AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999

                     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, 1999

                                     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. EMPLOYER
      INCORPORATION OR ORGANIZATION)              IDENTIFICATION NO.)

                            120 BROADWAY
                       NEW YORK, NEW YORK                 10271
            ----------------------------------------    ----------
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)    (ZIP CODE)

                               (212) 894-3600

             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.

Yes X   No

The number of shares  outstanding of the Registrant's  Common Stock,  $.001
par value (the "Common Stock"), as of November 10, 1999 was 26,619,031.


<PAGE>


                             theglobe.com, inc.
                                 FORM 10-Q

                                   INDEX


                                                                PAGE NUMBER
                                                                -----------

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets at
           September 30, 1999 (unaudited) and December 31, 1998      1

         Unaudited Condensed Consolidated Statements of
           Operations for the three and nine months ended
           September 30, 1999 and 1998                               2

         Unaudited Condensed Consolidated Statements of
           Cash Flows for the nine months ended September 30,
           1999 and 1998                                             3

         Notes to Unaudited Condensed Consolidated Financial
           Statements                                                4

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                      14

Item 3.  Qualitative and Quantitative Disclosures about Market
           Risk                                                     37

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                        II-1

Item 2.  Changes in Securities and Use of Proceeds                II-1

Item 3.  Defaults Upon Senior Securities                          II-1

Item 4.  Submission of Matters to a Vote of Security Holders      II-1

Item 5.  Other Information                                        II-1

Item 6.  Exhibits and Reports on Form 8-K                         II-1

      A.  Exhibits
      B.  Reports on Form 8-K

Signatures                                                        II-2


<PAGE>


                                   PART I

                           FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                             theglobe.com, inc.
                   CONDENSED CONSOLIDATED BALANCE SHEETS


                                            September 30,      December 31,
                                                1999               1998
                                          ---------------    --------------
                                            (unaudited)
              ASSETS
Current assets:
  Cash and cash equivalents............   $    66,121,883    $   29,250,572
  Short-term investments...............         3,820,149           898,546
  Accounts receivable, net.............         3,080,753         2,004,875
  Prepaids and other current assets....           622,715           678,831
                                          ---------------    --------------
      Total current assets.............        73,645,500        32,832,824

Property and equipment, net............         9,893,686         3,562,559
Goodwill and other intangible
  assets, net..........................        57,010,874                --
Restricted investments.................         3,614,904         1,734,495
                                          ---------------    --------------

      Total assets.....................   $   144,164,964    $   38,129,878
                                          ===============    ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable.....................   $     2,512,281    $    2,614,445
  Accrued expenses.....................         2,435,763           817,463
  Accrued compensation.................         1,122,799           691,279
  Deferred revenue.....................           542,521           673,616
  Current installments of obligations
    under capital leases...............         1,835,753         1,026,728
  Current portion of long-term debt....           154,057                --
                                          ---------------    --------------

      Total current liabilities........         8,603,174         5,823,531

Long-term debt.........................         2,539,686                --
Obligations under capital leases,
  excluding current installments.......         2,601,424         2,005,724
Deferred rent..........................           409,773                --

Stockholders' equity:
  Common stock.........................            26,535            20,625
  Additional paid-in capital...........       184,239,626        50,904,181
  Deferred compensation................          (304,528)         (128,251)
  Accumulated other comprehensive
    loss...............................           (82,098)          (50,006)
  Accumulated deficit..................       (53,868,628)      (20,445,926)
                                          ---------------    --------------

      Total stockholders' equity.......       130,010,907        30,300,623

Commitments and contingencies..........   ---------------    --------------

      Total liabilities and
        stockholders' equity...........   $   144,164,964    $   38,129,878
                                          ===============    ==============


               See accompanying notes to unaudited condensed
                    consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
                             theglobe.com, inc.
         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                       Three Months Ended               Nine Months Ended
                                          September 30,                   September 30,
                                  ----------------------------    ----------------------------
                                     1999            1998             1999           1998
                                  ------------    ------------    ------------    ------------
                                           (unaudited)                     (unaudited)
<S>                               <C>             <C>             <C>             <C>
Revenues......................    $  4,898,458    $  1,560,963    $ 12,220,280    $  2,734,361
Cost of revenues..............       2,258,983         573,813       5,209,291       1,037,088
                                  ------------    ------------    ------------    ------------
      Gross profit............       2,639,475         987,150       7,010,989       1,697,273

Operating expenses:
  Sales and marketing.........       4,677,754       2,150,590      10,346,289       6,683,535
  Product development.........       2,921,560       1,149,424       7,841,347       1,400,293
  General and
    administrative............       3,353,995       2,032,878       9,100,676       4,429,594
  Non-recurring charge........              --       1,370,250              --       1,370,250
  Amortization of goodwill
    and intangible assets.....       6,223,574              --      13,993,116              --
                                  ------------    ------------    ------------    ------------
        Total operating
          expenses............      17,176,883       6,703,142      41,281,428      13,883,672
                                  ------------    ------------    ------------    ------------
      Loss from operations....     (14,537,408)     (5,715,992)    (34,270,439)    (12,186,399)

Interest and other income,
  net.........................         635,795          35,062       1,144,976         707,699
                                  ------------    ------------    ------------    ------------
      Loss before provision
        for income taxes......     (13,901,613)     (5,680,930)    (33,125,463)    (11,478,700)

Provision for income taxes....         144,274           8,205         297,239          34,705
                                  ------------    ------------    ------------    ------------
      Net loss................    $(14,045,887)   $ (5,689,135)   $(33,422,702)   $(11,513,405)
                                  ============    ============    ============    ============
Basic and diluted net loss
  per share...................    $      (0.53)   $      (2.37)    $     (1.39)   $      (4.90)
                                  ============    ============    ============    ============
Weighted average basic and
  diluted shares outstanding..      26,531,625       2,400,834      24,033,240       2,348,796
                                  ============    ============    ============    ============

       See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             theglobe.com, inc.
         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                Nine Months Ended
                                                                  September 30,
                                                   ---------------------------------------
                                                         1999                    1998
                                                   ---------------------------------------
                                                     (unaudited)             (unaudited)
<S>                                                <C>                     <C>
Cash flows from operating activities:
 Net loss....................................      $   (33,422,702)        $   (11,513,405)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
   Depreciation and amortization.............           15,711,029                 416,459
   Non-cash compensation.....................               31,769                      --
   Deferred compensation.....................               62,603                  44,513
   Non-recurring charges.....................                   --               1,370,250
   Amortization of debt discount.............              131,010                      --
   Deferred rent.............................              409,773                      --
  Changes in operating assets and liabilities,
   net of effect of acquisitions:
   Accounts receivable, net..................             (755,472)             (1,014,581)
   Prepaids and other current assets.........              183,081                (296,036)
   Accounts payable..........................             (792,214)                838,539
   Accrued expenses..........................              756,228                 171,543
   Accrued compensation......................              230,586                (772,270)
   Deferred revenue..........................             (677,870)                372,829
                                                   ---------------         ---------------

  Net cash used in operating activities......          (18,132,179)            (10,382,159)
                                                   ---------------         ---------------
Cash flows from investing activities:
 Purchases of securities.....................          (13,709,968)                     --
 Proceeds from sales of securities...........           10,753,418               6,090,412
 Purchases of property and equipment.........           (5,226,679)               (360,552)
 Cash acquired in connection with
  acquisitions, net..........................              691,320                      --
 Payments of security deposits...............           (1,871,953)              (883,087)
                                                   ---------------         ---------------
  Net cash (used in) provided by investing
   activities................................           (9,363,862)              4,846,773
                                                   ---------------         ---------------
Cash flows from financing activities:
 Payments under capital lease obligations....           (1,016,506)               (170,236)
 Payments of long-term debt..................              (25,681)                     --
 Proceeds from exercise of common stock
  options and warrants.......................              393,249                  10,522
 Payment of offering/financing costs.........                   --                (167,002)
 Net proceeds from issuance of common stock..           65,013,435                      --
                                                   ---------------         ---------------
  Net cash provided by (used in) financing
   activities................................           64,364,497                (326,716)
                                                   ---------------         ---------------
Net change in cash and cash equivalents......           36,868,456              (5,862,102)

Effect of exchange rate changes on cash and
 cash equivalents............................                2,855                      --

Cash and cash equivalents at beginning of
 period......................................           29,250,572               5,871,291
                                                   ---------------         ---------------
Cash and cash equivalents at end of period...      $    66,121,883         $         9,189
                                                   ===============         ===============
Supplemental disclosure of noncash transactions:
   Equipment acquired under capital leases...      $     2,415,033         $     2,044,308
                                                   ===============         ===============

 See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>
<PAGE>
                             theglobe.com, inc.

       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(1)  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  Description of Business

theglobe.com, inc. (the "Company" or "theglobe") was incorporated on May 1,
1995  (inception)  and commenced  operations  on that date.  theglobe is an
online  network  with  members  and users in the United  States and abroad.
Users are able to personalize  their online  experience by publishing their
own content and  interacting  with others  having  similar  interests.  Our
primary  revenue  source  is the  sale of  advertisements  with  additional
revenues  generated  through the sale of sponsorship  placements within our
website,  the sale of  merchandise  through  our online  store,  electronic
commerce  revenue  shares,  development  fees  and,  to  a  lesser  extent,
membership service fees for the sale of enhanced services.

The Company's business is characterized by rapid technological  change, new
product  development  and  evolving  industry  standards.  Inherent  in the
Company's  business  are various  risks and  uncertainties,  including  its
limited operating history,  unproven business model and the limited history
of commerce on the  Internet.  The Company's  success may depend,  in part,
upon the emergence of the Internet as a communications medium,  prospective
product  development  efforts and the acceptance of the Company's solutions
by the marketplace.

(b)  Unaudited Interim Condensed Consolidated Financial Information

The unaudited interim condensed  consolidated  financial  statements of the
Company as of  September  30, 1999 and for the three and nine months  ended
September  30,  1999  and  1998  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 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,  1999,  the  results of their
operations for three and nine months ended  September 30, 1999 and 1998 and
their cash flows for the nine months ended September 30, 1999 and 1998.

The results of operations for such periods are not  necessarily  indicative
of  results  expected  for the full year or for any  future  period.  These
financial  statements  should  be  read in  conjunction  with  the  audited
financial  statements as of December 31, 1998, and for the three years then
ended and related notes  included in the Company's Form 10-K filed with the
Securities and Exchange Commission.

(c)  Principles of Consolidation

The Company's unaudited condensed  consolidated  financial statements as of
and for the three and nine months  ended  September  30,  1999  include the
accounts of the Company, the accounts of shop.theglobe.com,  formerly known
as Azazz,  from February 1, 1999 (date of acquisition)  and the accounts of
Attitude  Networks,  Ltd.  from  April 9, 1999 (date of  acquisition).  The
unaudited condensed  consolidated  financial  statements for the prior year
periods include only the accounts of theglobe. All significant intercompany
balances and transactions have been eliminated.

(d)  Use of Estimates

The  preparation of  consolidated  financial  statements in conformity with
generally  accepted  accounting  principles  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 condensed  consolidated  financial  statements and the reported
amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.

(e)  Short-term Investments

Short-term   investments  are  classified  as  available-for-sale  and  are
available  to support  current  operations  or to take  advantage  of other
investment opportunities.  These investments primarily consist of corporate
bonds and mutual funds which are stated at their estimated fair value based
upon publicly  available  market  quotes.  Unrealized  gains and losses are
computed  on the  basis of  specific  identification  and are  included  in
stockholders'  equity.  Realized  gains,  realized  losses and  declines in
value,  judged to be  other-than-temporary,  are included in other  income.
There  were no  material  gross  realized  gains or  losses  from  sales of
securities in the periods presented. The costs of securities sold are based
on the  specific-identification  method and interest  earned is included in
interest income. As of September 30, 1999, the Company had gross unrealized
losses of $92,553 and gross  unrealized gains of $7,600 from its short-term
investments.  As of December  31,  1998,  the Company had gross  unrealized
losses of $50,006 from its short-term investments.

(f)  Goodwill and Other Intangible Assets

Goodwill and other intangible assets are being amortized on a straight-line
basis over their expected period of benefit ranging from two to three years
(three years for goodwill). Goodwill and other intangible assets are stated
net of total  accumulated  amortization  of $14.0  million at September 30,
1999. The Company did not have goodwill and other  intangible  assets as of
December 31, 1998.

(g)  Revenue Recognition

The  Company's   revenues  are  derived   principally   from  the  sale  of
advertisements  under  short-term  contracts.  To date, the duration of the
Company's  advertising  commitments  has  generally  averaged  one to three
months.  Advertising revenues are recognized ratably in the period in which
the  advertisement  is  displayed,  provided  that no  significant  Company
obligations remain and collection of the resulting  receivable is probable.
Company obligations  typically include the guarantee of a minimum number of
"impressions" or times that an advertisement appears in pages viewed by the
users  of  the  Company's  online   properties.   Payments   received  from
advertisers  prior  to  displaying  their  advertisements  on the  site are
recorded as deferred  revenues and are  recognized as revenue  ratably when
the advertisement is displayed. To the extent minimum guaranteed impression
levels are not met,  we defer  recognition  of the  corresponding  revenues
until guaranteed levels are achieved.

The Company also derived other  revenues from  development  fees related to
the sale of sponsorship placements within our website, sales of merchandise
from  our  online   department   store  acquired  in  connection  with  the
acquisition of shop.theglobe.com,  e-commerce revenue shares and membership
service fees for the sale of enhanced  services.  We recognize  development
fees  related  to the sale of  sponsorship  placements  on our  website  as
revenue  once the  related  activities  have been  performed.  The  Company
recognizes  revenue from the sale of merchandise from its online store when
the products are shipped to  customers.  Freight  costs are included in net
sales  and  have  been  insignificant  to date.  The  Company  provides  an
allowance for the return of merchandise  sold through its online store. The
allowance  provided  to date  has  been  insignificant.  Revenues  from the
Company's  share of the proceeds from its  e-commerce  partners'  sales are
recognized upon notification from its partners of sales attributable to the
Company's site. Membership service fees are deferred and recognized ratably
over the term of the subscription  period. Other revenues accounted for 22%
and 17%,  respectively,  of total  revenues  for the three and nine  months
ended September 30, 1999 and 10% and 11%,  respectively,  of total revenues
for the three and nine months ended September 30, 1998.

