AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 2002

                       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, 2002

                                       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.)

      2 PENN PLAZA, SUITE 1500
         NEW YORK, NEW YORK                                 10121
  ----------------------------------------                ---------
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

                                 (212) 292-5667

               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 17, 2002 was 31,081,574.


<PAGE>
<TABLE>
<CAPTION>
                               THEGLOBE.COM, INC.

                                    FORM 10-Q

                                      INDEX

                          PART I FINANCIAL INFORMATION


                                                                           Page
                                                                           ----
<S>                                                                        <C>
Item 1. Condensed Consolidated Financial Statements

     Condensed Consolidated Balance Sheets at March 31, 2002 (unaudited)
     and December 31, 2001                                                   1

     Unaudited Condensed Consolidated Statements of Operations for the
     three months ended March 31, 2002 and 2001                              2

     Unaudited Condensed Consolidated Statements of Cash Flows for the
     Three months ended March 31, 2002 and 2001                              3

     Notes to Unaudited Condensed Consolidated Financial Statements          4

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                                9

Item 3.  Qualitative and Quantitative Disclosures about Market Risk          26


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                                            II-1

Signatures                                                                 II-2
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                          PART I FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               THEGLOBE.COM, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                        MARCH 31,    DECEMBER 31,
                                                                         2002            2001
                                                                    --------------  --------------
                                                                     (UNAUDITED)      (NOTE 1(C))
<S>                                                              <C>             <C>
                                ASSETS
Current assets:
   Cash and cash equivalents . . . . . . . . . . . . . . . . . .    $   2,255,790   $   2,563,828
   Short-term investments. . . . . . . . . . . . . . . . . . . .           50,380          50,650
   Accounts receivable, net. . . . . . . . . . . . . . . . . . .        1,236,565       1,537,892
   Inventory, net  . . . . . . . . . . . . . . . . . . . . . . .          527,297         532,565
   Prepaid and other current assets. . . . . . . . . . . . . . .          754,131       1,037,970
                                                                    --------------  --------------
      Total current assets . . . . . . . . . . . . . . . . . . .        4,824,163       5,722,905

   Property and equipment, net . . . . . . . . . . . . . . . . .          221,046         242,802
   Restricted investments. . . . . . . . . . . . . . . . . . . .           74,500           7,000
                                                                    --------------  --------------

      Total assets . . . . . . . . . . . . . . . . . . . . . . .    $   5,119,709   $   5,972,707
                                                                    ==============  ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable . . . . . . . . . . . . . . . . . . . . . . .   $   1,183,558   $   1,340,628
   Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .         848,775       1,039,236
   Deferred revenue . . . . . . . . . . . . . . . . . . . . . . .         231,241         229,476
   Short-term debt  . . . . . . . . . . . . . . . . . . . . . . .         100,806         101,659
                                                                    --------------  --------------
      Total liabilities . . . . . . . . . . . . . . . . . . . . .       2,364,379       2,710,999
Stockholders' equity:
   Common stock . . . . . . . . . . . . . . . . . . . . . . . . .          31,082          31,082
   Additional paid-in capital . . . . . . . . . . . . . . . . . .     218,255,565     218,255,565
   Common stock, 699,281 common shares, held in treasury, at cost        (371,458)       (371,458)
   Accumulated other comprehensive loss  . . . . . . . . . . . . .       (121,136)       (120,866)
   Accumulated deficit . . . . . . . . . . . . . . . . . . . . . .   (215,038,723)   (214,532,615)
                                                                    --------------  --------------
      Total stockholders' equity . . . . . . . . . . . . . . . . .      2,755,330       3,261,708
                                                                    --------------  --------------
      Total liabilities and stockholders' equity . . . . . . . . .  $   5,119,709   $   5,972,707
                                                                    ==============  ==============
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                    THEGLOBE.COM, INC.
                UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                           THREE MONTHS ENDED MARCH 31,
                                                        ---------------------------------
                                                             2002             2001
                                                        --------------  -----------------
                                                                  (UNAUDITED)
<S>                                                     <C>             <C>
Revenues:
     Advertising . . . . . . . . . . . . . . . . . . .  $     667,843   $      2,323,967
     Electronic commerce and other . . . . . . . . . .      1,862,180          2,423,209
                                                        --------------  -----------------
          Total revenues . . . . . . . . . . . . . . .      2,530,023          4,747,176

Cost of revenues . . . . . . . . . . . . . . . . . . .      1,602,121          3,678,744
                                                        --------------  -----------------
       Gross profit  . . . . . . . . . . . . . . . . .        927,902          1,068,432
Operating expenses:
     Sales and marketing . . . . . . . . . . . . . . .      1,020,378          3,794,095
     Product development . . . . . . . . . . . . . . .        186,199          1,799,924
     General and administrative  . . . . . . . . . . .        625,180          2,083,424
     Amortization of goodwill and intangible assets. .              -          2,843,097
                                                        --------------  -----------------
Total operating expenses . . . . . . . . . . . . . . .      1,831,757         10,520,540
                                                        --------------  -----------------
Loss from operations . . . . . . . . . . . . . . . . .       (903,855)        (9,452,108)

