UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
  FORM
10-Q
  x
              QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d)   OF THE SECURITIES EXCHANGE ACT
      OF 1934
 
 For the
quarterly period ended September 30, 2010
 
 OR
 
  ̈
              TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE   SECURITIES EXCHANGE ACT OF
      1934
 
 FOR
THE TRANSITION PERIOD FROM _______ TO _________
 
 COMMISSION
FILE NO. 0-25053
 
 THEGLOBE.COM,
INC.
 (EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  STATE OF DELAWARE
              
              14-1782422(STATE
      OR OTHER JURISDICTION OF
              
              (I.R.S.
      EMPLOYERINCORPORATION
      OR ORGANIZATION)
              
              IDENTIFICATION
      NO.)
  1500
CORDOVA ROAD, SUITE 302
 FORT LAUDERDALE, FL.
33316
 (ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
 
 (954) 769 -
5900
 (Registrant's
telephone number, including area code)
 
 Indicate
by check mark 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. x
Yes  ̈
No
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). 
   Yes  ̈ No    ̈
 
 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 “small
reporting company” in Rule 12b-2 of the Exchange Act.  (check
one)
 
 Large accelerated filer
               ̈
              Accelerated filer
               ̈Non-accelerated filer
               ̈
      (Do not check if a smaller reporting company)
              Smaller reporting company
              x
 
 Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
 Yes x   No  ̈
 
 The
number of shares outstanding of the Registrant's Common Stock, $.001 par value
(the "Common Stock") as of October 29, 2010 was 441,484,838.
  
  
 THEGLOBE.COM,
INC.
 FORM
10-Q
 
 TABLE OF
CONTENTS
 
 PART
      I:
                FINANCIAL
      INFORMATION
                1Item
      1.
                Financial
      Statements
                1Condensed
      Consolidated Balance Sheets at September 30, 2010 (unaudited) and December
      31, 2009
                1Unaudited
      Condensed Consolidated Statements of Operations for the three and nine
      months ended September 30, 2010 and 2009
                2Unaudited
      Condensed Consolidated Statements of Cash Flows for the nine months ended
      September 30, 2010 and 2009
                3Notes
      to Unaudited Condensed Consolidated Financial Statements
                4Item
      2.
                Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                10Item
      4T.
                Controls
      and Procedures
                15PART
      II:
                OTHER
      INFORMATION
                16Item
      1.
                Legal
      Proceedings
                16Item
      1A.
                Risk
      Factors
                16Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                19Item
      3.
                Defaults
      Upon Senior Securities
                19Item
      4.
                (Removed
      and Reserved)
                19Item
      5.
                Other
      Information
                19Item
      6.
                Exhibits
                20SIGNATURES
                21
 
 
 
 PART
I - FINANCIAL INFORMATION
 
 ITEM
1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 THEGLOBE.COM,
INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 SEPTEMBER 30,
                                                        
                                                        
                                                        DECEMBER 31,2010
                                                        
                                                        
                                                        2009(UNAUDITED)ASSETSCurrent
      Assets:Cash
      and cash equivalents
                                                        
                                                        $
                                                        18,588
                                                        
                                                        
                                                        $
                                                        1,259Prepaid
      expenses
                                                        
                                                        
                                                        6,271
                                                        
                                                        
                                                        
                                                        6,972Total
      current assets
                                                        
                                                        $
                                                        24,859
                                                        
                                                        
                                                        $
                                                        8,231LIABILITIES AND
      STOCKHOLDERS' DEFICITCurrent
      Liabilities:Accounts
      payable to related party
                                                        
                                                        $
                                                        243,500
                                                        
                                                        
                                                        $
                                                        120,000Accounts
      payable
                                                        
                                                        
                                                        179,140
                                                        
                                                        
                                                        
                                                        184,479Accrued
      expenses and other current liabilities
                                                        
                                                        
                                                        451,904
                                                        
                                                        
                                                        
                                                        449,862Accrued
      interest due to related party
                                                        
                                                        
                                                        110,630
                                                        
                                                        
                                                        
                                                        73,233Notes
      payable due to related party
                                                        
                                                        
                                                        500,000
                                                        
                                                        
                                                        
                                                        500,000Deferred
      income – related party
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        40,000Net
      liabilities of discontinued operations
                                                        
                                                        
                                                        1,684,556
                                                        
                                                        
                                                        
                                                        1,729,556Total
      current liabilities
                                                        
                                                        
                                                        3,169,730
                                                        
                                                        
                                                        
                                                        3,097,130Stockholders'
      Deficit:Common
      stock, $0.001 par value; 500,000,000 shares authorized; 441,484,838 issued
      and outstanding at September 30, 2010 and December 31,
2009
                                                        
                                                        
                                                        441,485
                                                        
                                                        
                                                        
                                                        441,485Additional
      paid-in capital
                                                        
                                                        
                                                        294,301,845
                                                        
                                                        
                                                        
                                                        294,301,845Accumulated
      deficit
                                                        
                                                        
                                                        (297,888,201
                                                        )
                                                        
                                                        
                                                        (297,832,229
                                                        )Total
      stockholders' deficit
                                                        
                                                        
                                                        (3,144,871
                                                        )
                                                        
                                                        
                                                        (3,088,899
                                                        )Total
      liabilities and stockholders’ deficit
                                                        
                                                        $
                                                        24,859
                                                        
                                                        
                                                        $
                                                        8,231
 
 See notes
to unaudited condensed consolidated financial statements.
  1
  THEGLOBE.COM,
INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 Three Months Ended September 30,
                                                                  
                                                                  
                                                                  Nine Months Ended September 30,2010
                                                                  
                                                                  
                                                                  2009
                                                                  
                                                                  
                                                                  2010
                                                                  
                                                                  
                                                                  2009(UNAUDITED)
                                                                  
                                                                  
                                                                  (UNAUDITED)Net
      Revenue
                                                                  
                                                                  $
                                                                  —
                                                                  
                                                                  
                                                                  $
                                                                  —
                                                                  
                                                                  
                                                                  $
                                                                  —
                                                                  
                                                                  
                                                                  $
                                                                  —Operating
      Expenses:Sales
      and Marketing
                                                                  
                                                                  
                                                                  —
                                                                  
                                                                  
                                                                  
                                                                  (23,130
                                                                  )
                                                                  
                                                                  
                                                                  —
                                                                  
                                                                  
                                                                  
                                                                  (23,130
                                                                  )General
      and administrative
                                                                  
                                                                  
                                                                  32,375
                                                                  
                                                                  
                                                                  
                                                                  37,505
                                                                  
                                                                  
                                                                  
                                                                  94,125
                                                                  
                                                                  
                                                                  
                                                                  85,311Related
      party transactions
                                                                  
                                                                  
                                                                  60,000
                                                                  
                                                                  
                                                                  
                                                                  60,000
                                                                  
                                                                  
                                                                  
                                                                  180,000
                                                                  
                                                                  
                                                                  
                                                                  180,00092,375
                                                                  
                                                                  
                                                                  
                                                                  74,375
                                                                  
                                                                  
                                                                  
                                                                  274,125
                                                                  
                                                                  
                                                                  
                                                                  242,181Operating
      Loss from Continuing Operations
                                                                  
                                                                  
                                                                  (92,375
                                                                  )
                                                                  
                                                                  
                                                                  (74,375
                                                                  )
                                                                  
                                                                  
                                                                  (274,125
                                                                  )
                                                                  
                                                                  
                                                                  (242,181
                                                                  )Other
      Income (Expense), net:Related
      party interest expense
                                                                  
                                                                  
                                                                  (12,603
                                                                  )
                                                                  
                                                                  
                                                                  (12,602
                                                                  )
                                                                  
                                                                  
                                                                  (37,397
                                                                  )
                                                                  
                                                                  
                                                                  (37,397
                                                                  )Interest
      income (expense)
                                                                  
                                                                  
                                                                  8
                                                                  
                                                                  
                                                                  
                                                                  —
                                                                  
                                                                  
                                                                  
                                                                  8
                                                                  
                                                                  
                                                                  
                                                                  (140
                                                                  )Related
      party other income
                                                                  
                                                                  
                                                                  81,250
                                                                  
                                                                  
                                                                  
                                                                  75,000
                                                                  
                                                                  
                                                                  
                                                                  243,750
                                                                  
                                                                  
                                                                  
                                                                  225,000Other
      income
                                                                  
                                                                  
                                                                  —
                                                                  
                                                                  
                                                                  
                                                                  220
                                                                  
                                                                  
                                                                  
                                                                  —
                                                                  
                                                                  
                                                                  
                                                                  26468,655
                                                                  
                                                                  
                                                                  
                                                                  62,618
                                                                  
                                                                  
                                                                  
                                                                  206,361
                                                                  
                                                                  
                                                                  
                                                                  187,727Loss
      from Continuing Operations Before Income Tax
                                                                  
                                                                  
                                                                  (23,720
                                                                  )
                                                                  
                                                                  
                                                                  (11,757
                                                                  )
                                                                  
                                                                  
                                                                  (67,764
                                                                  )
                                                                  
                                                                  
                                                                  (54,454
                                                                  )Income
      Tax Benefit
                                                                  
                                                                  
                                                                  (13,544
                                                                  )
                                                                  
                                                                  
                                                                  —
                                                                  
                                                                  
                                                                  
                                                                  (13,544
                                                                  )
                                                                  
                                                                  
                                                                  —Loss
      from Continuing Operations
                                                                  
                                                                  
                                                                  (10,176
                                                                  )
                                                                  
                                                                  
                                                                  (11,757
                                                                  )
                                                                  
                                                                  
                                                                  (54,220
                                                                  )
                                                                  
                                                                  
                                                                  (54,454
                                                                  )Discontinued
      Operations, net of tax:
                                                                  
                                                                  
                                                                  —
                                                                  
                                                                  
                                                                  
                                                                  —
                                                                  
                                                                  
                                                                  
                                                                  (1,752
                                                                  )
                                                                  
                                                                  
                                                                  (26,544
                                                                  )Net
      Loss
                                                                  
                                                                  $
                                                                  (10,176
                                                                  )
                                                                  
                                                                  $
                                                                  (11,757
                                                                  )
                                                                  
                                                                  $
                                                                  (55,972
                                                                  )
                                                                  
                                                                  $
                                                                  (80,998
                                                                  )Loss
      Per Share:Basic
      and Diluted:Continuing
      Operations
                                                                  
                                                                  $
                                                                  —
                                                                  
                                                                  
                                                                  $
                                                                  —
                                                                  
                                                                  
                                                                  $
                                                                  —
                                                                  
                                                                  
                                                                  $
                                                                  —Discontinued
      Operations
                                                                  