The Company  trades  advertisements  on its Web  properties in exchange for
advertisements  on the Internet sites of other  companies.  Barter revenues
and expenses are recorded at the fair market value of services  provided or
received,  whichever  is more  readily  determinable.  Revenue  from barter
transactions is recognized as income when  advertisements  are delivered on
the  Company's  web  properties.  Barter  expense is  included in sales and
marketing and is recognized  when the Company's  advertisements  are run on
other companies' web properties,  which typically occurs in the same period
in which barter revenue is recognized.  Barter revenues  represented 4% and
6%,  respectively,  of total  revenues  for the three and nine months ended
September  30,  1999 and less  than 3% of  revenues  for the three and nine
months ended September 30 1998.

(h)  Promotional Coupons

Promotional  coupons are  expensed  when the coupons are  redeemed  and are
included in sales and marketing expense.

(i)  Net Loss Per Common Share

The Company  adopted  SFAS No. 128,  "Computation  of Earnings  Per Share,"
during the year ended  December 31, 1997. In  accordance  with SFAS No. 128
and the SEC Staff Accounting  Bulletin No. 98, basic earnings per share are
computed  using the weighted  average  number of common shares  outstanding
during  the  period.  Diluted  earnings  per share  reflect  the  potential
dilution that could occur if the weighted  average  number of common shares
outstanding  for the  period  included  common  equivalent  shares.  Common
equivalent  shares consist of the  incremental  common shares issuable upon
the conversion of the Convertible  Preferred Stock (using the  if-converted
method) and 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.  Pursuant to SEC
Staff  Accounting  Bulletin No. 98, common stock and convertible  preferred
stock issued for nominal consideration,  prior to the anticipated effective
date of an initial public offering (an "IPO"),  are required to be included
in the calculation of basic and diluted net loss per share, as if they were
outstanding for all periods presented. To date, the Company has not had any
issuances or grants for nominal consideration.

Diluted  net  loss per  share  has not been  presented  separately,  as the
outstanding stock options,  warrants and contingent stock purchase warrants
are each anti-dilutive for each of the periods presented.

Diluted  net loss per  common  share for the three  and nine  months  ended
September  30,  1999 and 1998 does not  include  the  effects of options to
purchase  4,368,911  and 3,032,842  shares of Common  Stock,  respectively;
warrants  to  purchase  4,011,534  and  4,046,018  shares of Common  Stock,
respectively;  and -0- and 10,947,470 shares, respectively,  of convertible
preferred stock on an "as if" converted basis.

(j)  Recent Accounting Pronouncements

In March  1998,  the AICPA  issued SOP 98-1,  "Accounting  for the Costs of
Computer   Software   Developed  or  Obtained  for  Internal   Use,"  which
establishes  guidelines  for the  accounting  for the costs of all computer
software  developed  or  obtained  for  internal  use.  We adopted SOP 98-1
effective  for the year ended  December 31, 1998.  The adoption of SOP 98-1
did not have a  material  impact on our  condensed  consolidated  financial
statements contained herein.

In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities."  SFAS No. 133 establishes  accounting
and reporting standards for derivative  instruments,  including  derivative
instruments embedded in other contracts,  and for hedging activities.  SFAS
No. 133 is  effective  for all fiscal  quarters of fiscal  years  beginning
after June 15, 2000.  This  statement  does not apply to the Company as the
Company  currently  does not have any  derivative  instruments  or  hedging
activities.

(k)  Stock Split

On May 14,  1999,  the  Company  effected  a  2-for-1  stock  split  to all
shareholders  of  record  as of  May 3,  1999.  All  share  and  per  share
information in the accompanying  consolidated financial statements has been
retroactively restated to reflect the effect of the stock split.

(l)  Reclassifications

Certain   reclassifications  have  been  made  to  prior  year's  financial
statements to conform to the current year's presentation.

(2)  ACQUISITIONS

a)   factorymall.com, inc.

On February 1, 1999, theglobe formed Nirvana Acquisition Corp. ("Nirvana"),
a Washington corporation and a wholly-owned subsidiary of theglobe. Nirvana
was merged with and into  factorymall.com,  inc., a Washington  corporation
d/b/a Azazz ("factorymall"), with factorymall as the surviving corporation.
The merger was effected pursuant to the Agreement and Plan of Merger, dated
February 1, 1999,  by and among  theglobe,  Nirvana,  and  factorymall  and
certain shareholders thereof. As a result of the merger, factorymall became
a  wholly-owned  subsidiary  of theglobe.  factorymall  operates  Azazz,  a
leading interactive department store.

The consideration  paid by theglobe in connection with the merger consisted
of  approximately  614,104 newly issued shares of Common Stock of theglobe.
In addition,  options to purchase  shares of  factorymall's  common  stock,
without par value,  were  exchanged  for options to purchase  approximately
82,034 shares of theglobe's  Common Stock.  Warrants to purchase  shares of
factorymall   common  stock  were   exchanged   for  warrants  to  purchase
approximately  18,810  shares of  theglobe's  Common  Stock.  theglobe also
assumed  certain bonus  obligations of factorymall  triggered in connection
with the merger that resulted in the issuance by theglobe of  approximately
73,728  shares of  theglobe's  Common  Stock and  payment  by  theglobe  of
approximately  $451,232 in cash.  The  Company  also  incurred  expenses of
approximately $694,000 related to the merger.

The  total  purchase   price  for  this   transaction   was   approximately
$22,776,000.  Of this amount,  approximately $126,000 of the purchase price
was allocated to net tangible  assets.  The historical  carrying amounts of
such net tangible assets approximated their fair values. The purchase price
in excess  of the fair  value of the net  tangible  assets  assumed  in the
amount of  $22,650,000  was  allocated to goodwill  and certain  identified
intangible  assets and is being amortized on a straight line basis over its
estimated useful life of 2 to 3 years (3 years for goodwill),  the expected
period of benefit.

b)   Attitude Network, Ltd.

On April 5, 1999,  theglobe formed Bucky  Acquisition  Corp.  ("Bucky"),  a
Delaware corporation and a wholly-owned  subsidiary of theglobe.  Bucky was
merged  with  and into  Attitude  Network,  Ltd.,  a  Delaware  corporation
("Attitude"),  with Attitude as the surviving  corporation.  The merger was
effective  pursuant  to the  Agreement  and Plan of Merger,  dated April 5,
1999,  which closed on April 9, 1999,  by and among  theglobe,  Bucky,  and
Attitude  and  certain  shareholders  thereof.  As a result of the  merger,
Attitude became a wholly-owned  subsidiary of theglobe.  Attitude publishes
entertainment websites including Happy Puppy and Games Domain.

The  consideration  payable  by  theglobe  in  connection  with the  merger
consists of 1,570,922  newly issued shares of theglobe's  Common Stock.  In
addition,  options  to  purchase  shares of  Attitude's  common  stock were
exchanged for options to purchase  approximately  84,760 shares of theglobe
Common  Stock.  Warrants to purchase  shares of Attitude  common stock were
exchanged for warrants to purchase  approximately 46,706 shares of theglobe
Common Stock. The Company also incurred expenses of approximately  $800,000
related to the merger.

The  total  purchase   price  for  this   transaction   was   approximately
$46,828,000.  Of this amount,  approximately $208,000 of the purchase price
was allocated to net tangible liabilities.  The historical carrying amounts
of such net  tangible  liabilities  approximated  their  fair  values.  The
purchase price in excess of the fair value of the net tangible  liabilities
assumed in the amount of $47,036,000  was allocated to goodwill and certain
identified  intangible  assets and is being  amortized  on a straight  line
basis over a its estimated  useful life of 3 years,  the expected period of
benefit.

The following unaudited pro forma consolidated  financial information gives
effect to the above  described  acquisitions as if they had occurred at the
beginning  of the  respective  periods  by  consolidating  the  results  of
operations of the Company,  factorymall and Attitude for the three and nine
months ended September 30, 1999 and 1998.


<PAGE>


<TABLE>
<CAPTION>
                                       Three Months Ended               Nine Months Ended
                                          September 30,                   September 30,
                                 ----------------------------    ---------------------------
                                     1999            1998             1999           1998
                                 ------------    ------------    ------------    -----------
<S>                              <C>             <C>             <C>             <C>
Revenues........................ $  4,898,458    $  2,075,016    $ 12,611,587    $ 4,152,639
Net loss........................  (14,045,887)    (11,857,620)    (40,837,707)   (33,314,653)
Net loss per share-basic and
  diluted....................... $      (0.53)   $      (2.54)   $      (1.65)   $    (7.23)
Weighted average shares used in
  the basic and diluted net
  loss per share calculation....   26,531,625       4,659,588      24,679,342      4,607,550
</TABLE>


(3)  CONCENTRATION OF CREDIT RISK

Financial instruments which subject the Company to concentrations of credit
risk consist primarily of cash and cash equivalents, short-term investments
and  trade  accounts  receivable.  The  Company  maintains  cash  and  cash
equivalents  with  various  domestic  financial  institutions.  The Company
performs  periodic  evaluations  of the relative  credit  standing of these
institutions.  From time to time,  the Company's cash balances with any one
financial  institution  may exceed Federal  Deposit  Insurance  Corporation
insurance limits.

The Company's  customers are primarily  concentrated  in the United States.
The  Company  performs  ongoing  credit   evaluations  and  establishes  an
allowance for doubtful  accounts based upon factors  surrounding the credit
risk of customers,  historical trends and other information.  To date, such
losses have been within management's expectations.

For the three and nine months ended September 30, 1999 and 1998, there were
no  customers  that  accounted  for over 10% of revenues  generated  by the
Company, or of gross accounts receivable at September 30, 1999 and December
31, 1998.

(4)  PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                            September 30,      December 31,
                                                1999               1998
                                          ---------------    --------------
                                                     (unaudited)
Computer equipment, including assets
  under capital leases of $5,697,853
  and $3,305,598, respectively.........   $     9,481,581    $    4,298,702
Furniture and fixtures, including
  assets under capital leases of
  $42,171 and $42,171, respectively....         1,129,198            88,819
Leasehold improvements.................         1,975,276                --
                                          ---------------    --------------

                                               12,586,055         4,387,521
Less accumulated depreciation and
  amortization, including amounts
  related to assets under capital
  leases of $1,341,978 and $460,998,
  respectively.........................         2,692,369           824,962
                                          ---------------    --------------

         Total.........................   $     9,893,686    $    3,562,559
                                          ===============    ==============


<PAGE>


(5)  LONG-TERM DEBT

In  connection  with the  acquisition  of Attitude,  the Company  assumed a
non-interest  bearing  obligation,  payable over a 17 year  period,  to the
former owner of the happypuppy.com  website, an online property acquired by
Attitude  prior  to its  acquisition  by the  Company.  As of the  date  of
acquisition, the Company recorded the obligation payable at its net present
value,  assuming a 9% interest  rate.  As of September  30,  1999,  the net
present  value of the  obligation  payable was $2.7 million  including  the
short  term  portion  of  $0.2  million.  The  unamortized  discount  as of
September  30, 1999 was $2.4  million.  On October 22, 1999,  in connection
with the  settlement  of certain  litigation  between  the  Company and the
former owner of the  happypuppy.com  website (as described in note 10), the
Company made a lump sum payment of approximately $1.4 million to the former
owner of the  happypuppy.com  website.  In accordance  with the  Settlement
Agreement (as defined in Note 10), this lump sum payment represents payment
in full of the non-interest bearing obligation recorded as of September 30,
1999. The Company will  recognize an  extraordinary  gain of  approximately
$1.4 million in the fourth quarter of 1999 which  represents the difference
between the net present value of the  obligation  payable on the settlement
date and the lump sum payment of $1.4 million.

(6)  STOCKHOLDERS' EQUITY

Common Stock

In February  1999, the Company issued 687,832 shares of its Common Stock in
connection with the acquisition of  factorymall,  which currently  conducts
its operations under the name shop.theglobe.com.

In April,  1999, the Company issued 1,570,922 shares of its Common Stock in
connection with the acquisition of Attitude.

In May 1999, the Company completed a secondary public offering of 3,500,000
shares of its  Common  Stock at an  offering  price of $20 per  share.  Net
proceeds to the Company totaled $65.0 million, after underwriting discounts
of $3.5 million and offering costs of $1.5 million.

Accumulated Other Comprehensive Income

Accumulated  other  comprehensive  income  as  of  September  30,  1999  is
comprised  of $84,953 of net  unrealized  losses  related to the  Company's
short term investments and a gain of $2,855 related to the foreign currency
translation  adjustment  of Games  Domain,  a wholly  owned  subsidiary  of
Attitude which was acquired by the Company in April of 1999. The $50,006 as
of December 31, 1998 represents the Company's net unrealized losses related
to its short term investments.

Comprehensive  net loss was  $14,064,323  and $33,454,794 for the three and
nine months ended  September  30, 1999,  respectively  and  $5,688,979  and
$11,501,695  for the  three  and nine  months  ended  September  30,  1998,
respectively.

(7)  NON-RECURRING CHARGE

The Company  recorded a non-cash,  non-recurring  charge of  $1,370,250  to
earnings in the third  quarter of 1998 in  connection  with the transfer of
warrants  to  acquire  450,000  shares  of  Common  Stock by  Dancing  Bear
Investments,  Inc.  (the  Company's  principal  shareholder  at the date of
transfer) to certain  officers of the Company at an exercise price of $1.45
per share.  The  Company  accounted  for such  transaction  as if it were a
compensatory  plan  adopted by the  Company.  Accordingly,  such amount was
recorded  as  a  non-cash  ,  non-recurring  compensation  expense  in  the
Company's  statement of operation for services provided by such officers to
the Company with an offsetting increase to additional paid-in capital.  The
amount of such  non-charge  was based on the  difference  between  the fair
market  value at the time of  transfer  ($4.50 per share) and the  exercise
price per warrant of approximately $1.45 per share.

(8)  1998 STOCK OPTION PLAN

The  Company's  1998 Stock Option Plan (the "1998 Plan") was adopted by the
Board of Directors on July 15, 1998,  and approved by the  stockholders  of
the  Company  on July 15,  1998.  The 1998 Plan  provides  for the grant of
"incentive stock options" intended to qualify under Section 422 of the Code
and stock options which do not so qualify.  The granting of incentive stock
options is subject to limitation as set forth in the 1998 Plan.  Directors,
officers,  employees and consultants of the Company are eligible to receive
grants  under the 1998  Plan.  The 1998 Plan  authorizes  the  issuance  of
2,400,000 shares of Common Stock,  subject to adjustment as provided in the
1998 Plan. In March 1999, the Board of Directors  authorized an increase in
the number of shares  reserved for issuance  under the Company's 1998 Stock
Option Plan from  2,400,000 to 3,400,000.  The increase was approved by the
stockholders of the Company in June 1999.

