AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2000

                     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 MARCH 31, 2000

                                     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 May 8, 2000 was 30,511,522.
<PAGE>


                             THEGLOBE.COM, INC.

                                 FORM 10-Q

                                   INDEX

                        PART I FINANCIAL INFORMATION

                                                                       Page
                                                                       ----

     Item 1.  Condensed Consolidated Financial Statements

              Condensed Consolidated Balance Sheets at March
                31, 2000 (unaudited) and December 31, 1999              1

              Unaudited Condensed Consolidated Statements of
                Operations for the three months ended March
                31, 2000 and 1999                                       2

              Unaudited Condensed Consolidated Statements of
                Cash Flows for the three months ended March
                31, 2000 and 1999                                       3

              Notes to Unaudited Condensed Consolidated
                Financial Statements                                    4

     Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations                    10

     Item 3.  Qualitative and Quantitative Disclosures about
                Market Risk                                            27


                         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-3
<PAGE>

<TABLE>
<CAPTION>

                                      PART I FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                                THEGLOBE.COM, INC.
                                                       CONDENSED CONSOLIDATED BALANCE SHEETS




                                                                           March 31,               December 31,
                                                                             2000                     1999
                                                                       -----------------         -----------------
                                                                          (unaudited)
<S>                                                                    <C>                       <C>

           ASSETS
     Current assets:

       Cash and cash equivalents..............................         $      19,163,869         $      36,585,998
       Short-term investments.................................                23,845,292                19,288,627
       Accounts receivable, net...............................                 5,196,382                 4,219,716
       Prepaid and other current assets.......................                 2,998,495                 1,446,187
                                                                       -----------------         -----------------

         Total current assets.................................                51,204,038                61,540,528

     Other assets.............................................                 6,145,401                   718,750
     Restricted investments...................................                 5,157,290                 3,657,497
     Property and equipment, net..............................                10,511,689                 9,464,291
     Goodwill and other intangible assets, net................                71,864,810                63,462,251
                                                                       -----------------         -----------------

         Total assets.........................................         $     144,883,228         $     138,843,317
                                                                       =================         =================

     LIABILITIES AND STOCKHOLDERS' EQUITY
     Current Liabilities:
       Accounts payable.......................................         $       3,153,610         $       2,722,017
       Accrued expenses.......................................                 3,505,539                 2,439,369
       Accrued compensation...................................                 1,307,509                 1,610,445
       Deferred revenue.......................................                 1,216,493                   565,919
     Current portion of long-term debt and current installments
         of capital lease obligations ........................                 2,036,120                 1,956,982
                                                                       -----------------         -----------------

         Total current liabilities............................                11,219,271                 9,294,732

     Long-term debt and capital lease obligations, excluding
        current installments..................................                 1,823,192                 2,200,895
     Deferred rent............................................                   466,754                   438,263

     Stockholders' equity:
       Common stock...........................................                    30,504                    27,771
       Additional paid-in capital.............................               218,113,074               197,307,293
       Deferred compensation..................................                  (239,295)                 (269,307)
       Accumulated other comprehensive loss...................                    (4,409)                 (109,462)
       Accumulated deficit....................................               (86,525,863)              (70,046,868)
                                                                       -----------------         ------------------

         Total stockholders' equity...........................               131,374,011               126,909,427

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

         Total liabilities and stockholders' equity...........         $     144,883,228         $     138,843,317
                                                                       =================         =================


 See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                               THEGLOBE.COM, INC.
                               UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                                   Three Months Ended
                                                                                        March 31,
                                                                       -------------------------------------------
                                                                              2000                       1999
                                                                       -------------------------------------------
                                                                                        (unaudited)
<S>                                                                    <C>                      <C>

     Revenues:
       Advertising............................................         $       4,615,042         $       3,078,020
       Electronic commerce and other..........................                 2,364,143                   113,784
                                                                       -----------------         -----------------
         Total revenues.......................................                 6,979,185                 3,191,804

     Cost of revenues.........................................                 4,407,998                 1,196,350
                                                                       -----------------         -----------------

     Gross profit.............................................                 2,571,187                 1,995,454

     Operating expenses:
       Sales and marketing....................................                 5,597,098                 2,186,918
       Product development....................................                 2,967,747                 2,113,806
       General and administrative.............................                 3,211,043                 2,754,031
       Amortization of goodwill and intangible assets.........                 7,624,170                 1,360,778
                                                                       -----------------         -----------------

     Total operating expenses.................................                19,400,058                 8,415,533
                                                                       -----------------         -----------------

     Loss from operations.....................................               (16,828,871)               (6,420,079)

     Interest and other income, net...........................                   420,046                   195,626
                                                                       -----------------         -----------------

     Loss before provision for income taxes...................               (16,408,825)               (6,224,453)

     Provision for income taxes...............................                    70,170                    45,889
                                                                       -----------------         -----------------

     Net loss.................................................         $     (16,478,995)        $      (6,270,342)
                                                                       =================         ==================

     Basic and diluted net loss per share.....................         $           (0.57)        $           (0.30)
                                                                       =================         ==================

     Weighted average basic and diluted shares outstanding....                28,804,530                21,089,668
                                                                       =================         =================


                         See accompanying notes to unaudited condensed consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>



                             THEGLOBE.COM, INC.

         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                   Three Months Ended
                                                                                         March 31,
                                                                       -------------------------------------------
                                                                               2000                    1999
                                                                       -------------------------------------------
                                                                                        (unaudited)

<S>                                                                   <C>                       <C>
     Cash flows from operating activities:

      Net loss................................................         $     (16,478,995)        $       (6,270,342)
       Adjustments to reconcile net loss to net
        cash used in operating activities:
        Depreciation and amortization.........................                 8,559,097                 1,623,321
        Loss on sale of short-term securities.................                   134,852                        --
        Deferred rent.........................................                    28,491                   246,623
        Other.................................................                    51,695                    48,188
       Changes in operating assets and liabilities, net of effect
        of acquisitions:

        Accounts receivable, net..............................                    35,552                  (314,464)
        Prepaid and other current assets......................                  (803,045)                  (51,108)
        Other assets..........................................                    93,750                        --
        Accounts payable......................................                (1,490,032)                  (23,084)
        Accrued expenses......................................                 1,008,756                    59,269
        Accrued compensation..................................                  (424,487)                  (20,573)
        Deferred revenue......................................                   310,666                   (25,975)
                                                                       -----------------         -----------------

     Net cash used in operating activities....................                (8,973,700)               (4,728,145)
                                                                       -----------------         -----------------

     Cash flows from investing activities:

      Purchases of short-term securities......................                (7,202,800)              (10,796,291)
      Proceeds from sale and maturities of short-term securities               2,620,202                        --
      Purchases of property and equipment.....................                (1,663,115)                 (566,611)
      Cash paid for acquisitions, net of cash acquired........                  (374,872)                    2,511
      Payments of security deposits, net......................                (1,499,793)               (1,785,011)
                                                                       -----------------         -----------------

     Net cash used in investing activities....................                (8,120,378)              (13,145,402)
                                                                       -----------------         -----------------

     Cash flows from financing activities:

      Payments under capital lease obligations................                  (469,121)                 (232,989)
      Payments of long-term debt..............................                   (56,321)                       --
      Proceeds from exercise of common stock
       options and warrants...................................                   168,954                    97,400
      Net proceeds from issuance of common stock..............                    32,294                        --
                                                                       -----------------         -----------------

     Net cash used in financing activities....................                  (324,194)                 (135,589)
                                                                       -----------------         -----------------


     Net change in cash and cash equivalents..................               (17,418,272)              (18,009,136)


     Effect of exchange rate changes on cash and cash equivalents                 (3,857)                       --


     Cash and cash equivalents at beginning of period.........                36,585,998                29,250,572
                                                                       -----------------         -----------------


     Cash and cash equivalents at end of period...............         $      19,163,869         $      11,241,436
                                                                       =================         =================

     Supplemental disclosure of noncash transactions:

        Equipment acquired under capital leases...............         $          34,277         $         178,864
                                                                       =================         =================

                         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 the theglobe.com

     theglobe.com,  inc. (the "Company" or "theglobe") was  incorporated on
May 1, 1995 (inception) and commenced operations on that date. theglobe.com
is an online  property  with  registered  members  and users in the  United
States and abroad.  theglobe's  users are able to personalize  their online
experience  by  publishing  their own content and  interacting  with others
having similar interests.  The Company's primary revenue source is the sale
of advertising on its online properties, which includes the development and
sale of sponsorship  placements within its web sites.  Additional  revenues
are generated  through the sale of video games and related products through
its  online  store,  the  sale  of  advertising  in its  games  information
magazine, the sale of its games information magazine through newsstands and
subscriptions and electronic commerce revenue shares.

