10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

R	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended: February 28, 2013
£	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 registrant 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

(Registrant’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check whether the registrant (1) has 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 R No £

State the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of May 13, 2013, the issuer had 3,567,377 shares of common stock, par value $.01 per share, outstanding.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer £	Accelerated filer £	Non-accelerated filer £	Smaller reporting company R
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes R No £

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	F-1
	Condensed Consolidated Balance Sheets	F-1
	Condensed Consolidated Statements of Operations	F-2
	Condensed Consolidated Statement of Stockholders’ Deficiency	F-3
	Condensed Consolidated Statements of Cash Flows	F-4
	Notes to Condensed Consolidated Financial Statements	F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4T.	Controls and Procedures	6
PART II — OTHER INFORMATION
Item 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.	Mine Safety Disclosures*
Item 5.	Other Information*
Item 6.	Exhibits	7
SIGNATURES		8
EXHIBIT INDEX
Exhibit 31.1
Exhibit 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.

2

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	February 28, 2013			August 31, 2012
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	154		$	334
Prepaid expenses		1,440			5,190
Total current assets		1,594			5,524
Total assets	$	1,594		$	5,524
Liabilities and Stockholders’ Deficiency
Current liabilities:
Accounts payable and accrued expenses (includes $63,956 and $43,500
due to related parties, respectively)	$	87,176		$	49,714
Total current liabilities		87,176			49,714
Convertible notes payable (includes $10,000 to related parties)		15,250			-
Total liabilities		102,426			49,714
Stockholders’ deficiency:
Common stock, $0.01 par value; 12,000,000 shares authorized,
3,567,377 shares issued and outstanding		35,673			35,673
Additional paid-in capital		3,178,550			3,178,550
Accumulated deficit		(3,315,055	)		(3,258,413	)
Total stockholders’ deficiency		(100,832	)		(44,190	)
Total liabilities and stockholders’ deficiency	$	1,594		$	5,524

See accompanying notes to condensed consolidated financial statements.

F-1

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three			For the Three			For the Six			For the Six
	Months Ended			Months Ended			Months Ended			Months Ended
	February 28, 2013			February 29, 2012			February 28, 2013			February 29, 2012
Expenses:
General, administrative and other	$	24,372		$	22,215		$	56,544		$	51,352
Total operating expenses		24,372			22,215			56,544			51,352
Loss from operations		(24,372	)		(22,215	)		(56,544	)		(51,352	)
Other income (expense):
Interest income		-			10			-			25
Interest expense		(98	)		-			(98	)		-
Total other income (expense)		(98	)		10			(98	)		25
Net loss	$	(24,470	)	$	(22,205	)	$	(56,642	)	$	(51,327	)
Net loss per common share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.01	)
Weighted average number of common shares outstanding - basic and diluted		3,567,377			3,567,377			3,567,377			3,567,377

See accompanying notes to condensed consolidated financial statements.

F-2

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

FOR THE SIX MONTHS ENDED FEBRUARY 28, 2013

(Unaudited)

					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Deficiency
Balance, August 31, 2012		3,567,377	$	35,673	$	3,178,550	$	(3,258,413	)	$	(44,190	)
Net loss		-		-		-		(56,642	)		(56,642	)
Balance, February 28, 2013		3,567,377	$	35,673	$	3,178,550	$	(3,315,055	)	$	(100,832	)

See accompanying notes to condensed consolidated financial statements.

F-3

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six			For the Six
	Months Ended			Months Ended
	February 28, 2013			February 29, 2012
Cash flows from operating activities:
Net loss	$	(56,642	)	$	(51,327	)
Adjustments to reconcile net loss to net cash used in operating activites:
Convertible notes issued for services rendered		5,250			-
Changes in operating assets and liabilities:
Decrease in prepaid expenses		3,750			5,001
Increase in accounts payable and accrued expenses		37,462			15,175
Net cash used in operating activities		(10,180	)		(31,151	)
Cash flows from financing activities:
Proceeds from related party for convertible notes		10,000			-
Net cash provided by financing activities		10,000			-
Net decrease in cash and cash equivalents		(180	)		(31,151	)
Cash and cash equivalents - beginning		334			53,401
Cash and cash equivalents - ending	$	154		$	22,250

See accompanying notes to condensed consolidated financial statements.