                                                                  $
                                                                  —
                                                                  
                                                                  
                                                                  $
                                                                  —
                                                                  
                                                                  
                                                                  $
                                                                  —
                                                                  
                                                                  
                                                                  $
                                                                  —Net
      Loss
                                                                  
                                                                  $
                                                                  —
                                                                  
                                                                  
                                                                  $
                                                                  —
                                                                  
                                                                  
                                                                  $
                                                                  —
                                                                  
                                                                  
                                                                  $
                                                                  —Weighted
      Average Common Shares Outstanding
                                                                  
                                                                  
                                                                  441,484,838
                                                                  
                                                                  
                                                                  
                                                                  441,484,838
                                                                  
                                                                  
                                                                  
                                                                  441,484,838
                                                                  
                                                                  
                                                                  
                                                                  441,484,838
  See notes
to unaudited condensed consolidated financial statements.
  2
 
 THEGLOBE.COM,
INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 Nine Months
                                    Ended September 30,2010
                                  
                                  
                                  2009(UNAUDITED)Cash
      Flows from Operating Activities:Net
      loss
                                  
                                  $
                                  (55,972
                                  )
                                  
                                  $
                                  (80,998
                                  )Add
      back: loss from discontinued operations
                                  
                                  
                                  1,752
                                  
                                  
                                  
                                  26,544Net
      loss from continuing operations
                                  
                                  
                                  (54,220
                                  )
                                  
                                  
                                  (54,454
                                  )Adjustments
      to reconcile net loss from continuing operations to net cash flows from
      operating activitiesEmployee
      stock compensation
                                  
                                  
                                  —
                                  
                                  
                                  
                                  2,429Compensation
      related to non-employee stock options
                                  
                                  
                                  —
                                  
                                  
                                  
                                  426Changes
      in operating assets and liabilitiesAccounts
      receivable from related party
                                  
                                  
                                  —
                                  
                                  
                                  
                                  75,000Prepaid
      and other current assets
                                  
                                  
                                  701
                                  
                                  
                                  
                                  10,871Accounts
      payable to related party
                                  
                                  
                                  123,500
                                  
                                  
                                  
                                  19,333Accounts
      payable
                                  
                                  
                                  (5,339
                                  )
                                  
                                  
                                  (17,983
                                  )Accrued
      expenses and other current liabilities
                                  
                                  
                                  2,042
                                  
                                  
                                  
                                  (107,505
                                  )Accrued
      interest due to related party
                                  
                                  
                                  37,397
                                  
                                  
                                  
                                  37,397Deferred
      income – related party
                                  
                                  
                                  (40,000
                                  )
                                  
                                  
                                  —Net
      cash flows from operating activities of continuing
    operations
                                  
                                  
                                  64,081
                                  
                                  
                                  
                                  (34,486
                                  )Net
      cash flows from operating activities of discontinued
      operations
                                  
                                  
                                  (46,752
                                  )
                                  
                                  
                                  (53,543
                                  )Net
      cash flows from operating activities
                                  
                                  
                                  17,329
                                  
                                  
                                  
                                  (88,029
                                  )Net
      Increase (Decrease) in Cash and Cash Equivalents
                                  
                                  
                                  17,329
                                  
                                  
                                  
                                  (88,029
                                  )Cash
      and Cash Equivalents, at beginning of period
                                  
                                  
                                  1,259
                                  
                                  
                                  
                                  89,754Cash
      and Cash Equivalents, at end of period
                                  
                                  $
                                  18,588
                                  
                                  
                                  $
                                  1,725
 
 See notes
to unaudited condensed consolidated financial statements.
  3
 
 THEGLOBE.COM,
INC. AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 (1)
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 DESCRIPTION
OF THEGLOBE.COM
 
 theglobe.com,
inc. (the “Company” or “theglobe”) was incorporated on May 1, 1995 (inception)
and commenced operations on that date.  Originally, theglobe.com was an
online community with registered members and users in the United States and
abroad.  However, due to the deterioration of the online advertising
market, the Company was forced to restructure and ceased the operations of its
online community on August 15, 2001.  The Company then sold most of its
remaining online and offline properties.  The Company continued to operate
its Computer Games print magazine and the associated CGOnline website, as well
as the e-commerce games distribution business of Chips & Bits.  On June
1, 2002, Chairman Michael S. Egan and Director Edward A. Cespedes became Chief
Executive Officer and President of the Company, respectively.  On November
14, 2002, the Company entered into the Voice over Internet Protocol (“VoIP”)
business by acquiring certain VoIP assets.  On September 1, 2004, the
Company acquired SendTec, Inc., a direct response marketing services and
technology company.
 
 On May 9,
2005, the Company exercised an option to acquire all of the outstanding capital
stock of Tralliance Corporation (“Tralliance”), an entity which had been
designated as the registry for the “.travel” top-level domain through an
agreement with the Internet Corporation for Assigned Names and Numbers
(“ICANN”).
 
 As more
fully discussed in Note 4, “Discontinued Operations,” in October 2005, the
Company completed the sale of the business and substantially all of the assets
of SendTec, Inc.  Additionally, in March 2007, management and the Board of
Directors of the Company made the decision to (i) cease all activities related
to its computer games businesses, including discontinuing the operations of its
magazine publications, games distribution business and related websites; and
(ii) discontinue the operating, research and development activities of its VoIP
telephony services business and terminate all of the remaining employees of that
business.
 
 On
September 29, 2008, the Company sold its Tralliance business and issued
229,000,000 shares of its Common Stock to a company controlled by Michael S.
Egan, the Company’s Chairman and Chief Executive Officer (see Note 3, “Sale of
Tralliance and Share Issuance”).  As a result of the sale of its Tralliance
business, the Company became a shell company (as defined in Rule 12b-2 of the
Securities and Exchange Act of 1934) with no material operations or
assets.  However, certain matters, as more fully discussed in Note 2,
“Liquidity and Going Concern Considerations,” raise substantial doubt about the
Company’s ability to continue as a going concern.
 
 PRINCIPLES
OF CONSOLIDATION
 
 The
condensed consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries from their respective dates of acquisition.
All significant intercompany balances and transactions have been eliminated in
consolidation.
  UNAUDITED
INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
 
 The
unaudited interim condensed consolidated financial statements of the Company as
of September 30, 2010 and for the three and nine months ended September 30, 2010
and 2009 included herein have been prepared in accordance with the instructions
for Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article
10 of Regulation S-X under the Securities Act of 1933, as amended. Certain
information and note disclosures normally included in consolidated financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations relating
to interim condensed consolidated financial statements.
  In the
opinion of management, the accompanying unaudited interim condensed consolidated
financial statements reflect all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position of the
Company at September 30, 2010 and the results of its operations and its cash
flows for the three and nine months ended September 30, 2010 and 2009. The
results of operations and cash flows for such periods are not necessarily
indicative of results expected for the full year or for any future
period.
 
 USE OF
ESTIMATES
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management 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 financial
statements and the reported amounts of revenue and expenses during the reporting
period. These estimates and assumptions relate primarily to estimates of the
collectability of accounts receivable, accounts payable and accrued expenses. At
September 30, 2010 and December 31, 2009, a significant portion of our
liabilities of discontinued operations relate to charges that have been disputed
by the Company and for which estimates have been required. Our estimates,
judgments and assumptions are continually evaluated based upon available
information and experience. Because of estimates inherent in the financial
reporting process, actual results could differ from those estimates.
  4
  CASH AND
CASH EQUIVALENTS
  Cash
equivalents consist of money market funds and highly liquid short-term
investments with qualified financial institutions. The Company considers all
highly liquid securities with original maturities of three months or less to be
cash equivalents.
 
 NET
INCOME PER SHARE
  The
Company reports basic and diluted net income per common share in accordance with
FASB ASC Topic 260, "Earnings Per Share."  Basic earnings per share is
computed using the weighted average number of common shares outstanding during
the period. Common equivalent shares consist of the incremental common shares
issuable upon the exercise of stock options and warrants (using the treasury
stock method). Common equivalent shares are excluded from the calculation if
their effect is anti-dilutive.
  Due to
the anti-dilutive effect of potentially dilutive securities or common stock
equivalents that could be issued, such securities were excluded from the diluted
net loss per common share calculation for all periods presented. Such
potentially dilutive securities and common stock equivalents consisted of the
following for the periods ended September 30:
 
 2010
                        
                        
                        2009Options
      to purchase common stock
                        
                        
                        13,543,000
                        
                        
                        
                        13,597,000Common
      shares issuable upon exercise of warrants
                        
                        
                        7,250,000
                        
                        
                        
                        12,725,000Total
                        
                        
                        20,793,000
                        
                        
                        
                        26,322,000
 
 RECENT
ACCOUNTING PRONOUNCEMENTS
  Management
has determined that all recently issued accounting pronouncements will not have
a material impact on the Company’s financial statements or do not apply to the
Company’s operations.
  RECLASSIFICATIONS
 
 Certain
amounts in the prior year financial statements have been reclassified to conform
to the current year presentation.
 
 (2)
LIQUIDITY AND GOING CONCERN CONSIDERATIONS
  The
accompanying condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business.
Accordingly, the condensed consolidated financial statements do not include any
adjustments relating to the recoverability of assets and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern. However, for the reasons described below, Company management
does not believe that cash on hand and cash flow generated internally by the
Company will be adequate to fund its limited overhead and other cash
requirements beyond a short period of time. These reasons raise significant
doubt about the Company’s ability to continue as a going concern.
  During
its recent past, the Company was able to continue operating as a going concern
due principally to funding of $500,000 received during 2008 under a Revolving
Loan Agreement with an entity controlled by Michael S. Egan, its Chairman and
Chief Executive Officer and a total of approximately $625,000 received during
2009 and through September 30, 2010 under an Earn-out Agreement with an entity
also controlled by Mr. Egan.
 
 At September 30, 2010, the Company had
a net working capital deficit of approximately $3,145,000.  Such working
capital deficit included (i) a total of approximately $611,000 in principal and
accrued interest owed under the aforementioned Revolving Loan Agreement; (ii) a
total of approximately $244,000 in management service fees owed under a Master
Services Agreement to an entity controlled by Mr. Egan; and (iii) an aggregate
of approximately $2,315,000 in unsecured accounts payable and accrued expenses
owed to vendors and other non-related third parties (of which approximately
$1,685,000 relates to liabilities of our VoIP telephony service discontinued
business, with a significant portion of such liabilities related to charges
which have been disputed by theglobe). theglobe believes that its ability to
continue as a going concern for any significant length of time in the future
will be heavily dependent, among other things, on the continued forbearance of
Mr. Egan and related entities in making demand for payment for amounts
outstanding under the Revolving Loan Agreement and the Master Services
Agreement, and its ability to prevail and avoid making any payments with respect
to such disputed vendor charges and/or to negotiate favorable settlements
(including discounted payment and/or payment term concessions) with the
aforementioned creditors.
 
