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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

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| | [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:February 29, 2008

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| | [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto.

Commission file number0-10093

Golf Rounds.com, Inc.

(Exact name of small business issuer as specified in its charter)

Delaware


59-1224913(State or other jurisdiction of
incorporation or organization)


(I.R.S. Employer
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 14, 2008, 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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TABLE OF CONTENTS

Item 1.


Financial StatementsCondensed Consolidated Balance Sheet as of February 29, 2008 (Unaudited)


F-1Condensed Consolidated Statements of Operations for the Three Months Ended February 29, 2008 and February 28, 2007 (Unaudited)


F-2Condensed Consolidated Statements of Operations for the Six Months Ended February 29, 2008 and February 28, 2007 (Unaudited)


F-3Condensed Consolidated Statements of Cash Flows for the Six Months Ended February 29, 2008 and February 28, 2007 (Unaudited)


F-4Notes to Condensed Consolidated Financial Statements as of February 29, 2008 and February 28, 2007 (Unaudited)


F-5 – F-6Item 2.


Management’s Discussion and Analysis or Plan of Operation


2Item 3.


Controls and Procedures


4Item 4.


Submission of Matters to Vote of Security Holders.


4Item 6.


Exhibits and Reports on Form 8-K


5


1

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ITEM 1.    FINANCIAL STATEMENTS

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

February 29,
2008ASSETSCURRENT ASSETS:Cash and cash equivalents



$
2,190,293Prepaid expenses




11,110TOTAL CURRENT ASSETS




2,201,403TOTAL ASSETS



$
2,201,403LIABILITIES AND STOCKHOLDERS’ EQUITYCURRENT LIABILITIES:Accounts payable and accrued expenses



$
6,268TOTAL CURRENT LIABILITIES




6,268STOCKHOLDERS’ EQUITY:Common Stock, $.01 par value, 12,000,000 shares authorized, 3,447,377 issued and outstanding




34,473Additional paid-in capital




4,883,339Accumulated deficit




(2,722,677
)TOTAL STOCKHOLDERS’ EQUITY




2,195,135TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY



$
2,201,403


See accompanying notes to condensed consolidated financial statements.

F-1

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

For the Three Months EndedFebruary 29,
2008


February 28,
2007EXPENSES:General, administrative and other



$
36,597




$
33,506TOTAL EXPENSES




36,597





33,506LOSS FROM OPERATIONS




(36,597
)




(33,506
)OTHER INCOME:Interest




14,779





26,909TOTAL OTHER INCOME




14,779





26,909NET LOSS



$
(21,818
)



$
(6,597
)NET LOSS PER COMMON SHARE – BASIC AND DILUTED



$
(0.01
)



$
0.00WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED




3,447,377





3,447,377


See accompanying notes to condensed consolidated financial statements.

F-2

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

For the Six Months EndedFebruary 29,
2008


February 28,
2007EXPENSES:General, administrative and other



$
75,103




$
74,174TOTAL EXPENSES




75,103





74,174LOSS FROM OPERATIONS




(75,103
)




(74,174
)OTHER INCOME:Interest




37,388





54,038TOTAL OTHER INCOME




37,388





54,038NET LOSS



$
(37,715
)



$
(20,136
)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


See accompanying notes to condensed consolidated financial statements.

F-3

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

For the Six Months EndedFebruary 29,
2008


February 28,
2007CASH FLOWS FROM OPERATING ACTIVITIES:Net loss



$
(37,715
)



$
(20,136
)Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Changes in operating assets and liabilities:Decrease in prepaid expenses




18,330





23,532Increase (decrease) in accounts payable and accrued expenses




5,193





(3,200
)NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES




(14,192
)




196NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS




(14,192
)




196CASH AND CASH EQUIVALENTS – beginning




2,204,485





2,218,572CASH AND CASH EQUIVALENTS – ending



$
2,190,293




$
2,218,768


See accompanying notes to condensed consolidated financial statements.

F-4

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GOLF ROUNDS.COM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As of February 29, 2008 and February 28, 2007

NOTE 1 — BASIS OF PRESENTATION

(A)    Interim Financial Statements

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 29, 2008, and the unaudited condensed consolidated statements of operations for the three and six months ended February 29, 2008 and February 28, 2007 and the unaudited condensed consolidated statements of cash flows for the six months ended February 29, 2008 and February 28, 2007 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, 2007, as filed with the Securities and Exchange Commission on November 26, 2007.

The results of operations for the three and six months ended February 29, 2008 and February 28, 2007 are not necessarily indicative of the results to be expected for the entire fiscal year or for any other period.

(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). Intercompany transactions and accounts have been eliminated in consolidation.