     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 community
solutions by the marketplace.

     (b) Principles of Consolidation

     The condensed  consolidated  financial statements include the accounts
of the  Company and its wholly  owned  subsidiaries  from their  respective
dates of acquisition  (see Note 3). All significant  intercompany  balances
and transactions have been eliminated in consolidation.

     (c) Unaudited Interim Condensed Consolidated Financial Information

     The unaudited interim condensed  consolidated  financial statements of
the Company as of March 31, 2000 and for the three  months  ended March 31,
2000 and 1999 included  herein have been  prepared in  accordance  with the
instructions  for Form 10-Q under the  Securities  Exchange Act of 1934, as
amended, and Article 10 of Regulation S-X under the Securities Act of 1933,
as amended.  Certain information and note disclosures  normally included in
consolidated  financial  statements  prepared in accordance  with generally
accepted  accounting  principles have been condensed or omitted pursuant to
such  rules and  regulations  relating  to interim  condensed  consolidated
financial statements.

     In the  opinion of  management,  the  accompanying  unaudited  interim
condensed   consolidated  financial  statements  reflect  all  adjustments,
consisting  only of normal  recurring  adjustments,  necessary  to  present
fairly the  financial  position  of the  Company at March 31,  2000 and the
results of its  operations  and its cash flows for three months ended March
31, 2000 and 1999.

     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, 1999, and for the three years then
ended and  related  notes  included  in the  Company's  10-K filed with the
Securities and Exchange  Commission.  Certain  reclassifications  have been
made to the 1999 financial statements to conform to the 2000 presentation.

     (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 consolidated  financial  statements and the reported amounts of
revenue and expenses  during the  reporting  period.  Actual  results could
differ from those estimates.

     (e) Cash and Cash Equivalents

     The Company  considers  all highly  liquid  securities  with  original
maturities of three months or less to be cash equivalents. Cash equivalents
were $15.7 million at March 31, 2000 and $30.2 million at December 31, 1999
and consisted of government securities.

     (f) Short-term Investments

     The Company accounts for its short-term investments in accordance with
Statement  of  Financial  Accounting  Standards  No. 115,  "Accounting  for
Certain  Investments in Debt and Equity  Securities" ("SFAS 115"). SFAS 115
establishes  the  accounting  and  reporting   requirements  for  all  debt
securities  and for  investments  in equity  securities  that have  readily
determinable fair market value. All short-term  marketable  securities must
be classified as one of the following: held-to-maturity, available-for-sale
or trading securities. The Company's short-term investments consist of both
held-to-maturity   and   available-for-sale   securities.   The   Company's
held-to-maturity  securities are carried at amortized cost in the statement
of financial  position.  The  amortization  of the discount or premium that
arises  at   acquisition   is   included   in   earnings.   The   Company's
available-for-sale  securities are carried at fair value,  with  unrealized
gains and losses reported as accumulated  other  comprehensive  loss within
stockholders' equity. Unrealized gains and losses are computed on the basis
of the specific  identification method. Realized gains, realized losses and
declines  in value  judged  to be  other-than-temporary,  are  included  in
interest income (expense).  The cost of available-for-sale  securities sold
are based on the  specific-identification  method  and  interest  earned is
included in earnings.

     The Company's  short-term  investments were comprised of the following
at March 31, 2000 and December 31, 1999:

<TABLE>
<CAPTION>
                                                                       MARCH 31,            DECEMBER 31,
                                                                          2000                  1999
                                                                   ------------------     ------------------
                                                                               (IN THOUSANDS)
<S>                                                                <C>                   <C>

                  Available-for-sale securities..................       $      --              $  2,889
                  Held-to-maturity securities....................          23,845                16,400
                                                                   --------------         -------------
                         Short-term investments..................       $  23,845              $ 19,289
                                                                        =========              ========
</TABLE>

     At   December   31,   1999,   the   fair   value   of  the   Company's
available-for-sale  securities  approximated  cost and unrealized gains and
losses were not material.

     (g) Restricted Investments

     Restricted investments includes security deposits held in Certificates
of Deposit and other  interest  bearing  accounts as collateral for certain
capital  equipment  and office  space  leases and escrow  payments  held as
collateral in connection with certain distribution agreements.  In February
2000,  the  Company  placed  into  escrow  approximately  $1.5  million  as
collateral   in   connection   with   its   distribution   agreement   with
Sportsline.com, Inc. (see Note 2).

     (h) Goodwill and Intangible Assets

     Goodwill and  intangible  assets  primarily  relates to the  Company's
acquisitions accounted for under the purchase method of accounting,  or its
purchase of intangible assets. Under the purchase method of accounting, the
excess of the purchase price over the  identifiable  net tangible assets of
the  acquired  entity is  recorded  as  identified  intangible  assets  and
goodwill.  Goodwill  and  intangible  assets  is  stated  at  cost,  net of
accumulated  amortization,  and is being amortized under the  straight-line
method over a 2 to 3 year period,  the expected  period of benefit (3 years
for goodwill).  As of March 31, 2000,  accumulated  amortization  was $28.1
million.

     (i) Comprehensive Loss

     The Company's  comprehensive loss was approximately  $16.4 million and
$6.3  million  for  the  three  months  ended  March  31,  2000  and  1999,
respectively.  The Company's other  comprehensive loss as of March 31, 2000
included  approximately  $4,000  of losses related to its foreign  currency
translation  adjustment.  The  Company's  other  comprehensive  loss  as of
December 31, 1999 included  approximately $108,000 of net unrealized losses
on  short-term  investments  and a $1,000  loss  related  to the  Company's
foreign currency translation adjustment.  The decrease in accumulated other
comprehensive  income as of March 31, 2000 was  attributable to the sale of
certain of the Company's short-term investments.

     (j) Revenue Recognition

     ADVERTISING

     The Company's revenues are derived principally from the sale of online
advertisements  under  short-term  contracts.  To date, the duration of the
Company's online advertising commitments has generally averaged from one to
three months.  Online  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",  defined as the number of 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  Company's  sites are  recorded  as  deferred
revenues and are recognized as revenue  ratably when the  advertisement  is
displayed. To the extent minimum guaranteed impressions levels are not met,
the  Company  defers  recognition  of  the  corresponding   revenues  until
guaranteed levels are achieved.  The Company's online  advertising  revenue
includes the development and sale of sponsorship  placements within its web
sites.  Development  fees related to the sale of sponsorship  placements on
the Company's web sites are deferred and recognized ratably as revenue over
the term of the contract. The Company also derives revenue through the sale
of advertisements in its games information magazine,  which was acquired in
February 2000.  Advertising revenues for the games information magazine are
recognized at the on-sale date.  Advertising  revenue accounted for 66% and
96% of total  revenues  for three  months  ended  March 31,  2000 and 1999,
respectively.

     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  in the
circumstances.  Revenue from barter  transactions  is  recognized as income
when  advertisements are delivered on the Company's web properties.  Barter
expense is recognized  when the Company's  advertisements  are run on other
companies' web sites,  which  typically  occurs in the same period in which
barter revenue is recognized.  Barter revenues and expenses  represented 2%
and 4% of total  revenues  for the three  months  ended  March 31, 2000 and
1999, respectively.

     ELECTRONIC COMMERCE AND OTHER

     The Company  derives  other  revenues from the sale of video games and
related   products  through  its  online  store,  the  sale  of  its  games
information  magazine through  newsstands and  subscriptions and electronic
commerce  revenue  shares.  Sales from the online store are  recognized  as
revenue when the product is shipped to the customer.  Freight out costs are
included in net sales and have not been  significant  to date.  The Company
provides an allowance for  merchandise  sold through its online store.  The
allowance provided to date has not been significant. Newsstand sales of the
games  information  magazine are  recognized  at the on-sale  date,  net of
provisions for estimated  returns.  Subscriptions  are recorded as deferred
revenue when  initially  received and recognized as income pro ratably over
the  subscription  term.  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  sites.  Sales through
the online store  accounted  for 32% and 4% of total  revenue for the three
months ended March 31, 2000 and 1999, respectively.  Sales of the Company's
games information  magazine through newsstands and subscriptions  accounted
for 2% of total  revenue for the three  months  ended March 31,  2000.  The
Company acquired its games information  magazine in February 2000. To date,
revenues from the Company's  electronic  commerce  revenue share agreements
have been immaterial.

