)
                                                             -------------------
               Total stockholders' equity                             2,932,299
                                                             -------------------
               Total liabilities and stockholders' equity    $        2,975,833
                                                             ===================

                 See accompanying notes to financial statements.




                                       2

<Page>


                              GOLF ROUNDS.COM, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                   For the three months
                                                       ended May 31,
                                             -----------------------------------
                                                  2002                  2001
                                                  ----                  ----

Revenues:
    Web site advertising                     $        -              $        -
                                             -----------             -----------

Expenses:
    General, administrative and other             68,645                 72,401
    Amortization and depreciation                      -                    390
                                             ------------            -----------
          Total expenses                          68,645                 72,791
                                             ------------            -----------
Net loss from operations                         (68,645)               (72,791)

Other income (expenses):
    Interest and dividends                         9,088                 36,060
                                             ------------            -----------
Net loss                                     $   (59,557)            $  (36,731)
                                             ============            ===========
Basic and diluted net (loss) per share       $     ( .02)            $     (.01)
                                             ============            ===========
Weighted average number
 of shares outstanding                         3,447,377              3,447,377
                                             ============            ===========

                 See accompanying notes to financial statements.





                                       3

<Page>


                              GOLF ROUNDS.COM, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                   For the nine months
                                                       ended May 31,
                                             -----------------------------------
                                                  2002                  2001
                                                  ----                  ----
Revenues:
    Web site advertising                     $        -              $      100
                                             -----------             -----------

Expenses:
    General, administrative and other           171,900                 278,305
    Amortization and depreciation                   518                   1,170
                                             -----------             -----------
          Total expenses                        172,418                 279,475
                                             -----------             -----------
Net operating loss before unusual item         (172,418)               (279,375)

Refund of Directors' and Officers'
    liability insurance premium                  34,500                       -
                                             -----------             -----------

Net loss from operations                       (137,918)               (279,375)

Other income (expenses):
    Interest and dividends                       32,107                 129,647
    (Loss) on sale of marketable securities     (12,422)                      -
                                             -----------             -----------

        Total other income (expenses)            19,685                 129,647
                                             -----------             -----------
Net loss                                    $  (118,233)            $  (149,728)
                                            ============            ============
Basic and diluted net (loss) per share      $      (.03)            $     (.04)
                                            ============            ============
Weighted average number of
 shares outstanding                           3,447,377               3,447,377
                                            ============            ============

                 See accompanying notes to financial statements.

                                       4

<Page>



                              GOLF ROUNDS.COM, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                    For the nine months
                                                       ended May 31,
                                                 -------------------------------
                                                       2002              2001
                                                       -----             ----
Cash flows from operating activities:
Net (loss)                                       $    (118,233)      $ (149,728)
Adjustments to reconcile net loss to net
  cash used in operating activities:
    Amortization and depreciation                          518            1,170
    Loss on sale of marketable securities               12,422                -
    Loss on sale of equipment                               -             5,054
    Increase or decrease in:
      Prepaid expenses and other                       (27,175)          27,893
      Accounts payable and accrued liabilities          21,772            3,959
                                                 --------------      -----------
Net cash used by
  operating activities                                (110,696)        (111,652)
                                                 --------------      -----------

Cash flows from investing activities:
    Proceeds from sale of marketable securities         89,200                -
    Proceeds from sale of equipment                          -            3,000
                                                 --------------      -----------

Net cash provided by                                    89,200            3,000
  investing activities                           --------------      -----------

Net (decrease) in cash and cash equivalents            (21,496)        (108,652)

Cash and cash equivalents at                         2,950,029        3,250,674
  beginning of period                            --------------      -----------

Cash and cash equivalents at end of period       $   2,928,533       $3,142,022
                                                 ==============      ===========

                 See accompanying notes to financial statements.