F-4

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2013

(Unaudited)

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 28, 2013, and the unaudited condensed consolidated statements of operations for the three and six months ended February 28, 2013 and February 29, 2012, the unaudited condensed consolidated statements of cash flows for the six months ended February 28, 2013 and February 29, 2012, and the unaudited condensed consolidated statement of stockholders’ deficiency for the six months ended February 28, 2013 reflect all material adjustments which, in the opinion of management, are ordinary and 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.  The Company believes that the disclosures are adequate to make the information presented not misleading.  The condensed consolidated balance sheet information as of August 31, 2012 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 13, 2012. 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-K for the year ended August 31, 2012.

The results of operations for the three and six months ended February 28, 2013 and February 29, 2012 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

Diluted earnings per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.  In computing diluted earnings per share, the treasury stock method assumes that our outstanding options are exercised and the proceeds are used to purchase common stock at the average market price during the period.  Options will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options.

As of February 28, 2013 and February 29, 2012, common stock equivalents include: (i) options to purchase 360,000 and 360,000 common shares and (ii) 273,918 and 0 common shares issuable upon the conversion of convertible notes payable, respectively.  These instruments are not considered in the diluted loss per share because the effect would be anti-dilutive.

(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, the disclosure of contingent assets and liabilities, and the valuation of equity instruments at the date of the condensed consolidated financial statements.  Actual results could differ from those estimates.

(E) Fair Value of Financial Instruments

The carrying amounts of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses approximate their fair values because of the short-term maturity of these instruments.

F-5

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2013

(Unaudited)

NOTE 2 — GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not generated any revenues from operations since 2001 and has suffered recurring losses from its operations.  Commencing in December 2012, the Company has begun financing its working capital requirements through sale of its convertible promissory notes.  During the six months ended February 28, 2013, the Company had a net loss of $56,642, used cash in operations of $10,180, and had no revenues from operations.  As of February 28, 2013, the Company had an accumulated deficit of $3,315,055 and a working capital deficiency of $85,582.  Currently, the Company’s working capital is not sufficient to last for more than 12 months.  As a result, the Company’s independent registered public accounting firm, in its report on the Company’s August 31, 2012 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern.  These factors among others indicate that the Company may be unable to continue as a going concern.  The Company’s existence is dependent upon management’s ability to effect a business combination with a target business and/or obtain additional funding sources.  There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems.  The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

In order to continue our operations and to make acquisitions, if any, under our current business model during the next twelve months, we will need to secure additional working capital, by way of debt or equity financing, or otherwise.  We will need additional financing for working capital, and, in the case of acquisitions, for payment of seller notes and future earned cash to sellers of acquired companies.  There can be no assurance that we will be able to secure sufficient financing or on terms acceptable to us.  If adequate funds are not available on acceptable terms, we would need to delay, limit or eliminate some or all of our proposed operations, and we may be unable to successfully promote our products or develop new or enhanced products or prosecute acquisitions, any of which could lower our revenues and net income, if we achieve profitability in the future.  If we raise additional funds through the issuance of convertible debt or equity securities, the percentage ownership of our current stockholders is likely to be diluted, unless some of our current stockholders were to invest in subsequent convertible debt or equity financings, and some of the newly issued securities may also have rights superior to those of our common stock.  Additionally, if we issue or incur debt to raise funds, we may be subject to limitations on our operations.

NOTE 3 — CONVERTIBLE NOTES PAYABLE

On December 20, 2012, the Company issued a $3,500 two-year convertible promissory note due December 20, 2014, to a consultant for services rendered.  The note bears interest at a variable rate of 2% plus the “Base Rate” (the greater of (i) the rate in the Wall Street Journal for notes maturing in three months after issuance and (ii) the prime rate in the Wall Street Journal).  The overall interest rate at February 28, 2013 was 5.25%.  The note is convertible into common shares of the Company at the rate of $0.033 per share.  The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price was the same as the fair market value of the common shares on the note issue date.

On January 18, 2013, the Company’s chief executive officer (“CEO”) loaned the Company $10,000 and received a convertible promissory note due January 18, 2015.  The note bears interest at a variable rate of 2% plus the “Base Rate” (the greater of (i) the rate in the Wall Street Journal for notes maturing in three months after issuance and (ii) the prime rate in the Wall Street Journal).  The overall interest rate at February 28, 2013 was 5.25%.  The note is convertible into common shares of the Company at the rate of $0.07 per share.  The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price was the same as the fair market value of the common shares on the note issue date (See Note 5).