Interest and other income, net . . . . . . . . . . . .        400,447             96,482
                                                        --------------  -----------------
Loss before provision for income taxes . . . . . . . .       (503,408)        (9,355,626)
Provision for income taxes . . . . . . . . . . . . . .          2,700            101,713
                                                        --------------  -----------------
Net loss . . . . . . . . . . . . . . . . . . . . . . .  $    (506,108)  $     (9,457,339)
                                                        ==============  =================
Basic and diluted net loss per share:. . . . . . . . .  $       (0.02)  $          (0.31)
                                                        ==============  =================
Weighted average basic and diluted shares outstanding.     31,081,574         30,382,036
                                                        ==============  =================
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                               THEGLOBE.COM, INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                    THREE-MONTHS ENDED MARCH 31,
                                                                                 ----------------------------------
                                                                                       2002              2001
                                                                                 ----------------  ----------------
                                                                                             (UNAUDITED)
<S>                                                                              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       (506,108)  $    (9,457,339)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
   Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . .            21,256         4,177,648
   Gain on sale of Happy Puppy assets. . . . . . . . . . . . . . . . . . . . .          (134,500)                -
   Non-cash favorable settlements of liabilities . . . . . . . . . . . . . . .          (261,927)          (15,480)
   Deferred rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -             9,497
   Changes in operating assets and liabilities, net of
     dispositions:
   Inventory, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              5,268                 -
   Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . .            301,327           900,474
   Prepaid and other current assets . . . . . . . . . . . . . . . . . . . . .            283,839            19,523
   Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (75,144)          293,369
   Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (10,461)       (2,225,069)
   Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              1,765          (274,656)
                                                                                 ----------------  ----------------
Net cash used in operating activities . . . . . . . . . . . . . . . . . . . .           (374,685)       (6,572,033
                                                                                 ----------------  ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of marketable securities. . . . . . . . . . . . . . . .                270                 -
   Proceeds from sale of property and equipment . . . . . . . . . . . . . . .                500                 -
   Purchases of property and equipment  . . . . . . . . . . . . . . . . . . .                  -          (407,689)
   Payment of security deposits / escrow. . . . . . . . . . . . . . . . . . .            (67,500)          (36,282)
   Proceeds from sale of properties . . . . . . . . . . . . . . . . . . . . .            134,500                 -
                                                                                 ----------------  ----------------

Net cash provided by (used in) investing activities . . . . . . . . . . . . .             67,770          (443,971)
                                                                                 ----------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of short-term debt. . . . . . . . . . . . . . . . . . . . . . . .               (853)                -
   Payments under capital lease obligations . . . . . . . . . . . . . . . . .                  -          (474,824)
   Proceeds from exercise of common stock options and
     warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  -               599
                                                                                 ----------------  ----------------

Net cash used in financing activities . . . . . . . . . . . . . . . . . . . .               (853)         (474,225)
                                                                                 ----------------  ----------------
     Net change in cash and cash equivalents. . . . . . . . . . . . . . . . .           (307,768)       (7,490,229)
     Effect of exchange rate changes on cash and cash
       equivalents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               (270)          (46,383)
Cash and cash equivalents at beginning of period. . . . . . . . . . . . . . .          2,563,828        13,349,554
                                                                                 ----------------  ----------------
Cash and cash equivalents at end of period. . . . . . . . . . . . . . . . . .    $     2,255,790   $     5,812,942
                                                                                 ================  ================
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                        3
<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 was an
online  property  with  registered  members  and  users in the United States and
abroad  which  allowed  its  users  to  personalize  their  online experience by
publishing  their  own  content  and  interacting  with  others  having  similar
interests.  However,  due  to  the continuing decline in the advertising market,
the  Company  was  forced  to  take  additional cost-reduction and restructuring
initiatives,  which included closing www.theglobe.com effective August 15, 2001.
The  Company  then  began  to  aggressively  seek  buyers for some or all of its
remaining  online  and  offline  properties,  which  consisted  primarily  of
games-related  properties.  In  October 2001, the Company sold all of the assets
used  in connection with the Games Domain and Console Domain websites to British
Telecommunications  plc,  and all of the assets used in connection with the Kids
Domain  website  to  Kaboose Inc.  In February 2002, the Company sold all of the
assets  used  in  connection  with  the  Happy  Puppy  website  to Internet Game
Distribution,  LLC  (see  Note  4).

     As  of  March 31, 2002, the Company continued to operate its Computer Games
print  magazine  and  the  associated  website  Computer  Games  Online
(www.cgonline.com),  as well as the games distribution business of Chips & Bits,
 ----------------
Inc.  (www.chipsbits.com).  As  of  March  31,  2002,  the  Company continued to
actively explore a number of strategic alternatives for its remaining online and
offline  game properties, including continuing its operations and using its cash
on  hand,  selling  some  or all of these properties and/or entering into new or
different  lines  of  business,  which  may  include investments in real estate.

     As  of  March  31, 2002, the Company's revenue sources are principally from
the  sale of print advertising in its Computer Games magazine; the sale of video
games  and  related  products through Chips & Bits, Inc., its games distribution
business;  the  sale  of  its  Computer  Games  magazine  through newsstands and
subscriptions;  and  the  limited  sales  of  online  advertising.