     (k) 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 invests its cash and
cash  equivalents  and  short-term  investments  among a  diverse  group of
issuers and instruments. The Company performs periodic evaluations of these
investments  and the relative  credit  standings of the  institutions  with
which it invests.  At certain  times,  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 of its customers'
financial  condition 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  months  ended  March 31,  2000 and 1999,  there were no
customers that accounted for over 10% of revenues generated by the Company.
The Company had one  customer  that  represented  more than 10% of accounts
receivable as of March 31, 2000 and December 31, 1999.

     (l) Net Loss Per Common Share

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

     Diluted net loss per common share for the three months ended March 31,
2000 and 1999 does not  include  the  effects of (1)  options  to  purchase
4,373,477  and  3,935,662  shares of Common  Stock,  respectively,  and (2)
warrants  to  purchase  4,011,534  and  4,064,828  shares of Common  Stock,
respectively.

     (m) Segment Reporting

     During  1998,  the Company  adopted the  provisions  of  Statement  of
Financial Accounting  Standards No. 131,  "Disclosures About Segments of an
Enterprise  and Related  Information"  ("SFAS 131").  SFAS 131  establishes
annual and interim reporting standards for operating segments of a company.
SFAS  131  requires  disclosures  of  selected  segment-related   financial
information  about  products,  major  customers and geographic  areas.  The
Company is organized in a single  operating  segment for purposes of making
operating decisions and assessing performance. The chief operating decision
maker  evaluates  performance,  makes  operating  decisions  and  allocates
resources based on financial data  consistent with the  presentation in the
accompanying condensed consolidated financial statements.

     The Company's  revenues have been earned  primarily  from customers in
the United States. In addition,  all significant  operations and assets are
based in the United States.

     (n) Recent Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standard  No.  133,  "Accounting  for
Derivative  Instruments and Hedging  Activities" ("SFAS 133"). 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.  The  Company  has not yet
analyzed the impact of this  pronouncement  on its  consolidated  financial
statements.

     In December  1999,  the  Securities  and Exchange  Commission  ("SEC")
issued Staff Accounting Bulletin No. 101 ("SAB 101"),  "Revenue Recognition
in Financial  Statements."  SAB 101 provides  guidance on the  recognition,
presentation,  and disclosure of revenue in financial statements filed with
the SEC.  The SEC issued SAB 101A which  deferred  the  adoption of SAB 101
until no later than June 30, 2000. The Company does not expect the adoption
of SAB  101 to  have  a  material  effect  on  its  consolidated  financial
statements.

     In March  2000,  the FASB  issued  Interpretation  No. 44 ("FIN  44"),
"Accounting  for Certain  Transactions  Involving  Stock  Compensation,  an
Interpretation  of APB No. 25." FIN 44 provides guidance on certain aspects
of applying APB No. 25,  "Accounting for Stock Issued to Employees." FIN 44
is effective  July 1, 2000,  but is also  effective for certain events that
have occurred  after December 15, 1998 or January 12, 2000. To date, FIN 44
has not had a  material  impact  on the  Company's  consolidated  financial
statements.

     In March 2000,  the  Emerging  Issues Task Force of the FASB reached a
consensus on Issue No. 00-2,  "Accounting for Web Site  Development  Costs"
which provides guidance on when to capitalize versus expense costs incurred
to develop a web site. The consensus is effective for web site  development
costs in quarters  beginning  after June 30, 2000.  The Company has not yet
analyzed the impact of this issue on its consolidated financial statements.

     (o) Reclassifications

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

     (2) SPORTSLINE.COM, INC. DISTRIBUTION AGREEMENT

     In February  2000,  the  Company  entered  into a  strategic  two year
partnership with Sportsline.com,  Inc. ("Sportsline"),  whereby the Company
will exclusively  develop and operate community solutions on the Sportsline
web site  ("Sportsline  Agreement").  Under  the  terms  of the  Sportsline
Agreement,  Sportsline received $5.0 million,  paid in the Company's Common
Stock.  The total  shares of Common  Stock  issued in  connection  with the
Sportsline  Agreement were 699,281 at $7.15 per share. The Company recorded
the initial  $5.0  million  payment in Other  Assets and will  amortize the
amount under the straight-line method over the two year contractual term of
the Sportsline Agreement.  The contractual term of the Sportsline Agreement
commenced upon Sportsline's  launch of the Company's community solutions on
its web site in April 2000.  Sportsline can potentially  receive additional
compensation in either stock or cash, based upon the achievement of certain
performance  goals  throughout  the  term  of  the  Sportsline   Agreement.
Additionally, the Company receives the exclusive right to sell advertising,
sponsorships  and  non-sports  related  e-commerce  within  the  Sportsline
community area.

     (3) ACQUISITION OF CHIPS & BITS, INC. AND STRATEGY PLUS, INC.

     On February  24, 2000,  CB  Acquisition  Corp.  ("CB Merger  Sub"),  a
Vermont  corporation  and a wholly-owned  subsidiary of theglobe was merged
with and into Chips & Bits, Inc., a Vermont  corporation  ("Chips & Bits"),
with Chips & Bits as the surviving  corporation (the "CB Merger").  Also on
February  24, 2000,  SP  Acquisition  Corp.  ("SP Merger  Sub"),  a Vermont
corporation and a wholly-owned  subsidiary of theglobe, was merged with and
into Strategy Plus, Inc., a Vermont  corporation  ("Strategy  Plus"),  with
Strategy Plus as the surviving  corporation  (together  with the CB Merger,
the "Mergers"). The Mergers were effected pursuant to an Agreement and Plan
of Merger  dated as of January  13, 2000 by and among  theglobe,  CB Merger
Sub, SP Merger Sub, Chips & Bits,  Strategy Plus, Yale Brozen and Christina
Brozen (the "Merger Agreement").  As a result of the Mergers,  both Chips &
Bits and Strategy Plus became wholly-owned subsidiaries of theglobe.

     The consideration paid by the Company consisted of 1,903,977 shares of
the  Company's  Common  Stock,  valued at $14.9  million.  The Company also
incurred  acquisition  costs of approximately  $0.6 million.  An additional
payment  of $1.3  million  in  newly  issued  shares  of  Common  Stock  is
contingent  upon the attainment of certain  performance  targets by Chips &
Bits and Strategy Plus during the 2000 fiscal year.

     This  transaction  was  accounted  for  under the  purchase  method of
accounting.  The aggregate  purchase price of these  transactions was $15.5
million.  The Company has  preliminarily  allocated $0.6 million to the net
tangible  assets  of  Chips & Bits  and $0.8  million  to the net  tangible
liabilities of Strategy Plus.  The historical  carrying  amounts of the net
tangible   assets   acquired  and   liabilities   assumed  by  the  Company
approximated  their  fair  market  value  on the date of  acquisition.  The
purchase  price in  excess  of the fair  market  value of the net  tangible
assets  acquired and liabilities  assumed by the Company  amounted to $15.7
million and has been  preliminarily  allocated  to  goodwill.  The goodwill
amount will be amortized under the  straight-line  method over an 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,  and the acquisitions of
shop.theglobe.com  and  Attitude  Network,  Ltd.,  acquired in February and
April of 1999,  respectively,  as if they had occurred at the  beginning of
the respective  periods by  consolidating  the results of operations of the
Company,  shop.theglobe.com,  Attitude  Network,  Ltd.,  Chips  & Bits  and
Strategy Plus for the three months ended March 31, 2000 and 1999.
<TABLE>
<CAPTION>

                                                                                            Three Months Ended
                                                                                                   March 31,
                                                                                -------------------------------------------
                                                                                       2000                      1999
                                                                                -----------------      --------------------
                                                                                    (in thousands, except per share data)
<S>                                                                             <C>                        <C>

                  Revenues.................................................     $           8,497         $           6,631
                  Net loss.................................................               (17,579)                  (15,033)
                  Basic and diluted net loss per share.....................     $           (0.59)        $           (0.61)
                  Weighted average basic and diluted shares outstanding....                29,955                    24,794

     (4) PROPERTY AND EQUIPMENT

     Property and equipment consists of the following (in thousands):

                                                                                    March 31,                December 31,
                                                                                      2000                       1999
                                                                                -----------------         -----------------
                                                                                  (unaudited)

     Computer equipment and software, including assets under
       capital leases of $5,864 and $5,830, respectively...............         $          11,694         $           9,613
     Furniture and fixtures, including assets under capital leases of
       $42 and $42, respectively.......................................                     1,636                     1,159
     Leasehold improvements............................................                     2,107                     2,025
                                                                                -----------------         -----------------