F-6

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2013

(Unaudited)

On January 24, 2013, the Company issued a $1,750 two-year convertible promissory note due January 24, 2015, to a consultant for services rendered.  The note bears interest at a variable rate of 2% plus the “Base Rate” (the greater of (i) the rate in the Wall Street Journal for notes maturing in three months after issuance and (ii) the prime rate in the Wall Street Journal).  The overall interest rate at February 28, 2013 was 5.25%.  The note is convertible into common shares of the Company at the rate of $0.07 per share.  The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price was the same as the fair market value of the common shares on the note issue date.

During the three and six months ended February 28, 2013, interest expense of $98 (of which $56 is for related parties) was recognized on the aforementioned convertible notes payable.  As of February 28, 2013, accrued interest payable was $98 (of which $56 is for related parties), which is included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheet.

NOTE 4 — STOCKHOLDERS’ DEFICIENCY

Stock Options

A summary of the Company’s stock option activity during the six months ended February 28, 2013 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	No. of		Exercise		Contractual		Intrinsic
	Shares		Price		Term		Value
Balance outstanding at August 31, 2012		360,000	$	0.67
Granted		-
Exercised		-
Forfeited		-
Expired		-
Balance outstanding at February 28, 2013		360,000	$	0.67		2.4	$	-
Exercisable at February 28, 2013		360,000	$	0.67		2.4	$	-

F-7

GOLF ROUNDS.COM, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2013

(Unaudited)

NOTE 5 — RELATED PARTY TRANSACTIONS

On March 1, 2000, the Company executed a month-to-month agreement to sub-lease office space and share office equipment and a bookkeeper’s time for $900 a month from R. D. Garwood, Inc. (“Garwood”). The Company’s President/Treasurer/Secretary is the Chief Financial Officer of Garwood. The Company’s expense for these shared facilities and bookkeeping services was $2,700 and $5,400 for the three and six months ended February 28, 2013 and February 29, 2012, respectively.

On January 18, 2013, the Company’s chief executive officer (“CEO”) loaned the Company $10,000 and received a convertible promissory note due January 18, 2015.  The note bears interest at a variable rate of 2% plus the “Base Rate” (the greater of (i) the rate in the Wall Street Journal for notes maturing in three months after issuance and (ii) the prime rate in the Wall Street Journal).  The overall interest rate at February 28, 2013 was 5.25%.  The note is convertible into common shares of the Company at the rate of $0.07 per share.  The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the common shares on the note issue date (See Note 3).

As of February 28, 2013, accounts payable and accrued expenses include $18,900 for rent, $45,000 for officer’s salary and $56 of accrued interest.  As of August 31, 2012, accounts payable and accrued expenses include $13,500 for rent and $30,000 for officer’s salary.

F-8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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 speaks only at 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, 2008.

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

Our Ability to Continue as a Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  During the six months ended February 28, 2013, the Company had a net loss of $56,642, used cash in operations of $10,180, and had no revenues from operations.  These factors among others indicate that the Company may be unable to continue as a going concern.  The Company’s existence is dependent upon management’s ability to effect a business combination with a target business and/or obtain additional funding sources.  There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems.  The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

Overview

General

Golf Rounds.com, Inc. (the “Company”) was incorporated in 1968 as a Delaware corporation, which is also authorized to conduct business in 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 ceased 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.

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.

On September 17, 2010, the Company declared a special cash dividend of $0.50 per share of common stock issued and outstanding to be paid on October 21, 2010 to stockholders of record as of September 30, 2010 using cash from its general funds.  On October 21, 2010, the aggregate dividend paid was $1,783,689.

3

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 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 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.

Critical Accounting Policies and Use of Estimates

The preparation of our condensed consolidated financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenue and expense, and the disclosure of contingent assets and liabilities. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that it is important for investors to be aware that there is a particularly high degree of subjectivity involved in estimating the fair value of stock-based compensation, that the expenses recorded for stock-based compensation in the Company’s financial statements may differ significantly from the actual value realized by the recipients of the stock awards, and that the expenses recorded for stock-based compensation will not result in cash payments from Golf Rounds.com.