 5
  As more
fully discussed in Note 3, “Sale of Tralliance and Share Issuance,” on September
29, 2008, the Company (i) sold the business and substantially all of the assets
of its Tralliance Corporation subsidiary to Tralliance Registry Management, and
(ii) issued 229,000,000 shares of its Common Stock (the “Shares”) to Registry
Management (the “Purchase Transaction”). Tralliance Registry Management and
Registry Management are entities controlled by Michael S. Egan. The closing of
the Purchase Transaction resulted in the cancellation of all of the Company’s
remaining Convertible Debt, related accrued interest and rent and accounts
payable owed to entities controlled by Mr. Egan as of the date of closing
(totaling approximately $6,400,000). However, the Company continues to be
obligated to repay its principal borrowings totaling $500,000, plus accrued
interest at the rate of 10% per annum (approximately $111,000 as of September
30, 2010), due to an entity controlled by Mr. Egan under the aforementioned
Revolving Loan Agreement. All unpaid borrowings under the Revolving Loan
Agreement, as amended on May 7, 2009, including accrued interest, are due and
payable by the Company in one lump sum on the earlier of (i) five business days
following any demand for payment, which demand can be made at any time, or (ii)
the occurrence of an event of default as defined in the Revolving Loan
Agreement. The Company currently has no ability to repay this loan should a
demand for payment be made by the noteholder.  All borrowings under the
Revolving Loan Agreement are secured by a pledge of all of the assets of the
Company and its subsidiaries. After giving effect to the closing of the Purchase
Transaction and the issuance of the Shares thereunder, Mr. Egan now beneficially
owns approximately 76% of the Company’s issued and outstanding Common Stock at
September 30, 2010.
 
 As
additional consideration under the Purchase Transaction, Tralliance Registry
Management is obligated to pay an earn-out to theglobe equal to 10% (subject to
certain minimums) of Tralliance Registry Management’s net revenue (as defined)
derived from “.travel” names registered by Tralliance Registry Management from
September 29, 2008 through May 5, 2015 (the “Earn-out”). The minimum Earn-out
payable by Tralliance Registry Management to theglobe was $300,000 in the first
year, and has or will be increased by $25,000 in each subsequent year (pro-rated
for the final year of the Earn-out).
 
 In
connection with the closing of the Purchase Transaction, the Company also
entered into a Master Services Agreement with an entity controlled by Mr. Egan
whereby for a fee of $20,000 per month ($240,000 per annum) such entity will
provide personnel and services to the Company so as to enable it to continue its
existence as a public company without the necessity of any full-time employees
of its own.  That agreement was subsequently extended and will remain
in effect for one year terms ending each September 28 unless either party gives
appropriate notice not to renew.  Additionally, commensurate with the
closing of the Purchase Transaction, Termination Agreements with each of its
current executive officers, which terminated their previous and then existing
employment agreements, were executed. Notwithstanding the termination of these
employment agreements, each of our current executive officers and directors
remain as executive officers and directors of the Company.
 
 Immediately
following the closing of the Purchase Transaction, theglobe became a shell
company with no material operations or assets, and no source of revenue other
than under the Earn-out.  It is expected that theglobe’s future operating
expenses as a public shell company will consist primarily of expenses incurred
under the aforementioned Master Services Agreement and other customary public
company expenses, including legal, audit and other miscellaneous public company
costs.
 
 MANAGEMENT’S
PLANS
 
 As a
shell company, management believes that theglobe will most likely continue to
incur net losses for the foreseeable future. However, assuming that no
significant unplanned costs are incurred, management believes that theglobe’s
future losses will be limited. Further, in the event that Registry Management is
successful in substantially increasing net revenue derived from “.travel” name
registrations (and as the result maximizing theglobe’s Earn-out revenue) in the
future, theglobe’s prospects for achieving profitability will be enhanced. 
To date, the Company has received only the minimum payments pursuant to the
Earn-out.
  It is the
Company’s preference to avoid filing for protection under the U.S. Bankruptcy
Code. However, based upon the Company’s current financial condition as discussed
above, management believes that additional debt or equity capital will need to
be raised in order for theglobe to continue to operate as a going concern on a
long-term basis. Such capital will be needed both to (i) fund its expected
limited future net losses and (ii) repay the $611,000 of secured debt and
related accrued interest due under the Revolving Loan Agreement and the $244,000
of management service fees due under the Master Services Agreement, and a
portion of the $2,315,000 unsecured indebtedness (assuming theglobe is
successful in favorably resolving and settling certain disputed and non-disputed
vendor charges related to such unsecured indebtedness).  Any such capital
would likely come from Mr. Egan, or affiliates of Mr. Egan, as the Company
currently has no access to credit facilities and had traditionally relied upon
borrowings from related parties to meet short-term liquidity needs.  Any
such capital raised would likely result in very substantial dilution in the
number of outstanding shares of the Company’s Common Stock.
 
 On a
short-term liquidity basis, the Company must be successful in collecting the
quarterly Earn-out payments contractually due from Tralliance Registry
Management on a timely basis, and must receive the continued indulgence of
substantially all of its creditors, in order to continue to operate as a going
concern in the near term.  Given theglobe’s current financial condition and
the state of the current United States capital markets and economy, it has no
current intent to seek to acquire, or start, any other businesses.
  6
  (3)  SALE
OF TRALLIANCE AND SHARE ISSUANCE
 
 On
September 29, 2008, theglobe closed upon a Purchase Agreement (the “Purchase
Agreement”), by and between theglobe.com, its subsidiary, Tralliance, Registry
Management and Tralliance Registry Management, a wholly-owned subsidiary of
Registry Management.  In connection with the closing, Registry Management
assigned certain of its rights and obligations with respect to the purchased
assets of Tralliance to Tralliance Registry Management.  Pursuant to the
provisions of the Purchase Agreement, theglobe (i) issued two hundred twenty
nine million (229,000,000) shares of its Common Stock (the “Shares”) (the “Share
Issuance”) and (ii) sold the business and substantially all of the assets of its
subsidiary, Tralliance to Tralliance Registry Management (the “Asset Sale” and,
together with the Share Issuance, the “Sale” or “Purchase Transaction”) for (i)
consideration totaling approximately $6,409,800 and consisting of surrender to
theglobe and satisfaction of secured demand convertible promissory notes issued
by theglobe and held by the Registry Management in the aggregate principal
amount of $4,250,000, together with all accrued and unpaid interest of
approximately $1,290,300 through the date of the closing of the Purchase
Transaction and satisfaction of approximately $869,500 in outstanding rent and
miscellaneous fees due and unpaid to Registry Management through the date of
closing of the Purchase Transaction, and (ii) an earn-out equal to 10% of
Tralliance Registry Management’s “net revenue” (as defined) derived from
“.travel” names registered by Tralliance Registry Management from September 29,
2008 through May 5, 2015 (the “Earn-out”).  Registry Management and
Tralliance Registry Management are directly or indirectly controlled by Michael
S. Egan, our Chairman and Chief Executive Officer and principal stockholder and
each of our two remaining Board members own a minority interest in Registry
Management.  After giving effect to the closing of the Purchase
Transaction, and the issuance of the Shares thereunder, Mr. Egan now
beneficially owns approximately 76% of the Company’s issued and outstanding
Common Stock.
 
 Commensurate
with the closing of the Purchase Agreement on September 29, 2008, the Company
also entered into several ancillary agreements.  These agreements included
an Earn-out Agreement pursuant to which the aforementioned “net revenue”
Earn-out would be paid (the “Earn-out Agreement”), and Termination Agreements
with each of our executive officers (each a “Termination Agreement”).  The
minimum Earn-out amount payable under the Earn-out Agreement was $300,000 in the
first year of the Earn-out Agreement and will increase by $25,000 in each
subsequent year (pro-rated for the final year of the Earn-out) with incremental
Earn-out payments to be determined and paid to the Company on an annual basis to
the extent that 10% of Tralliance Registry Management’s “net revenue” (as
defined) exceeds the minimum Earn-out amount payable for such year.  For
the first two annual Earn-out periods that were completed on September 29, 2009
and 2010, respectively, no incremental Earn-out payments were due or paid to the
Company.  Pursuant to the Termination Agreements, the Company’s employment
agreements with each of Michael S. Egan, Edward A. Cespedes and Robin Segaul
Lebowitz, the Company’s Chief Executive Officer, President and Vice President of
Finance, all dated August 1, 2003, respectively, were terminated. 
Notwithstanding the termination of these employment agreements, each of Messrs.
Egan, Cespedes and Ms. Lebowitz remains as an officer and director of the
Company.
 
 Due to
various factors related to the collectability of Earn-out payments from
Tralliance Registry Management, including the current weak financial condition
of Tralliance Registry Management, and the fact that such Earn-out payments are
payable to theglobe over an extended period of time (until May 2015), no portion
of the Earn-out was included in the purchase price for the Purchase Transaction
as of the closing of the transaction.  Instead, the Company intends to
recognize income related to the Earn-out on a prospective basis as and to the
extent that future Earn-out payments are collected.  During the nine months
ended September 30, 2010 and 2009, income related to the Earn-out of $243,750
and $225,000, respectively, was recorded as related party other income in the
Unaudited Condensed Consolidated Statement of Operations for such
periods.  There can be no assurance that theglobe will be able to
collect future minimum payments due over the remaining life of the
Earn-out.
 
 In
connection with the closing of the Purchase Agreement, the Company also entered
into a Master Services Agreement (“Services Agreement”) with Dancing Bear
Investments, Inc. (“Dancing Bear”), which is controlled by Mr. Egan.  Under
the terms of the Services Agreement, for a fee of $20,000 per month ($240,000
per annum), Dancing Bear will provide personnel and services to the Company so
as to enable it to continue its existence as a public company without the
necessity of any full-time employees of its own.  The Services Agreement
had an initial term of one year and is subject to renewal or early termination
under certain events.  On August 9, 2010, the parties to the Services
Agreement acknowledged their prior extension of the term of that Agreement until
September 28, 2010, and amended the Agreement to provide that after September
28, 2010, the term would automatically renew for additional one year terms
unless either party gives notice to the other of its intent not to renew at
least 60 days prior to the end of the then applicable term.  Inasmuch as
neither party elected not to renew, the Services Agreement renewed for an
additional one-year term ending September 28, 2011.  Services under
the Services Agreement include, without limitation, accounting, assistance with
financial reporting, accounts payable, treasury/financial planning, record
retention and secretarial and investor relations functions. A total of $180,000
related to the Services Agreement has been expensed during both of the nine
month periods ended September 30, 2010 and 2009.  At September 30, 2010, a
total of $243,500 remains unpaid and is accrued on the Company’s condensed
consolidated balance sheet.
  After
giving effect to the closing of the Purchase Transaction, theglobe has no
material operations or assets and no source of revenue other than the
Earn-out.
  7
  (4)  DISCONTINUED
OPERATIONS
 
 In
March 2007, management and the Board of Directors of the Company made the
decision to cease all activities related to its Computer Games businesses,
including discontinuing the operations of its magazine publications, games
distribution business and related websites. The Company’s decision to shutdown
its computer games businesses was based primarily on the historical losses
sustained by these businesses during the recent past and management’s
expectations of continued future losses. As of September 30, 2010, all
significant elements of its computer games business shutdown plan have been
completed by the Company.
 