                                                                                           15,437                    12,797
     Less accumulated depreciation and amortization, including amounts
       related to assets under capital leases of $2,005 and $1,828,

       respectively....................................................                     4,925                     3,333
                                                                                -----------------         -----------------

              Total....................................................         $          10,512         $           9,464
                                                                                =================         =================
</TABLE>

     (5) 2000 BROAD BASED EMPLOYEE STOCK OPTION PLAN

     In February 2000, the Board of Directors  adopted the 2000 Broad Based
Employee  Stock Option Plan (the "Broad Based Plan").  The Broad Based Plan
authorized the issuance of 850,000 stock  options.  Stock options under the
Broad Based Plan may be granted to officers,  other employees,  consultants
and advisors of the Company.  The Company  intends that at least a majority
of  the  stock   options   issued   under  the  Broad  Based  Plan  are  to
non-management  employees.  A committee  selected by the Company's Board of
Directors has the authority to approve optionees and the terms of the stock
options granted,  including the option price and the vesting terms. Options
granted  under the Broad  Based Plan  expire no later than after a ten year
period.  As of March 31 2000, the Company had  approximately  406,100 stock
options  outstanding under the Broad Based Plan all of which were issued at
an exercise  price equal to the fair market value of the  Company's  Common
Stock on the date of grant.

     (6) COMMITMENTS AND CONTINGENCIES

     (a) Litigation

     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.   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.

     (b) Contingent Stock Issuances

     The  Company,  from time to time,  has entered  into  purchase  and/or
distribution agreements which require the payment of additional cash and/or
the issuance of  additional  Common Stock upon the  occurrence of specified
future events.  The Company intends to satisfy any potential payments under
these  agreements  through the issuance of Common Stock. At March 31, 2000,
the  Company  recorded  approximately  $0.5  million  in Other  Assets  and
Additional  Paid-in-Capital  in connection with these agreements.  To date,
these  payments  have been  calculated  using the fair market  value of the
Company's Common Stock at March 31,2000. This amount will be amortized over
the  remaining  contractual  terms of the  agreements  and will be adjusted
accordingly at each interim balance sheet date for fluctuations in the fair
market value of the Company's  Common Stock and/or  achievement  of certain
performance goals as defined in the agreements.

     (7) SUBSEQUENT EVENTS

     (a) 2000 Stock Option Plan

     In April 2000,  the Company's 2000 Stock Option Plan (the "2000 Plan")
was  adopted  by the Board of  Directors.  The 2000 Plan  reserved  500,000
shares of Common Stock for future issuance.  The 2000 Plan provides for the
grant of "incentive stock options" intended to qualify under Section 422 of
the Code,  stock  options  which do not so qualify and shares of restricted
stock.  The granting of incentive stock options is subject to limitation as
set forth in the 2000 Plan.  Incentive stock options may be granted only to
employees,   including  officers  of  the  Company.  Directors,   officers,
employees and consultants of the Company and its  subsidiaries are eligible
to receive non-qualified stock options and grants of restricted stock under
the 2000 Plan. A committee selected by the Company's Board of Directors has
the  authority  to  approve  optionees  and the terms of the stock  options
granted,  including the option price and the vesting terms. Options granted
under the 2000 Plan  expire  after a ten year period and are subject to the
acceleration  of vesting upon the  occurrence of certain  events.  The 2000
Plan is  subject  to  stockholder  approval  and  will be  voted  on at the
Company's annual stockholder meeting in June 2000.

     (b) Restructuring of Electronic Commerce Operations

     In April 2000,  the  Company's  Board of Directors  approved a plan to
close the Company's electronic commerce operations in Seattle,  Washington.
The  closure  of the  Seattle  operations  is the  result of the  Company's
realignment  of its electronic  commerce  operations to focus on the direct
sale of video  games and  related  products  and  partnerships  with  third
parties  who  are  interested  in  reaching  the  Company's  audiences.  In
connection  with the closure of the Seattle  operations,  the Company  will
record a restructuring  charge of approximately $15.9 million, or $0.52 per
basic and  diluted  share of Common  Stock,  of which  approximately  $14.5
million will be related to non-cash charges.  Significant costs included in
the  restructuring  charge are the  write-off  of goodwill  and  intangible
assets of $13.5  million,  severance  payments  and  related  costs of $0.7
million,  an inventory  write-off of $0.3 million and a write-down  of $0.7
million  related to certain fixed assets to their  residual value that will
not be used in the future operations of theglobe or its  subsidiaries.  The
Company will record the restructuring charge in the second quarter of 2000.
<PAGE>


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

     The  following  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations contains  "forward-looking  statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E  of  the  Securities  Exchange  Act  of  1934.  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. Investors
are cautioned  that any  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  described under
"Risk  Factors"  and  elsewhere in this report.  The  following  discussion
should  be  read  together  with  the  condensed   consolidated   financial
statements and notes to those statements included elsewhere in this report.

     OVERVIEW

     We are one of the  world's  leading  online  properties  with over 5.4
million  unique  visitors in March 2000 based upon Media  Metrix  data.  We
specialize in bringing people together around shared topics of interest. We
deliver "community" through four different streams:  our flagship web site,
theglobe.com, featuring our best-of-breed community products-globeClubs and
uPublish!,  both of which  enable  our users to  personalize  their  online
experience  by  interacting  with other  users  around  similar  interests;
distribution of our customized  community  solutions to strategic  partners
who desire to include  community in their Web properties;  small businesses
looking  to add  "community"  to  their  web  sites;  and a  leading  games
information  network.  Our games information  network includes  HappyPuppy,
GamesDomain,  KidsDomain,  ConsoleDomain,  Chips & Bits,  Inc. and Strategy
Plus,  Inc. Since our inception in May 1995,  significant  developments  to
core  infrastructure  capabilities,  products and  services,  and strategic
partnerships  and  acquisitions  have enabled us to  experience  tremendous
growth in our user base, reach and revenues.

     Our primary  revenue source is the sale of online  advertising,  which
includes the  development  and sale of promotional  sponsorship  placements
within our web sites, with additional  revenues  generated through the sale
of  advertisements  in our games  information  magazine,  the sale of video
games and related  products through our online store, the sale of our games
information  magazine through  newstands and  subscriptions  and electronic
commerce revenue shares.

     In  November  1998,  we  completed  an  initial  public   offering  of
approximately  7.0 million shares of our Common Stock. The initial offering
price was $4.50 per share which  resulted in net proceeds of $27.3 million,
after  underwriting  discounts  of $2.0  million  and  offering  costs $2.0
million.

     In April 1999,  we acquired  Attitude  Networks,  Ltd.,  a provider of
online games information content whose web sites include Happy Puppy, Games
Domain and Kids Domain,  three leading web sites serving game  enthusiasts.
The aggregate  purchase  price amounted to $46.8 million and was comprised,
in part, of approximately 1.6 million shares of newly issued Common Stock.

     In May 1999, we completed a secondary  public  offering of 3.5 million
shares of  Common  Stock at an  offering  price of $20.00  per  share.  Net
proceeds amounted to $65.0 million,  after  underwriting  discounts of $3.5
million and offering costs of $1.5 million.

     In December 1999, we acquired the web hosting assets of Webjump.com, a
web hosting property that primarily focuses on small businesses.  The total
purchase  price for this  transaction  was $13.0  million and was primarily
comprised of 1.1 million shares of newly issued Common Stock. An additional
$12.5  million,  payable  in  newly  issued  shares  of  Common  Stock,  is
contingent upon the attainment of certain  performance targets on or before
November 2000.

     In February  2000, we acquired  Chips & Bits,  Inc. and Strategy Plus,
Inc., providers of online and offline entertainment content focused towards
game  enthusiasts.  The  total  purchase  price  for this  transaction  was
approximately  $15.5  million and was  comprised,  in part,  of 1.9 million
newly issued shares of Common Stock. An additional $1.3 million, payable in
newly issued  shares of Common Stock,  is  contingent on the  attainment of
certain  performance  targets by Chips & Bits, Inc. and Strategy Plus, Inc.
during the 2000 fiscal year.