4

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, 2013 compared to three months ended February 29, 2012

Other income (expense) for the three months ended February 28, 2013 decreased to ($98) from $10 for the three months ended February 29, 2012.  The decrease in interest income to $0 from $10 was due to fewer funds invested in money market fund investments in the current year.  The increase in interest expense to ($98) from $0 was due to the issuance of $15,250 of convertible notes payable.

General, administrative and other expenses for the three months ended February 28, 2013 increased to $24,372 from $22,215 for the three months ended February 29, 2012, an increase of 9.7%.  The increase was due to higher legal expenses of $3,364 and bank charges of $31, offset by lower directors and officers liability insurance expenses of $625, payroll expenses of $212, dues and subscriptions of $176, stockholder service expenses of $128, and taxes and licenses expense of $97.

General, administrative and other expenses for the three months ended February 28, 2013 consisted of payroll expenses of $7,500, legal expenses of $6,984, audit and accounting fee expenses of $2,750, office sharing expenses of $2,700, stockholder service expenses of $2,364, directors and officers liability insurance expenses of $1,875, taxes and license expenses of $109, and bank charges of $90.

Six months ended February 28, 2013 compared to six months ended February 29, 2012

Other income (expense) for the six months ended February 28, 2013 decreased to ($98) from $25 for the six months ended February 29, 2012.  The decrease in interest income to $0 from $25 was due to fewer funds invested in money market fund investments in the current year.  The increase in interest expense to ($98) from $0 was due to the issuance of $15,250 of convertible notes payable.

General, administrative and other expenses for the six months ended February 28, 2013 increased to $56,544 from $51,352 for the six months ended February 29, 2012, an increase of 10.1%.  The increase was due to higher legal expenses of $6,619, stockholder service expenses of $429, and bank charges of $74, offset by lower directors and officers liability insurance expenses of $1,250, payroll expenses of $403, dues and subscriptions of $176, and taxes and licenses expense of $101.

General, administrative and other expenses for the six months ended February 28, 2013 consisted of payroll expenses of $15,000, legal expenses of $13,961, audit and accounting fee expenses of $12,750, office sharing expenses of $5,400, stockholder service expenses of $5,285, directors and officers liability insurance expenses of $3,750, taxes and license expenses of $218, and bank charges of $180.

Liquidity and Capital Resources

General

As of February 28, 2013, cash and cash equivalents were $154, which includes $140 invested in various money market accounts with a weighted average yield of 0.018% and $14 in a non-interest bearing checking account. As of February 28, 2013, there was a working capital deficiency of $85,582.

5

The Company’s total liabilities at February 28, 2013 were $87,176 (includes $63,956 due to related parties), which was comprised of accounts payable of $23,178 and accrued liabilities of $63,998.

Cash flows used in operating activities for the six months ended February 28, 2013 of $10,180 stems from a net loss of $56,642, offset by convertible notes issued for services rendered of $5,250, a decrease in prepaid expenses of $3,750 and an increase in accounts payable and accrued expenses of $37,462.

Currently, our working capital is not sufficient to last for more than 12 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 any new business operations may require additional capital to fund its operations.

Contractual obligations

The Company has no material contractual obligations other than those relating to employment as described in our Annual Report on Form 10-K for the year ended August 31, 2012.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

Disclosures and Procedures

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company’s principal executive officer (who is also the principal financial officer). There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Based upon that evaluation, he believes that the Company’s disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company.

This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Quarterly Report.

Changes in Internal Controls

There was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

6

PART II

OTHER INFORMATION

ITEM 6. EXHIBITS.