 In
addition, in March 2007, management and the Board of Directors of the Company
decided to discontinue the operating, research and development activities of its
VoIP telephony services business and terminate all of the remaining employees of
the business.  The
Company’s decision to discontinue the operations of its VoIP telephony services
business was based primarily on the historical losses sustained by the business
during the past several years, management’s expectations of continued losses for
the foreseeable future and estimates of the amount of capital required to
attempt to successfully monetize its business. As of September 30, 2010, all
significant elements of its VoIP telephony services business shutdown plan have
been completed by the Company, except for the resolution of certain vendor
disputes and the payment of remaining outstanding vendor payables.
 
 In
October 2005, the Company completed the sale of the business and substantially
all of the assets of SendTec, Inc., its former Marketing Services
subsidiary.  During the second quarter of 2009, the Company recorded an
interest accrual totaling $23,000 in connection with prior year income tax
audits of this subsidiary.  During the fourth quarter of 2009, the Company
settled and paid to a state taxing authority approximately $88,000 in income
taxes and interest due in connection with such audits.  The Company is not
currently aware of any other pending or unsettled Marketing Services business
liabilities at this time.
 
 Results
of operations for the Computer Games, VoIP telephony services and Marketing
Services businesses have been reported separately as “Discontinued Operations”
in the accompanying condensed consolidated statements of operations for all
periods presented. There are no discontinued operations assets included in the
accompanying condensed consolidated balance sheets. The liabilities of the
Computer Games, VoIP telephony services and Marketing Services businesses have
been included in the caption, “Liabilities of Discontinued Operations” in the
accompanying condensed consolidated balance sheets for all applicable periods
presented.
  The
following is a summary of the liabilities of the discontinued operations of the
Computer Games, VoIP telephony services and Marketing Services businesses as
included in the accompanying condensed consolidated balance sheets. A
significant portion of the liabilities of discontinued operations at September
30, 2010 and December 31, 2009 relate to charges that have been disputed by the
Company and for which estimates have been required.
 
 September 30,
                              
                              
                              December 31,2010
                              
                              
                              2009Liabilities
      of discontinued operations:VoIP
      Telephony Services
                              
                              $
                              1,684,556
                              
                              
                              $
                              1,729,556Total
      liabilities of discontinued operations
                              
                              $
                              1,684,556
                              
                              
                              $
                              1,729,556
 
 Summarized
results of operations financial information for the discontinued operations of
our Computer Games, VoIP telephony services and Marketing Services businesses
was as follows:
  Three Months Ended September 30,
                          
                          
                          Nine Months Ended September 30,2010
                          
                          
                          2009
                          
                          
                          2010
                          
                          
                          2009Loss
      from discontinued operations, net of tax:Computer
      Games
                          
                          $
                          —
                          
                          
                          $
                          —
                          
                          
                          $
                          (1,268
                          )
                          
                          $
                          (3,095
                          )VoIP
      Telephony Services
                          
                          $
                          —
                          
                          
                          $
                          —
                          
                          
                          $
                          (484
                          )
                          
                          $
                          (449
                          )Marketing
      Services
                          
                          $
                          —
                          
                          
                          $
                          —
                          
                          
                          $
                          —
                          
                          
                          $
                          (23,000
                          )Total
      Loss from discontinued operations, net of tax
                          
                          $
                          —
                          
                          
                          $
                          —
                          
                          
                          $
                          (1,752
                          )
                          
                          $
                          (26,544
                          )
 
 (5)
STOCK OPTION PLANS
 
 We have
several stock option plans under which nonqualified stock options may be granted
to officers, directors, other employees, consultants and advisors of the
Company. In general, options granted under the Company’s stock option plans
expire after a ten-year period and generally vest no later than three years from
the date of grant. Incentive options granted to stockholders who own greater
than 10% of the total combined voting power of all classes of stock of the
Company must be issued at 110% of the fair market value of the stock on the date
the options are granted. As of September 30, 2010, there were approximately
9,442,000 shares available for grant under the Company’s stock option
plans.
  8
  There
were no stock option grants or exercises during each of the nine months ended
September 30, 2010 and 2009.
 
 Stock
option activity during the nine months ended September 30, 2010 was as
follows:
 
 Total Options
                              
                              
                              Weighted
                                Average Exercise
                                PriceOutstanding at December
      31, 2009
                              
                              
                              13,596,580
                              
                              
                              $
                              0.18Granted
                              
                              
                              —Exercised
                              
                              
                              —Expired
                              
                              
                              (54,080
                              )
                              
                              
                              4.39Outstanding
      at September 30, 2010
                              
                              
                              13,542,500
                              
                              
                              $
                              0.16Options
      exercisable at September 30, 2010
                              
                              
                              13,542,500
                              
                              
                              $
                              0.16
  Each of
the weighted-average remaining contractual terms of stock options outstanding
and stock options exercisable at September 30, 2010 were 3.5 years. The
aggregate intrinsic value of both options outstanding and stock options
exercisable at September 30, 2010 was $0.
 
 Stock
compensation cost is recognized on a straight-line basis over the vesting
period. Stock compensation expense totaling $2,855 was charged to continuing
operations during the nine months ended September 30, 2009, including $426 of
expense resulting from the vesting of non-employee stock options.
 
 At
September 30, 2010, there was no unrecognized compensation expense related to
unvested stock options.
 
 The
Company estimates the fair value of each stock option at the grant date by using
the Black Scholes option-pricing model using the following assumptions: no
dividend yield; a risk free interest rate based on the U.S. Treasury yield in
effect at the time of grant; an expected option life based on historical and
expected exercise behavior; and expected volatility based on the historical
volatility of the Company’s stock price over a time period that is consistent
with the expected life of the option.
  (6)
LITIGATION
  On and
after August 3, 2001 six putative shareholder class action lawsuits were filed
against the Company, certain of its current and former officers and directors
(the "Individual Defendants"), and several investment banks that were the
underwriters of the Company's initial public offering and secondary offering.
The lawsuits were filed in the United States District Court for the Southern
District of New York. A Consolidated Amended Complaint, which is now the
operative complaint, was filed in the Southern District of New York on April 19,
2002.
  The
lawsuit purports to be a class action filed on behalf of purchasers of the stock
of the Company during the period from November 12, 1998 through December 6,
2000. The purported class action alleges violations of Sections 11 and 15 of the
Securities Act of 1933 (the "1933 Act") and Sections 10(b), Rule 10b-5 and 20(a)
of the Securities Exchange Act of 1934 (the "1934 Act"). Plaintiffs allege that
the underwriter defendants agreed to allocate stock in the Company's initial
public offering and its secondary offering to certain investors in exchange for
excessive and undisclosed commissions and agreements by those investors to make
additional purchases of stock in the aftermarket at pre-determined prices.
Plaintiffs allege that the Prospectuses for the Company's initial public
offering and its secondary offering were false and misleading and in violation
of the securities laws because it did not disclose these arrangements. The
action seeks damages in an unspecified amount. On October 9, 2002, the Court
dismissed the Individual Defendants from the case without prejudice. This
dismissal disposed of the Section 15 and 20(a) control person claims without
prejudice.
  At the
Court's request, plaintiffs selected six "focus" cases, which do not include the
Company. The Court indicated that its decisions in the six focus cases are
intended to provide strong guidance for the parties in the remaining cases. On
December 5, 2006, the U.S. Court of Appeals for the Second Circuit vacated a
decision by the District Court granting class certification in the focus cases.
On April 6, 2007, the Second Circuit denied a petition for rehearing filed by
plaintiffs, but noted that plaintiffs could ask the District Court to certify
more narrow classes than those that were rejected.
  The
parties in the approximately 300 coordinated cases, including ours, reached a
settlement. The insurers for the issuer defendants in the coordinated cases will
make the settlement payment on behalf of the issuers, including theglobe. On
October 5, 2009, the Court granted final approval of the
settlement.  Objectors to the settlement filed six notices of appeal
to the United States Court of Appeals for the Second Circuit and one petition
seeking permission to appeal.  Two objectors to the settlement filed
briefs in support of their appeals.  Appellees have requested that the
Court require answering briefs to be filed by December 17, 2010.  The
remaining objectors withdrew their appeals with prejudice.
  9
  Due to
the inherent uncertainties of litigation, the Company cannot accurately predict
the ultimate outcome of the matter. If the settlement does not survive appeal
and the Company is found liable, we are unable to estimate or predict the
potential damages that might be awarded, whether such damages would be greater
than the Company's insurance coverage, and whether such damages would have a
material impact on our results of operations or financial condition in any
future period.
  The
Company is currently a party to certain other claims and disputes arising in the
ordinary course of business, including certain disputes related to vendor
charges incurred primarily as the result of the failure and subsequent shutdown
of its discontinued VoIP telephony services business. The Company believes that
it has recorded adequate accruals on its balance sheet to cover such disputed
charges and is seeking to resolve and settle such disputed charges for amounts
substantially less than recorded amounts. An adverse outcome in any of these
matters, however, could materially and adversely effect our financial position
and prospects, utilizing all or a significant portion of our limited cash
resources, and adversely affect our ability to continue as a going concern (see
Note 4, "Discontinued Operations").
 
 (7)   RELATED PARTY
TRANSACTIONS
 
 On June
6, 2008, the Company entered into a Revolving Loan Agreement with Dancing Bear
Investments, Inc. (“Dancing Bear”), pursuant to which Dancing Bear may loan up
to $500,000 to the Company on a revolving basis (the “Credit Line”). 
 Dancing Bear is an entity controlled by Michael S. Egan, the Company’s
Chairman and Chief Executive Officer.  During 2008 the Company made
borrowings totaling the full amount of the $500,000 Credit Line.  At
September 30, 2010, outstanding principal and accrued interest under the Credit
Line totaled $500,000 and $110,630, respectively.  During both the nine
months ended September 30, 2010 and 2009, interest expense related to the Credit
Line of $37,397 was recorded.  All borrowings under the Credit Line,
including accrued interest on borrowed funds at the rate of 10% per annum, were
initially due and payable in one lump sum on the first anniversary of the Credit
Line, or June 6, 2009, or sooner upon the occurrence of an event of default
under the loan documentation.  On May 7, 2009, such repayment terms were
amended so as to require the Company to repay any or all amounts due under the
Credit Line in one lump sum on the earlier of (i) five business days following
any demand for payment that is made on or after June 6, 2009, or (ii) the
occurrence of an event of default as defined in the Revolving Credit
Agreement.
 