     RESULTS OF OPERATIONS

     Revenues.  To date,  our primary  revenue  source has been the sale of
advertisements on our online properties, which includes the development and
sale of  sponsorship  placements  within our web sites.  We earn revenue on
sponsorship  contracts for fees relating to the design,  coordination,  and
integration of the customer's  content and links.  Additionally,  we derive
advertising  revenue  through  the  sale  of  advertisements  in our  games
information  magazine which we acquired in February 2000. We sell a variety
of online advertising packages to clients, including banner advertisements,
event sponsorships,  and targeted and direct response  advertisements.  Our
online  advertising   revenues  are  derived  principally  from  short-term
advertising  arrangements,  averaging  one to three  months.  We  generally
guarantee a minimum number of  impressions,  defined as the number of times
that an  advertisement  appears in pages  viewed by the users of our online
properties, for a fixed fee. In addition to advertising revenues, we derive
other revenues through the sale of video games and related products through
our  online  store,  the sale of our  games  information  magazine  through
newsstands and subscriptions and electronic commerce revenue shares.

     Revenues  increased  to $7.0  million for the three months ended March
31, 2000 as compared with $3.2 million for the three months ended March 31,
1999.  Advertising  revenues for the three months ended March 31, 2000 were
$4.6 million, which represented 66% of total revenues. Advertising revenues
for the three  months  ended  March  31,  1999  were  $3.1  million,  which
represented 96% of total revenues.  The growth in advertising  revenues was
primarily attributable to an increase in the number of advertisers, as well
as the average commitment per advertiser, and an increase in the traffic on
our web sites.  We anticipate  that  advertising  revenues will continue to
account for a substantial  share of our total revenues for the  foreseeable
future. Sales of merchandise through our online store accounted for 32% and
4% or total  revenues  for the three  months ended March 31, 2000 and 1999,
respectively.  The increase in electronic  commerce revenue is attributable
to  increased  sales  from  our  online  store.  In order  to  realign  our
e-commerce  operations  to focus on video games and related  products,  the
Company elected to shut down its electronic  commerce operations in Seattle
Washington (see Note 7 of the notes to the condensed consolidated financial
statements). Sales of our games information magazine through newsstands and
subscriptions accounted for 2% of total revenues for the three months ended
March 31,  2000.  We acquired  our games  information  magazine in February
2000. Barter revenues represented 2% of total revenues for the three months
ended March 31, 2000 and 4% of total  revenues  for the three  months ended
March 31, 1999.

     Cost of  Revenues.  Cost of  revenues  consist  primarily  of Internet
connection  charges,  staff  and  related  costs of  operations  personnel,
depreciation  and maintenance  costs of web site equipment and the costs of
merchandise  sold and shipping  fees in  connection  with our online store.
Gross  margins  were 37% and 63% for the three  months ended March 31, 2000
and 1999, respectively.  The period-to-period decrease in the gross margins
was primarily attributable to a higher concentration of electronic commerce
and  advertising  sales in our games  information  magazine,  both of which
traditionally  result  in  lower  gross  margins  than  online  advertising
revenues.  The  absolute  dollar  increase in cost of  revenues  was due to
additional  costs of merchandise  attributed to increased sales through our
online  store,  an  increase in  Internet  connection  costs to support the
increase in web site traffic,  an increase in depreciation  expense related
to increased  equipment  costs and personnel  costs required to support the
expansion of our sites and services. We expect cost of revenues to continue
to increase in absolute  dollars as  additional  connectivity  and staffing
costs will be  required  to support  our future  growth and we  continue to
increase our electronic commerce sales.

     Sales and Marketing. Sales and marketing expenses consist primarily of
salaries   and  related   expenses  of  sales  and   marketing   personnel,
commissions,  advertising and marketing costs,  public relations  expenses,
coupons and other  promotional  activities  and barter  expense.  Sales and
marketing  expense was $5.6  million for the three  months  ended March 31,
2000 as compared  with $2.2  million for the three  months  ended March 31,
1999.  The  period-to-period  increase in sales and  marketing  expense was
attributable to increased salary and related personnel costs to support our
revenue  growth,   increased   advertising   costs,  which  included  costs
associated  with  our  television   advertising  campaign  and  promotional
expenses  required to implement  our branding and  marketing  strategy.  We
expects  sales and marketing  costs to increase in absolute  dollars due to
increased  staffing  costs  necessary  to support our growth and  continued
branding and marketing efforts.

     Product Development. Product development expenses include salaries and
related   personnel  costs,   expenses  incurred  in  connection  with  the
development  of,  testing of and  upgrades  to our web sites and  community
management  tools and  editorial  and content  costs.  Product  development
expenses  increased  to $3.0  million for the three  months ended March 31,
2000 as compared to $2.1 million for the three months ended March 31, 1999.
The  period-to-period  increase was  primarily  attributable  to additional
personnel  costs  required to support  the web sites of  shop.theglobe.com,
acquired in February 1999, and Attitude  Network,  Ltd.,  acquired in April
1999, and to enhance their content and features. The Company has elected to
shut  down   shop.theglobe.com,   its  e-commerce  operations  in  Seattle,
Washington,  in order to focus its e-commerce operations on video games and
related products (see Note 7 of notes to condensed  consolidated  financial
statements).  We intend  to  continue  recruiting  and  hiring  experienced
product  development  personnel who will maintain and upgrade our community
management tools.

     General  and  Administrative  Expenses.   General  and  administrative
expenses  consist  primarily  of salaries and related  personnel  costs for
general corporate functions including finance,  human resources,  legal and
facilities,  outside  legal and  professional  fees,  bad debt expenses and
general corporate overhead costs. General and administrative  expenses were
$3.2  million for the three  months  ended March 31, 2000 as compared  with
$2.8   million   for  the  three   months   ended  March  31,   1999.   The
period-to-period  increase was primarily attributable to increased salaries
and personnel costs  associated  with building of our basic  infrastructure
and increased  provisions for bad debts. The increase in salaries  reflects
the  highly  competitive  nature of hiring  in the new media  industry.  We
expect to incur additional general and  administrative  expenses as we hire
additional  personnel and incur  additional  costs related to the growth of
the business.

     Amortization of Goodwill and Intangible Assets.  Amortization  expense
was $7.6 million for the three months ended March 31, 2000 as compared with
$1.4   million   for  the  three   months   ended  March  31,   1999.   The
period-to-period   increase   in   amortization   expense   was   primarily
attributable to the  acquisitions of Attitude  Network,  Ltd. in April 1999
and Chips & Bits,  Inc. and Strategy  Plus,  Inc. in February  2000 and the
purchase of the web hosting  assets of  Webjump.com  in December  1999. The
Company  recorded  goodwill and intangible  assets of $47.0 million,  $15.7
million  and  $13.0  million,   respectively,   in  connection  with  these
transactions.  The total amount of goodwill and purchased intangibles as of
March 31, 2000 was $100.0 million and is being  amortized over the expected
period  of  benefit  ranging  from  two to three  years  (three  years  for
goodwill).

     Interest  and  other  income,  net.  Interest  and other  income,  net
primarily  includes  interest income from our cash and cash equivalents and
short-term  investments,  interest  expense  related to our  capital  lease
obligations  and  realized  gains and  losses  from the sale of  short-term
investments.  The year-to-year  increase in interest and other income,  net
was primarily attributable to increased interest income earned on increased
cash and cash equivalents and short-term investments resulting from the net
proceeds of our secondary  public  offering of Common Stock.  The increased
interest income was offset by increased  interest  expenses  related to the
assumption of additional  capital lease  obligations and realized losses on
the sale of short-term investments in the first quarter of 2000.

     Income  Taxes.  Income taxes were $70,000 for three months ended March
31, 2000 as compared  with  $46,000  for the three  months  ended March 31,
1999.  Income  taxes were based solely on state and local taxes on business
and investment  capital.  The period-to-period  increase is a result of our
initial and secondary public offerings and our acquisitions which, in turn,
increased our investment  capital.  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 100% valuation allowance against our otherwise  recognizable deferred tax
assets.   At  December  31,  1999,  the  Company  had  net  operating  loss
carryforwards  available for U.S. and foreign tax purposes of $69.5 million
and $1.0 million,  respectively.  These carryforwards  expire through 2019.
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 and May 1999,  as  defined in the
Internal Revenue Code of 1986, as amended (the "Code"),  future utilization
of our net operating  loss  carryforwards  prior to the change of ownership
will be subject to certain limitations or annual restrictions.

     LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 2000, we had  approximately  $19.2 million in cash and
cash equivalents and approximately $23.8 million in short-term investments.
Net cash used in operating activities was $9.0 million for the three months
ended March 31, 2000 as compared to $4.7 million for the three months ended
March 31,  1999.  The  increase  in net cash used in  operating  activities
resulted primarily from an increase in our net operating losses,  exclusive
of   depreciation   expense  and   amortization   expense  related  to  our
acquisitions.  The increase was also  attributable to decreases in accounts
payable  and  accrued  compensation  as well as an  increase in prepaid and
other assets.  These  amounts were offset by increases in accrued  expenses
and deferred revenue.