(9)  EMPLOYEE STOCK PURCHASE PLAN

The  Company's  Employee  Stock  Purchase  Plan ("ESPP") was adopted by the
Board  of  Directors  in  February  1999.  The  ESPP  was  approved  by the
shareholders  in June 1999.  The ESPP  provides  eligible  employees of the
Company the  opportunity  to apply a portion of their  compensation  to the
purchase  of shares of the  Company  at a 15%  discount.  The  Company  has
reserved 400,000  authorized  shares of Common Stock for issuance under the
ESPP. As of September 30, 1999, the Company had issued  approximately 3,000
shares of Common stock in connection with the ESPP.

(10) COMMITMENTS AND CONTINGENCIES

On October 22, 1999,  Attitude  Network,  Ltd.,  Dave Rae,  Kim Brown,  the
Company,  Accursed  Toys,  Inc. and the principals of Accursed Toys entered
into a Settlement  Agreement  relating to the matters that were the subject
of the  litigation  among the  parties  in federal  courts in  Florida  and
Virginia (the "Settlement Agreement"). That litigation arose primarily from
a 1996 agreement  under which the Company owed Accursed Toys  approximately
$5.0 million for the purchase of the  happypuppy.com  website  payable over
the next  seventeen  (17) years.  As of September  30, 1999,  the Company's
unaudited  condensed   consolidated  financial  statements  reflected  that
obligation payable at its net present value of approximately $2.7 million.

In the Florida  federal  court,  Accursed  Toys  alleged that the full $5.0
million was currently due and payable.  In the Florida and Virginia federal
courts,  Accursed Toys and two of its principals  alleged that the Company,
Attitude,  Dave  Rae  and Kim  Brown  engaged  in  various  acts of  unfair
competition,  false  advertising and deceptive trade practices,  as well as
interference with contractual relations,  fraud and misrepresentation.  The
Company disputed all claims. The Virginia suit was voluntarily dismissed on
September 24, 1999.

Under  the  Settlement  Agreement,  the  Company  extinguished  its debt to
Accursed Toys by making a one-time  payment of  approximately  $1.4 million
which represented full settlement of the $5.0 million obligation  described
above.   This   settlement  will  result  in  an   extraordinary   gain  of
approximately  $1.4 million which the Company will  recognize in the fourth
quarter of 1999.  The  Settlement  Agreement also provided that the Company
give  Accursed Toys an affidavit  acknowledging  that Accursed Toys and its
principals created the original 1995 happypuppy.com  website,  and that the
Company include on the happypuppy.com  website, until December 31, 2000, an
agreed-upon  statement  acknowledging  that  Accursed Toys and its founders
were the  creators  of the  original  1995  version  of the  happypuppy.com
website.  In exchange,  Accursed Toys agreed to dismiss its Florida lawsuit
with  prejudice.  Accursed  Toys  and  its  principals  reaffirmed  various
representations and ongoing contractual obligations they previously made or
undertook  in favor of  Attitude  when  Accursed  Toys sold the  website to
Attitude  and  Accursed  Toys  and its  principals  abandoned,  waived  and
released  the Company,  Attitude  and Messrs.  Rae and Brown from all other
obligations  and claims that arose out of anything that happened or did not
happen prior to October 22, 1999.

On May 20, 1999, Fortune Casuals LLC filed a complaint in the United States
District  Court for the Central  District of  California  alleging that the
Company  infringes Fortune Casuals LLC's state and federal trademark rights
with respect to the GLOBE mark. The Company believes that these allegations
are without merit and plans to vigorously defend these allegations.  As the
discovery  phase of the  litigation  has  recently  commenced,  the Company
cannot assess  whether these claims will have a material  adverse effect on
the Company's financial condition.

On July 1, 1999,  the  Company  filed a complaint  in Supreme  Court of the
State  of  New  York,   County  of  New  York.  The  lawsuit  alleges  that
Stockplayer.com,  Inc.  breached  advertising  service  agreements with the
Company  by  failing  to pay  for  advertising  services  performed  by the
Company. On August 13, 1999, Stockplayer.com, Inc. filed its answer denying
that it breached these  advertising  services  agreements.  The answer also
alleges that the Company breached alleged express and implied warranties in
connection   with   certain   information   provided   by  the  Company  to
Stockplayer.com.  Stockplayer.com  alleges  that it has been  damaged in an
amount not less than  $5,000,000.  Based on our preliminary  analysis,  the
Company  believes  that these  allegations  are without  merit and plans to
vigorously  defend  these  allegations.  The  Company  believes  that it is
unlikely  that  this  claim  will  have a  material  adverse  effect on the
Company's consolidated financial condition or results of operations.

From time to time the Company has been named in other claims arising in the
ordinary  course of business.  In the opinion of  management,  the ultimate
disposition of these matters will not have a material adverse effect on the
Company's  consolidated  financial  position,   results  of  operations  or
liquidity.

(11) SUBSEQUENT EVENTS

On  October  22,  1999,  in  connection  with  the  settlement  of  certain
litigation  between the Company and the former owner of the  happypuppy.com
website (as  described  in note 10), the Company made a lump sum payment of
approximately  $1.4  million  to the  former  owner  of the  happypuppy.com
website. In accordance with the settlement agreement, this lump sum payment
represents payment in full of the non-interest  bearing obligation recorded
as of September 30, 1999. The Company will recognize an extraordinary  gain
of  approximately  $1.4  million  in  the  fourth  quarter  of  1999  which
represents the  difference  between the net present value of the obligation
payable on the settlement date and the lump sum payment of $1.4 million.
<PAGE>
ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
         RESULTS OF OPERATIONS

Certain statements contained herein constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended
(the  "Securities  Act") and Section 21E of the Securities  Exchange Act of
1934, as amended (the "Exchange Act"). These forward-looking statements can
be identified by the use of  predictive,  future-tense  or  forward-looking
terminology,  such as "believes,"  "anticipates,"  "expects,"  "estimates,"
"plans,"  "may,"  "intends,"  "will," or similar  terms.  These  statements
appear  in a  number  of  places  in this  report  and  include  statements
regarding the intent,  belief or current  expectations of the Company,  its
directors or its officers with respect to, among other  things:  (i) trends
affecting the Company's financial condition or results of operations,  (ii)
the  Company's  business  and growth  strategies,  (iii) the  Internet  and
Internet  commerce and (iv) the Company's  financing  plans.  Investors are
cautioned  that any such  forward-looking  statements are not guarantees of
future  performance and involve  significant risks and  uncertainties,  and
that  actual  results may differ  materially  from those  projected  in the
forward-looking  statements as a result of various  factors set forth under
"Risk  Factors" and elsewhere in this report.  The following  discussion of
the financial  condition  and results of  operations of the Company  should
also be read in conjunction with the financial statements and notes related
thereto included elsewhere in this report.

OVERVIEW

theglobe  operates an online  network  with members and users in the United
States and abroad. Users are able to personalize their online experience by
publishing  their own content and  interacting  with others having  similar
interests.  We  facilitate  this  interaction  by  providing  various  free
services,  including home page building,  discussion  forums,  chat, online
calendars and address books, e-mail and electronic commerce.  Additionally,
we  provide  our users  with news,  business  information,  real time stock
quotes, weather, movie and music reviews,  multi-player gaming,  horoscopes
and personals.  By satisfying our users'  personal and practical  needs, we
seek to become our users' online home.  Our primary  revenue  source is the
sale of advertisements  with additional revenues generated through the sale
of  sponsorship  placements  within our  website,  the sale of  merchandise
through our online store,  electronic commerce revenue shares,  development
fees and,  to a lesser  extent,  the sale of  membership  service  fees for
enhanced services.

We were  incorporated  in May 1995. For the period from  inception  through
December  1995, we had minimal sales and our operating  activities  related
primarily to the development of the necessary  computer  infrastructure and
initial planning and development.  Operating expenses in 1995 were minimal.
During 1996,  we continued  the  foregoing  activities  and also focused on
recruiting  personnel,  raising capital and developing  programs to attract
and retain members. In 1997, we

     o    moved our headquarters to New York City;

     o    expanded our membership base from less than
          250,000 to almost 1 million;

     o    improved and upgraded our services;

     o    expanded our production staff;

     o    built an internal sales department; and

     o    began active promotion of theglobe to increase
          market awareness.

During  1998,  revenues  and  operating  expenses  increased as we placed a
greater emphasis on building our advertising revenues, sponsorship revenues
and memberships by expanding our sales force and promoting theglobe brand.

In November  1998,  the Company  completed  an initial  public  offering of
approximately 6.96 million shares of its Common Stock. The initial offering
price was $4.50 per share and  resulted in net  proceeds of $27.3  million,
after  underwriting  discounts  of $2.0  million  and  offering  costs $2.0
million.

On February  1, 1999,  we acquired  factorymall.com,  an online  department
store  doing  business  as  Azazz.com,  which sells a variety of name brand
products  directly to  consumers.  We have  integrated  Azazz.com  into our
electronic commerce site, now known as "shop.theglobe.com."

In April 1999, we acquired  Attitude  Networks,  Ltd., a provider of online
entertainment  content whose websites include Happy Puppy, Games Domain and
Kids Domain, three leading websites serving game enthusiasts.

In May 1999,  the Company  completed  an offering of 3.5 million  shares of
Common Stock in a secondary public offering at an offering price of $20 per
share.   Net  proceeds  to  the  Company   totaled  $65.0  million,   after
underwriting discounts of $3.5 million and offering costs of $1.5 million.

RESULTS OF OPERATIONS

Revenues

To date, our primary revenue source has been the sale of  advertisements on
the Company's online properties.  Advertising  revenues constituted 78% and
83% of total  revenues  for the three and nine months ended  September  30,
1999 and 90% and 89% of total  revenues for the three and nine months ended
September 30, 1998. We sell a variety of  advertising  packages to clients,
including banner advertisements, event sponsorship, and targeted and direct
response  advertisements.  Our advertising revenues are derived principally
from short-term advertising arrangements, averaging one to three months. We
generally  guarantee  a minimum  number of  impressions,  or times  that an
advertisement  appears in pages viewed by the users of the Company's online
properties, for a fixed fee. Advertising revenues are recognized ratably in
the  period in which  the  advertisement  is  displayed,  provided  that no
significant  Company  obligations  remain and  collection  of the resulting
receivable is probable.

In  addition  to  advertising  revenues,  we  derive  other  revenues  from
development fees related to the sale of sponsorship  placements  within our
website,  the sale of  merchandise  through  our online  store,  electronic
commerce  revenue  shares,  development  fees  and,  to  a  lesser  extent,
membership  service  fees for the  sale of  enhanced  services.  Electronic
commerce  revenues  are  expected  to  increase  with the  acquisition  and
continuing   development  of   shop.theglobe.com.   Subscription  fees  are
recognized over the membership term. A number of recent  arrangements  with
our premier  electronic  commerce  partners  provide us with a share of any
sales resulting from direct links from our website.  We recognize  revenues
from our share of the proceeds from our electronic commerce partners' sales
upon notification  from our partners of sales  attributable to our website.
To date,  revenues from electronic commerce revenue share arrangements have
not been  significant.  We also  earn  additional  revenue  on  sponsorship
contracts for fees relating to the design, coordination, and integration of
the customer's  content and links. We recognize these  development  fees as
revenue once the related activities have been performed.

Revenues increased to $4.9 million and $12.2 million for the three and nine
months  ended  September  30,  1999,  respectively,  as compared  with $1.6
million and $2.7 million for the three and nine months ended  September 30,
1998,  respectively.  The period to period  growth in revenues for both the
three and nine months ended  resulted from an increase in (1) the number of
advertisers  as well as the  average  commitment  per  advertiser,  (2) our
website  traffic  and (3) the  number of sales  people.  Additionally,  the
acquisitions of factorymall and Attitude have  contributed to the period to
period increases in revenues.  Advertising  revenues for the three and nine
months  ended  September  30,  1999 were $3.8  million  and $10.1  million,
respectively,  which  represented  78%  and  83%,  respectively,  of  total
revenues.  Advertising  revenues  for  the  three  and  nine  months  ended
September 30, 1998 were $1.4 million and $2.4 million, respectively,  which
represented 90% and 89%,  respectively,  of total  revenues.  We anticipate
that advertising  revenues will continue to account for a substantial share
of our total  revenues for the  foreseeable  future.  Other  revenues  were
derived from  electronic  commerce,  membership  service fees,  development
fees, electronic commerce revenue shares and sponsorship  placements within
our  website.   At  September  30,  1999,  we  had  deferred   revenues  of
approximately  $0.5  million as  compared  with  deferred  revenues of $0.7
million at December 31, 1998. Barter revenues were 4% and 6%, respectively,
of total  revenues for the three and nine months ended  September  30, 1999
and 3% and 3%,  respectively,  of total  revenues  for the  three  and nine
months ended September 30 1998.

Cost of Revenues

Cost of revenues consist primarily of Internet  connection  charges,  staff
costs and  related  expenses  of  operations  personnel,  depreciation  and
maintenance of website  equipment as well as the costs of merchandise  sold
and shipping fees in connection  with our online store.  Gross margins were
54% and 57%,  respectively,  for the three and nine months ended  September
30, 1999 and 63% and 62% respectively,  for the three and nine months ended
September  30, 1998.  The decrease in the gross  margins for both the three
and nine months ended  September 30, 1999 as compared to the same period in
1998 is, in part,  attributable to increased costs of merchandise  sold and
shipping  costs  resulting  from  the  shop.theglobe.com   acquisition  and
increased bandwidth and capital  expenditures related moving our servers to
the  Teleport  facility in Staten  Island.  Traditionally,  the  electronic
commerce  industry  has  experienced  lower  margins  than  those of online
networks.  Additionally,  the  decrease in margins is  attributable  to the
duplication of hosting costs  resulting from the Attitude  acquisition.  We
plan to  eliminate  the  duplicate  hosting  costs in future  periods.  The
absolute  dollar  increase  in cost of  revenues  was due to an increase in
Internet  connection costs to support the increase in website  traffic,  as
well as an increase in equipment costs,  cost of merchandise,  depreciation
and staff costs required to support the expansion of our site and services.

Sales and Marketing Expenses

Sales and  marketing  expenses  consist  primarily  of salaries and related
expenses of sales and marketing personnel, commissions, advertising, public
relations  expenses,  coupons and other  promotional  activities and barter
expense.  Sales and marketing  expenses were $4.7 million and $10.3 million
for the three and nine months ended  September 30, 1999,  respectively,  as
compared with sales and marketing expenses of $2.2 million and $6.9 million
for the three and nine months ended September 30, 1998,  respectively.  The
period to period  increases  in sales and  marketing  expenses  in absolute
dollars  was  primarily  attributable  to  increased  sales  and  marketing
personnel and advertising and  promotional  expenses  required to implement
our branding and marketing strategy.