 During
the nine months ended September 30, 2010 and 2009, the Company received minimum
Earn-out installment payments totaling $203,750 and $300,000, respectively, from
Tralliance Registry Management Company LLC (“Tralliance Registry Management”)
under an Earn-out Agreement entered into on September 29, 2008 by and between
Tralliance Registry Management and the Company.  Tralliance Registry
Management is an entity controlled by Michael S. Egan, and each of our two
remaining executive officers and Board members, Edward A. Cespedes, our
President, and Robin S. Lebowitz, our Vice President of Finance, who own a
minority interest in The Registry Management Company, LLC, the parent company of
Tralliance Registry Management.
 
 During
the nine months ended September 30, 2010 and 2009, the Company paid management
services fees totaling $55,250 and $160,667, respectively, to Dancing Bear under
a Master Services Agreement entered into on September 29, 2008 by and between
Dancing Bear and the Company.   At September 30, 2010, a total of
$243,500 in additional management service fees remains unpaid and is accrued on
the Company’s condensed consolidated balance sheet.
 
 (8)   SUBSEQUENT EVENTS
 
 We have
performed an evaluation of subsequent events that have occurred after the
balance sheet date, but before the financial statements were available to be
issued, which the Company considers to be the date the financial statements were
issued.  There were
none.
  ITEM
      2.
              MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
 
 FORWARD
LOOKING STATEMENTS
 
 This Form
10-Q contains forward-looking statements within the meaning of the federal
securities laws that relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology, such as "may," "will," "should," "could," "expect," "plan,"
"anticipate," "believe," "estimate," "project," "predict," "intend," "potential"
or "continue" or the negative of such terms or other comparable terminology,
although not all forward-looking statements contain such terms. In addition,
these forward-looking statements include, but are not limited to, statements
regarding:
  ·
                the outcome of pending
      litigation;
 
 ·
                our ability to negotiate
      favorable settlements with unsecured
  creditors;
 
 ·
                our ability to successfully
      resolve disputed
liabilities;
  10
  ·
                our estimates or expectations of
      continued losses;
 
 ·
                our expectations regarding future
      income (and in particular, income from an earn-out due from an affiliate)
      and expenses;
 
 ·
                our ability to raise additional
      and sufficient capital;
 
 ·
                our ability to continue to
      operate as a going concern;
and
 
 ·
                the continued forbearance of
      certain related parties from making demand for payment under the Revolving
      Loan Agreement and Master Services
  Agreement.
  These
statements are only predictions. Although we believe that the expectations
reflected in these forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements. We
are not required to and do not intend to update any of the forward-looking
statements after the date of this Form 10-Q or to conform these statements to
actual results. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this Form 10-Q might not occur. Actual
results, levels of activity, performance, achievements and events may vary
significantly from those implied by the forward-looking statements. A
description of risks that could cause our results to vary appears under "Risk
Factors" and elsewhere in this Form 10-Q. The following discussion should be
read together in conjunction with the accompanying unaudited condensed
consolidated financial statements and related notes thereto and the audited
consolidated financial statements and notes to those statements contained in the
Annual Report on Form 10-K for the year ended December 31, 2009.
 
 OVERVIEW
 
 As more
fully discussed in Note 3, “Sale of Tralliance and Share Issuance” in the
accompanying Notes to Unaudited Condensed Consolidated Financial Statements, on
September 29, 2008, theglobe.com, inc. consummated the sale of the business and
substantially all of the assets of its Tralliance Corporation subsidiary to
Tralliance Registry Management Company, LLC, an entity controlled by Michael S.
Egan, the Company’s Chairman and Chief Executive Officer.  As a result of
and on the effective date of the sale of its Tralliance business, which was
theglobe’s remaining operating business, theglobe became a “shell company,” as
that term is defined in Rule 12b-2 of the Exchange Act, with no material
operations or assets.
 
 As part
of the consideration for the sale of its Tralliance business, theglobe received
earn-out rights from Tralliance Registry Management (“Earn-out”), which
constitutes the only source of revenue for theglobe as a shell company. 
theglobe’s operating expenses as a shell company consist of customary public
company expenses, including accounting, financial reporting, legal, audit and
other related public company costs.
 
 In
connection with the sale of its Tralliance business and Share Issuance, the
Company entered into a Master Services Agreement with Dancing Bear Investments,
Inc., an entity which is controlled by Mr. Egan.  Under the terms of the
Services Agreement, for a fee of $20 thousand per month ($240 thousand per
annum), Dancing Bear will provide personnel and services to the Company so as to
enable it to continue its existence as a public company without the necessity of
any full-time employees of its own.  Services under the Services Agreement
include, without limitation, accounting, assistance with financial reporting,
accounts payable, treasury/financial planning, record retention and secretarial
and investor relations functions.
 
 In March
2007, management and the Board of Directors of the Company made the decision to
cease all activities related to its computer games and VoIP telephony services
businesses. In October 2005, the Company completed the sale of SendTec, Inc.,
its former marketing services subsidiary. Results of operations for the computer
games, VoIP telephony services and marketing services businesses have been
reported separately as “Discontinued Operations” in the accompanying condensed
consolidated statements of operations for all periods presented. There are no
discontinued operations assets included in the accompanying condensed
consolidated balance sheets. The liabilities of the computer games, VoIP
telephony services and marketing services businesses have been included in the
caption, “Liabilities of Discontinued Operations” in the accompanying condensed
consolidated balance sheets.
 
 BASIS
OF PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS; GOING
CONCERN
 
 We
received a report from our independent registered public accountants, relating
to our December 31, 2009 audited financial statements, containing an explanatory
paragraph regarding our ability to continue as a going concern. As a shell
company, management believes that theglobe will not be able to generate
operating cash flows sufficient to fund its operations and pay its existing
current liabilities (including those liabilities related to its discontinued
operations) in the foreseeable future. Based upon our current cash resources and
without the infusion of additional capital and/or the continued indulgence of
its creditors, management does not believe the Company can operate as a going
concern beyond a short period of time.  See “Future and Critical Need for
Capital” section of this Management’s Discussion and Analysis of Financial
Condition and Results of Operations for further details.




11





Our
condensed consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America on
a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. Accordingly, our
condensed consolidated financial statements do not include any adjustments
relating to the recoverability of assets and classification of liabilities that
might be necessary should we be unable to continue as a going
concern.
 
 RESULTS
OF OPERATIONS
 
 THREE
MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO
 THE
THREE MONTHS ENDED SEPTEMBER 30, 2009
 
 CONTINUING
OPERATIONS
 
 NET
REVENUE. Commensurate with the sale of our Tralliance business on September 29,
2008, we became a shell company. As a result, net revenue for both the three
months ended September 30, 2010 and 2009 was $0.
 
 SALES AND
MARKETING.  As the result of the adjustment of estimated accruals,
sales and marketing expenses for the three months ended September 30, 2009
totaled approximately $(23) thousand.
 
 GENERAL
AND ADMINISTRATIVE. General and administrative expenses include only customary
public company expenses, including accounting, legal, audit, insurance and other
related public company costs. General and administrative expenses totaled
approximately $32 thousand in the third quarter of 2010 as compared to
approximately $38 thousand for the same quarter of the prior year.
 
 RELATED
PARTY TRANSACTIONS.  Related party transaction expense totaled $60 thousand
for both the three months ended September 30, 2010 and 2009 and consisted of
management services fees payable to Dancing Bear for accounting, finance,
administrative and managerial support pursuant to the Management Services
Agreement.
 
 RELATED
PARTY INTEREST EXPENSE. Related party interest expense for both the three months
ended September 30, 2010 and 2009 was approximately $13 thousand and consisted
of interest due and payable to Dancing Bear under the Revolving Loan
Agreement.
 
 RELATED
PARTY OTHER INCOME.  Related party other income consists of the minimum
Earn-out payable quarterly by Tralliance Registry Management to the Company as
further discussed in Note 3, “Sale of Tralliance and Share Issuance” in the
accompanying Notes to Unaudited Condensed Consolidated Financial
Statements.  Related party other income for the three months ended
September 30, 2010 was approximately $81 thousand compared to $75 thousand for
the three months ended September 30, 2009.
 
 INCOME
TAXES. No tax benefit was recorded for the losses incurred during the third
quarter of 2010 or the third quarter of 2009 as we recorded a 100% valuation
allowance against our otherwise recognizable deferred tax assets due to the
uncertainty surrounding the timing or ultimate realization of the benefits of
our net operating loss carryforwards in future periods.  An income tax
benefit of approximately $13 thousand was recorded in the third quarter of 2010
based upon a federal income tax refund received during this
quarter.
 
 DISCONTINUED
OPERATIONS
 
 There was
no income or loss reported for discontinued operations during either the three
months ended September 30, 2010 or 2009.
 
 NINE
MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO
 THE
NINE MONTHS ENDED SEPTEMBER 30, 2009
 
 CONTINUING
OPERATIONS
 
 NET
REVENUE. Net revenue totaled $0 for both the nine months ended September 30,
2010 and 2009.
 
 SALES AND
MARKETING.  As the result of the adjustment of estimated accruals,
sales and marketing expenses for the nine months ended September 30, 2009
totaled approximately $(23) thousand.
  12
 GENERAL
AND ADMINISTRATIVE EXPENSES.  General and administrative expenses include
only customary public company expenses, including accounting, legal, audit,
insurance and other related public company costs.  General and
administrative expenses totaled approximately $94 thousand for the first nine
months of 2010 as compared to approximately $85 thousand for the same period of
2009.
 
 RELATED
PARTY TRANSACTIONS. Related party transaction expense totaled $180 thousand for
both the nine months ended September 30, 2010 and 2009 and consisted of
management services fees payable to Dancing Bear for accounting, finance,
administrative and managerial support pursuant to the Master Services
Agreement.
  RELATED
PARTY INTEREST EXPENSE. Related party interest expense for both the nine
months ended September 30, 2010 and 2009 was approximately $37 thousand and
consisted of interest due and payable to Dancing Bear under the Revolving Loan
Agreement.
 
 RELATED
PARTY OTHER INCOME.  Related party other income consists of the minimum
Earn-Out payable quarterly by Tralliance Registry Management to the Company as
further discussed in Note 3, “Sale of Tralliance and Share Issuance” in the
accompanying Notes to Unaudited Condensed Consolidated Financial
Statements.  Related party other income for the nine months ended September
30, 2010 was approximately $244 thousand compared to $225 thousand for the nine
months ended September 30, 2009.
 