     The Company's December 31, 2001 consolidated financial statements have been
prepared  assuming the Company will continue as a going concern. The Company has
suffered recurring losses from operations since inception that raise substantial
doubt about its ability to continue as a going concern. The Company has received
a  report  from their independent accountants, relating to the December 31, 2001
audited  financial  statements  containing an explanatory paragraph stating that
the  recurring  loses  from  operations  since  inception  and  requirement  for
additional  financing  raise substantial doubt the Company's ability to continue
as  a  going  concern.  Management  and  the  Board  of  Directors are currently
exploring  a number of strategic alternatives regarding its remaining assets and
the  use  of its cash on-hand, and are also continuing to identify and implement
internal  actions  to  improve  the  Company's  liquidity  and operations. These
alternatives  may include selling assets, which in any such case could result in
significant changes in the Company's business, or entering into new or different
lines  of  business,  which  may  include  investments  in  real  estate.  The
consolidated  financial  statements  do  not  include any adjustments that might
result  from  the  outcome  of  this  uncertainty.

     (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.  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  for the three months ended March 31, 2002 and 2001 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, 2002 and the results of its operations for three
months  ended  March  31,  2002 and 2001 and its cash flows for the three months
ended  March  31,  2002  and  2001.

     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, 2001, and for the three years then ended and related notes
included  in  the  Company's  10-K  filed  with  the  Securities  and  Exchange
Commission.


                                        4
<PAGE>
     (d)  Use  of  Estimates

     The  preparation  of  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 financial
statements and the reported amounts of revenue and expenses during the reporting
period. These estimates and assumptions relate to estimates of collectibility of
accounts  receivable,  the  valuation  of inventory, accruals and other factors.
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 $0 at
March  31,  2002  and  at  December  31,  2001.

     (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 held-to-maturity 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 in stockholders'
equity.  Realized  gains,  realized  losses  and  declines in value judged to be
other-than-temporary,  are included in interest income (expense). All such gains
and  losses  are calculated on basis of specific-identification method. Interest
earned  is  included  in  earnings.

     The  Company's  short-term  investments  were comprised of the following at
March  31,  2002  and  December  31,  2001:

                                             MARCH 31, 2002   DECEMBER 31, 2001
                                            ---------------  ------------------
Available-for-Sale Securities . . . . . .   $            50  $               51
Held-to-maturity Securities . . . . . . .                 -                   -
                                            ---------------  ------------------
                                            $            50  $               51
                                            ===============  ==================

     (g)  Restricted  Investments

     At  March  31,  2002,  restricted  investments  were $74,500, consisting of
$67,500  held  in  escrow  related to the sale of the Happy Puppy property to be
made  available to the Company contingent upon successful transfer of all assets
of  the  Happy  Puppy website, and $7,000 in security deposits related to office
space.  On  May  6,  2002, the $67,500 held in escrow related to the sale of the
Happy  Puppy  was  made  available  to  the  Company.  (See  note  4)

     (h)  Comprehensive  Loss

     The  Company's  comprehensive  loss was approximately $0.4 million and $9.5
million  for  the three months ended March 31, 2002 and 2001, respectively.  The
Company's accumulated other comprehensive loss as of March 31, 2002 and December
31,  2001  consisted  of  approximately  $121,000  and  $121,000  of  losses,
respectively.  The March 31, 2002 and December 31, 2001 other comprehensive loss
is  related  to  the  Company's  foreign  currency  translation  adjustment.

     (i)  Inventory

     Inventories,  consisting of products available for sale, are recorded using
the  specific-identification  method  and  valued at the lower of cost or market
value.  The  Company's  provision for obsolescent inventory as of March 31, 2002
and  December  31,  2001  was  $61,633  and  $64,311,  respectively.

     (j)  Revenue  Recognition

     ADVERTISING

     The  Company's  revenues  were  derived  principally from the sale of print
advertisements  under  short-term  contracts  in  our games information magazine
Computer  Games,  which was acquired in February 2000; through the sale of video
games and related products through our games distribution business Chips & Bits,
Inc.;  through the sale of our games information magazine through newsstands and
subscriptions;  and  through  limited  sale of online advertisements principally
under  short-term  advertising  arrangements,  averaging  one  to  three months.


                                        5
<PAGE>
     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, for a fixed fee.
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. Advertising revenue from our
online  sales  accounted  for  $0  and  $1.3  million,  of the total advertising
revenues  for  the  three-month  periods,  ended  March  31,  2002  and  2001,
respectively.

     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
of  the magazine. Advertising revenue from the Company's games magazine, for the
three  months  ended  March 31, 2002 and 2001 was $0.7 million and $1.0 million,
respectively.  Advertising  revenue  accounted for 26% and 49% of total revenues
for  the  three  months  ended  March  31,  2002  and  2001,  respectively.

     ELECTRONIC  COMMERCE  AND  OTHER

     The Company derives other revenues from the sale of video games and related
products through its online store and the sale of its games information magazine
through  newsstands  and  subscriptions.

     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  of  the  magazine,  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. To date revenues from e-commerce revenue
shares  have  been  immaterial.

     Sales through the online store accounted for 36%, or $0.9 million, and 23%,
or $1.1 million, of total revenues for the three months ended March 31, 2002 and
2001,  respectively.  Sales of the Company's games information magazine, through
newsstands  and  subscriptions  accounted  for 38%, or $1.0 million, and 28%, or
$1.3  million,  of  total  revenue for the three months ended March 31, 2002 and
2001,  respectively.  The  Company  acquired  its  games information magazine in
February  2000.