Product Development Expenses

Product  development  expenses include  professional  fees, staff costs and
related expenses  associated with the development,  testing and upgrades to
our  website as well as  expenses  related  to its  editorial  content  and
community  management and support.  Product development  expenses were $2.9
million and $7.8 million for the three and nine months ended  September 30,
1999,  respectively,  as compared with product development expenses of $1.1
million and $1.4 million for the three and nine months ended  September 30,
1998,  respectively.  The  increase  in product  development  expenses  was
primarily attributable to increased staffing levels required to support our
website and to enhance its content and features.  Additionally, the Company
incurred certain initial development  expenses related to two new products,
Globelists and Upublish, which were launched in the fourth quarter of 1999.
Product  development  expenses also increased as a result of added features
in  connection  with the launch of our site  redesign in November  1998. We
intend to continue  recruiting and hiring experienced  product  development
personnel and to make additional investments in product development.

General and Administrative Expenses

General and  administrative  expenses  consist  primarily  of salaries  and
related costs for general corporate  functions,  including  finance,  human
resources,  facilities and legal,  along with  professional  fees and other
corporate expenses.  General and administrative  expenses were $3.4 million
and $9.1  million for the three and nine months ended  September  30, 1999,
respectively,  as compared with general and administrative expenses of $2.0
million and $4.4 million for the three and nine months ended  September 30,
1998,  respectively.  The absolute  dollar  increase in these  expenses was
primarily due to increased  salaries and related  expenses  associated with
increased  staffing in order to build our basic  infrastructure,  hiring of
additional  personnel,  increases  in  professional  fees  and  travel  and
increased  provisions  for bad debts and sales tax expenses.  The increased
salaries  also reflect the highly  competitive  nature of hiring in the new
media industry. The increase was also due to costs related to our operation
as a public company,  such as directors' and officers' liability insurance,
investor relations  programs and professional  service fees. We expect that
we will incur  additional  general and  administrative  expenses as we hire
additional  personnel and incur  additional  costs related to the growth of
the business.  Accordingly,  we anticipate that general and  administrative
expenses will continue to increase in absolute dollars.

Amortization of Goodwill and Intangible Assets

We recorded  amortization  of $6.2 million and $14.0  million for the three
and nine months ended September 30, 1999,  respectively.  This amortization
is in connection  with the  acquisitions of  shop.theglobe.com  in February
1999  and  Attitude  in  April  1999.  The  gross  goodwill  and  purchased
intangibles of approximately $71.0 million related to these acquisitions is
being  amortized  over the expected  period of benefit  ranging from two to
three years (three years for goodwill). There was no similar charge for the
same periods in 1998.

Interest and Other Income, net

Interest and other income,  net includes  interest income from our cash and
investments,  interest  expenses related to our capital lease  obligations,
amortization  of debt discounts and realized gains and losses from the sale
of short-term  investments.  Interest and other income was $0.6 million and
$1.1  million  for the three and nine  months  ended  September  30,  1999,
respectively,  as compared  to $35,000  and $0.7  million for the three and
nine months ended  September 30, 1998,  respectively.  The period to period
increase for the three and nine months ended is  attributable  to increased
interest  income  resulting  from the net  proceeds of our  initial  public
offering and our secondary offering of our Common Stock offset by increased
interest expenses related to an increase in the assumption of capital lease
obligations and the  amortization of the debt discount  related to Attitude
Network, Ltd.'s long-term debt.

Income Taxes

Income  taxes for the three and nine months ended  September  30, 1999 were
$0.1 million and $0.3 million respectively,  and $8,000 and $35,000 for the
three and nine months ended  September 30, 1998,  respectively.  The income
taxes were based solely on state and local taxes on business and investment
capital. The increase from the prior year for both the three and nine month
periods is a result of our initial and secondary public offerings which, in
turn, increased our capital structure.  Our effective tax rate differs from
the  statutory  federal  income  tax  rate,  primarily  as a result  of the
uncertainty  regarding  our  ability  to  utilize  our net  operating  loss
carryforwards. Due to the uncertainty surrounding the timing or realization
of the  benefits  of our net  operating  loss  carryforwards  in future tax
returns,  we have  placed  a  valuation  allowance  against  our  otherwise
recognizable  deferred  tax  assets.  As  of  December  31,  1998,  we  had
approximately $29.2 million of federal net operating loss carryforwards for
tax reporting  purposes  available to offset  future  taxable  income.  Our
federal net operating  loss  carryforwards  expire  beginning  2001 through
2018,  if not  utilized.  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 the change in
our  ownership  interests in the third  quarter of 1997,  as defined in the
Internal Revenue Code of 1986, as amended (the "Code"),  future utilization
of our  net  operating  loss  carryforwards  will  be  subject  to  certain
limitations or annual restrictions.

LIQUIDITY AND CAPITAL RESOURCES

As of September  30, 1999, we had  approximately  $66.1 million in cash and
cash equivalents and approximately  $3.8 million in marketable  securities.
Net cash used in operating  activities  was $18.1 million and $10.4 million
for the nine months ended  September 30, 1999 and 1998,  respectively.  The
increase in net cash used  resulted  primarily  from an increase in our net
cash operating losses which is exclusive of amortization expense related to
the acquisitions of factorymall and Attitude.

Net cash (used in) provided by investing  activities was ($9.4) million and
$4.8  million  for the nine  months  ended  September  30,  1999 and  1998,
respectively.  Net cash used in  investing  activities  for the nine months
ended  September 30, 1999 was primarily  related to purchases of short-term
securities and property and equipment, as well as security deposit payments
associated  with our new office space lease and  equipment  procured  under
capital lease  arrangements.  These  expenditures  were partially offset by
proceeds  received from the sale of short-term  securities and the net cash
received in  connection  with the  acquisitions  of  shop.theglobe.com  and
Attitude.  For the nine  months  ended  September  30,  1998,  the net cash
provided  by  investing  activities  was  primarily  related to the sale of
short-term investments in order to finance our operating expenses.

Net cash provided by (used in) financing activities was approximately $64.4
million and ($0.3) million for the nine months ended September 30, 1999 and
1998, respectively.  Net cash provided by financing activities for the nine
months  ended  September  30, 1999  consisted  primarily of net proceeds of
$65.0  million  received in connection  with our secondary  offering of 3.5
million shares of the Company's Common Stock and proceeds received from the
exercise of Common Stock options and warrants  partially offset by payments
under our capital lease  obligations.  For the nine months ended  September
30, 1998,  cash used in financing  activities was related to the payment of
capital lease  obligations  and the payment of financing and offering costs
related to the Company's initial public offering of its Common Stock.

On  February  1,  1999,  we  purchased   factorymall.com,   an  interactive
department  store doing  business as Azazz.com,  which has been  integrated
into   our   electronic    commerce   site   and   conducts   business   as
"shop.theglobe.com."   We  expect  to   invest  an   aggregate   of  up  to
approximately $3.8 million of working capital in 1999 to support the future
operation of  shop.theglobe.com.  On April 9, 1999,  we purchased  Attitude
Network,  an online provider of entertainment  content. We expect to invest
an aggregate  of up to $3.5  million of working  capital in 1999 to support
the  future  operations  of  Attitude  Network.   In  connection  with  the
acquisition,  the Company assumed a non interest bearing obligation payable
to the former owner of the  happypuppy.com  website,  which was acquired by
Attitude  Network,  Ltd.  prior to being  acquired  by the  Company.  As of
September  30, 1999,  the  obligation  payable had been recorded at its net
present  value of $2.7 million.  In October  1999,  in connection  with the
settlement of  litigation  between the Company and the former owners of the
happypuppy.com   website,   the   Company   made  a  lump  sum  payment  of
approximately  $1.4 million to settle the non-interest  bearing  obligation
assumed in connection  with the  acquisition of Attitude.  The $1.4 million
represented a payment in full to settle the obligation payable. The Company
will recognize an extraordinary gain of $1.4 million related to the payment
of the obligation.

Our capital  requirements  depend on  numerous  factors,  including  market
acceptance  of  our  services,   the  amount  of  resources  we  devote  to
investments  in our  website,  the  resources  we devote to  marketing  and
selling our services and our brand  promotions and other  factors.  We have
experienced a substantial  increase in our capital  expenditures  and lease
obligations  since  our  inception   consistent  with  the  growth  in  our
operations and staffing,  and we anticipate that this will continue for the
foreseeable  future.  Additionally,  we will continue to evaluate  possible
investments in businesses, products and technologies, and we plan to expand
our sales force.  On May 19, 1999 we completed a secondary  public offering
of our  Common  Stock in which the  Company  sold 3.5  million  shares  and
existing  shareholders  sold an additional 3.4 million shares.  The sale of
these shares resulted in net proceeds of $65.0 million. We believe that our
current  cash  and  cash   equivalents  will  be  sufficient  to  meet  our
anticipated cash needs for working capital and capital expenditures for our
existing business for the foreseeable future. However, we may need to raise
funds in the future to obtain or operate any additional acquired businesses
or joint  venture  arrangements.  See "Risk  Factors--We  may need to raise
additional funds, including through the issuance of debt."

IMPACT OF THE YEAR 2000

The Year 2000 issue is the potential for system and processing  failures of
date-related data and the result of  computer-controlled  systems using two
digits  rather  than four to  define  the  applicable  year.  For  example,
computer  programs that have  time-sensitive  software may recognize a date
using "00" as the year 1900 rather than the Year 2000. This could result in
system  failure  or  miscalculations  causing  disruptions  of  operations,
including,   among  other   things,   a  temporary   inability  to  process
transactions,   send  invoices  or  engage  in  similar   normal   business
activities.

State of  Readiness.  We may be  affected  by Year 2000  issues  related to
non-compliant information technology systems or non-information  technology
systems operated by us or by third parties. We have substantially completed
an  assessment  of  our  internal  and  external  third-party   information
technology systems and non-information technology systems and a test of the
information  technology  systems that support our  website.  Following  the
acquisition  of  factorymall  in February of 1999 and  Attitude in April of
1999,  we began to assess each of their  internal and external  third party
information  technology systems and non-information  technology systems and
integrate  those hardware and software  systems into ours. At this point in
our  assessment  and  testing,  we are not aware of any Year 2000  problems
relating to systems we or third parties  operate that would have a material
effect on our business or financial condition,  without taking into account
our efforts to avoid these  problems.  However,  we cannot  assure you that
there will be no Year 2000 problems.

Our information  technology  systems consist of software  developed  either
in-house or  purchased  from third  parties,  and hardware  purchased  from
vendors.  We have contacted our principal vendors of hardware and software.
All of those  contacted  vendors  have  notified us that the  hardware  and
software that they supplied to us is Year 2000 compliant.

We have also substantially  completed an assessment of our  non-information
technology  systems which we have  identified as possibly  having Year 2000
issues. At this point in our assessment,  we are not aware of any Year 2000
problems  relating to these systems  which would have a material  effect on
our  business or  financial  condition,  without  taking  into  account our
efforts to avoid these problems.

Our  information  technology  systems and other business  resources rely on
information  technology  systems  and  non-information  technology  systems
provided by service  providers  and  therefore  may be  vulnerable to those
service providers'  failure to remediate their own Year 2000 issues.  These
service  providers  include  those for our network and e-mail  services and
landlords for our leased office spaces.  We have contacted  these principal
service providers and we have been notified that the information technology
and  non-information  technology  systems which they provide to us are Year
2000 compliant.

Cost.  Based on our  assessment to date, we estimate that costs  associated
with remediating our non-compliant systems will be less than $200,000.

Risks. To the extent that our assessment is finalized  without  identifying
any  material  non-compliant   information  technology  or  non-information
technology  systems  operated  by us or by third  parties,  the most likely
worst case Year 2000  scenario is the failure of one or more of our vendors
of  hardware  or  software  or one or  more  providers  of  non-information
technology systems to properly identify any Year 2000 compliance issues and
remediate any issues  before  November 30, 1999. A failure could prevent us
from  operating our business,  prevent users from  accessing our website or
change the  behavior of  advertising  customers  or persons  accessing  our
website.  We believe  that the primary  business  risks,  in the event of a
failure, would include but not be limited to:

     o    lost advertising revenues;

     o    increased operating costs;

     o    loss of customers or persons accessing our website;

     o    other business interruptions of a material nature; and

     o    claims of mismanagement,  misrepresentation, or breach
          of contract.

Contingency  Plan.  As discussed  above,  we are engaged in an ongoing Year
2000  assessment  and testing.  We completed an initial  simulation  of our
information  technology  systems in the second quarter of 1999. To date, we
are not  aware of any Year  2000  problems  with  systems  that we or third
parties  operate that would have a material  adverse effect on our business
or  financial  condition.  We plan to  continue  to assess  our  technology
systems and those  operated by third parties  throughout the fourth quarter
of 1999 and will take the results  into account in  determining  the nature
and extent of any contingency plans.

EFFECTS OF INFLATION

Due to relatively  low levels of inflation in 1998 and 1999,  inflation has
not had a significant effect on our results of operations since inception.

IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In March  1998,  the AICPA  issued SOP 98-1,  "Accounting  for the Costs of
Computer   Software   Developed  or  Obtained  for  Internal   Use,"  which
establishes  guidelines  for the  accounting  for the costs of all computer
software  developed  or  obtained  for  internal  use.  We adopted SOP 98-1
effective for the year ended December 31, 1998. The adoption of SOP 98-1 is
not  expected  to have a  material  impact  on our  consolidated  financial
statements.

In June 1998,  the FASB  issued  SFAS No. 133,  Accounting  for  Derivative
Instruments and Hedging Activities. SFAS No. 133 establishes accounting and
reporting  standards  for  derivative  instruments,   including  derivative
instruments embedded in other contracts,  and for hedging activities.  SFAS
No. 133 is  effective  for all fiscal  quarters of fiscal  years  beginning
after June 15, 2000.  This  statement  does not apply to the Company as the
Company  currently  does not have any  derivative  instruments  or  hedging
activities.