 INCOME
TAXES. No tax benefit was recorded for the losses incurred during the first nine
months of 2010 or 2009 as we recorded a 100% valuation allowance against our
otherwise recognizable deferred tax assets due to the uncertainty surrounding
the timing or ultimate realization of the benefits of our net operating loss
carryforwards in future periods.  An income tax benefit of
approximately $13 thousand was recorded during the nine months ended September
30, 2010 based upon a federal income tax refund received during this
period.
 
 DISCONTINUED
OPERATIONS
 
 The loss
from discontinued operations, net of income taxes totaled approximately $1,752
for the nine months ended September 30, 2010 as compared to a loss of $26,544
for the nine months ended September 30, 2009 and is summarized as follows. 
The 2009 loss was due principally to interest expense accrued in connection with
a prior year audit of the Company’s former Marketing Services
subsidiary.
 
 Computer
                          Games
                        
                        
                        VoIP
                          Telephony
                          Services
                        
                        
                        Marketing
                          Services
                        
                        
                        TotalNine
      months ended September 30, 2010:Operating
      expenses
                        
                        
                        (1,268
                        )
                        
                        
                        (484
                        )
                        
                        
                        —
                        
                        
                        
                        (1,752
                        )$
                        (1,268
                        )
                        
                        $
                        (484
                        )
                        
                        $
                        —
                        
                        
                        $
                        (1,752
                        )
  Computer
                          Games
                        
                        
                        VoIP
                          Telephony
                          Services
                        
                        
                        Marketing
                          Services
                        
                        
                        TotalNine
      months ended September 30, 2009:Operating
      expenses
                        
                        
                        (3,095
                        )
                        
                        
                        (449
                        )
                        
                        
                        —
                        
                        
                        
                        (3,544
                        )Interest
      Expense
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        (23,000
                        )
                        
                        
                        (23,000
                        )$
                        (3,095
                        )
                        
                        $
                        (449
                        )
                        
                        $
                        (23,000
                        )
                        
                        $
                        $
      (26,544
                        )
 
 LIQUIDITY
AND CAPITAL RESOURCES
 CASH
FLOW ITEMS
 
 As of
September 30, 2010, we had $18,588 in cash and cash equivalents as compared to
$1,259 as of December 31, 2009. Net cash flows provided from operating
activities of continuing operations totaled approximately $64 thousand for the
nine months ended September 30, 2010 compared to net cash flows used in
operating activities of continuing operations of approximately $34 thousand for
the nine months ended September 30, 2009, an increase of $98
thousand.  Such increase was due primarily to the timing of payment of
related party receivables and payables and other accrued expenses.
 
 A total
of approximately $47 thousand in net cash flows were used in the operating
activities of discontinued operations during the first nine months of 2010 as
compared to a use of approximately $54 thousand of cash in operating activities
of discontinued operations during the same period of the prior
year.  The cash flow usage in both 2010 and 2009 related primarily to
the payment of old and outstanding legal bills.
  13
  FUTURE
AND CRITICAL NEED FOR CAPITAL
 
 The
accompanying condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business.
Accordingly, the condensed consolidated financial statements do not include any
adjustments relating to the recoverability of assets and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern. However, for the reasons described below, Company management
does not believe that cash on hand and cash flow generated internally by the
Company will be adequate to fund its limited overhead and other cash
requirements beyond a short period of time. These reasons raise significant
doubt about the Company’s ability to continue as a going
concern.
 
 During
its recent past, the Company was able to continue operating as a going concern
due principally to funding of $500 thousand received during 2008 under a
Revolving Loan Agreement with an entity controlled by Michael S. Egan, its
Chairman and Chief Executive Officer and a total of approximately $625 thousand
received during 2009 and through September 30, 2010 under an Earn-out Agreement
with an entity also controlled by Mr. Egan.
 
 At
September 30, 2010, the Company had a net working capital deficit of
approximately $3.145 million.  Such working capital deficit included (i) a
total of approximately $611 thousand in principal and accrued interest owed
under the aforementioned Revolving Loan Agreement; (ii) a total of approximately
$244 thousand in management service fees owed under a Master Services Agreement
to an entity controlled by Mr. Egan; and (iii) an aggregate of approximately
$2.315 million in unsecured accounts payable and accrued expenses owed to
vendors and other non-related third parties (of which approximately $1.685
million relates to liabilities of our VoIP telephony service discontinued
business, with a significant portion of such liabilities related to charges
which have been disputed by theglobe). theglobe believes that its ability to
continue as a going concern for any significant length of time in the future
will be heavily dependent, among other things, on the continued forbearance of
Mr. Egan and related entities in making demand for payment for amounts
outstanding under the Revolving Loan Agreement and Master Services Agreement,
and its ability to prevail and avoid making any payments with respect to such
disputed vendor charges and/or to negotiate favorable settlements (including
discounted payment and/or payment term concessions) with the aforementioned
creditors.
  As more
fully discussed in Note 3, “Sale of Tralliance and Share Issuance,” on September
29, 2008, the Company (i) sold the business and substantially all of the assets
of its Tralliance Corporation subsidiary to Tralliance Registry Management, and
(ii) issued 229 million shares of its Common Stock (the “Shares”) to Registry
Management (the “Purchase Transaction”). Tralliance Registry Management and
Registry Management are entities controlled by Michael S. Egan. The closing of
the Purchase Transaction resulted in the cancellation of all of the Company’s
remaining Convertible Debt, related accrued interest and rent and accounts
payable owed to entities controlled by Mr. Egan as of the date of closing
(totaling approximately $6.4 million). However, the Company continues to be
obligated to repay its principal borrowings totaling $500 thousand, plus accrued
interest at the rate of 10% per annum (approximately $111 thousand as of
September 30, 2010), due to an entity controlled by Mr. Egan under the
aforementioned Revolving Loan Agreement. All unpaid borrowings under the
Revolving Loan Agreement, as amended on May 7, 2009, including accrued interest,
are due and payable by the Company in one lump sum on the earlier of (i) five
business days following any demand for payment, which demand can be made at any
time, or (ii) the occurrence of an event of default as defined in the Revolving
Loan Agreement. The Company currently has no ability to repay this loan should a
demand for payment be made by the noteholder.  All borrowings under the
Revolving Loan Agreement are secured by a pledge of all of the assets of the
Company and its subsidiaries. After giving effect to the closing of the Purchase
Transaction and the issuance of the Shares thereunder, Mr. Egan now beneficially
owns approximately 76% of the Company’s issued and outstanding Common Stock at
September 30, 2010.
 
 As
additional consideration under the Purchase Transaction, Tralliance Registry
Management is obligated to pay an earn-out to theglobe equal to 10% (subject to
certain minimums) of Tralliance Registry Management’s net revenue (as defined)
derived from “.travel” names registered by Tralliance Registry Management from
September 29, 2008 through May 5, 2015 (the “Earn-out”). The minimum Earn-out
payable by Tralliance Registry Management to theglobe was $300 thousand in the
first year, and has or will be increased by $25 thousand in each subsequent year
(pro-rated for the final year of the Earn-out).
 
 In
connection with the closing of the Purchase Transaction, the Company also
entered into a Master Services Agreement with an entity controlled by Mr. Egan
whereby for a fee of $20 thousand per month ($240 thousand per annum) such
entity will provide personnel and services to the Company so as to enable it to
continue its existence as a public company without the necessity of any
full-time employees of its own.  That agreement was subsequently
extended and will remain in effect for one year ending each September 28 unless
either party gives appropriate notice not to renew.  Additionally,
commensurate with the closing of the Purchase Transaction, Termination
Agreements with each of its current executive officers, which terminated their
previous and then existing employment agreements, were executed. Notwithstanding
the termination of these employment agreements, each of our current executive
officers and directors remain as executive officers and directors of the
Company.
 
 Immediately
following the closing of the Purchase Transaction, theglobe became a shell
company with no material operations or assets, and no source of revenue other
than under the Earn-out.  It is expected that theglobe’s future operating
expenses as a public shell company will consist primarily of expenses incurred
under the aforementioned Master Services Agreement and other customary public
company expenses, including legal, audit and other miscellaneous public company
costs.
  14
 
 As a
shell company, management believes that theglobe will most likely continue to
incur net losses for the foreseeable future. However, assuming that no
significant unplanned costs are incurred, management believes that theglobe’s
future losses will be limited. Further, in the event that Registry Management is
successful in substantially increasing net revenue derived from “.travel” name
registrations (and as the result maximizing theglobe’s Earn-out revenue) in the
future, theglobe’s prospects for achieving profitability will be enhanced. 
To date, the Company has received only the minimum payments pursuant to the
Earn-out.  Due to various factors related to the collectability of Earn-out
payments from Tralliance Registry Management, including the current weak
financial condition of Tralliance Registry Management and the fact that such
Earn-out payments are payable to theglobe over an extended period of time (until
May 2015), no portion of the Earn-out was included in the purchase price for the
Purchase Transaction as of the closing of the transaction.  Instead, the
Company intends to recognize income related to the Earn-out on a prospective
basis as and to the extent that future Earn-out payments are
collected.  There can be no assurance that theglobe will be able to
collect future minimum payments due over the remaining life of the
Earn-out.
  It is the
Company’s preference to avoid filing for protection under the U.S. Bankruptcy
Code. However, based upon the Company’s current financial condition as discussed
above, management believes that additional debt or equity capital will need to
be raised in order for theglobe to continue to operate as a going concern on a
long-term basis. Such capital will be needed both to (i) fund its expected
limited future net losses and (ii) repay the $611 thousand of secured debt and
related accrued interest due under the Revolving Loan Agreement and the $244
thousand of management service fees due under the Master Services Agreement, and
a portion of the $2.315 million unsecured indebtedness (assuming theglobe is
successful in favorably resolving and settling certain disputed and non-disputed
vendor charges related to such unsecured indebtedness).  Any such capital
would likely come from Mr. Egan, or affiliates of Mr. Egan, as the Company
currently has no access to credit facilities and had traditionally relied upon
borrowings from related parties to meet short-term liquidity needs.  Any
such capital raised would likely result in very substantial dilution in the
number of outstanding shares of the Company’s Common Stock.
 
 On a
short-term liquidity basis, the Company must be successful in collecting the
quarterly Earn-out payments contractually due from Tralliance Registry
Management on a timely basis, and must receive the continued indulgence of
substantially all of its creditors, in order to continue to operate as a going
concern in the near term.  Given theglobe’s current financial condition and
the state of the current United States capital markets and economy, it has no
current intent to seek to acquire, or start, any other businesses.
 
 EFFECTS
OF INFLATION
 
 Management
believes that inflation has not had a significant effect on our results of
operations during 2010 and 2009.
 