     (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,  trade  accounts receivable and restricted investments. 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.

     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.  Concentration of credit risk is limited due to the Company's large
number  of  customers,  however the Company's online advertising client base has
been  until  recently  concentrated  among  dedicated  internet  companies.

     For the three months ended March 31, 2002 and 2001, there were no customers
that  accounted  for over 10% of revenues generated by the Company.  The Company
had  no  customers  that  represented more than 10% of accounts receivable as of
March  31, 2002.  The Company had no suppliers that represented more than 10% of
accounts  payable  as  of  March  31,  2002.

     (l)  Net  loss  per  share

     Diluted  net  loss  per  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.


                                        6
<PAGE>
     Diluted  net  loss  per share for the three months ended March 31, 2002 and
2001  does  not  include  the  effects  of (1) options to purchase 2,073,874 and
5,234,803  shares  of  common  stock, respectively, and (2) warrants to purchase
4,011,534  and  4,011,534  shares  of  common  stock,  respectively.

     (m)  Segment  Reporting

     The  Company  applies  the  provisions of Statement of Financial Accounting
Standards  No.  131,  "Disclosures  About  Segments of an Enterprise and Related
Information"  ("SFAS  131"),  which  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

     On  January  1, 2002, the Company was required to adopt the full provisions
of  SFAS  No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 requires
that  purchased  goodwill  and certain indefinite-lived intangibles no longer be
amortized,  but instead be tested for impairment at least annually. This testing
requires  the comparison of carrying values to fair value and, when appropriate,
requires  the  reduction  of the carrying value of impaired assets to their fair
value.

     As of December 31, 2001, the remaining amount of the Company's goodwill and
other  intangible  assets  were  reduced  to  zero,  primarily  as  a  result of
restructuring  and  impairment charges recorded in the second and fourth quarter
of  2001.  However,  as  required by SFAS No. 142, the following table shows the
Company's  2001  results,  which are presented on a basis comparable to the 2002
results,  adjusted  to  exclude  amortization  expense  related  to  goodwill:

<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED MARCH 31,
                                          2002         2001
                                       -------------  -------------
<S>                                    <C>            <C>
Net loss - as reported                 $   (506,408)  $ (9,457,339)
Add back: Goodwill amortization                   -   $  2,843,097
Net loss - as adjusted                 $   (506,108)  $ (6,614,242)

Basic and diluted net loss per share:
Net loss - as reported                 $      (0.02)  $      (0.31)
Add back: Goodwill amortization                   -   $       0.09
Net loss - as adjusted                 $      (0.02)  $      (0.22)
</TABLE>

     In  August  2001,  the  Financial  Accounting  Standards  Board issued FASB
Statement  No.  144,  Accounting  for  the  Impairment or Disposal of Long-Lived
Assets (Statement 144), which supersedes both FASB Statement No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of  (Statement  121)  and the accounting and reporting provisions of APB Opinion
No. 30, Reporting the Results of Operations-Reporting the Effects of Disposal of
a  Segment  of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events  and  Transactions  (Opinion  30),  for  the  disposal  of a segment of a
business  (as  previously  defined  in  that Opinion). Statement 144 retains the
fundamental provisions in Statement 121 for recognizing and measuring impairment
losses on long-lived assets held for use and long-lived assets to be disposed of
by  sale, while also resolving significant implementation issues associated with
Statement  121. For example, Statement 144 provides guidance on how a long-lived
asset  that  is  used  as  part  of  a group should be evaluated for impairment,
establishes  criteria  for  when  a  long-lived  asset  is  held  for  sale, and
prescribes  the accounting for a long-lived asset that will be disposed of other
than by sale. Statement 144 retains the basic provisions of Opinion 30 on how to
present  discontinued  operations  in  the  income  statement  but broadens that
presentation  to  include  a  component of an entity (rather than a segment of a
business).  Unlike  Statement  121, an impairment assessment under Statement 144
will never result in a write-down of goodwill. Rather, goodwill is evaluated for
impairment  under  Statement  No.  142,  Goodwill  and  Other Intangible Assets.

     The Company adopted Statement 144 effective January 1, 2002. Management has
determined that the adoption of Statement 144 for long-lived assets held for use
did not have a material impact on the Company's financial statements because the
impairment  assessment  under  Statement 144 is largely unchanged from Statement
121.  The provisions of the Statement for assets held for sale or other disposal
generally  are  required  to be applied prospectively after the adoption date to
newly  initiated  disposal  activities.

(2)  STOCK  OPTION  REPRICING

     On May 31, 2000, the Company offered to substantially all of its employees,
excluding  executive  officers  and  the Board of Directors, the right to cancel
certain outstanding stock options and receive new options with an exercise price
equal to the then current fair market value of the stock.  Options to purchase a
total  of  approximately  1.1  million  shares, approximately 20% of outstanding
options,  were canceled and approximately 856,000 new options were granted at an
exercise  price of $1.594 per share, which was based on the closing price of the
Company's  common  stock on May 31, 2000.  The new options vest at the same rate
that  they  would  have  vested  under  previous  option  plans.  The Company is
accounting  for  these  re-priced  stock  options  using  variable accounting in
accordance  with  FIN  No.  44.  In addition, as a result of options, which were
granted  within  six  months of the cancellations, an additional 244,000 options
also  require  variable accounting in accordance with FIN No. 44.  For the three
months  ended  March  31, 2002, there was no compensation charge relating to the
re-pricing  due  to  the decrease in value of the common stock price.  Depending
upon  movements  in  the  market  value  of  the  Company's  common  stock, this
accounting  treatment may result in significant non-cash compensation charges in
future  periods.