                                       5



<Page>


                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


1.       Basis of Presentation

         The accompanying unaudited balance sheet of Golf Rounds.com, Inc. (the
"Company") as of May 31, 2002 and the unaudited statements of operations for the
three-month and nine-month periods ended May 31, 2002 and 2001 and the unaudited
statements of cash flows for the nine-month periods ended May 31, 2002 and 2001
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 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, 2001, as filed with the
Securities and Exchange Commission on November 29, 2001.

         The results of operations for the three-month and nine-month periods
ended May 31, 2002 and 2001 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.

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-month and nine-month periods ended May 31, 2002
and 2001 are contingently issuable shares that, if included, would have an
antidilutive effect.

3.       Legal Proceedings

         On December 10, 2001, a complaint was filed in Superior Court of New
Jersey by Saint Barnabas Medical Center (Docket No. L11080-01). The complaint
was received by the Company on January 4, 2002 and names Golf Rounds.com, Inc.
and approximately nine other defendants. The plaintiff is a hospital, which is
seeking payment of approximately $132,000 in medical expenses incurred by the
late spouse of a former Company employee. The complaint seeks, in addition to
the payment of medical expenses, cost of suit, counsel fees and, in one count,
punitive damages. It is the opinion of management that the Company is not liable
for the payment of the medical expenses, and that the likelihood of punitive
damages being awarded in this dispute is remote. If punitive damages were
awarded, however, New Jersey law limits the amount of a potential award to
$660,000 (five time actual damages).

4.       Directors' Stock Options

         On December 3, 2001, the Board of Directors, by unanimous consent
awarded ten-year options to purchase 40,000 shares at an exercise price of $0.60
per share, to each of its four directors. The options are immediately
exercisable.

                                       6

<Page>

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations

         This Form 10-QSB contains forward-looking statements that may involve
known and unknown risks, uncertainties and other factors that may cause the
Company's actual results and performance in future periods to be materially
different from any prior periods or performance suggested by these statements.

Overview

         The Company 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.

Recent Events

         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.

Current Business Plan

         Our current business plan is primarily to serve as a vehicle for the
acquisition of a target business that we believe will have significant growth
potential. We intend to use our available cash (currently approximately $2.9
million), 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 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
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.



                                       7

<Page>


Results of Operations

Three months ended May 31, 2002 as compared to the three months ended May 31,
2001:

         We have had no significant revenues (other than interest income) since
1992 and will not achieve any significant revenues (other than interest income)
until, at the earliest, the completion of a business combination. For the three
months ended May 31, 2002 interest income was $9,088 as compared to $36,060 for
the comparable period of the prior fiscal year. The decline in interest income
was due to the reduction in U.S. Treasury Securities and money market fund
investments owned by the Company, which are reported as cash and cash
equivalents, and lower rates of return on such investments.

         General, administrative and other expenses were $68,645 for the three
months ended May 31, 2002 as compared to $72,401 for the three months ended May
31, 2001. The decrease in general, administrative and other expenses was due
primarily to the elimination of technical and maintenance expenses for the
Company's two web sites that have been shut down.

         General, administrative and other expenses for the three months ended
May 31, 2002 consisted primarily of legal and due diligence expenses of $30,715,
which includes $14,121 of legal expenses to defend the Company in regards to the
litigation discussed in Note 3 to the financial statements; payroll expenses of
$16,665; audit and accounting fee expenses of $11,200; directors' and officers'
liability insurance expenses of $4,300; office sharing expenses of $2,700; and
stockholder services expenses of $2,650.

         Depreciation expense was $0 for the three months ended May 31, 2002 as
compared to $390 for the three months ended May 31, 2001.


Nine months ended May 31, 2002 as compared to the nine months ended May 31,
2001:

         Interest income for the nine months ended May 31, 2002 was $32,107 as
compared to $129,647 for the comparable period of the prior fiscal year. The
decrease in interest income was due to the decline in the effective yield of
interest rates (i.e., rates dropped from 3.8% to 1.7% on our invested capital).
In addition, we realized a loss of $12,422 on the sale of a marketable security
during the nine months ended May 31, 2002. Although we had intended to hold this
security, which originally cost $101,622, to maturity, we decided to sell it
when we perceived a change in the creditworthiness of the issuer - Enron Capital
LLC.