(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. Basic loss per share is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding during the period. Excluded from the net loss per share calculations for the three and six months ended February 29, 2008 and February 28, 2007 are contingently issuable shares of 815,251 and 795,251, respectively, which, 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.

(E)    Fair Value of Financial Instruments

Cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses are recorded in the financial statements at cost, which approximates fair market value because of the short-term maturity of those instruments.

F-5

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(F)    Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (R), Business Combinations, andSFAS No. 160,Non-controlling Interests in Consolidated Financial Statements. SFAS No. 141 (R) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS No. 160 clarifies that a non-controlling interest in a subsidiary should be reported as equity in the consolidated financial statement. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141 (R) and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. We have not yet determined the effect on our financial statements, if any, upon adoption of SFAS No. 141 (R) or SFAS No. 160.

F-6

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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, 2007.

The following discussion should be read in conjunction with the condensed consolidated 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 for use in any other potential future acquisition. This subsidiary is currently inactive and has no operations.

Our Business Plan

Our current business plan is to serve as a vehicle for the acquisition of or merger or consolidation with another company (a ‘‘target business’’). We intend to use our available working capital of $2,195,135 (as of February 29, 2008), capital stock, debt or a combination of these to effect a business combination with a target business which we believe has significant growth potential. 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

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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 29, 2008 compared to three months ended February 28, 2007

For the three months ended February 29, 2008, other income (interest) was $14,779 as compared to $26,909 for the three months ended February 28, 2007. The decrease in interest income was due to the lower 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.

General, administrative and other expenses were $36,597 for the three months ended February 29, 2008, as compared to $33,506 for the three months ended February 28, 2007. The increase in expenses was due to higher legal expenses of $6,268, taxes and licenses of $1,128, and stockholder service expenses of $16, offset by lower directors and officers liability insurance expenses of $2,601, audit and accounting fee expenses of $1,697, and bank charges of $23.

General, administrative and other expenses for the three months ended February 29, 2008 consisted of legal expenses of $10,257, directors and officers liability insurance expenses of $9,165, payroll expenses of $8,074, audit and accounting fee expenses of $2,750, office sharing expenses of $2,700, taxes and license expenses of $2,083, stockholder service expenses of $1,516, and bank charges of $52.

Six months ended February 29, 2008 compared to six months ended February 28, 2007

For the six months ended February 29, 2008, other income (interest) was $37,388 as compared to $54,038 for the six months ended February 28, 2007. The decrease in interest income was due to the lower 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.

General, administrative and other expenses were $75,103 for the six months ended February 29, 2008, as compared to $74,174 for the six months ended February 28, 2007. The increase in expenses was due to higher legal expenses of $7,743, taxes and licenses of $2,062, stockholder service expenses of $32, and dues and subscriptions of $15, offset by lower directors and officers liability insurance expenses of $5,202, audit and accounting fee expenses of $3,698, and bank charges of $23.

General, administrative and other expenses for the six months ended February 29, 2008 consisted of directors and officers liability insurance expenses of $18,330, payroll expenses of $16,148, legal expenses of $15,583, audit and accounting fee expenses of $12,750, office sharing expenses of $5,400, taxes and license expenses of $3,585, stockholder service expenses of $3,032, dues and subscriptions of $173, and bank charges of $102.

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Liquidity and capital resources

General

As of February 29, 2008, cash and cash equivalents were $2,190,293, which includes $2,188,150 that is invested in a money market with an effective yield of 2.95% and $2,143 in a non-interest bearing checking account. At February 29, 2008, working capital was $2,195,135.

The Company’s total liabilities as of February 29, 2008 were $6,268, of which $6,218 was for professional fees for services.

Cash flows used by operating activities for the six months ended February 29, 2008 of $14,192 relates to an $18,330 decrease in prepaid expenses and a $5,193 increase in accounts payable and accrued expenses, offset by a $37,715 net loss.

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, 2007.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (R), Business Combinations, and SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements. SFAS No. 141 (R) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS No. 160 clarifies that a non-controlling interest in a subsidiary should be reported as equity in the consolidated financial statement. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141 (R) and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. We have not yet determined the effect on our financial statements, if any, upon adoption of SFAS No. 141 (R) or SFAS No. 160.

ITEM 3.    CONTROLS AND PROCEDURES

An evaluation of the effectiveness of our disclosure controls and procedures was made as of February 29, 2008 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.

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PART II

OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

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| | (a) | Exhibits Filed.

Exhibit 31.1    Section 302 Certification of President

Exhibit 32.1    Section 906 Certification

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| | (b) | Reports on Form 8-K.

None

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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 14, 2008


By:


/s/ Robert H. DonehewRobert H. Donehew
President (Principal Executive Officer)
and Treasurer (Principal Financial Officer)


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