 MANAGEMENT'S
DISCUSSION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
 The
preparation of our financial statements in conformity with accounting principles
generally accepted in the United States of America requires us to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. At September 30, 2010 and December 31, 2009, a significant portion of
our net liabilities of discontinued operations relate to charges that have been
disputed by the Company and for which estimates have been required. Our
estimates, judgments and assumptions are continually evaluated based on
available information and experience. Because of the use of estimates inherent
in the financial reporting process, actual results could differ from those
estimates.
 
 Certain
of our accounting policies require higher degrees of judgment than others in
their application. Primarily, these include valuation of accounts receivables,
accounts payable and accrued expenses.
 
 IMPACT
OF RECENTLY ISSUED ACCOUNTING STANDARDS
  Management
has determined that all recently issued accounting pronouncements will not have
a material impact on the Company’s financial statements or do not apply to the
Company’s operations.
 
 ITEM
4T. CONTROLS AND PROCEDURES
 
 We
maintain disclosure controls and procedures that are designed to ensure (1) that
information required to be disclosed by us in the reports we file or submit
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's ("SEC") rules and forms, and (2)
that this information is accumulated and communicated to management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, management recognizes that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost benefit relationship of possible controls and procedures.
  15
 
 Our Chief
Executive Officer and Chief Financial Officer have evaluated the effectiveness
of our disclosure controls and procedures as of September 30, 2010. Based on
that evaluation, our Chief Executive Officer and our Chief Financial Officer
have concluded that our disclosure controls and procedures are effective in
alerting them in a timely manner to material information regarding us (including
our consolidated subsidiaries) that is required to be included in our periodic
reports to the SEC.
 
 Our
management, with the participation of our Chief Executive Officer and our Chief
Financial Officer, have evaluated any change in our internal control over
financial reporting that occurred during the quarter ended September 30, 2010
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting, and have determined there to be no
reportable changes.
 
 PART
II - OTHER INFORMATION
 
 ITEM
1. LEGAL PROCEEDINGS
 
 See Note
6, "Litigation," of the Financial Statements included in this
Report.
 
 ITEM
1A. RISK FACTORS
 
 In
addition to the other information in this report, the following factors should
be carefully considered in evaluating our business and prospects.
 
 RISKS
RELATING TO OUR BUSINESS GENERALLY
 
 WE
MAY NOT BE ABLE TO CONTINUE AS A GOING CONCERN.
 
 The
accompanying condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business.
Accordingly, the condensed consolidated financial statements do not include any
adjustments relating to the recoverability of assets and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern. However, for the reasons described below, Company management
does not believe that cash on hand and cash flow generated internally by the
Company will be adequate to fund its limited overhead and other cash
requirements beyond a short period of time. These reasons raise significant
doubt about the Company’s ability to continue as a going
concern.
 
 During
its recent past, the Company was able to continue operating as a going concern
due principally to funding of $500 thousand received during 2008 under a
Revolving Loan Agreement with an entity controlled by Michael S. Egan, its
Chairman and Chief Executive Officer and a total of approximately $625 thousand
received during 2009 and through September 30, 2010 under an Earn-out Agreement
with an entity also controlled by Mr. Egan.
 
 At
September 30, 2010, the Company had a net working capital deficit of
approximately $3.145 million.  Such working capital deficit included (i) a
total of approximately $611 thousand in principal and accrued interest owed
under the aforementioned Revolving Loan Agreement; (ii) a total of approximately
$244 thousand in management service fees owed under a Master Services Agreement
to an entity controlled by Mr. Egan; and (iii) an aggregate of approximately
$2.315 million in unsecured accounts payable and accrued expenses owed to
vendors and other non-related third parties (of which approximately $1.685
million relates to liabilities of our VoIP telephony service discontinued
business, with a significant portion of such liabilities related to charges
which have been disputed by theglobe). theglobe believes that its ability to
continue as a going concern for any significant length of time in the future
will be heavily dependent, among other things, on the continued forbearance of
Mr. Egan and related entities in making demand for payment for amounts
outstanding under the Revolving Loan Agreement and Master Services Agreement,
and its ability to prevail and avoid making any payments with respect to such
disputed vendor charges and/or to negotiate favorable settlements (including
discounted payment and/or payment term concessions) with the aforementioned
creditors.
  As more
fully discussed in Note 3, “Sale of Tralliance and Share Issuance,” on September
29, 2008, the Company (i) sold the business and substantially all of the assets
of its Tralliance Corporation subsidiary to Tralliance Registry Management, and
(ii) issued 229 million shares of its Common Stock (the “Shares”) to Registry
Management (the “Purchase Transaction”). Tralliance Registry Management and
Registry Management are entities controlled by Michael S. Egan. The closing of
the Purchase Transaction resulted in the cancellation of all of the Company’s
remaining Convertible Debt, related accrued interest and rent and accounts
payable owed to entities controlled by Mr. Egan as of the date of closing
(totaling approximately $6.4 million). However, the Company continues to be
obligated to repay its principal borrowings totaling $500 thousand, plus accrued
interest at the rate of 10% per annum (approximately $111 thousand as of
September 30, 2010), due to an entity controlled by Mr. Egan under the
aforementioned Revolving Loan Agreement. All unpaid borrowings under the
Revolving Loan Agreement, as amended on May 7, 2009, including accrued interest,
are due and payable by the Company in one lump sum on the earlier of (i) five
business days following any demand for payment, which demand can be made at any
time, or (ii) the occurrence of an event of default as defined in the Revolving
Loan Agreement. The Company currently has no ability to repay this loan should a
demand for payment be made by the noteholder.  All borrowings under the
Revolving Loan Agreement are secured by a pledge of all of the assets of the
Company and its subsidiaries. After giving effect to the closing of the Purchase
Transaction and the issuance of the Shares thereunder, Mr. Egan now beneficially
owns approximately 76% of the Company’s issued and outstanding Common Stock at
September 30, 2010.
  16
  As
additional consideration under the Purchase Transaction, Tralliance Registry
Management is obligated to pay an earn-out to theglobe equal to 10% (subject to
certain minimums) of Tralliance Registry Management’s net revenue (as defined)
derived from “.travel” names registered by Tralliance Registry Management from
September 29, 2008 through May 5, 2015 (the “Earn-out”). The minimum Earn-out
payable by Tralliance Registry Management to theglobe was $300 thousand in the
first year, and has or will be increased by $25 thousand in each subsequent year
(pro-rated for the final year of the Earn-out).
 
 In
connection with the closing of the Purchase Transaction, the Company also
entered into a Master Services Agreement with an entity controlled by Mr. Egan
whereby for a fee of $20 thousand per month ($240 thousand per annum) such
entity will provide personnel and services to the Company so as to enable it to
continue its existence as a public company without the necessity of any
full-time employees of its own.  That agreement was subsequently
extended and will remain in effect for one year ending each September 28 unless
either party gives appropriate notice not to renew.  Additionally,
commensurate with the closing of the Purchase Transaction, Termination
Agreements with each of its current executive officers, which terminated their
previous and then existing employment agreements, were executed. Notwithstanding
the termination of these employment agreements, each of our current executive
officers and directors remain as executive officers and directors of the
Company.
 
 Immediately
following the closing of the Purchase Transaction, theglobe became a shell
company with no material operations or assets, and no source of revenue other
than under the Earn-out.  It is expected that theglobe’s future operating
expenses as a public shell company will consist primarily of expenses incurred
under the aforementioned Master Services Agreement and other customary public
company expenses, including legal, audit and other miscellaneous public company
costs.
 
 As a
shell company, management believes that theglobe will most likely continue to
incur net losses for the foreseeable future. However, assuming that no
significant unplanned costs are incurred, management believes that theglobe’s
future losses will be limited. Further, in the event that Registry Management is
successful in substantially increasing net revenue derived from “.travel” name
registrations (and as the result maximizing theglobe’s Earn-out revenue) in the
future, theglobe’s prospects for achieving profitability will be enhanced. 
To date, the Company has received only the minimum payments pursuant to the
Earn-out.  Due to various factors related to the collectability of Earn-out
payments from Tralliance Registry Management, including the current weak
financial condition of Tralliance Registry Management and the fact that such
Earn-out payments are payable to theglobe over an extended period of time (until
May 2015), no portion of the Earn-out was included in the purchase price for the
Purchase Transaction as of the closing of the transaction.  Instead, the
Company intends to recognize income related to the Earn-out on a prospective
basis as and to the extent that future Earn-out payments are
collected.  There can be no assurance that theglobe will be able to
collect future minimum payments due over the remaining life of the
Earn-Out.
  It is the
Company’s preference to avoid filing for protection under the U.S. Bankruptcy
Code. However, based upon the Company’s current financial condition as discussed
above, management believes that additional debt or equity capital will need to
be raised in order for theglobe to continue to operate as a going concern on a
long-term basis. Such capital will be needed both to (i) fund its expected
limited future net losses and (ii) repay the $611 thousand of secured debt and
related accrued interest due under the Revolving Loan Agreement and the $244
thousand of management service fees due under the Master Services Agreement, and
a portion of the $2.315 million unsecured indebtedness (assuming theglobe is
successful in favorably resolving and settling certain disputed and non-disputed
vendor charges related to such unsecured indebtedness).  Any such capital
would likely come from Mr. Egan, or affiliates of Mr. Egan, as the Company
currently has no access to credit facilities and had traditionally relied upon
borrowings from related parties to meet short-term liquidity needs.  Any
such capital raised would likely result in very substantial dilution in the
number of outstanding shares of the Company’s Common Stock.
 
 On a
short-term liquidity basis, the Company must be successful in collecting the
quarterly Earn-out payments contractually due from Tralliance Registry
Management on a timely basis, and must receive the continued indulgence of
substantially all of its creditors, in order to continue to operate as a going
concern in the near term.  Given theglobe’s current financial condition and
the state of the current United States capital markets and economy, it has no
current intent to seek to acquire, or start, any other businesses.
  WE
MAY NOT BE SUCCESSFUL IN SETTLING DISPUTED VENDOR CHARGES.
 
 Our
balance sheet at September 30, 2010 includes certain material estimated
liabilities related to disputed vendor charges incurred primarily as the result
of the failure and subsequent shutdown of our discontinued VoIP telephony
services business. Although we are seeking to resolve and settle these disputed
charges for amounts substantially less than recorded amounts, there can be no
assurances that we will be successful in this regard. Additionally, the legal
and administrative costs of resolving these disputed charges may be expensive.
An adverse outcome in any of these matters could materially and adversely affect
our financial position, utilize a significant portion of our cash resources
and/or require additional capital to be infused into the Company, and adversely
affect our ability to continue to operate as a going concern. See Note 4,
“Discontinued Operations” in the Notes to Consolidated Financial Statements for
future details.
  17
  OUR
NET OPERATING LOSS CARRYFORWARDS MAY BE SUBSTANTIALLY LIMITED.
 