<PAGE>


                                RISK FACTORS

OUR LIMITED OPERATING HISTORY MAKES FINANCIAL FORECASTING DIFFICULT.

theglobe was founded in May 1995. Accordingly,  we have a limited operating
history for you to use in  evaluating us and our  prospects.  Our prospects
should be considered in light of the risks  encountered by companies in the
early stages of development,  particularly  companies  operating in new and
rapidly evolving markets like the Internet. We may not successfully address
these risks. For example, we may not be able to:

     o    maintain or increase levels of user and member traffic
          on our website;

     o    maintain or increase the percentage of our advertising
          inventory sold;

     o    maintain or increase both CPM levels and sponsorship
          revenues;

     o    adapt to meet changes in our markets and competitive
          developments;

     o    develop or acquire content for our services;

     o    generate electronic commerce-related revenues; and

     o    identify, attract, retain and motivate qualified
          personnel.

REVENUE GROWTH IN PRIOR PERIODS MAY NOT BE INDICATIVE OF FUTURE GROWTH.

We  achieved  significant  revenue  growth in 1998 and in the  first  three
quarters of 1999. Our limited  operating history makes prediction of future
growth difficult.  Accurate predictions of future growth are also difficult
because of the rapid changes in our markets. Accordingly,  investors should
not rely on past revenue growth rates as a prediction of future growth.

WE ANTICIPATE  INCREASED OPERATING EXPENSES AND EXPECT TO CONTINUE TO INCUR
LOSSES.

To date, we have not been  profitable,  and we expect that we will continue
to incur  net  losses  for the  foreseeable  future.  We had net  losses of
approximately  $750,200 for 1996, $3.6 million for 1997,  $16.0 million for
1998, and $33.4 million for the nine months ended September 30, 1999. As of
September 30, 1999, we had an accumulated  deficit of  approximately  $53.9
million. The principal causes of our losses are likely to continue to be:

     o    increased general and administrative expenses;

     o    costs resulting from development and enhancement of our
          services;

     o    amortization expense related to our acquisitions of
          Attitude and factorymall;

     o    increased sales and marketing expenses necessary to
          maintain and develop brand identity;

     o    growth of our sales force;

     o    expansion of our business facilities and systems
          infrastructure; and

     o    failure to generate sufficient revenue to compensate
          for increased costs.

We will  need to  generate  significantly  increased  revenues  to  achieve
profitability,  particularly  if we are  unable to adjust our  expenses  in
light of any  earnings  shortfall.  We cannot  assure you that we will ever
achieve or sustain profitability.

OUR QUARTERLY OPERATING RESULTS FLUCTUATE AND VARY BY SEASON.

Our  quarterly  revenues,   expenses  and  operating  results  have  varied
significantly in the past and are likely to vary significantly from quarter
to quarter in the future.  As a result,  quarter to quarter  comparisons of
our revenues and operating results may not be meaningful.  In addition, due
to our limited  operating  history and our new and unproven business model,
we cannot predict our future revenues or results of operations  accurately.
It is likely that in one or more future quarters our operating results will
fall below the  expectation of securities  analysts and investors.  If this
happens,  the trading  price of our Common Stock would almost  certainly be
materially and adversely affected.

The factors which will cause our quarterly  operating  results to fluctuate
include:

     o    the level of traffic on our website;

     o    the overall demand for Internet advertising and
          electronic commerce;

     o    the addition or loss of advertisers and electronic
          commerce partners on our website;

     o    usage of the Internet;

     o    seasonal trends in advertising and electronic commerce
          sales and member usage;

     o    capital expenditures and other costs relating to the
          expansion of our operations;

     o    the incurrence of costs relating to acquisitions; and

     o    the timing and profitability of acquisitions, joint
          ventures and strategic alliances.

We  derive  a  substantial  portion  of  our  revenues  from  the  sale  of
advertising  under  short-term  contracts.  These contracts  average one to
three months in length. As a result,  our quarterly  revenues and operating
results are, to a significant  extent,  dependent on  advertising  revenues
from  contracts  entered  into  within the  quarter,  and on our ability to
adjust spending in a timely manner to compensate for any unexpected revenue
shortfall.  We believe that advertising sales in traditional media, such as
television  and radio,  generally are lower in the first and third calendar
quarters.  If the Internet transitions from an emerging to a more developed
form of media,  these same  patterns  may develop in  Internet  advertising
sales.  Internet  advertising  expenditures  may also  develop a  different
seasonality  pattern.  Traffic  levels  on our site and the  Internet  have
typically  declined  during the summer and  year-end  vacation  and holiday
periods.

In addition to selling  advertising,  an increasing portion of our revenues
may be generated from  electronic  commerce  through our  shop.theglobe.com
subsidiary.  We also have existing  electronic  commerce  arrangements with
third  parties  for the  sale  of  merchandise  on our  website  which  are
terminable  upon short notice.  As a result,  our revenues from  electronic
commerce may fluctuate significantly from period to period depending on the
level of demand for products  featured on our site and the  continuation of
our electronic commerce arrangements.

WE DEPEND ON OUR MEMBERS FOR CONTENT AND PROMOTION.

We  depend   substantially   upon  member   involvement   for  content  and
word-of-mouth promotion. Particularly, we depend upon the voluntary efforts
of some highly motivated members who are most active in developing  content
to  attract  other  Internet  users to our site.  This  member  involvement
reduces  the need for us to spend  funds on  content  development  and site
promotion.  However,  we cannot assure you that these members will continue
to  effectively  generate  significant  content  or promote  our site.  Our
business may be materially and adversely affected if our most highly active
members  become  dissatisfied  with  our  services  or  our  focus  on  the
commercialization of those services or for any other reason stop generating
content that effectively promotes our site.

OUR BUSINESS MODEL IS NEW AND UNPROVEN.

Our business model is new and relatively unproven.  This model depends upon
our  ability to obtain  more than one type of  revenue  source by using our
community platform. To be successful,  we must, among other things, develop
and market  products and services that achieve  broad market  acceptance by
our  users,  advertisers  and  electronic  commerce  vendors.  We must also
develop  significant  electronic  commerce  revenues by marketing  products
directly to users and having users purchase  products  through our site. We
cannot assure you that any Internet  community,  including  our site,  will
achieve  broad  market  acceptance  and to be able to generate  significant
electronic  commerce revenues.  We also cannot assure you that our business
model will be  successful,  that it will sustain  revenue growth or that it
will be profitable.

Additionally,  the market for our  products  and  services is new,  rapidly
developing and characterized by an increasing number of market entrants. As
is  typical of most new and  rapidly  evolving  markets,  demand and market
acceptance  for  recently  introduced  products  and  services  are  highly
uncertain  and risky.  Moreover,  because  this  market is new and  rapidly
evolving,  we cannot predict our future growth rate, if any. If this market
fails to develop,  develops more slowly than expected or becomes  saturated
with competitors, or if our products and services do not achieve or sustain
market acceptance, our business would be materially and adversely affected.

OUR ACQUISITIONS OR JOINT VENTURES ENTAIL NUMEROUS RISKS AND UNCERTAINTIES.

As part of our business strategy,  we review acquisition prospects or joint
ventures that we expect to complement our existing  business,  increase our
traffic,   augment  the   distribution   of  our  community,   enhance  our
technological capabilities or increase our electronic commerce revenues. On
February 1, 1999, we acquired  shop.theglobe.com,  formerly known as Azazz,
to develop electronic  commerce retailing on our site. On April 9, 1999, we
acquired Attitude Network, Ltd. to add two leading game enthusiast websites
to our  entertainment  theme.  We have been approached from time to time to
consider and evaluate  potential  business  combinations,  either involving
potential  investments in our Common Stock, or other business  combinations
or joint ventures,  or our acquisition of other companies.  If consummated,
any such transaction  could result in a change of control of our company or
could  otherwise be material to our business or to your  investment  in our
Common Stock. We are currently in discussions or  negotiations  for various
transactions of these types, some of which may be material, but we have not
reached  any  binding  agreements.  These  transactions  may or may  not be
consummated.  Our future  acquisitions  or joint  ventures  could result in
numerous risks and uncertainties, including:

     o    potentially dilutive issuances of equity securities,
          which may be freely tradable in the public market;

     o    large and immediate write-offs;

     o    the incurrence of debt and contingent liabilities or
          amortization expenses related to goodwill and other
          intangible assets;

     o    difficulties in the assimilation of operations,
          personnel, technologies, products and information
          systems of the acquired companies;

     o    the diversion of management's attention from other
          business concerns;

     o    the risks of entering geographic and business markets
          in which we have no or limited prior experience such as
          electronic commerce retailing;

     o    the risk that the acquired business will not perform as
          expected; and

     o    risks associated with international expansion.

WE MAY BE UNSUCCESSFUL  IN DEVELOPING  BRAND  AWARENESS;  BRAND IDENTITY IS
CRITICAL TO US.

We believe that  establishing and maintaining  awareness of  "theglobe.com"
brand name is critical to attracting  and  expanding  our member base,  the
traffic  on  our   website  and   advertising   and   electronic   commerce
relationships.  If we fail to promote and  maintain  our brand or our brand
value is diluted,  our business,  operating results and financial condition
could be materially adversely affected. The importance of brand recognition
will  increase  because  low  barriers  to entry  continue  to result in an
increased  number of websites.  To promote our brand, we may be required to
continue to increase our financial  commitment to creating and  maintaining
brand awareness.  We may not generate a corresponding  increase in revenues
to justify these costs.  Additionally,  if members,  other Internet  users,
advertisers and customers do not perceive our community experience to be of
high  quality,  or if we introduce  new services or enter into new business
ventures that are not favorably received by these parties, the value of our
brand could be diluted.

WE RELY SUBSTANTIALLY ON ADVERTISING REVENUES.

We  derive  a  substantial  portion  of  our  revenues  from  the  sale  of
advertisements  on our  website.  We  expect to  continue  to do so for the
foreseeable  future.  For the year ended December 31, 1998 and for the nine
months ended September 30, 1999,  advertising  revenues represented 89% and
83%,  respectively,  of our total revenues. Our business model and revenues
are highly  dependent  on the  amount of traffic on our site.  The level of
traffic on our site  determines the amount of advertising  inventory we can
sell. Our ability to generate significant  advertising revenues depends, in
part, on our ability to create new advertising  programs  without  diluting
the  perceived  value of our  existing  programs.  Our  ability to generate
advertising revenues will also depend, in part, on the following:

     o    advertisers' acceptance of the Internet as an
          attractive and sustainable medium;

     o    advertisers' willingness to pay for advertising on the
          Internet at current rates;

     o    the development of a large base of users of our
          products and services;

     o    our level of traffic;

     o    the effective development of website content that
          attracts users having demographic characteristics
          attractive to advertisers; and

     o    price competition among websites.

We cannot assure you that the market for Internet advertising will continue
to  emerge  or  become  sustainable.  If the  Internet  advertising  market
develops  slower  than  we  expect,  our  business   performance  would  be
materially adversely affected.  To date,  substantially all our advertising
contracts have been for terms averaging one to three months in length, with
relatively  few  longer  term  advertising  contracts.   Additionally,  our
advertising  customers may object to the placement of their  advertisements
on some  members'  personal  homepages,  the  content  of which  they  deem
undesirable.  For any of the foregoing  reasons,  we cannot assure you that
our current  advertisers  will continue to purchase  advertisements  on our
site.  We  also  compete  with  traditional  advertising  media,  including
television,  radio,  cable and  print,  for a share of  advertisers'  total
advertising  budgets.  This results in significant pricing pressures on our
advertising rates, which could have a material adverse effect on us.

WE RELY ON THIRD  PARTIES OVER WHOM WE HAVE  LIMITED  CONTROL TO MANAGE THE
PLACEMENT OF ADVERTISING ON OUR WEBSITE.

The process of managing  advertising within a large,  high-traffic  website
such as ours is an increasingly  important and complex task. We license our
advertising  management  system from  DoubleClick,  Inc. under an agreement
expiring  April 15, 2000.  DoubleClick  may terminate the agreement upon 30
days' notice if (1) we breach the agreement or (2)  DoubleClick  reasonably
determines  that we have  used  their  advertising  management  system in a
manner that could damage their technology or which reflects  unfavorably on
DoubleClick's  reputation. No assurance can be given that DoubleClick would
not  terminate  the  agreement.   Any   termination   and   replacement  of
DoubleClick's  service could disrupt our ability to manage our  advertising
operations.  Additionally,  we have  entered  into a contract  with  Engage
Technologies,  Inc. for the license of  proprietary  software to manage the
placement  of  advertisements  on  our  website.  This  software  has  been
implemented  and our  relationship  under  the  contract  has not yet  been
material.  There can be no assurance  that this software  will  effectively
manage the placement of  advertisements on our website and that errors will
not  occur.  For  example,  DoubleClick  informed  us in June 1999 that its
method of reporting the number of unique visitors to  theglobe.com  was not
accurate.  We cannot  assure you that there will be no  miscalculations  of
such measurements in the future. Any miscalculations or other problems with
reporting  measurements  could  have  a  material  adverse  effect  on  our
business, financial condition and stock price.

To the extent that we encounter system failures or material difficulties in
the operation of our advertising management systems, we may

     o    be unable to deliver banner advertisements and
          sponsorships through our site; and

     o    be required to provide additional impressions to our
          advertisers after the contract term.

Our obligations to provide  additional  impressions would displace saleable
advertising inventory. This would reduce revenues and could have a material
adverse effect on us.

WE DEPEND SUBSTANTIALLY ON OUR KEY PERSONNEL.

Our performance is substantially  dependent on the continued service of our
senior management and key technical personnel, all of whom have only worked
together  for a short  time.  In  particular,  our  success  depends on the
continued  efforts of our senior  management team,  especially our Co-Chief
Executive Officers,  Co-Presidents,  and co-founders, Todd V. Krizelman and
Stephan J.  Paternot.  We do not carry key person life  insurance on any of
our personnel. The loss of the services of any of our executive officers or
other key  employees  would  likely have a material  adverse  effect on our
business.

WE DEPEND ON HIGHLY QUALIFIED TECHNICAL AND MANAGERIAL PERSONNEL.

Our future  success  also  depends on our  continuing  ability to  attract,
retain and motivate highly  qualified  technical and managerial  personnel.
Our business  plan  requires us to increase our employee base over the next
12 months.  Competition for employees in our industry is intense. We may be
unable to attract,  assimilate  or retain  highly  qualified  technical and
managerial  personnel in the future.  Wages for  managerial  and  technical
employees  are  increasing  and are expected to continue to increase in the
future. We have from time to time in the past experienced, and we expect to
continue to  experience  in the future,  difficulty in hiring and retaining
highly skilled employees with appropriate qualifications.  If we are unable
to attract and retain the technical and managerial  personnel  necessary to
support the growth of our business, our business would likely be materially
and adversely affected.

WE  MAY  NOT  EFFECTIVELY   MANAGE  OUR  GROWTH;  OUR  MANAGEMENT  TEAM  IS
INEXPERIENCED IN THE MANAGEMENT OF A LARGE PUBLIC COMPANY.