Exhibit 31.1 Section 302 Certification of President and Treasurer

Exhibit 32.1 Section 906 Certification

101.INS **	XBRL Instance Document
101.SCH **	XBRL Taxonomy Extension Schema Document
101.CAL **	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **	XBRL Taxonomy Extension Label Linkbase Document
101.PRE **	XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

7

SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	GOLF ROUNDS.COM, INC.
Date: May 13, 2013	By:	/s/ Robert H. Donehew
		Robert H. Donehew
		President (Principal Executive Officer) and Treasurer (Principal Financial Officer)

8

EX-31.1

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO SECTION 302(A) OF THE

SARBANES-OXLEY ACT OF 2002

I, Robert H. Donehew, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Golf Rounds.com, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	GOLF ROUNDS.COM, INC.
Date: May 13, 2013	By:	/s/ Robert H. Donehew
		Robert H. Donehew
		President (Principal Executive Officer) and Treasurer (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Golf Rounds.com, Inc. (the “Company”) on Form 10-Q for the period ended February 28, 2013 as filed with the Securities and Exchange Commission (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: May 13, 2013	By:	/s/ Robert H. Donehew
		Robert H. Donehew
		President (Principal Executive Officer) and Treasurer (Principal Financial Officer)

XML

CONVERTIBLE NOTES PAYABLE

6 Months Ended

Feb. 28, 2013

Notes to Financial Statements

NOTE 3. CONVERTIBLE NOTES PAYABLE

On December 20, 2012, the Company issued a $3,500 two-year convertible promissory note due December 20, 2014, to a consultant for services rendered.  The note bears interest at a variable rate of 2% plus the “Base Rate” (the greater of (i) the rate in the Wall Street Journal for notes maturing in three months after issuance and (ii) the prime rate in the Wall Street Journal).  The overall interest rate at February 28, 2013 was 5.25%.  The note is convertible into common shares of the Company at the rate of $0.033 per share.  The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price was the same as the fair market value of the common shares on the note issue date.

On January 18, 2013, the Company’s chief executive officer (“CEO”) loaned the Company $10,000 and received a convertible promissory note due January 18, 2015.  The note bears interest at a variable rate of 2% plus the “Base Rate” (the greater of (i) the rate in the Wall Street Journal for notes maturing in three months after issuance and (ii) the prime rate in the Wall Street Journal).  The overall interest rate at February 28, 2013 was 5.25%.  The note is convertible into common shares of the Company at the rate of $0.07 per share.  The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price was the same as the fair market value of the common shares on the note issue date (See Note 5).

On January 24, 2013, the Company issued a $1,750 two-year convertible promissory note due January 24, 2015, to a consultant for services rendered.  The note bears interest at a variable rate of 2% plus the “Base Rate” (the greater of (i) the rate in the Wall Street Journal for notes maturing in three months after issuance and (ii) the prime rate in the Wall Street Journal).  The overall interest rate at February 28, 2013 was 5.25%.  The note is convertible into common shares of the Company at the rate of $0.07 per share.  The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price was the same as the fair market value of the common shares on the note issue date.

During the three and six months ended February 28, 2013, interest expense of $98 (of which $56 is for related parties) was recognized on the aforementioned convertible notes payable.  As of February 28, 2013, accrued interest payable was $98 (of which $56 is for related parties), which is included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheet.

XML

GOING CONCERN

6 Months Ended

Feb. 28, 2013

Notes to Financial Statements

NOTE 2. GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not generated any revenues from operations since 2001 and has suffered recurring losses from its operations.  Commencing in December 2012, the Company has begun financing its working capital requirements through sale of its convertible promissory notes.  During the six months ended February 28, 2013, the Company had a net loss of $56,642, used cash in operations of $10,180, and had no revenues from operations.  As of February 28, 2013, the Company had an accumulated deficit of $3,315,055 and a working capital deficiency of $85,582.  Currently, the Company’s working capital is not sufficient to last for more than 12 months.  As a result, the Company’s independent registered public accounting firm, in its report on the Company’s August 31, 2012 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern.  These factors among others indicate that the Company may be unable to continue as a going concern.  The Company’s existence is dependent upon management’s ability to effect a business combination with a target business and/or obtain additional funding sources.  There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems.  The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