 As of
December 31, 2009, we had net operating loss carryforwards which may be
potentially available for U.S. tax purposes of approximately $166 million. These
carryforwards expire through 2029. The Tax Reform Act of 1986 imposes
substantial restrictions on the utilization of net operating losses and tax
credits in the event of an "ownership change" of a corporation. Due to various
significant changes in our ownership interests, as defined in the Internal
Revenue Code of 1986, as amended, that occurred prior to December 31, 2008, we
have substantially limited the availability of our net operating loss
carryforwards.
 
 OUR
OFFICERS, INCLUDING OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER AND PRESIDENT HAVE
OTHER INTERESTS; WE HAVE CONFLICTS OF INTEREST WITH OUR DIRECTORS; ALL OF OUR
DIRECTORS ARE EMPLOYEES OR STOCKHOLDERS OF THE COMPANY OR AFFILIATES OF OUR
LARGEST STOCKHOLDER.
 
 Our
Chairman and Chief Executive Officer, Mr. Michael Egan, is an officer or
director of other companies. Mr. Egan became our Chief Executive Officer
effective June 1, 2002. Mr. Egan is also the controlling investor of The
Registry Management Company, LLC, Dancing Bear Investments, Inc., E&C
Capital Partners LLLP, and E&C Capital Partners II, LLC, which are our
largest stockholders. Mr. Egan is also the controlling investor of Certified
Vacations Group, Inc. and Labigroup Holdings, LLC, entities which have had
various ongoing business relationships with the Company. Additionally, Mr. Egan
is the controlling investor of Tralliance Registry Management Company, LLC, an
entity which has recently acquired our Tralliance business (see Note 3, “Sale of
Tralliance and Share Issuance” in the Notes to Unaudited Condensed Consolidated
Financial Statements for further details).
 
 Our
President, Treasurer and Chief Financial Officer and Director, Mr. Edward A.
Cespedes, is also an officer, director or shareholder of other companies,
including E&C Capital Partners LLLP, E&C Capital Partners II, LLC,
Labigroup Holdings LLC and The Registry Management Company, LLC.
 
 Our Vice
President of Finance and Director, Ms. Robin Lebowitz is also an officer of
Dancing Bear Investments, Inc and director of Certified Vacations Group, Inc.
She is also an officer, director or shareholder of other companies or entities
controlled by Mr. Egan and Mr. Cespedes, including The Registry Management
Company, LLC.
 
 Due to
the relationships with his related entities, Mr. Egan will have an inherent
conflict of interest in making any decision related to transactions between the
related entities and us. Furthermore, the Company's Board of Directors presently
is comprised entirely of individuals who are executive officers of theglobe, and
therefore are not "independent." We intend to review related party transactions
in the future on a case-by-case basis.
 
 WE
CURRENTLY HAVE NO BUSINESS OPERATIONS AND ARE A SHELL COMPANY.
 
 Immediately
following the closing of the Purchase Transaction, theglobe became a shell
company with no material operations or assets, and no source of revenue other
than under the “net revenue” earn-out arrangement with Tralliance Registry
Management. It is expected that theglobe’s future operating expenses as a public
shell company will consist primarily of expenses incurred under the
aforementioned Master Services Agreement and other customary public company
expenses, including legal, audit and other miscellaneous public company costs.
Given theglobe’s current financial condition and the state of the current United
States capital markets and economy, the Company has no current intent to seek to
acquire, or start, any other business.
 
 WE
MAY SUFFER ADVERSE CONSEQUENCES IF WE ARE DEEMED AN INVESTMENT COMPANY (DEFINED
BELOW) AND WE MAY INCUR SIGNIFICANT COSTS TO AVOID INVESTMENT COMPANY
STATUS.
 
 We
believe that we are not an investment company as defined by the Investment
Company Act of 1940.  If the Commission or a court were to disagree with
us, we could be required to register as an investment company.  This would
negatively affect our ability to consummate a potential acquisition of an
operating company, subjecting us to disclosure and accounting guidance geared
toward investment, rather than operating companies; limiting our liability to
borrow money, issue options, issue multiple classes of stock and debt, and
engage in transactions with affiliates; and requiring us to undertake
significant costs and expenses to meet disclosure and regulatory requirements to
which we would be subject as a registered investment company.
 
 RISKS
RELATING TO OUR COMMON STOCK
 
 WE
ARE CONTROLLED BY OUR CHAIRMAN.
 
 On
September 29, 2008, in connection with the closing of the Purchase Transaction
more fully described in Note 3, “Sale of Tralliance and Share Issuance,” in the
accompanying Notes to Unaudited Condensed Consolidated Financial Statements, the
Company issued 229 million shares of its Common Stock to Registry Management, an
entity controlled by Michael S. Egan, its Chairman and Chief Executive Officer.
Previously on June 10, 2008, Dancing Bear Investments, Inc., also an entity
controlled by Mr. Egan, converted an aggregate of $400 thousand of outstanding
convertible secured promissory notes due to them by the Company into 40 million
shares of our Common Stock. As a result of the issuance of the 269 million
shares under the transactions described above, Mr. Egan’s beneficial ownership
has been increased to approximately 76% of the Company’s Common Stock.
Accordingly, Mr. Egan is now in a position to control the vote on all corporate
actions in the future.
  18
  DELISTING
OF OUR COMMON STOCK MAKES IT MORE DIFFICULT FOR INVESTORS TO SELL
SHARES.
 
 The
shares of our Common Stock were delisted from the NASDAQ national market in
April 2001 and are now traded in the over-the-counter market on what is commonly
referred to as the electronic bulletin board or "OTCBB." As a result, an
investor may find it more difficult to dispose of or obtain accurate quotations
as to the market value of the securities. The delisting has made trading our
shares more difficult for investors. It has also made it more difficult for us
to raise additional capital. We may also incur additional costs under state
blue-sky laws if we sell equity due to our delisting.
 
 OUR
COMMON STOCK IS SUBJECT TO CERTAIN "PENNY STOCK" RULES WHICH MAY MAKE IT A LESS
ATTRACTIVE INVESTMENT.
 
 Since the
trading price of our Common Stock is less than $5.00 per share and our net
tangible assets are less than $2.0 million, trading in our Common Stock is
subject to the requirements of Rule 15g-9 of the Exchange Act. Under Rule 15g-9,
brokers who recommend penny stocks to persons who are not established customers
and accredited investors, as defined in the Exchange Act, must satisfy special
sales practice requirements, including requirements that they make an
individualized written suitability determination for the purchaser; and receive
the purchaser's written consent prior to the transaction. The Securities
Enforcement Remedies and Penny Stock Reform Act of 1990 also requires additional
disclosures in connection with any trades involving a penny stock, including the
delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated with that market.
Such requirements may severely limit the market liquidity of our Common Stock
and the ability of purchasers of our equity securities to sell their securities
in the secondary market. For all of these reasons, an investment in our equity
securities may not be attractive to our potential investors.
 
 AS
A RESULT OF THE CLOSING OF THE PURCHASE AGREEMENT, WE ARE A SHELL COMPANY AND
ARE SUBJECT TO MORE STRINGENT REPORTING REQUIREMENTS AND RULE 144 IS NOT
GENERALLY AVAILABLE AS A BASIS OF RESALE.
 
 As a
result of the consummation of the Purchase Transaction, we have no or nominal
operations and assets, and pursuant to Rule 405 and Exchange Act Rule 12b-2, we
are a shell company. Applicable securities rules prohibit shell companies from
using a Form S-8 to register securities pursuant to employee compensation plans.
However, the rules do not prevent us from registering securities pursuant to
certain other registration statements. Additionally, Form 8-K requires shell
companies to provide more detailed disclosure upon completion of a transaction
that causes it to cease being a shell company. To the extent we acquire a
business in the future, we must file a current report on Form 8-K containing the
information required in a registration statement on Form 10, within four
business days following completion of the transaction together with financial
information of the private operating company. In order to assist the SEC in the
identification of shell companies, we are also required to check a box on Form
10-Q and Form 10-K indicating that we are a shell company. To the extent that we
are required to comply with additional disclosure because we are a shell
company, we may be delayed in executing any mergers or acquiring other assets
that would cause us to cease being a shell company. In addition, the SEC adopted
amendments to Rule 144 effective February 15, 2008, which generally do not allow
a holder of restricted securities of a “shell company” to resell their
securities pursuant to Rule 144. Preclusion from the use of the exemption from
registration afforded by Rule 144 may make it more difficult for us to sell
equity securities in the future.
  ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 (a)
Unregistered Sales of Equity Securities.
 
 None.
 
 (b) Use
of Proceeds From Sales of Registered Securities.
 
 Not
applicable.
  ITEM
3. DEFAULTS UPON SENIOR SECURITIES
 
 None.
 
 ITEM
4. (REMOVED AND RESERVED)
 
 ITEM
5. OTHER INFORMATION
  None.
  19
  ITEM
6. EXHIBITS
 
 10.1
              Extension
      and Amendment of Master Services Agreement between Dancing Bear
      Investments, Inc. and theglobe.com, inc. dated August 9, 2010.
      (1)
 
 31.1
              Certification
      of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule
      15d-14(a).
 
 31.2
              Certification
      of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule
      15d-14(a).
 
 32.1
              Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of The Sarbanes-Oxley Act of
      2002.
 
 32.2
              Certification
      of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of The Sarbanes-Oxley Act of
      2002.
 
 (1)
              Incorporated
      by reference from our Form 10-Q for the quarter ended June 30, 2010 filed
      on August 10, 2010.
  20
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 theglobe.com,
      inc.Dated : November 1,
      2010
                  By:
                  /s/ 
      Michael S.
      EganMichael
      S. EganChief
      Executive Officer(Principal
      Executive Officer)By:
                  /s/ 
      Edward A.
      CespedesEdward
      A. CespedesPresident
      and Chief Financial Officer(Principal
      Financial Officer)
  21
 
 EXHIBIT
INDEX
  10.1
              Extension
      and Amendment of Master Services Agreement between Dancing Bear
      Investments, Inc. and theglobe.com, inc. dated August 9, 2010.
      (1)
 
 31.1
              Certification
      of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule
      15d-14(a).
 
 31.2
              Certification
      of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule
      15d-14(a).
 
 32.1
              Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of The Sarbanes-Oxley Act of
      2002.32.2
              Certification
      of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of The Sarbanes-Oxley Act of
      2002.
 
 (1)
              Incorporated
      by reference from our Form 10-Q for the quarter ended June 30, 2010 filed
      on August 10, 2010.
  22