Our recent  growth  has placed  significant  strains on our  resources.  To
manage our future  growth,  we must  continue to implement  and improve our
operational  and  financial  software  systems  and  expand  and  train our
employee base. Some of our key employees were hired during 1998,  including
our Chief  Operating  Officer,  who joined us in August  1998 and our Chief
Financial Officer, who joined us in July 1998. In addition, our Director of
Marketing,  Director of Advertising  Sales,  General  Counsel,  Director of
Business  Development,  Director of  Communications  and  Director of Human
Resources each have been with us for less than two years. Furthermore,  the
members of our current senior management, other than the Chairman, have not
had any previous  experience managing a public company or a large operating
company. Accordingly, we cannot assure you that:

     o    we will be able to effectively manage the expansion of
          our operations;

     o    our key employees will be able to work together
          effectively as a team to successfully manage our
          growth;

     o    we will be able to hire, train and manage our growing
          employee base;

     o    our systems, procedures or controls will be adequate to
          support our operations; and

     o    our management will be able to achieve the rapid
          execution necessary to fully exploit the market
          opportunity for our products and services.

Our inability to manage growth  effectively  could have a material  adverse
effect on our business.

OUR  CHAIRMAN  AND VICE  PRESIDENT  OF  CORPORATE  DEVELOPMENT  HAVE  OTHER
INTERESTS AND TIME COMMITMENTS;  WE HAVE CONFLICTS OF INTEREST WITH SOME OF
OUR DIRECTORS.

Because our Chairman and our Vice  President of Corporate  Development  are
officers or employees of other companies, we will have to compete for their
time.  Michael S. Egan is our Chairman.  Mr. Egan serves as the Chairman of
our  board  of  directors   and  as  an  executive   officer  with  primary
responsibility   for   day-to-day    strategic   planning   and   financing
arrangements.  Mr. Egan also is the  controlling  investor of Dancing  Bear
Investments,  an  entity  controlled  by Mr.  Egan,  which  is our  largest
stockholder.  Edward  A.  Cespedes  is  our  Vice  President  of  Corporate
Development   with  primary   responsibility   for  corporate   development
opportunities including mergers and acquisitions.  Mr. Cespedes also serves
as a  Managing  Director  of Dancing  Bear  Investments.  Messrs.  Egan and
Cespedes  have not  committed  to devote any specific  percentage  of their
business  time  with  us.   Accordingly,   we  compete  with  Dancing  Bear
Investments  and Messr.  Egan's other  related  entities for their time. In
April  1999,   Mr.  Egan  was  appointed  to  the  board  of  directors  of
Lowestfare.com, an entity with which we have a premier partner relationship
and  in  November   1999,  Mr.  Egan  was  named  Chairman  of  ANC  Rental
Corporation,  a proposed spin-off of the car rental business of AutoNation,
Inc.

We currently have revenue  agreements with entities  controlled by Mr. Egan
and by H. Wayne Huizenga,  one of our directors.  These agreements were not
the result of arm's-length  negotiations,  but we believe that the terms of
these  agreements are on comparable terms as if they were entered into with
unaffiliated  third parties.  The revenues  recognized from such agreements
represented  less than 4% of total  revenue for the third  quarter of 1999.
Due to their  relationships  with their  related  entities,  Messrs.  Egan,
Cespedes and Huizenga will have an inherent  conflict of interest in making
any decision related to transactions between their related entities and us.
We  intend  to  review  related  party  transactions  in  the  future  on a
case-by-case basis.

WE MAY NOT BE ABLE TO KEEP UP WITH RAPID TECHNOLOGICAL AND OTHER CHANGES.

The markets in which we compete are characterized by:

     o    rapidly changing technology;

     o    evolving industry standards;

     o    frequent new service and product announcements,
          introductions and enhancements; and

     o    changing consumer demands.

We may not be able to keep up with these rapid changes. In addition,  these
market  characteristics  are  heightened  by  the  emerging  nature  of the
Internet and the  apparent  need of companies  from varying  industries  to
offer Internet-based products and services. As a result, our future success
depends  on our  ability  to adapt to  rapidly  changing  technologies  and
standards.  We will  also  need to  continually  improve  the  performance,
features  and  reliability  of our  services  in  response  to  competitive
services and product offerings and the evolving demands of the marketplace.
In  addition,  the  widespread  adoption  of new  Internet,  networking  or
telecommunications   technologies  or  other  technological  changes  could
require us to incur  substantial  expenditures  to modify our  services  or
infrastructure and could fundamentally affect the nature of our business.

WE HAVE CAPACITY CONSTRAINT AND SYSTEM DEVELOPMENT RISKS.

A key element of our strategy is to generate a high volume of user traffic.
Our ability to attract  advertisers and to achieve market acceptance of our
products and  services and our  reputation  depend  significantly  upon the
performance of our network  infrastructure,  including our server, hardware
and software. Any system failure,  including network,  software or hardware
failure,  that  causes an  interruption  in our  service or a  decrease  in
responsiveness  of our website could result in reduced  traffic and reduced
revenue,  and could impair our reputation.  Our website must  accommodate a
high volume of traffic  and deliver  frequently  updated  information.  Our
website has in the past and may in the future  experience  slower  response
times for a variety of reasons,  including  system failures and an increase
in the volume of user  traffic on our website.  Accordingly,  we face risks
related to our ability to accommodate  our expected  customer  levels while
maintaining  superior  performance.  In addition,  slower response time may
damage  our  reputation  and  result  in  fewer  users at our site or users
spending less time at our site. This would decrease the amount of inventory
available for sale to advertisers.  Accordingly,  any failure of our server
and  networking  systems to handle  current or higher volumes of traffic at
sufficient  response  times  would  have a material  adverse  effect on our
business.

In the fourth  quarter of 1998 and the first  quarter of 1999, we moved our
principal servers to the New York Teleport  facility in Staten Island,  New
York under a lease with Telehouse International  Corporation of America. We
maintain   computer   hardware,   servers   and   operations   relating  to
shop.theglobe.com  in  Seattle,  Washington  which  are  hosted  by  Exodus
Communications,  Inc. Additionally,  we maintain computer hardware, servers
and operations relating to Attitude Network in Herndon,  Virginia which are
hosted by Frontier GlobalCenter,  and in London,  England, which are hosted
by Telehouse International. Although each of Exodus, Frontier and Telehouse
provides comprehensive facilities management services,  including human and
technical  monitoring of all  production  servers 24  hours-per-day,  seven
days-per-week,  neither Exodus,  Frontier nor Telehouse guarantees that our
Internet access will be uninterrupted, error-free or secure. Our operations
depend on the ability to protect our systems against damage from unexpected
events,  including  fire,  power  loss,  water  damage,  telecommunications
failures and vandalism.  Any disruption in our Internet access could have a
material adverse effect on us. In addition,  computer  viruses,  electronic
break-ins  or other  similar  disruptive  problems  could  also  materially
adversely affect our website.  Our reputation and theglobe.com  brand could
be  materially  and  adversely  affected by any  problems to our site.  Our
insurance policies may not adequately compensate us for any losses that may
occur  due to any  failures  or  interruptions  in our  systems.  We do not
presently have any secondary off-site systems or a formal disaster recovery
plan.

In addition, our users depend on Internet service providers, online service
providers and other website  operators for access to our websites.  Many of
them have experienced significant outages in the past, and could experience
outages,  delays and other difficulties due to system failures unrelated to
our  systems.  Moreover,  the  Internet  infrastructure  may not be able to
support  continued  growth in its use.  Furthermore,  we depend on hardware
suppliers for prompt  delivery,  installation and service of equipment used
to  deliver  our  products  and  services.  Any  of  these  problems  could
materially adversely affect our business.

HACKERS MAY ATTEMPT TO  PENETRATE  OUR  SECURITY  SYSTEM;  ONLINE  SECURITY
BREACHES COULD HARM OUR BUSINESS.

Consumer  and supplier  confidence  in our website  depends on  maintaining
relevant security features. Substantial or ongoing security breaches on our
system  or  other  Internet-based  systems  could  significantly  harm  our
business.  We incur substantial  expenses  protecting against and remedying
security  breaches.  Security breaches also could damage our reputation and
expose  us to a risk of  loss or  litigation.  Experienced  programmers  or
"hackers" have successfully  penetrated our system and we expect that these
attempts will continue to occur from time to time.  Because a hacker who is
able to penetrate our network  security  could  misappropriate  proprietary
information  or cause  interruptions  in our products and services,  we may
have to expend  significant  capital and resources to protect against or to
alleviate problems caused by these hackers. Additionally, we may not have a
timely  remedy  against  a  hacker  who is able to  penetrate  our  network
security.  Such security  breaches could  materially  adversely  affect our
company.  In addition,  the transmission of computer viruses resulting from
hackers  or  otherwise  could  expose  us  to  significant  liability.  Our
insurance policies carry low coverage limits,  which may not be adequate to
reimburse  us for losses  caused by security  breaches.  We also face risks
associated with security breaches affecting third parties with whom we have
relationships.

COMPETITION FOR MEMBERS,  USERS AND ADVERTISERS,  AS WELL AS COMPETITION IN
THE  ELECTRONIC  COMMERCE  MARKET IS INTENSE  AND IS  EXPECTED  TO INCREASE
SIGNIFICANTLY.

The market for members,  users and Internet  advertising  among websites is
new and rapidly evolving.  Competition for members,  users and advertisers,
as well as competition in the electronic commerce market, is intense and is
expected  to  increase  significantly.  Barriers  to entry  are  relatively
insubstantial  and we believe we will face competitive  pressures from many
additional  companies  both in the United  States and abroad.  Accordingly,
pricing  pressure on  advertising  rates will  increase in the future which
could have a material  adverse effect on us. All types of websites  compete
for  users.  Competitor  websites  include  community  sites,  as  well  as
"gateway" or "portal" sites and various other types of websites. We believe
that the principal competitive factors in attracting users to a site are:

     o    functionality of the website;

     o    brand recognition;

     o    member affinity and loyalty;

     o    broad demographic focus;

     o    open access for visitors;

     o    critical mass of users, particularly for community-type
          sites;

     o    services for users; and

     o    pricing and customer service for electronic commerce
          sales.

We compete for users,  advertisers and electronic  commerce  marketers with
the following types of companies:

     o    other online community websites, such as GeoCities,
          which was acquired by Yahoo!; Tripod and AngelFire,
          subsidiaries of Lycos; and Xoom.com;

     o    search engines and other Internet "portal" companies,
          such as Excite@Home, InfoSeek, Lycos and Yahoo!;

     o    online content websites, such as CNET, ESPN.com and
          ZDNet.com;

     o    publishers and distributors of television, radio and
          print, such as CBS, NBC and CNN/Time Warner;

     o    general purpose consumer online services, such as
          America Online and Microsoft Network;

     o    websites maintained by Internet service providers, such
          as AT&T WorldNet, EarthLink and MindSpring;

     o    electronic commerce websites, such as Amazon.com, Etoys
          and CDNow; and

     o    other websites serving game enthusiasts, including Ziff
          Davis' Gamespot and CNET's Gamecenter.

Many of our competitors,  including other community  sites,  have announced
that they are contemplating developing Internet navigation services and are
attempting  to become  "gateway" or "portal"  sites through which users may
enter the web. In the event these  companies  develop  successful  "portal"
sites,   we  could  lose  a  substantial   portion  of  our  user  traffic.
Furthermore,  many  non-community  sites  have  been  developing  community
aspects in their sites.

Many  of  our  existing  and  potential  competitors,  including  companies
operating  web  directories  and  search  engines,  and  traditional  media
companies, have the following advantages:

     o    longer operating histories in the Internet market,

     o    greater name recognition;

     o    larger customer bases; and

     o    significantly greater financial, technical and
          marketing resources

In  addition,   providers  of  Internet   tools  and  services,   including
community-type  sites,  may be acquired by,  receive  investments  from, or
enter into other commercial relationships with larger, well-established and
well-financed companies, such as Microsoft and America Online. For example,
Excite merged with At Home,  America Online acquired  Netscape and Xoom.com
and Snap.com  announced a transaction  in which NBC would merge some of its
online  assets  with  these  entities.  In  addition,  there has been other
significant  consolidation in the industry. This consolidation may continue
in the  future.  We could face  increased  competition  in the future  from
traditional  media  companies,   including  cable,   newspaper,   magazine,
television and radio companies.  A number of these large  traditional media
companies,  including  Disney,  CBS and NBC,  have been  active in Internet
related  activities.  Those  competitors  may be  able  to  undertake  more
extensive  marketing  campaigns for their brands and  services,  adopt more
aggressive  advertising pricing policies and make more attractive offers to
potential employees,  distribution partners, electronic commerce companies,
advertisers,   third-party  content  providers  and  acquisition   targets.
Furthermore,  our existing and potential competitors may develop sites that
are equal or  superior  in  quality  to,  or that  achieve  greater  market
acceptance  than, our site. We cannot assure you that  advertisers  may not
perceive our competitors' sites as more desirable than ours.

To  compete  with other  websites,  we plan to develop  and  introduce  new
features  and   functions,   such  as  increased   capabilities   for  user
personalization  and  interactivity.  We also plan to develop and introduce
new products and services,  such as new content  targeted for specific user
groups with particular  demographic and geographic  characteristics.  These
improvements will require us to spend significant funds and may require the
development or licensing of increasingly complex technologies. Enhancements
of or improvements to our website may contain undetected programming errors
that  require  significant  design  modifications,  resulting  in a loss of
customer  confidence  and user  support  and a decrease in the value of our
brand name.  Our failure to  effectively  develop and produce new features,
functions,  products and services  could affect our ability to compete with
other websites. This could have a material adverse effect on us.

Web  browsers   offered  by  Netscape  and  Microsoft   also   increasingly
incorporate  prominent  search  buttons  that direct  traffic to  competing
services. These features could make it more difficult for Internet users to
find and use our product and services. In the future,  Netscape,  Microsoft
and other browser  suppliers may also more tightly  integrate  products and
services  similar to ours into their  browsers or their  browsers'  pre-set
home page.  Additionally,  entities  that sponsor or maintain  high-traffic
websites or that provide an initial  point of entry for  Internet  viewers,
such as the Regional Bell Operating Companies,  cable companies or Internet
service providers,  such as Microsoft and America Online,  offer and can be
expected to consider  further  development,  acquisition  or  licensing  of
Internet  search and  navigation  functions  that  compete  with us.  These
competitors could also take actions that make it more difficult for viewers
to find and use our products and services.