In order to continue our operations and to make acquisitions, if any, under our current business model during the next twelve months, we will need to secure additional working capital, by way of debt or equity financing, or otherwise.  We will need additional financing for working capital, and, in the case of acquisitions, for payment of seller notes and future earned cash to sellers of acquired companies.  There can be no assurance that we will be able to secure sufficient financing or on terms acceptable to us.  If adequate funds are not available on acceptable terms, we would need to delay, limit or eliminate some or all of our proposed operations, and we may be unable to successfully promote our products or develop new or enhanced products or prosecute acquisitions, any of which could lower our revenues and net income, if we achieve profitability in the future.  If we raise additional funds through the issuance of convertible debt or equity securities, the percentage ownership of our current stockholders is likely to be diluted, unless some of our current stockholders were to invest in subsequent convertible debt or equity financings, and some of the newly issued securities may also have rights superior to those of our common stock.  Additionally, if we issue or incur debt to raise funds, we may be subject to limitations on our operations.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)	Feb. 28, 2013	Aug. 31, 2012
Assets
Cash and cash equivalents	$ 154	$ 334
Prepaid expenses	1,440	5,190
Total current assets	1,594	5,524
Total assets	1,594	5,524
Liabilities and Stockholders' Deficiency
Accounts payable and accrued expenses (includes $63,956 and $43,500 due to related parties, respectively)	87,176	49,714
Total current liabilities	87,176	49,714
Convertible notes payable (includes $10,000 to related parties)	15,250
Total liabilities	102,426	49,714
Stockholders' deficiency:
Common stock, $0.01 par value; 12,000,000 shares authorized, 3,567,377 shares issued and outstanding	35,673	35,673
Additional paid-in capital	3,178,550	3,178,550
Accumulated deficit	(3,315,055)	(3,258,413)
Total stockholders' deficiency	(100,832)	(44,190)
Total liabilities and stockholders' deficiency	$ 1,594	$ 5,524

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	6 Months Ended
	Feb. 28, 2013	Feb. 29, 2012
Cash flows from operating activities:
Net loss	$ (56,642)	$ (51,327)
Adjustments to reconcile net loss to net cash used in operating activites:
Convertible notes issued for services rendered	5,250
Changes in operating assets and liabilities:
Decrease in prepaid expenses	3,750	5,001
Increase in accounts payable and accrued expenses	37,462	15,175
Net cash used in operating activities	(10,180)	(31,151)
Cash flows from financing activities:
Proceeds from related party for convertible notes	10,000
Net cash provided by financing activities	10,000
Net decrease in cash and cash equivalents	(180)	(31,151)
Cash and cash equivalents - beginning	334	53,401
Cash and cash equivalents - ending	$ 154	$ 22,250

XML

BASIS OF PRESENTATION

6 Months Ended

Feb. 28, 2013

Notes to Financial Statements

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 28, 2013, and the unaudited condensed consolidated statements of operations for the three and six months ended February 28, 2013 and February 29, 2012, the unaudited condensed consolidated statements of cash flows for the six months ended February 28, 2013 and February 29, 2012, and the unaudited condensed consolidated statement of stockholders’ deficiency for the six months ended February 28, 2013 reflect all material adjustments which, in the opinion of management, are ordinary and 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.  The Company believes that the disclosures are adequate to make the information presented not misleading.  The condensed consolidated balance sheet information as of August 31, 2012 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 13, 2012. 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-K for the year ended August 31, 2012.

The results of operations for the three and six months ended February 28, 2013 and February 29, 2012 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

Diluted earnings per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.  In computing diluted earnings per share, the treasury stock method assumes that our outstanding options are exercised and the proceeds are used to purchase common stock at the average market price during the period.  Options will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options.

As of February 28, 2013 and February 29, 2012, common stock equivalents include: (i) options to purchase 360,000 and 360,000 common shares and (ii) 273,918 and 0 common shares issuable upon the conversion of convertible notes payable, respectively.  These instruments are not considered in the diluted loss per share because the effect would be anti-dilutive.

(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, the disclosure of contingent assets and liabilities, and the valuation of equity instruments at the date of the condensed consolidated financial statements.  Actual results could differ from those estimates.

(E) Fair Value of Financial Instruments

The carrying amounts of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses approximate their fair values because of the short-term maturity of these instruments.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Feb. 28, 2013	Aug. 31, 2012
Current liabilities:
Accounts payable and accrued expenses due to related parties	$ 63,956	$ 43,500
Common Stock Par Value	$ 0.01	$ 0.01
Common Stock Shares Authorized	12,000,000	12,000,000
Common Stock Shares Issued	3,567,377	3,567,377
Common Stock Shares Outstanding	3,567,377	3,567,377