     Net cash used in investing  activities  was $8.1 million for the three
months  ended March 31,  2000 as  compared  to $13.1  million for the three
months  ended March 31,  1999.  The  decrease in net cash used in investing
activities  is  primarily  attributable  to a decrease  in the  purchase of
short-term  investments  and an increase in the proceeds  received from the
sale of short-term  investments.  These amounts were offset by increases in
the purchase of property and equipment and the cash paid for  acquisitions,
net of cash acquired.

     Net cash used in financing  activities was approximately  $0.3 million
for the three  months  ended March 31, 2000 as compared to $0.1 million for
the three  months  ended March 31,  1999.  The increase in net cash used in
financing  activities  was  primarily  attributable  to an  increase in the
payments made in connection with our capital lease obligations.

     We currently have no material  commitments  other than those under our
capital  and  operating  lease  agreements.  We  expect  to meet our  lease
obligations with our cash and cash equivalents and short-term investments.

     In April 2000,  the  Company's  Board of Directors  approved a plan to
close the Company's electronic commerce operations in Seattle,  Washington.
In connection with the closure of the Seattle operations,  the Company will
record a  restructuring  charge of  approximately  $15.9 million,  of which
approximately  $1.4 million will be related to costs requiring an outlay of
cash.  Significant  cash costs  included  in the  restructuring  charge are
severance  payments and related  costs of $0.7  million,  contractual  rent
payments of $0.2 million and post closing administrative and transportation
costs of $0.5  million,  all of which are  expected to be satisfied by July
2000. We expect to meet these cash  restructuring  charges with our current
cash and cash equivalents and short-term investments.

     Our capital requirements depend on numerous factors,  including market
acceptance of our services, the capital required to maintain our web sites,
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  arrangements  since  our  inception
consistent with the growth in our operations and staffing. Additionally, we
continue to evaluate  possible  investments  in  businesses,  products  and
technologies,  some of which may be material.  Since our inception, we have
incurred  significant  operating  losses and we believe we will continue to
incur operating losses for the foreseeable  future.  We expect that we will
continue to experience  negative  operating cash flows for the  foreseeable
future as a result of our  operating  losses.  We believe  that our current
cash and cash equivalents and short-term  investments will be sufficient to
meet  our   anticipated   cash  needs  for  working   capital  and  capital
expenditures for our existing  business for the next 12 months. We may need
to raise  additional  funds  during 2000 to obtain or operate any  acquired
businesses  or  joint  venture  arrangements.  We  cannot  assure  you that
additional financing will be available on terms favorable to us, or at all.
See  "Risk  Factors  -- We may need to raise  additional  funds,  including
through the issuance of debt."

     EFFECTS OF INFLATION

     Due to  relatively  low levels of  inflation in 1999,  1998,  1997 and
1996,  inflation  has  not  had a  significant  effect  on our  results  of
operations since inception.

     IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standard  No.  133,  "Accounting  for
Derivative  Instruments and Hedging  Activities" ("SFAS 133"). 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.  We have not yet analyzed the
impact of this pronouncement on our consolidated financial statements.

     In December  1999,  the  Securities  and Exchange  Commission  ("SEC")
issued Staff Accounting Bulletin No. 101 ("SAB 101"),  "Revenue Recognition
in Financial  Statements."  SAB 101 provides  guidance on the  recognition,
presentation,  and disclosure of revenue in financial statements filed with
the SEC.  The SEC issued SAB 101A which  deferred  the  adoption of SAB 101
until no later than June 30, 2000. We do not expect the adoption of SAB 101
to have a material effect on our consolidated financial statements.

     In March  2000,  the FASB  issued  Interpretation  No. 44 ("FIN  44"),
"Accounting  for Certain  Transactions  Involving  Stock  Compensation,  an
Interpretation  of APB No. 25." FIN 44 provides guidance on certain aspects
of applying APB No. 25,  "Accounting for Stock Issued to Employees." FIN 44
is effective  July 1, 2000,  but is also  effective for certain events that
have occurred  after December 15, 1998 or January 12, 2000 on a prospective
basis.  To date, FIN 44 has not had a material  impact on our  consolidated
financial statements.

     In March 2000,  the  Emerging  Issues Task Force of the FASB reached a
consensus on Issue No. 00-2,  "Accounting for Web Site Development  Costs",
which provides guidance on when to capitalize versus expense costs incurred
to develop a web site. The consensus is effective for web site  development
costs in quarters  beginning  after June 30, 2000. We have not yet analyzed
the impact of this issue on our consolidated financial statements.
<PAGE>


                                RISK FACTORS

     In addition to the other  information  in this report,  the  following
factors  should be  carefully  considered  in  evaluating  our business and
prospects.

     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 web
          sites;

     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    integrate or successfully develop recent acquisitions;
     o    develop or acquire content for our services;

     o    identify, attract, retain and motivate qualified personnel; and

     o    raise sufficient capital to sustain future operations.

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

     We achieved significant revenue growth during 1998, 1999 and the first
quarter of 2000. Our limited  operating  history makes prediction of future
revenue  growth  difficult.  Additionally,  in an  effort  to  realign  our
electronic  commerce  operations  to  focus  on  video  games  and  related
products,  we elected to shut down our  e-commerce  operations  in Seattle,
Washington.  This could materially and adversely impact our revenue growth.
Accurate predictions of future revenue 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 revenue growth.

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

     We have  incurred net losses since our inception and we expect that we
will continue to incur net losses for the  foreseeable  future.  We had net
losses of approximately  $16.5 million for the three months ended March 31,
2000 and $49.6 million,  $16.0  million,  $3.6 million and $0.8 million for
the years ended December 31, 1999, 1998, 1997 and 1996, respectively. As of
March 31,  2000,  we had an  accumulated  deficit  of  approximately  $86.5
million. The principal causes of our losses are likely to continue to be:

     o    costs resulting from development and enhancement of our services;

     o    amortization expense related to our acquisitions;

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

     o    growth of our sales force;

     o    expansion of our business facilities and systems infrastructure;

     o    failure to generate sufficient revenue to compensate for
          increased costs; and

     o    increased general and administrative expenses;

     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 accurately  predict our future revenues or results of operations.
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 occurs,  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 web sites;

     o    the overall demand for Internet advertising and electronic
          commerce;

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

     o    overall usage and acceptance 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;

     o    realignment of certain business operations, such as closing our
          e-commerce operations in Seattle, Washington;

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

     o    failure to generate significant revenues and profit margins from
          new products and services;

     o    competition from others providing services similar to those of
          ours.

     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 sites 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 Chips &
Bits,  Inc.   subsidiary.   We  also  have  existing   electronic  commerce
arrangements  with  third  parties  for  the  sale  of  merchandise  on our
electronic  commerce  site 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 overall competition in the marketplace.

     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 sites.  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 sites.  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 sites.

     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 or games information  properties ("Games Network").
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 continue to develop  electronic
commerce revenue streams by marketing products directly to users and having
users purchase  products  through our  electronic  commerce 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 slower 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. In April 2000, the
Board of  Directors  approved  a plan to  close  the  Company's  e-commerce
operations in Seattle, Washington (see Note 7 to the condensed consolidated
financial statements and Management's  Discussion and Analysis of Financial
Condition  and  Results  of  Operations).  On April 9,  1999,  we  acquired
Attitude Network,  Ltd. to add two leading game enthusiast web sites to our
entertainment  theme.  On November  20,  1999,  we acquired the web hosting
assets of Webjump.com to expand our home page hosting services. On February
24, 2000, we acquired Chips & Bits, Inc., an electronic  commerce  retailer
that focuses  primarily on game  enthusiasts  and Strategy  Plus,  Inc., an
offline media property that publishes a monthly games magazine. We consider
and evaluate,  from time to time, potential business  combinations,  either
involving  potential  investments  in our  Common  Stock or other  business
combinations,    joint   ventures   alliances   or   business   development
arrangements,  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
          issued at the time of the transaction or if certain tests are met
          or not met, as the case may be. These securities may be freely
          tradable in the public market or subject to registration rights
          which could require us to publicly register a large amount of
          Common Stock, which could have a material adverse effect on our
          stock price;

     o    large and immediate write-offs;

     o    significant write-offs if we determine that the business
          acquisition does not fit;

     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,  and  the  brand  name  of  our  wholly  owned
subsidiaries,  is critical to attracting and expanding our member base, the
traffic  on our web  sites  and our  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 web sites. 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 or Games
Network 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 materially diluted.