(3)  COMMITMENTS  AND  CONTINGENCIES

     (a)  Litigation

     On  and after August 3, 2001 and as of the date of this filing, the Company
is  aware that six putative shareholder class action lawsuits were filed against
the  Company,  certain  of  its  current  and former officers and directors, and
several  investment  banks  that  were the underwriters of the Company's initial
public  offering  and  its  May  19, 1999 secondary offering.  The lawsuits were
filed in the United States District Court for the Southern District of New York.
The  complaints  have  been consolidated into a single action and a consolidated
amended  complaint  has  been  filed.  Plaintiffs  allege  that  the underwriter
defendants agreed to allocate stock in the Company's initial public offering and
secondary  offering  to  certain  investors  in  exchange  for  excessive  and
undisclosed  commissions  and  agreements  by those investors to make additional
purchases  of  stock  in  the  aftermarket at pre-determined prices.  Plaintiffs
allege  that  the  Registration  Statements  and  Prospectuses for the Company's


                                        7
<PAGE>
initial  public  offering  and  secondary  offering were false and misleading in
violation  of  the  securities  laws  because  they  did  not  disclose  these
arrangements.  The  actions  seek damages in an unspecified amount.  The Company
and  its  current  and former officers and directors intend to vigorously defend
the  actions. The action is being coordinated with more than three hundred other
nearly  identical actions filed against other companies and no date has been set
for  any  response to the complaint.  Any unfavorable outcome of this litigation
could  have  a  material adverse impact on our business, financial condition and
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

     In connection with the acquisition of the web hosting assets of Webjump.com
in  December  1999,  an  additional  payment  of $12.5 million, payable in newly
issued  shares  of  common  stock,  was  contingent based upon the attainment of
certain  performance  targets  measured  as  of  November  30, 2000.  Management
determined  that  such  targets  were  not  achieved as of the measurement date,
however,  on  February  14,  2001,  the former shareholder group filed a lawsuit
against  the  Company claiming that they are entitled to $9.5 million related to
the  above mentioned targets.  In August 2001, the Company executed a Settlement
Agreement  with  the  trustee  for  Infonent.com  in which the trustee agreed to
dismiss  all  claims  in  return  for  a  payment  of  $175,000.

(4)  DISPOSITIONS  AND  OTHER  INCOME

     On  February  27,  2002 the Company sold to Internet Game Distribution, LLC
all  of  the  assets used in connection with the Happy Puppy website.  The total
consideration  received was $135,000.  The Company received $67,500 immediately,
and  $67,500  to be held in escrow until the Company transferred all assets used
in  connection  with  the  Happy  Puppy  website.  On  May 6, 2002,  $67,500 was
released  to  the  Company.   The  Company  recognized  a  gain  on  the sale of
$134,500.

     The  Company  had  other  non-cash gains from favorable settlement payments
with  vendors  for  $261,921,  which  has  been  included  in  other  income and
accompanying  condensed  consolidated  statement  of  operations.

(5)  SUBSEQUENT  EVENTS

     Effective  May  31,  2002,  our current Chief Executive Officer, Charles M.
Peck,  will  no  longer  be  employed  with  the Company, nor will he serve as a
director on the Company's Board of Directors. As a result, $625,000 is scheduled
to  be  paid  out to Mr. Peck on May 31, 2002, reflecting terms of his severance
package  and  will be recorded in the quarter ended June 30, 2002. Additionally,
options  to  purchase 425,000 shares of the Company's stock at an exercise price
of  $0.035  per  share  were granted to Mr. Peck on May 6, 2002, also reflecting
terms  of  his  severance  package. These options became immediately vested upon
grant.

     Effective June 1, 2002, Michael S. Egan, our Chairman, will also assume the
role  of Chief Executive Officer of the Company. Additionally, effective June 1,
2002,  Edward  A.  Cespedes,  currently  a director of the Company, will also be
appointed  President,  and  Robin  M.  Segaul,  also currently a director of the
Company,  will  also  be  appointed  Treasurer  and  Secretary.


                                        8
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

FORWARD LOOKING STATEMENTS

     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 consolidated financial
statements  and  notes  to  those  statements included elsewhere in this report.

OVERVIEW

     As  of  March 31, 2002, we were a network of three wholly owned properties,
each  of which specializes in the games business by delivering games information
and  selling  games  in the United States and abroad.  These properties are: our
print  publication  Computer  Games  Magazine; our Computer Games Online website
(www.cgonline.com),  which is the online counterpart to Computer Games Magazine;
 ----------------
and,  our Chips & Bits, Inc. (www.chipsbits.com) games distribution company.  As
                              -----------------
of  March  31,  2002,  the  Company  continued  to  actively explore a number of
strategic  alternatives  for  its  remaining online and offline game properties,
including  continuing its operations and using its cash on hand, selling some or
all of these properties and/or entering into new or different lines of business,
which  may  include  investments  in  real  estate.