XML

CONVERTIBLE NOTES PAYABLE (Details Narrative) (USD $)	3 Months Ended
	Feb. 28, 2013
Interest expense	$ 98
Accrued interest payable	98
Related Member
Interest expense	56
Accrued interest payable	$ 56
Consultant For Services
Convertible notes payable overall interest rates	5.25%
Notes convertible into shares rate	$ 0.033
Note bears interest at a variable rate	2.00%
Chief Executive Officer
Convertible notes payable overall interest rates	5.25%
Notes convertible into shares rate	$ 0.07
Note bears interest at a variable rate	2.00%
ConsultantForServices1Member
Convertible notes payable overall interest rates	5.25%
Notes convertible into shares rate	$ 0.07
Note bears interest at a variable rate	2.00%

XML

Document and Entity Information	6 Months Ended
	Feb. 28, 2013	May 13, 2013
Document And Entity Information
Entity Registrant Name	GOLF ROUNDS COM INC
Entity Central Index Key	0000319016
Document Type	10-Q
Document Period End Date	Feb. 28, 2013
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		3,567,377
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2013

XML

RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	3 Months Ended	6 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Aug. 31, 2012
Expense for shared facilities and bookkeeping services	$ 2,700	$ 5,400
Accrued rent	18,900		13,500
Accrued salary	45,000		30,000
Accrued interest	$ 56
Chief Executive Officer
Convertible notes payable overall interest rates	5.25%
Notes convertible into shares rate	$ 0.07

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Feb. 29, 2012
Expenses:
General, administrative and other	$ 24,372	$ 22,215	$ 56,544	$ 51,352
Total operating expenses	24,372	22,215	56,544	51,352
Loss from operations	(24,372)	(22,215)	(56,544)	(51,352)
Other income (expense):
Interest income		10		25
Interest expense	(98)		(98)
Total other income (expense)	(98)	10	(98)	25
Net loss	$ (24,470)	$ (22,205)	$ (56,642)	$ (51,327)
Net loss per common share - basic and diluted	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.01)
Weighted average number of common shares outstanding - basic and diluted	3,567,377	3,567,377	3,567,377	3,567,377

XML

BASIS OF PRESENTATION (Policies)

6 Months Ended

Feb. 28, 2013

Basis Of Presentation Policies

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 28, 2013, and the unaudited condensed consolidated statements of operations for the three and six months ended February 28, 2013 and February 29, 2012, the unaudited condensed consolidated statements of cash flows for the six months ended February 28, 2013 and February 29, 2012, and the unaudited condensed consolidated statement of stockholders’ deficiency for the six months ended February 28, 2013 reflect all material adjustments which, in the opinion of management, are ordinary and 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.  The Company believes that the disclosures are adequate to make the information presented not misleading.  The condensed consolidated balance sheet information as of August 31, 2012 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 13, 2012. 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-K for the year ended August 31, 2012.

The results of operations for the three and six months ended February 28, 2013 and February 29, 2012 are not necessarily indicative of the results to be expected for the entire fiscal year or for any other period.

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.

Loss Per Share

Diluted earnings per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.  In computing diluted earnings per share, the treasury stock method assumes that our outstanding options are exercised and the proceeds are used to purchase common stock at the average market price during the period.  Options will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options.

As of February 28, 2013 and February 29, 2012, common stock equivalents include: (i) options to purchase 360,000 and 360,000 common shares and (ii) 273,918 and 0 common shares issuable upon the conversion of convertible notes payable, respectively.  These instruments are not considered in the diluted loss per share because the effect would be anti-dilutive.

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, the disclosure of contingent assets and liabilities, and the valuation of equity instruments at the date of the condensed consolidated financial statements.  Actual results could differ from those estimates.

Fair Value of Financial Instruments

The carrying amounts of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses approximate their fair values because of the short-term maturity of these instruments.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Feb. 28, 2013

Notes to Financial Statements

NOTE 5. RELATED PARTY TRANSACTIONS

On March 1, 2000, the Company executed a month-to-month agreement to sub-lease office space and share office equipment and a bookkeeper’s time for $900 a month from R. D. Garwood, Inc. (“Garwood”). The Company’s President/Treasurer/Secretary is the Chief Financial Officer of Garwood. The Company’s expense for these shared facilities and bookkeeping services was $2,700 and $5,400 for the three and six months ended February 28, 2013 and February 29, 2012, respectively.