Additionally,  the electronic  commerce market is new and rapidly evolving,
and we expect  competition among electronic  commerce merchants to increase
significantly.  Because the Internet  allows  consumers  to easily  compare
prices of similar products or services on competing  websites and there are
low  barriers  to  entry  for  potential  competitors,  gross  margins  for
electronic  commerce  transactions  may narrow in the  future.  Many of the
products  that we  sell on our  website  may be  sold by the  maker  of the
product  directly  or  by  other  websites.   Competition   among  Internet
retailers,  our electronic  commerce partners and product makers may have a
material  adverse  effect  on our  ability  to  generate  revenues  through
electronic   commerce   transactions  or  from  these  electronic  commerce
partners.

WE DEPEND ON THE CONTINUED  GROWTH IN THE USE AND  COMMERCIAL  VIABILITY OF
THE WEB.

Our market is new and  rapidly  evolving.  Our  business  is  substantially
dependent  upon the  continued  rapid growth in the use of the Internet and
electronic  commerce on the Internet  becoming more widespread.  Commercial
use of the Internet is  relatively  new.  Web usage may be inhibited  for a
number of reasons, including:

     o    inadequate network infrastructure;

     o    security and authentication concerns with respect to
          transmission over the Internet of confidential
          information, including credit card numbers, or other
          personal information;

     o    ease of access;

     o    inconsistent quality of service;

     o    availability of cost-effective, high-speed service; and

     o    bandwidth availability.

If the Internet develops as a commercial medium more slowly than we expect,
it will  materially  adversely  affect our business.  Additionally,  if web
usage  grows,  the Internet  infrastructure  may not be able to support the
demands placed on it by this growth or its  performance and reliability may
decline.  Websites  have  experienced  interruptions  in their service as a
result of  outages  and other  delays  occurring  throughout  the  Internet
network infrastructure.  If these outages or delays frequently occur in the
future, web usage, as well as usage of our website,  could grow more slowly
or decline.  Also, the Internet's commercial viability may be significantly
hampered due to:

     o    delays in the development or adoption of new operating
          and technical standards and performance improvements
          required to handle increased levels of activity;

     o    increased government regulation; and

     o    insufficient availability of telecommunications
          services which could result in slower response times
          and adversely affect usage of the Internet.

WE MAY BE MATERIALLY  ADVERSELY  AFFECTED IF  ELECTRONIC  COMMERCE DOES NOT
BECOME A  VIABLE  SOURCE  OF  SIGNIFICANT  REVENUES  FOR  THEGLOBE.COM.  IN
ADDITION,  OUR  ELECTRONIC  COMMERCE  BUSINESS  MAY  RESULT IN  SIGNIFICANT
LIABILITY CLAIMS AGAINST US.

In the first  quarter of 1999,  we acquired  shop.theglobe.com,  which is a
direct  marketer of products  over the Internet.  However,  we have limited
experience  in  the  sale  of  products   online  and  the  development  of
relationships with  manufacturers and suppliers of these products.  We also
face many uncertainties which may affect our ability to generate electronic
commerce revenues, including:

     o    our ability to obtain new customers at a reasonable
          cost, retain existing customers and encourage repeat
          purchases;

     o    the likelihood that both online and retail purchasing
          trends may rapidly change;

     o    the level of product returns;

     o    merchandise shipping costs and delivery times;

     o    our ability to manage inventory levels;

     o    our ability to secure and maintain relationships with
          vendors;

     o    the possibility that our vendors may sell their
          products through other sites; and

     o    intense competition for electronic commerce revenues.

Accordingly,  we cannot assure you that  electronic  commerce  transactions
will provide a significant  or  sustainable  source of revenues or profits.
Additionally,  due to the ability of consumers to easily  compare prices of
similar  products or  services on  competing  websites,  gross  margins for
electronic  commerce  transactions  which are narrower than for advertising
businesses may further narrow in the future and, accordingly,  our revenues
and  profits  from  electronic  commerce  arrangements  may  be  materially
negatively  impacted.  If use of the Internet for electronic  commerce does
not  continue  to grow,  our  business  and  financial  condition  would be
materially and adversely affected.

Additionally,  consumers may sue us if any of the products that we sell are
defective,  fail to  perform  properly  or  injure  the  user.  Some of our
agreements  with  manufacturers  contain  provisions  intended to limit our
exposure to liability  claims.  However,  these limitations may not prevent
all  potential   claims.   Liability  claims  could  require  us  to  spend
significant time and money in litigation or to pay significant  damages. As
a result, any claims, whether or not successful, could seriously damage our
reputation and our business.

INTERNET ADVERTISING MAY NOT PROVE AS EFFECTIVE AS TRADITIONAL MEDIA.

The Internet advertising market is new and rapidly evolving.  We cannot yet
gauge its effectiveness as compared to traditional  advertising media. Many
of  our  current  or  potential  advertising  partners  have  little  or no
experience  using  the  Internet  for  advertising  purposes  and they have
allocated only a limited portion of their  advertising  budgets to Internet
advertising.  The adoption of Internet  advertising,  particularly by those
entities that have historically relied upon traditional media, requires the
acceptance of a new way of conducting business,  exchanging information and
advertising  products and  services.  Advertisers  that have  traditionally
relied upon other  advertising  media may be  reluctant to advertise on the
Internet or find it less effective.

No  standards  have been widely  accepted to measure the  effectiveness  of
Internet  advertising  or to  measure  the  demographics  of our user base.
Additionally,  no standards have been widely accepted to measure the number
of members,  unique users or page views  related to a particular  site.  We
cannot assure you that any standards  will become  available in the future,
that standards will accurately  measure our users or the full range of user
activity on our site or that  measurement  services will accurately  report
our user activity  based on their  standards.  If standards do not develop,
advertisers  may not advertise on the Internet.  In addition,  we depend on
third parties to provide these measurement services. These measurements are
often based on sampling  techniques  or other  imprecise  measures  and may
materially differ from each other and from our estimates.  We cannot assure
you that  advertisers will accept our or other parties'  measurements.  The
rejection  by  advertisers  of these  measurements  could  have a  material
adverse effect on our business and financial condition.

The sale of Internet advertising is subject to intense competition that has
resulted in a wide variety of pricing  models,  rate quotes and advertising
services. For example, advertising rates may be based on the number of user
requests for additional  information made by clicking on the advertisement,
known as "click  throughs," or on the number of times an  advertisement  is
displayed to a user, known as "impressions." Our contracts with advertisers
typically guarantee the advertiser a minimum number of impressions.  To the
extent that  minimum  impression  levels are not  achieved  for any reason,
including the failure to obtain the expected  traffic,  our contracts  with
advertisers  may  require us to provide  additional  impressions  after the
contract  term,   which  may  adversely  affect  the  availability  of  our
advertising  inventory.  In  addition,  certain  long-term  contracts  with
advertisers  may be canceled if response rates or sales  generated from our
site are less than  advertisers  expectations.  This  could have a material
adverse effect on us.

Our revenues  could be  materially  adversely  affected if we are unable to
adapt to other pricing models for Internet advertising if they are adopted.
It is  difficult  to predict  which,  if any,  pricing  models for Internet
advertising will emerge as the industry  standard.  This makes it difficult
to project our future advertising rates and revenues.  Additionally,  it is
possible that Internet access providers may, in the future, act to block or
limit  various types of  advertising  or direct  solicitations,  whether at
their own behest or at the request of users.  Moreover,  "filter"  software
programs  that limit or prevent  advertising  from  being  delivered  to an
Internet  user's  computer  are  available.  Widespread  adoption  of  this
software  could  adversely  affect the  commercial  viability  of  Internet
advertising.

WE DEPEND ON THIRD  PARTIES TO INCREASE  TRAFFIC ON OUR SITE AND TO PROVIDE
SOFTWARE AND PRODUCTS.

We are dependent on various websites that provide direct links to our site.
These websites may not attract  significant numbers of users and we may not
receive a significant number of additional users from these  relationships.
We  also  enter  into  agreements  with  advertisers,  electronic  commerce
marketers or other  third-party  websites  that  require us to  exclusively
feature  these parties in  particular  areas or on particular  pages of our
site.  These  exclusivity  agreements  may limit our  ability to enter into
other  relationships.  Our agreements with third party sites do not require
future  minimum  commitments  to use our services or provide  access to our
site and may be terminated at the convenience of the other party. Moreover,
we do not have  agreements  with a majority of the  websites  that  provide
links to our site.  These sites may terminate their links at any time. Many
companies  we  may  pursue  for  strategic  relationships  offer  competing
services.  As a result,  these  competitors  may be reluctant to enter into
strategic relationships with us. Our business could be materially adversely
affected if we do not establish  and maintain  strategic  relationships  on
commercially  reasonable terms or if any of our strategic  relationships do
not result in increased traffic on our website.

Additionally,  we  cannot  assure  you  that we  will  be able to  maintain
relationships  with third  parties that supply us with software or products
that are crucial to our success, or that these software or products will be
able to  sustain  any  third-party  claims or  rights  against  their  use.
Furthermore,  we cannot assure you that the software,  services or products
of those companies that provide access or links to our services or products
will achieve  market  acceptance or  commercial  success.  Accordingly,  we
cannot assure you that our existing  relationships will result in sustained
business  partnerships,  successful  service  or product  offerings  or the
generation of significant revenues for us.

WE MAY NEED TO RAISE ADDITIONAL  FUNDS,  INCLUDING  THROUGH THE ISSUANCE OF
DEBT.

We believe that the net proceeds from our secondary offering, together with
our  current  cash and cash  equivalents,  will be  sufficient  to meet our
anticipated cash needs for working capital and capital expenditures for our
existing business for the next twelve months. However, we may need to raise
additional  funds in the  future  to  acquire  or  operate  any  additional
businesses,  products or  technologies  or joint venture  arrangements.  We
expect that we will continue to experience negative operating cash flow for
the foreseeable  future as a result of significant  spending on advertising
and infrastructure. Accordingly, we may need to raise additional funds in a
timely manner in order to:

     o    fund our anticipated expansion;

     o    develop new or enhanced services or products;

     o    respond to competitive pressures;

     o    acquire complementary products, businesses or
          technologies; and

     o    enter into joint ventures.

If we raise  additional funds through the issuance of equity or convertible
debt  securities,  the  percentage  ownership of our  stockholders  will be
reduced.   Stockholders  may  experience   additional  dilution  and  these
securities  may have  rights  senior to those of the  holders of our Common
Stock. We do not have any contractual  restrictions on our ability to incur
debt.  Any  indebtedness   could  contain   covenants  which  restrict  our
operations.  We  cannot  assure  you  that  additional  financing  will  be
available on terms  favorable  to us, or at all. If adequate  funds are not
available or are not available on acceptable  terms,  our business could be
materially adversely effected. See "Management's Discussion and Analysis of
Financial  Condition  and  Results  of  Operations--Liquidity  and  Capital
Resources."

WE RELY ON INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.

We regard substantial elements of our website and underlying  technology as
proprietary and attempt to protect them by relying on intellectual property
laws  and  restrictions  on  disclosure.   We  also  generally  enter  into
confidentiality   agreements  with  our  employees  and   consultants.   In
connection with our license agreements with third parties we generally seek
to  control  access  to  and  distribution  of  our  technology  and  other
proprietary information.  Despite these precautions, it may be possible for
a third  party  to  copy  or  otherwise  obtain  and  use  our  proprietary
information   without   authorization  or  to  develop  similar  technology
independently.  Thus,  we cannot assure you that the steps taken by us will
prevent  misappropriation  or infringement  of our proprietary  information
which could have a material  adverse  effect on our business.  In addition,
our competitors may independently develop similar technology, duplicate our
products or design around our intellectual property rights.

We pursue the  registration  of our  trademarks  in the  United  States and
internationally.   However,  effective  trademark  and  other  intellectual
property  protection  may not be  available  in every  country in which our
services are distributed or made available  through the Internet.  Policing
unauthorized  use  of  our  proprietary  information  is  difficult.  Legal
standards relating to the validity,  enforceability and scope of protection
of proprietary rights in Internet-related businesses are also uncertain and
still evolving. We cannot assure you about the future viability or value of
any of our proprietary rights.

Litigation  may be  necessary  in the  future to enforce  our  intellectual
property  rights or to determine the validity and scope of the  proprietary
rights of  others.  Furthermore,  we cannot  assure  you that our  business
activities will not infringe upon the proprietary rights of others, or that
other parties will not assert  infringement  claims  against us,  including
claims  related to  providing  hyperlinks  to  websites  operated  by third
parties or providing  advertising  on a keyword basis that links a specific
search  term  entered  by  a  user  to  the   appearance  of  a  particular
advertisement. Moreover, from time to time, third parties may assert claims
of alleged infringement by us or our members of their intellectual property
rights. See note 11 and Item 1 in Part II in this Form 10-Q. Any litigation
claims or counterclaims could impair our business because they could:

     o    be time-consuming;

     o    result in costly litigation;

     o    subject us to significant liability for damages;

     o    result in invalidation of our proprietary rights;

     o    divert management's attention;

     o    cause product release delays; or

     o    require us to redesign our products or require us to
          enter into royalty or licensing agreements that may not
          be available on terms acceptable to us, or at all.

We license from third parties various  technologies  incorporated  into our
site.  As we  continue to  introduce  new  services  that  incorporate  new
technologies,  we may be required  to license  additional  technology  from
others.  We cannot assure you that these  third-party  technology  licenses
will  continue to be  available  to us on  commercially  reasonable  terms.
Additionally,  we cannot  assure you that the third  parties  from which we
license  our  technology  will be able to  defend  our  proprietary  rights
successfully against claims of infringement.  As a result, our inability to
obtain  any  of  these  technology  licenses  could  result  in  delays  or
reductions in the  introduction of new services or could  adversely  affect
the performance of our existing services until equivalent technology can be
identified, licensed and integrated.

We own  the  Internet  domain  names  "theglobe.com,"  "shop.theglobe.com,"
"globelists.com," "tglo.com," "azazz.com," "happypuppy.com, " "realmx.com,"
"kidsdomain.com" and  "gamesdomain.com."  The regulation of domain names in
the United States and in foreign  countries may change.  Regulatory  bodies
could establish  additional  top-level  domains,  appoint additional domain
name registrars or modify the requirements for holding domain names, any or
all of which may dilute the  strength  of our names.  We may not acquire or
maintain our domain names in all of the  countries in which our website may
be accessed,  or for any or all of the  top-level  domain names that may be
introduced. The relationship between regulations governing domain names and
laws protecting  proprietary  rights is unclear.  Therefore,  we may not be
able to prevent third parties from acquiring  domain names that infringe or
otherwise  decrease  the  value of our  trademarks  and  other  proprietary
rights.