     As  of  March 31, 2002, our revenues were derived principally from the sale
of  print  advertisements  under  short-term  contracts in our games information
magazine Computer Games, which we acquired in February 2000; through the sale of
video games and related products through our games distribution business Chips &
Bits,  Inc.;  through  the  sale  of  our  games  information  magazine  through
newsstands and subscriptions; and through limited sale of online advertisements.

SUBSEQUENT  EVENTS

     Effective  May  31,  2002,  our current Chief Executive Officer, Charles M.
Peck,  will  no  longer  be  employed  with  the Company, nor will he serve as a
director on the Company's Board of Directors. As a result, $625,000 is scheduled
to  be  paid  out to Mr. Peck on May 31, 2002, reflecting terms of his severance
package  and  will be recorded in the quarter ended June 30, 2002. Additionally,
options  to  purchase 425,000 shares of the Company's stock at an exercise price
of  $0.035  per  share  were granted to Mr. Peck on May 6, 2002, also reflecting
terms  of  his  severance  package. These options became immediately vested upon
grant.

     Effective June 1, 2002, Michael S. Egan, our Chairman, will also assume the
role  of Chief Executive Officer of the Company. Additionally, effective June 1,
2002,  Edward  A.  Cespedes,  currently  a director of the Company, will also be
appointed  President,  and  Robin  M.  Segaul,  also currently a director of the
Company,  will  also  be  appointed  Treasurer  and  Secretary.

RESULTS  OF  OPERATIONS

     Revenues.  Our  revenue  is  currently derived principally from the sale of
print  advertisements  under  short-term  contracts  in  our  games  information
magazine  Computer  Games, which was acquired in February 2000; through the sale
of  video games and related products through games distribution business Chips &
Bits,  Inc.;  through  the  sale  of  our  games  information  magazine  through
newsstands  and subscriptions; and through limited sale of online advertisements
principally  under  short-term  advertising arrangements, averaging one to three
months.

     Revenues  decreased  to  $2.5  million for the three months ended March 31,
2002,  as  compared  to  $4.7 million for the three months ended March 31, 2001.
Advertising  revenues  for  the  three  months  ended  March  31, 2002 were $0.7
million,  which  represented 26% of total revenues. Advertising revenues for the
three  months  ended March 31, 2001 were $2.3 million, which represented 49 % of
total  revenues. The decrease in advertising revenues was primarily attributable
to  a significant industry-wide decrease in the online advertising market, which
is  expected  to continue at least through the full-year 2002, and to a dramatic
reduction in the Company's sales force as part of the August 2001 cost reduction
and  restructuring  initiatives,  which  included  closing  of  www.theglobe.com
website business. Advertising revenue from our online sales accounted for $0 and
$1.3  million,  of  the  total advertising revenues for the three-month periods,
ended  March 31, 2002 and 2001, respectively. Advertising revenue from our games
magazine  accounted  for $0.7 million and $1.0 million, of the total advertising
revenues  for  the  three  month  periods,  ended  March  31,  2002  and  2001,
respectively.

     Sales  of  merchandise  through our online store accounted for 36% of total
revenues for the three months ended March 31, 2002, or $0.9 million, as compared
to  23% for the three months ended March 31, 2001, or $1.1 million. The decrease
was partially attributable to recent advances in console and online games, which
traditionally  have  less  sales  loyalty to our online store, and to a dramatic
reduction  in  the  number of major PC games releases, on which our online store
relies  for  the  majority  of sales and profits. Sales of our games information


                                        9
<PAGE>
magazine  through  newsstands  and  subscriptions accounted for $1.0 million, or
38%,  and  $1.3  million,  or 28%, of total revenues for the three-month periods
ended  March  31, 2002 and 2001, respectively. We acquired our games information
magazine  in  February  2000.  Price  increases  and  significant  increases  in
circulation  account  for  the quarter-over-quarter increase. Barter advertising
revenues  represented  1%  and  0%  of total revenues for the three months ended
March  31,  2002  and  2001,  respectively.

     Cost  of  Revenues.  Cost  of  revenues  consists  primarily  of  Internet
connection  charges,  staff  and  related  costs  of  operations  personnel,
depreciation  and  maintenance costs of website equipment, printing costs of our
games magazine and the costs of merchandise sold and shipping fees in connection
with  our  online store. Gross margins were 36.7% and 22.5% for the three months
ended  March  31, 2002 and 2001, respectively. The quarter-over-quarter increase
in gross margins was primarily attributable to a higher concentration of revenue
derived  from  subscriptions and newsstand sales of the magazine, which has high
gross  margins.

     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,  promotional
activities  and  barter expenses. Sales and marketing expenses were $1.0 million
and  $3.8  million  for  the  three  months  ended  March  31,  2002  and  2001,
respectively.  The  year-to-year  decrease  in  sales  and marketing expense was
attributable  to  reduced personnel costs and decreased advertising costs. As of
March  31,  2002,  we  have  an  internal  advertising  sales  staff  of two (2)
professionals,  both  of  whom are dedicated to selling advertising space in our
Computer  Games  print  magazine,  and  to a lesser extent on our Computer Games
Online  website,  which is the online counterpart to Computer Games magazine. In
August 2001 we were forced to lay off almost all our national sales staff due to
the  continue  decline  in  the  advertising  market.