     WE RELY SUBSTANTIALLY ON ONLINE ADVERTISING REVENUES.

     We  derive a  substantial  portion  of our  revenues  from the sale of
advertisements  on our web sites.  We expect to  continue  to do so for the
foreseeable future. Our business model and revenues are highly dependent on
the  amount of traffic on our sites and our  ability to  properly  monetize
this traffic.  The level of traffic on our sites  determines  the amount of
online  advertising   inventory  we  can  sell.  Our  ability  to  generate
significant online 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 online 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 web site content that attracts users
          having demographic characteristics attractive to advertisers; and

     o    price competition among web sites.

     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  online
advertising  contracts have been for terms averaging one to three months in
length,   with   relatively   few  longer   term   advertising   contracts.
Additionally,  our online advertising customers may object to the placement
of their advertisements on some members' personal homepages, the content of
which they deem  undesirable.  Moreover,  measurements of site visitors may
not be accurate  or trusted by our  advertising  customers.  For any of the
foregoing reasons,  we cannot assure you that our current  advertisers will
continue to purchase  advertisements  on our sites.  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.

     A  significant  portion of our  revenues  are  derived  from  Internet
companies  that are early stage  entities.  These entities are dependant on
additional  financing in order to survive. For companies such as these, the
risk of default on  outstanding  indebtedness  to us may be higher  than we
anticipate.

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

     The process of managing  advertising  within large,  high-traffic  web
sites  such as ours is an  increasingly  important  and  complex  task.  We
license our advertising  management system from DoubleClick,  Inc. under an
agreement expiring in October 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 web sites. 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 and measure the  placement  of  advertisements  on our web sites and
that errors will not occur.  For example,  Doubleclick  informed us in June
1999 that its report of the numbers of unique  visitors to the theglobe web
site  was  not  accurate.  We  cannot  assure  you  that  there  will be no
miscalculations   of  such  or  other   measurements  in  the  future.  Any
miscalculations  or other problems with reporting these  measurements could
have a material  adverse  effect on our  business,  financial  condition or
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 sites; 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 founders,
our President and Chief Operating Officer and our Chief Financial  Officer.
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
could have a material adverse effect on our business.  Additionally, we are
currently  searching  for  a  new  Chief  Executive  Officer.  There  is no
guarantee  that we will be  successful  in  hiring  a new  Chief  Executive
Officer.

     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.  Furthermore,
there is no  guarantee  that  our  stock  option  plan  will be  considered
attractive  by  industry  standards,  particularly  in light of the  recent
trading levels of our Common Stock.  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 systems and expand and train our employee base. Some of our key
employees  were  hired  during  1998,  including  our  President  and Chief
Operating  Officer,  who joined us in August  1998 and our Chief  Financial
Officer,  who joined us in July 1998.  In  addition,  our General  Counsel,
Director of  Communications  and Director of Human Resources each have been
with us for less than three 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  HAS  OTHER  INTERESTS  AND  TIME  COMMITMENTS;  WE HAVE
     CONFLICTS OF INTEREST WITH SOME OF OUR DIRECTORS.

     Because  our  Chairman,  Mr.  Michael  Egan,  is an  officer  of other
companies,  we will have to compete  for his time.  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 is also the  controlling  investor of Dancing  Bear
Investments,  Inc., an entity  controlled by Mr. Egan, which is our largest
stockholder.  Mr. Egan has not committed to devote any specific  percentage
of his  business  time with us.  Accordingly,  we compete with Dancing Bear
Investments,  Inc. and Mr. Egan's other related  entities for his time. 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 2% of total revenues for the three months
ended  March  31,  2000 and less than 4% and 3% of total  revenues  for the
years ended  December 31, 1999 and 1998.  Due to their  relationships  with
their  related  entities,  Messrs.  Egan 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 servers, 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 web sites  could  result in reduced
traffic and reduced revenue, and could impair our reputation. Our web sites
must  accommodate a high volume of traffic and deliver  frequently  updated
information.  Our  web  sites  have  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 web sites.
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 sites or users  spending  less time at our sites.  This
would decrease the amount of inventory  available for sale to  advertisers.
Accordingly,  any failure of our servers 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.
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  web  sites.   Our  reputation,
theglobe.com  brand and the brands of our subsidiaries  could be materially
and adversely affected by any problems to our sites. 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 web site operators for access to our web sites.
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  web  sites  depends  on
maintaining  relevant  security  features.  Substantial or ongoing security
breaches on our systems 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 systems 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 web sites
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 web
sites compete for users.  Competitor web sites include  community sites and
games  information  networks,  as well as "gateway"  or "portal"  sites and
various other types of web sites. We believe that the principal competitive
factors in attracting users to a site are:

     o    functionality of the web site;

     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    attractiveness of content and services to 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 web sites, such as GeoCities, which was
          acquired by Yahoo!; Tripod and AngelFire, subsidiaries of Lycos;
          and Xoom.com which was acquired by NBC;

     o    search engines and other Internet "portal" companies, such as
          Excite@Home, InfoSeek, which was acquired by the Walt Disney
          Company, Lycos and Yahoo!;

     o    online content web sites, 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    web sites maintained by Internet service providers, such as AT&T
          WorldNet, EarthLink and MindSpring;

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

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

     Many  of  our  competitors,  including  other  community  sites,  have
developed  or may  develop  Internet  navigation  services  and have or are
attempting  to become  "gateway" or "portal"  sites through which users may
enter the web. In the event these companies are successful in their efforts
to become "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 completed a transaction in which NBC merged some of its online
assets with these entities to form NBCi. 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  Walt  Disney Co.,  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 sites. We cannot assure you that  advertisers
may not perceive our competitors' sites as more desirable than ours.

     To compete with other web sites,  we have  developed and will continue
to develop and  introduce  new  features and  functions,  such as increased
capabilities  for user  personalization  and  interactivity.  We also  have
developed and will continue to introduce new products and services, such as
"community  tools" and 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 web sites 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 web sites. 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 services that
compete with ours. These features could make it more difficult for Internet
users to find and use our products 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  web sites 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 web sites 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 web  site  may be sold by the  maker  of the
product  directly  or  by  other  web  sites.  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  relatively  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.  Web sites 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 web  sites,  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  OR  PROFITS  FOR THE
COMPANY.  IN  ADDITION,  OUR  ELECTRONIC  COMMERCE  BUSINESS  MAY RESULT IN
SIGNIFICANT LIABILITY CLAIMS AGAINST US.

     In February 2000, we acquired Chips & Bits, Inc., a direct marketer of
video  games and  related  products  over the  Internet.  However,  we have
limited  experience  in the sale of  products  online  as  compared  to our
competitors 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 and profits,
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, resulting
          in downward pressure on gross margins.

     In April 2000,  we elected to shut down our  e-commerce  operations in
Seattle,  Washington in order to focus our  e-commerce  operations on video
games  and  related  products  (see  Note 7 of the  condensed  consolidated
financial statements and Management's  Discussion and Analysis of Financial
Condition  and Results of  Operations).  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 web sites,  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 and adversely affected.  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, page views or impressions 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 sites 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.  In addition,  concerns  regarding the privacy of
user data on the Web may reduce the  amount of user data  collected  in the
future, thus reducing our ability to provide targeted advertisements.  This
may, in turn, put downward pressure on CPM's.

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

     We are dependent on various web sites that provide direct links to our
sites. These web sites 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  web sites  that  require  us to
exclusively  feature  these  parties in  particular  areas or on particular
pages of our sites.  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 sites and may be terminated at the  convenience  of the other
party. Moreover, we do not have agreements with a majority of the web sites
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 web sites.

     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,  BUT NOT LIMITED TO,
     THE ISSUANCE OF DEBT.

     Our capital requirements depend on numerous factors,  including market
acceptance of our services, the capital required to maintain our web sites,
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  arrangements  since  our  inception
consistent with the growth in our operations and staffing. Additionally, we
will continue to evaluate possible investments in businesses,  products and
technologies,  some of which may be material.  Since our inception, we have
incurred  significant  operating  losses and we believe we will continue to
incur operating losses for the foreseeable  future.  We expect that we will
continue to experience  negative  operating cash flows for the  foreseeable
future as a result of our  operating  losses.  We believe that our cash and
cash  equivalents  and  short-term  investments  at March 31,  2000 will be
sufficient  to meet our  anticipated  cash  need for  working  capital  and
capital  expenditures  for our  existing  business  for the next 12 months.
However,  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  web  sites  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. In addition, we have filed a number of patent applications
with the United  States  Patent  Office.  However,  effective  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 web sites  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 10 of the  consolidated  financial  statements and "Legal
Proceedings"  under  Item 3 in Part I in this  Form  10-K.  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 sites.  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  have   registered   several   Internet   domain  names   including
"theglobe.com,"    "shop.theglobe.com,"    "globelists.com,"    "tglo.com,"
"azazz.com,"    "happypuppy.com,    "    "realmx.com,"    "kidsdomain.com,"
"gamesdomain.com,"  "webjump.com" and "cdmag.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
web sites 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 and  financial
condition.  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.