WE MAY FACE INCREASED GOVERNMENT  REGULATION AND LEGAL UNCERTAINTIES IN OUR
INDUSTRY.

There are an increasing  number of federal,  state,  local and foreign laws
and  regulations  pertaining  to the  Internet.  In  addition,  a number of
federal,  state, local and foreign legislative and regulatory proposals are
under consideration. Laws or regulations may be adopted with respect to the
Internet   relating  to  liability  for   information   retrieved  from  or
transmitted over the Internet, online content regulation,  user privacy and
quality  of  products  and  services.  Changes  in  tax  laws  relating  to
electronic  commerce could materially  effect our business.  Moreover,  the
applicability  to the Internet of existing  laws  governing  issues such as
intellectual  property  ownership and infringement,  copyright,  trademark,
trade  secret,  obscenity,   libel,  employment  and  personal  privacy  is
uncertain  and  developing.  Any  new  legislation  or  regulation,  or the
application or interpretation of existing laws or regulations, may decrease
the growth in the use of the  Internet,  may impose  additional  burdens on
electronic  commerce or may alter how we do business.  This could  decrease
the demand for our services,  increase our cost of doing business, increase
the costs of  products  sold  through  the  Internet  or  otherwise  have a
material  adverse  effect  on  our  business,  results  of  operations  and
financial condition.  In October 1999 the Federal Trade Commission issued a
regulation  implementing the Children's Online Privacy Protection Act which
regulates the collection of data from children by commercial web sites. The
regulation establishes requirements for disclosure of a web site's policies
concerning  the  collection,  use and  disclosure  of personal  information
regarding  children and for obtaining parental consent for such activities.
The regulation  will become  effective in April 2000. We will be evaluating
how the regulation may effect our operations.

WE  MAY  BE  EXPOSED  TO  LIABILITY  FOR  INFORMATION   RETRIEVED  FROM  OR
TRANSMITTED OVER THE INTERNET OR FOR PRODUCTS SOLD OVER THE INTERNET.

Users may access content on our website or the websites of our distribution
partners or other third parties through  website links or other means,  and
they may download content and subsequently  transmit this content to others
over the  Internet.  This  could  result  in claims  against  us based on a
variety  of  theories,   including   defamation,   obscenity,   negligence,
copyright, trademark infringement or the wrongful actions of third parties.
Other  theories  may be  brought  based  on  the  nature,  publication  and
distribution  of our  content  or based on  errors  or false or  misleading
information  provided  on our  website.  Claims have been  brought  against
online  services  in the past and we have  received  inquiries  from  third
parties  regarding  these  matters.  The claims  could be  material  in the
future.  We could also be  exposed to  liability  for third  party  content
posted by members on their personal web pages or by users in our chat rooms
or on our bulletin boards.

Additionally,  we offer e-mail service,  which a third party provides.  The
e-mail service may expose us to potential  liabilities or claims  resulting
from unsolicited  e-mail, lost or misdirected  messages,  fraudulent use of
e-mail or delays in e-mail  service.  We also  enter into  agreements  with
commerce  partners  and  sponsors  under which we are entitled to receive a
share of any revenue from the purchase of goods and services through direct
links from our site.  After the  shop.theglobe.com  acquisition in February
1999,  we  also  began  selling  products  directly  to  consumers.   Those
arrangements may expose us to additional legal risks, regulations by local,
state,  federal  and  foreign  authorities  and  potential  liabilities  to
consumers  of these  products  and  services,  even if we do not  ourselves
provide  these  products  or  services.  We  cannot  assure  you  that  any
indemnification that may be provided to us in some of these agreements with
these  parties will be adequate.  Even if these claims do not result in our
liability,  we could incur significant costs in investigating and defending
against these claims. The imposition of potential liability for information
carried  on  or  disseminated  through  our  systems  could  require  us to
implement measures to reduce our exposure to liability.  Those measures may
require  the   expenditure   of   substantial   resources   and  limit  the
attractiveness of our services.  Additionally,  our insurance  policies may
not cover all potential liabilities to which we are exposed.

WE MAY HAVE TROUBLE EXPANDING INTERNATIONALLY.

A part of our strategy is to expand into foreign markets. In April 1999, we
acquired  Attitude  Network,  Ltd.,  which  operates  Games Domain and Kids
Domain  through a  wholly-owned  U.K.  subsidiary.  We have not  previously
operated internationally. Additionally, we are not completely familiar with
U.K. law and its  ramifications on our business.  There can be no assurance
that the Internet or our community  model will become  widely  accepted for
advertising and electronic commerce in any international markets. To expand
overseas we intend to seek to acquire  additional  websites  and enter into
relationships with foreign business partners. This strategy contains risks,
including:

     o    we may experience difficulty in managing international
          operations because of distance, as well as language and
          cultural differences;

     o    we or our future foreign business associates may not be
          able to successfully market and operate our services in
          foreign markets;

     o    because of substantial anticipated competition, it will
          be necessary to implement our business strategy quickly
          in international markets to obtain a significant share
          of the market; and

     o    we do not have the content or services necessary to
          substantially expand our operations in many foreign
          markets.

We will unlikely be able to significantly penetrate these markets unless we
gain the relevant  content,  either  through  partnerships,  other business
arrangements  or  possibly  acquisitions  with  content-providers  in these
markets.   There  are  also  risks   inherent  in  doing   business  on  an
international level, including:

     o    unexpected changes in regulatory requirements;

     o    trade barriers;

     o    difficulties in staffing and managing foreign
          operations;

     o    fluctuations in currency exchange rates and the
          introduction of the euro;

     o    longer payment cycles in general;

     o    problems in collecting accounts receivable;

     o    difficulty in enforcing contracts;

     o    political and economic instability;

     o    seasonal reductions in business activity in certain
          other parts of the world; and

     o    potentially adverse tax consequences.

VARIOUS STOCKHOLDERS, INDIVIDUALLY OR IN THE AGGREGATE, MAY CONTROL US.

Michael S. Egan, our Chairman,  beneficially owns or controls,  directly or
indirectly,  9,834,606  shares of our Common  Stock which in the  aggregate
represents approximately 32% of the outstanding shares of our Common Stock.
Todd V. Krizelman and Stephen J. Paternot,  our Co-Chief Executive Officers
and Co-Presidents, together, beneficially own 14% of our Common Stock.

Messrs.  Egan,  Krizelman,  Paternot and Edward A.  Cespedes and Rosalie V.
Arthur, each of whom is a director of our company, and we have entered into
a stockholders'  agreement. As a result of the stockholders' agreement, Mr.
Egan has agreed to vote for up to two  nominees  of Messrs.  Krizelman  and
Paternot to the board of directors and Messrs.  Krizelman and Paternot have
agreed to vote for the nominees of Mr. Egan to the board,  which will be up
to five directors.  Consequently,  Mr. Egan, Krizelman and Paternot control
the ability to elect a majority of our directors.  Additionally, each party
other than Mr. Egan has granted an  irrevocable  proxy with  respect to all
matters subject to a stockholder vote to Dancing Bear Investments, Inc., an
entity  controlled by Mr. Egan,  for any shares held by that party received
upon the exercise of outstanding  warrants for 400,000 shares of our Common
Stock.  The  stockholders'   agreement  also  provides  for  tag-along  and
drag-along rights in connection with any private sale of these securities.

THE YEAR 2000 ISSUE MAY AFFECT OUR OPERATIONS.

Year 2000 issues related to non-compliant information technology systems or
non-information  technology  systems operated by us or by third parties may
affect us. We have  substantially  completed an  assessment of our internal
and external third-party information technology systems and non-information
technology  systems and a test of the information  technology  systems that
support our website.  Following the  acquisition of factorymall in February
of 1999 and  Attitude  in April of 1999,  we began to assess  each of their
internal  and  external  third  party  information  technology  systems and
non-information   technology  systems  and  integrate  those  hardware  and
software systems into ours. At this point in our assessment and testing, we
are not aware of any Year 2000 problems  relating to systems operated by us
or by third  parties  that would have a  material  effect on our  business,
without taking into account our efforts to avoid these  problems.  Based on
our assessment to date, we do not  anticipate  that costs  associated  with
remediating   our   non-compliant   information   technology   systems   or
non-information  technology  systems will be  material,  although we cannot
assure you that this will be the case.  See  "Management's  Discussion  and
Analysis of Financial  Condition and Results of  Operations--Impact  of the
Year 2000."

To the extent that we  finalize  our  assessment  without  identifying  any
material non-compliant  information technology systems operated by us or by
third parties, the most likely worst case Year 2000 scenario is the failure
of one or  more of our  vendors  of  hardware  or  software  or one or more
providers of  non-information  technology  systems to properly identify any
Year 2000  compliance  issues and remediate any issues before  December 31,
1999. A failure could prevent us from operating our business, prevent users
from accessing our website, or change the behavior of advertising customers
or persons  accessing  our website.  We believe  that the primary  business
risks, in the event of a failure, would include, but not be limited to:

     o    lost advertising revenues;

     o    increased operating costs;

     o    loss of customers or persons accessing our website;

     o    other business interruptions of a material nature; and

     o    claims of mismanagement, misrepresentation, or breach
          of contract.

Any of these risks could have a material adverse effect on our business.

OUR STOCK PRICE IS VOLATILE.

The trading price of our Common Stock has been volatile and may continue to
be volatile in response to various factors, including:

     o    quarterly variations in our operating results;

     o    competitive announcements;

     o    changes in financial estimates by securities analysts;

     o    the operating and stock price performance of other
          companies that investors may deem comparable to us; and

     o    news relating to trends in our markets.

The stock market has experienced significant price and volume fluctuations,
and   the   market   prices   of   technology    companies,    particularly
Internet-related  companies,  have  been  highly  volatile.  In  the  past,
following  periods  of  volatility  in  the  market  price  of a  company's
securities,  securities  class action  litigation has often been instituted
against a company.  Litigation,  if instituted,  whether or not successful,
could result in substantial costs and a diversion of management's attention
and resources, which would have a material adverse effect on our business.

THE SALE OF  SHARES  ELIGIBLE  FOR  FUTURE  SALE IN THE OPEN  MARKET  COULD
DEPRESS OUR STOCK PRICE.

Sales of  significant  amounts of Common Stock in the public  market in the
future or the  perception  that  sales  will  occur  could  materially  and
adversely affect the market price of the Common Stock or our future ability
to  raise   capital   through  an  offering   of  our  equity   securities.
Approximately   8,000,978   shares  of   Common   Stock  are  held  by  our
"affiliates,"  within the meaning of the  Securities  Act of 1933,  and are
currently  eligible  for  sale  in the  public  market  subject  to  volume
limitation. Additionally, approximately 615,830 shares issued in connection
with the Azazz  acquisition and 1,418,915  shares issued in connection with
the Attitude acquisition will become eligible for sale in the public market
without restriction in February 2000 and April 2000, respectively.

There are outstanding  options to purchase 4,368,911 shares of Common Stock
which  are  eligible  for  sale  in the  public  market  from  time to time
depending on vesting and the expiration of lock-up agreements. The issuance
of these  securities are registered  under the Securities Act. In addition,
there are  outstanding  warrants to purchase up to 4,011,534  shares of our
Common Stock upon exercise.  Substantially all of our stockholders  holding
restricted  securities,  including  shares  issuable  upon the  exercise of
warrants to purchase our Common Stock, are entitled to registration  rights
under various conditions.

ANTI-TAKEOVER  PROVISIONS  AFFECTING US COULD  PREVENT OR DELAY A CHANGE OF
CONTROL.

Provisions  of  our  charter,  by-laws  and  stockholder  rights  plan  and
provisions of applicable  Delaware law may  discourage,  delay or prevent a
merger or other change of control that a stockholder may:

     o    have the effect of delaying, deferring or preventing a
          change in control of our company;

     o    discourage bids of our Common Stock at a premium over
          the market price; or

     o    adversely affect the market price of, and the voting
          and other rights of the holders of, our Common Stock.

We must  follow  Delaware  laws that  could  have the  effect of  delaying,
deterring or  preventing  a change in control of our company.  One of these
laws  prohibits  us  from  engaging  in a  business  combination  with  any
interested stockholder for a period of three years from the date the person
became an interested  stockholder,  unless  various  conditions are met. In
addition, provisions of our charter and by-laws, and the significant amount
of Common Stock held by our executive  officers,  directors and affiliates,
could together have the effect of discouraging  potential takeover attempts
or making it more difficult for stockholders to change management.

WE DO NOT EXPECT TO PAY CASH DIVIDENDS.

We do not anticipate paying any cash dividends in the foreseeable future.

<PAGE>
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Collection Risks.  theglobe.com's  accounts receivables are subject, in the
normal  course of business,  to  collection  risks.  Although  theglobe.com
regularly  assesses these risks and has policies and business  practices to
mitigate the adverse effects of collection  risks,  significant  losses may
result due to the non-payment of receivables by our advertisers.

Interest Rate Risk. the  globe.com's  return on its investments in cash and
cash  equivalents  and  short-term  securities  is subject to interest rate
risks.  theglobe.com  regularly  assesses  these risks and has  established
policies and business practices to manage the market risk of its short-term
securities.
<PAGE>


                                  PART II

                             OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 11 - Commitments  and  Contingencies  in Part I, Item 1. Condensed
Consolidated Financial Statements.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(c)  SALES OF UNREGISTERED SECURITIES.

NONE.

(d)  USE OF PROCEEDS FROM SALES OF REGISTERED SECURITIES. During the period
     from  December 31, 1998 through  September  30, 1999,  we have used an
     aggregate of $28.1 million for  investments in our website,  including
     enhancements  to our  server  and  networking  infrastructure  and the
     functionality  of our  website,  and for  general  corporate  purposes
     including working capital,  new office facilities and expansion of our
     sales and marketing  capabilities and brand-name  promotions.  We have
     also  used  a  portion  of  such  net  proceeds  for  acquisitions  of
     complementary businesses, services and technology.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

Exhibit Number      Description
--------------      -----------
     27.1           Financial Data Schedule

(b)  Reports on Form 8-K.

     None.


<PAGE>


                                 SIGNATURES

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report on Form 10-Q to be signed on its
behalf by the undersigned thereto duly authorized.


                        theglobe.com, inc.

                        /s/ Francis T. Joyce
                        --------------------

                        Francis T. Joyce
                        Vice President, Chief Financial Officer
                        and Treasurer (Principal Financial and
                        Accounting Officer)

November 12, 1999