     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 websites and community management tools, and
editorial  and  content  costs.  Product  development expenses decreased to $0.2
million  for  the three months ended March 31, 2002, as compared to $1.8 million
for the three months ended March 31, 2001. The quarter-over-quarter decrease was
related  to  our restructuring and cost containment initiatives. In August 2001,
we  were  forced  to lay off almost all our product development staff due to the
continue  decline  in  the  business.

     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, directors and officers insurance, bad debt expenses
and  general  corporate overhead costs. General and administrative expenses were
$0.6  million  for  the  three  months ended March 31, 2002, as compared to $2.1
million  for  the  three  months  ended March 31, 2001. The quarter-over-quarter
decrease was primarily attributable to decreased salaries and personnel costs as
a  result  of our restructuring and cost containment initiatives. In August 2001
we were forced to lay off almost all our general and administration staff due to
the  continue  decline  in  the  business.

     Amortization of Goodwill and Intangible Assets. Amortization expense was $0
for  the  three  months  ended  March 31, 2002, compared to $2.8 million for the
three  months  ended  March  31,  2001.  The  quarter-over-quarter  decrease  in
amortization  expense  was  attributable  to  the  write-down  of  goodwill  and
intangibles  assets  that  occurred  in  the  fourth  quarter of 2001 and second
quarter  of  2001.

     On  January  1, 2002, the Company was required to adopt the full provisions
of  SFAS  No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 requires
that  purchased  goodwill  and certain indefinite-lived intangibles no longer be
amortized,  but instead be tested for impairment at least annually. This testing
requires  the comparison of carrying values to fair value and, when appropriate,
requires  the  reduction  of the carrying value of impaired assets to their fair
value.

     As of December 31, 2001, the remaining amount of the Company's goodwill and
other  intangible  assets  were  reduced  to  zero,  primarily  as  a  result of
restructuring  and  impairment charges recorded in the second and fourth quarter
of  2001.  However,  as  required by SFAS No. 142, the following table shows the
Company's  2001  results,  which are presented on a basis comparable to the 2002
results,  adjusted  to  exclude  amortization  expense  related  to  goodwill:

<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED MARCH 31,
                                            2002          2001
                                       -------------  -------------
<S>                                    <C>            <C>

Net loss - as reported                 $   (506,408)  $ (9,457,339)
Add back: Goodwill amortization                   -   $  2,843,097
Net loss - as adjusted                 $   (506,108)  $ (6,614,242)

Basic and diluted net loss per share:
Net loss - as reported                 $      (0.02)  $      (0.31)
Add back: Goodwill amortization                   -   $       0.09
Net loss - as adjusted                 $      (0.02)  $      (0.22)
</TABLE>

     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.  Interest and
other income, net were  $0.4 million and $0.1 million for the three months ended
March  31,  2002  and 2001, respectively.  The quarter-over-quarter increase was
primary  attributable to the sale of the Happy Puppy property ($0.1 million) and
the  favorable  settlement  of  existing  liabilities  ($0.3  million).

     Income  Taxes.  Income taxes were approximately $2,700 for the three months
ended  March  31,  2002,  compared  with $0.1 million for the three months ended
March  31,  2001.  Income  taxes  were  based solely on state and local taxes on
business  and  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,  2001, the Company had net operating loss carry forwards available
for  U.S.  and  foreign  tax  purposes  of  approximately  $110  million.  These
carryforwards  expire  through  2021.  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.
Additionally, any future ownership change could further limit the ability to use
these  carryforwards.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  March  31, 2002, we had approximately $2.3 million in cash and cash
equivalents  and  approximately $50,000 in short-term investments. Net cash used
in  operating activities was $0.4 million and $6.6 million, for the three months
ended  March 31, 2002 and 2001, respectively.  The quarter-over-quarter decrease
in  net  cash used in operating activities resulted primarily from a decrease in
our  net  operating  losses,  exclusive  of depreciation expenses related to our
property  and  equipment  and  non-cash  charges.  This  decrease  was  also
attributable  to  a  reduction  in  accounts  receivable  inventory  and prepaid
expenses,  offset  by  a  reduction  in  accounts  payable and accrued expenses.


                                       10
<PAGE>
     Net  cash  provided  by (used in) investing activities was $0.1 million and
($0.4) million for the three months ended March 31, 2002 and 2001, respectively.
The  increase  in  net  cash  provided  in  investing  activities, was primarily
attributable  to  the  proceeds  from  sale of property offset by the receipt of
security  deposits  and  by  lower  purchases  of  property  and  equipment.

     Net  cash  used  in financing activities was  $853 and $0.5 million for the
three  months  ended  March  31,  2002  and  2001,  respectively.  The
quarter-over-quarter  decrease  was primarily attributable to less capital lease
obligations  in  2002.

     In  connection with the termination of our current Chief Executive Officer,
Charles Peck, $625,000 is scheduled to be paid out to Mr. Peck, reflecting terms
of  his  severance  package.