         General, administrative and other expenses were $171,900 for the nine
months ended May 31, 2002 as compared to $278,305 for the nine months ended May
31, 2001. The decrease in general, administrative and other expenses was due
primarily to the elimination of the ex-president's salary, rent, web maintenance
and technical expenses that resulted from shutting down the web sites and
closing the Kinnelon, New Jersey office. Amortization and depreciation expense
was $518 for the nine months ended May 31, 2002 as compared to $1,170 for the
nine months ended May 31, 2001.

         General, administrative and other expenses for the nine-month period
ended May 31, 2002 consisted primarily of legal and due diligence expenses of
$52,345, which includes $14,121 of legal expenses to defend the Company in
regards to the litigation discussed in Note 3 to the financial statements;
payroll expenses of $48,960; and audit and accounting fee expenses of $29,091;
directors' and officers' liability insurance expenses of $24,425; office sharing
expenses of $8,100; and stockholder services expenses of $5,650.

         During the quarter ended May 31, 2002, we received the payment for the
non-recurring refund of Directors' and Officers' liability insurance premium of
$34,500 that had been recorded as a receivable and reported separately in the
statement of operations in the fiscal quarter ended February 28, 2002.

         We had previously self-insured various amounts of our employees'
medical claims; however, as of March 31, 2000, we no longer self-insured our
employees' and their families' medical claims. From April 1, 2000 until March
31, 2001, we purchased medical insurance that eliminated the Company's liability
for future medical claims of our employees and their families. As of April 1,
2001, the Company no longer provides medical insurance benefits for any
employee.

                                       8

<Page>

         On December 10, 2001, a complaint was filed in Superior Court of New
Jersey by Saint Barnabas Medical Center (Docket No. L11080-01). The complaint
was received by the Company on January 4, 2002 and names Golf Rounds.com, Inc.
and approximately nine other defendants. The plaintiff is a hospital, which is
seeking payment of approximately $132,000 in medical expenses incurred by the
late spouse of a former Company employee. The complaint seeks, in addition to
the payment of medical expenses, cost of suit, counsel fees and, in one count,
punitive damages. It is the opinion of management that the Company is not liable
for the payment of the medical expenses, and that the likelihood of punitive
damages being awarded in this dispute is remote. If punitive damages were
awarded, however, New Jersey law limits the amount of a potential award to
$660,000 (five time actual damages).

Liquidity and Capital Resources

         At May 31, 2002, cash and cash equivalents were $2,928,533 and working
capital was $2,932,299. U.S. Treasury Securities of approximately $1,995,500
mature in June and August of 2002 and earn interest at approximately 1.7%
annually. Money market funds of $905,980 earn interest at 0.9% annually.


PART II - OTHER INFORMATION

Item 1. - Legal Proceedings

         On December 10, 2001, a complaint was filed in Superior Court of New
Jersey by Saint Barnabas Medical Center (Docket No. L11080-01). The complaint
was received by the Company on January 4, 2002 and names Golf Rounds.com, Inc.
and approximately nine other defendants. The plaintiff is a hospital, which is
seeking payment of approximately $132,000 in medical expenses incurred by the
late spouse of a former Company employee. The complaint seeks, in addition to
the payment of medical expenses, cost of suit, counsel fees and, in one count,
punitive damages. It is the opinion of management that the Company is not liable
for the payment of the medical expenses, and that the likelihood of punitive
damages being awarded in this dispute is remote. If punitive damages were
awarded, however, New Jersey law limits the amount of a potential award to
$660,000 (five time actual damages).



                                       9

<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: July 12, 2002                         By: /s/ Robert H. Donehew
                                                --------------------------------
                                                 Robert H. Donehew
                                                 President and Treasurer
                                                 (Principal Financial and
                                                 Accounting Officer)



                                       10