On January 18, 2013, the Company’s chief executive officer (“CEO”) loaned the Company $10,000 and received a convertible promissory note due January 18, 2015.  The note bears interest at a variable rate of 2% plus the “Base Rate” (the greater of (i) the rate in the Wall Street Journal for notes maturing in three months after issuance and (ii) the prime rate in the Wall Street Journal).  The overall interest rate at February 28, 2013 was 5.25%.  The note is convertible into common shares of the Company at the rate of $0.07 per share.  The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the common shares on the note issue date (See Note 3).

As of February 28, 2013, accounts payable and accrued expenses include $18,900 for rent, $45,000 for officer’s salary and $56 of accrued interest.  As of August 31, 2012, accounts payable and accrued expenses include $13,500 for rent and $30,000 for officer’s salary.

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GOING CONCERN (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Feb. 29, 2012	Aug. 31, 2012
Going Concern Details Narrative
Net loss	$ 24,470	$ 22,205	$ 56,642	$ 51,327
Net cash used in operating activities			10,180	31,151
Accumulated deficit	(3,315,055)		(3,315,055)		(3,258,413)
Working capital deficiency	$ 85,582		$ 85,582

XML

STOCKHOLDERS' DEFICIENCY (Tables)

6 Months Ended

Feb. 28, 2013

Stockholders Deficiency Tables

Summary of the Company stock option activity

A summary of the Company’s stock option activity during the six months ended February 28, 2013 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	No. of		Exercise		Contractual		Intrinsic
	Shares		Price		Term		Value
Balance outstanding at August 31, 2012		360,000	$	0.67
Granted		-
Exercised		-
Forfeited		-
Expired		-
Balance outstanding at February 28, 2013		360,000	$	0.67		2.4	$	-
Exercisable at February 28, 2013		360,000	$	0.67		2.4	$	-

XML

BASIS OF PRESENTATION (Details Narrative)	Feb. 28, 2013	Feb. 29, 2012
Basis Of Presentation Details Narrative
Options to purchase common shares	360,000	360,000
Common shares issuable upon the conversion of convertible notes payable	273,918	0

XML

STOCKHOLDERS' DEFICIENCY (Details) (USD $)	6 Months Ended
	Feb. 28, 2013
Stockholders Deficiency Details
Balance outstanding at August 31, 2012, No. Of Shares	360,000
Granted, No. Of Shares
Exercised, No. Of Shares
Forfeited, No. Of Shares
Expired, No. Of Shares
Balance outstanding at February 28, 2013, No. Of Shares	360,000
Exercisable at February 28, 2013, No. Of Shares	360,000
Balance outstanding at August 31, 2012, Weighted Average Exercise Price	$ 0.67
Balance outstanding at February 28, 2013, Weighted Average Exercise Price	$ 0.67
Exercisable at February 28, 2013, Weighted Average Exercise Price	$ 0.67
Balance outstanding at February 28, 2013, Weighted Average Remaining Contractual Term	2 years 4 months 24 days
Exercisable at February 28, 2013, Weighted Average Remaining Contractual Term	2 years 4 months 24 days
Balance outstanding at February 28, 2013, Aggregate Intrinsic Value
Exercisable at February 28, 2013, Aggregate Intrinsic Value

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CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) (USD $)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Aug. 31, 2012	$ 35,673	$ 3,178,550	$ (3,258,413)	$ (44,190)
Beginning Balance, Shares at Aug. 31, 2012	3,567,377
Net Loss			(56,642)	(56,642)
Ending Balance, Amount at Feb. 28, 2013	$ 35,673	$ 3,178,550	$ (3,315,055)	$ (100,832)
Ending Balance, Shares at Feb. 28, 2013	3,567,377

XML

STOCKHOLDERS' DEFICIENCY

6 Months Ended

Feb. 28, 2013

Notes to Financial Statements

NOTE 4. STOCKHOLDERS' DEFICIENCY

Stock Options

A summary of the Company’s stock option activity during the six months ended February 28, 2013 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	No. of		Exercise		Contractual		Intrinsic
	Shares		Price		Term		Value
Balance outstanding at August 31, 2012		360,000	$	0.67
Granted		-
Exercised		-
Forfeited		-
Expired		-
Balance outstanding at February 28, 2013		360,000	$	0.67		2.4	$	-
Exercisable at February 28, 2013		360,000	$	0.67		2.4	$	-