     There are certain  various  issues being  discussed by the  accounting
profession  and the Securities  and Exchange  Commission  that would affect
Internet companies accounting policies with regards to revenue recognition,
barter  transactions,  impression  guarantees as they relate to advertising
contracts,  coupon and promotional expenses and customer acquisition costs.
While  these  discussions  remain in the  preliminary  stages as of now, we
cannot predict the impact that certain  proposed  changes would have on our
results of operations, our financial condition or our stock price.

     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 web  sites or the web sites of our
distribution  partners  or other  third  parties  through web site 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 web sites. 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 sites.  After the  shop.theglobe.com  acquisition  in
February  1999, we also began selling  products  directly to consumers.  We
increased our electronic commerce  capabilities  through our acquisition of
Chips & Bits,  Inc. 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.com,
Kids  Domain.com  and  Console   Domain.com  through  a  wholly-owned  U.K.
subsidiary. We had not previously operated  internationally.  Additionally,
we may not be 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,  electronic  commerce or
our Games  Network in any  international  markets.  To expand  overseas  we
intend to seek to acquire additional web sites 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,  9,844,606 shares of our Common Stock which in the aggregate
represents approximately 28% of the outstanding shares of our Common Stock.
Todd V. Krizelman and Stephen J. Paternot, our Co-Chief Executive Officers,
together,  beneficially own 12% of the outstanding  shares of Common Stock.
Accordingly,  Mr.  Egan  would  likely  be  able  to  exercise  significant
influence in any stockholder  vote,  particularly if Messrs.  Krizelman and
Paternot support his position. Yale and Christina Brozen, the former owners
of  Chips  &  Bits,  Inc.  and  Strategy  Plus,   Inc.,   beneficially  own
approximately  6% of the  outstanding  shares of Common Stock as tenants in
the entirety.

     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, Messrs. Egan, Krizelman and Paternot will
likely be able 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.

     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    failure to meet analysts estimates;

     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,  the perception  that sales will occur or the  registration  of
such shares 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. We currently have approximately 18,939,248 shares of
Common Stock that are freely  tradable.  Approximately  7,864,034 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.   On  May  2,  2000,  we  filed  a
registration  statement  on Form S-3 to  register  for  sale the  1,104,972
shares of Common Stock held by  Infonent.com,  Inc.,  issued in  connection
with our acquisition of the web hosting assets of Webjump.com. In addition,
any of the 1,104,972 shares that are not sold pursuant to this registration
statement  will be  eligible  for sale,  subject to volume  limitation,  in
November  2000.  Further,   since   Infonent.com,   Inc.  is  currently  in
bankruptcy,  it may be  eligible to sell all or a portion of the shares not
sold in connection with this registration  statement pursuant to exemptions
from the  securities law afforded to it under  bankruptcy  laws. On May 11,
2000,  we filed a  registration  statement on Form S-3 to register for sale
1,635,966  shares of Common  Stock issued to Yale and  Christina  Brozen as
tenants in the entireties as a result of our  acquisitions  of Chips & Bits
and  Strategy  Plus.  The shares that are not sold under this  registration
statement and 249,159 shares become  eligible for sale in February 2001. In
connection  with our  distribution  agreement  with  Sportsline.com,  Inc.,
699,281 shares will become eligible for sale in the public market,  subject
to volume limitations,  in February 2001. We may issue additional shares in
connection  with this agreement  based upon certain  performance  and stock
price metrics.

     There are outstanding  options to purchase  4,421,477 shares of Common
Stock which become 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.

     THE LOW PRICE OF OUR COMMON  STOCK  COULD  RESULT IN A LOWER PRICE FOR
     OUR COMMON STOCK.

     The  shares of our  Common  Stock are  currently  listed on the Nasdaq
national  market.  Due to the  recent  decline  in the price of our  Common
Stock,  our Common Stock could be suspended or delisted from the Nasdaq due
to their  minimum  trading  requirements,  particularly  if our stock price
falls below $1.00 per share or certain  financial tests are not met. If the
shares of our Common Stock were to be suspended or delisted from the Nasdaq
system,  it would be much more  difficult to dispose of our Common Stock or
obtain accurate quotations as to the price of our securities.

     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:

     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.


     ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

     Collection Risks. Our accounts  receivables are subject, in the normal
course of business, to collection risks. Although we regularly assess these
risks and have  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.  Our return on our  investments  in cash and cash
equivalents  and short-term  investments is subject to interest rate risks.
We  regularly  assesses  these  risks  and have  established  policies  and
business practices to manage the market risk of our short-term securities.

     Foreign  Currency  Risk. We transact  business in the United  Kingdom.
Accordingly,  we are subject to exposure from adverse  movements in foreign
currency  exchange  rates.  The effect of foreign  currency  exchange  rate
fluctuations for 1999 and the first quarter of 2000 was not material. We do
not use derivative financial instruments to limit our foreign currency risk
exposure.
<PAGE>


                                  PART II

                             OTHER INFORMATION

     ITEM 1.   LEGAL PROCEEDINGS

     See Note 6 - "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

     On February 24, 2000, we issued  1,885,125  shares of our Common Stock
in connection with the acquisition of Chips & Bits, Inc. and Strategy Plus,
Inc. In addition,  we issued  18,852  shares of our Common Stock to satisfy
certain  bonus  obligations  that were  triggered  in  connection  with the
acquisition.  Additional  shares  of Common  Stock  may be issued  upon the
attainment of certain  performance  goals in 2000.  This  transaction was a
private  placement  exempt  from  the  registration   requirements  of  the
Securities Act of 1933, as amended, pursuant to Section 4(2).

     On February  23,  2000,  we issued  699,281  shares of Common Stock in
connection  with a distribution  agreement with  Sportsline.com,  Inc. This
transaction  was  a  private   placement   exempt  from  the   registration
requirements  of the Securities Act of 1933, as amended,  pursuant  Section
4(2).

     (d) Use of Proceeds from Sales of Registered Securities.

     On November 13,  1998,  we completed  our initial  public  offering of
approximately  7.0 million  shares of Common  Stock at a price of $4.50 per
share (File No. 333-59751).  We received net proceeds of $27.3 million, net
of $2.0  million in  underwriting  discounts  and $2.0  million in offering
costs.  On May 19, 1999, we completed our secondary  public offering of 3.5
million  shares of Common  Stock at a price of $20.00  per share  (File No.
333-76153).  We received net proceeds of $65.0 million, net of $3.5 million
in underwriting  discounts and $1.5 million in offering costs.  None of the
expenses  incurred in our initial or secondary public offerings were direct
or indirect payments to our directors,  officers, general partners or their
associates,  to  persons  owning  ten  percent  or more of any class of our
equity  securities  or to our  affiliates.  As of March 31,  2000,  the net
proceeds  received from our public  offerings have been used for networking
infrastructure  and the  functionality  of our web  sites  and for  general
corporate purposes,  which include working capital,  advertising costs, the
leasing of new office facilities,  the expansion of our sales and marketing
capabilities,  our advertising  campaign and our brand name promotions.  We
have  also used a  portion  of such net  proceeds  for the  acquisition  of
complementary  businesses,  assets,  services and  technology.  None of the
general corporate expenses incurred were direct or indirect payments to our
directors,  officers,  general  partners  or their  associates,  to persons
owning ten percent or more of any class of our equity  securities or to our
affiliates.

     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
         --------------         -----------

         10.1                   2000 Broad Based Employee Stock Option Plan
         27.1                   Financial Data Schedule

     (b) Reports on Form 8-K.

     On  February  23,  2000,  we  filed  a Form  8-K  under  Items 5 and 7
regarding our distribution agreement with Sportsline.com, Inc.

     On  February  24,  2000,  we  filed  a Form  8-K  under  Items 2 and 7
regarding our acquisitions of Chips & Bits, Inc. and Strategy Plus, Inc.


<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)

     May 15, 2000