     Our  capital  requirements  depend  on  numerous  factors, including market
acceptance  of  our services, the capital required to maintain our websites, the
resources  we  devote  to  marketing  and  selling  our  services  and our brand
promotions  and other factors. We have experienced a substantial decrease in our
capital  and  marketing  expenditures  and  lease  arrangements  since last year
consistent with the reduction in our operations and staffing. We have received a
report  from  our  independent  accountants,  relating  to our December 31, 2001
audited  financial  statements  containing an explanatory paragraph stating that
our  recurring  losses  from  operations  since  inception  and  requirement for
additional  financing raise substantial doubt about our ability to continue as a
going  concern.  In  addition  to  the revenue plan, management and the Board of
Directors  are  currently  exploring  a number of strategic alternatives and are
also  continuing  to  identify  and  implement  internal  actions to improve the
Company's  liquidity  or  financial  performance. These alternatives may include
selling  assets,  which  in any such case could result in significant changes in
our  business  plan,  or entering into new or different lines of business, which
may  include  investments  in  real  estate.

     As  of  March  31,  2002,  our  sole  source of liquidity consisted of $2.3
million  of  cash and cash equivalents and short-term investments.  We currently
do  not  have  access to any other sources of funding, including debt and equity
financing facilities.  As of March 31, 2002, our principal commitments consisted
of  amounts outstanding under operating leases.   Due to our cost-reductions and
restructuring  initiatives, we believe that we have sufficient funds to continue
operating  at our present level of operations for a period of at least 6 months,
and  potentially,  up  to  12  months  depending  upon  the  economic conditions
affecting  the  advertising,  magazine  subscription  and  e-commerce  revenue
generating activities for our remaining properties and amounts received, if any,
if  we  sell  any  of  our  remaining  assets. The Company has limited operating
capital  and  no  current access to credit facilities.   The Company's continued
operations  therefore  will  depend  on  its ability to keep costs down, achieve
revenue goals, and sell assets or raise additional funds through bank borrowings
or  equity  or  debt  financing  which  financing  is  very  unlikely.

EFFECTS  OF  INFLATION

     Due  to  relatively  low  levels of inflation in 2001, 2000, 1999, 1998 and
1997,  inflation  has  not had a significant effect on our results of operations
since  inception.

MANAGEMENT'S DISCUSSION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The  preparation  of our financial statements in conformity with accounting
principles  generally  accepted  in  the United States of America requires us to
make  estimates  and  assumptions that affect the reported amounts of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  financial  statements  and  the  reported  amounts of revenues and expenses
during  the  reporting  period.  Our  estimates,  judgments  and assumptions are
continually evaluated based on available information and experience.  Because of
the use of estimates inherent in the financial reporting process, actual results
could  differ  from  those  estimates.

     Certain  of our accounting policies require higher degrees of judgment than
others  in  their  application.  These include revenue recognition, valuation of
customer  receivables,  impairment  of intangible assets, restructuring reserves
and  income  tax  recognition  of  deferred  tax  items.  Our policy and related
procedures  for  revenue  recognition,  valuation  of  customer  receivables,
impairment of intangible assets and restructuring reserves are summarized below.

REVENUE  RECOGNITION.

     The  Company's  revenues  were  derived  principally from the sale of print
advertisements  under  short-term  contracts  in  our games information magazine
Computer  Games,  through  the  sale  of  our games information magazine through
newsstands  and subscriptions; and through limited sale of online advertisements
principally  under  short-term  advertising arrangements, averaging 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, for a fixed fee.
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


                                       11
<PAGE>
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,  Advertising  revenues  for  the games information
magazine  are  recognized  at  the  on-sale  date  of  the  magazine.

     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.

     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. 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  of  the  magazine,  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.

     There  is no certainty that events beyond anyone's control such as economic
downturns  or  significant  decreases  in  print  advertisement  could occur and
accordingly,  cause  significant  decreases  in  revenue.

VALUATION  OF  CUSTOMER  RECEIVABLES

     Provisions for allowance for doubtful accounts are made based on historical
loss  experience adjusted for specific credit risks.  Measurement of such losses
requires  consideration  of  the company's historical loss experience, judgments
about  customer  credit  risk,  and  the  need  to  adjust  for current economic
conditions.

IMPACT  OF  RECENTLY  ISSUED  ACCOUNTING  STANDARDS

     In  August  2001,  the  Financial  Accounting  Standards  Board issued FASB
Statement  No.  144,  Accounting  for  the  Impairment or Disposal of Long-Lived
Assets (Statement 144), which supersedes both FASB Statement No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of  (Statement  121)  and the accounting and reporting provisions of APB Opinion
No. 30, Reporting the Results of Operations-Reporting the Effects of Disposal of
a  Segment  of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events  and  Transactions  (Opinion  30),  for  the  disposal  of a segment of a
business  (as  previously  defined  in  that Opinion). Statement 144 retains the
fundamental provisions in Statement 121 for recognizing and measuring impairment
losses on long-lived assets held for use and long-lived assets to be disposed of
by  sale, while also resolving significant implementation issues associated with
Statement  121. For example, Statement 144 provides guidance on how a long-lived
asset  that  is  used  as  part  of  a group should be evaluated for impairment,
establishes  criteria  for  when  a  long-lived  asset  is  held  for  sale, and
prescribes  the accounting for a long-lived asset that will be disposed of other
than by sale. Statement 144 retains the basic provisions of Opinion 30 on how to
present  discontinued  operations  in  the  income  statement  but broadens that
presentation  to  include  a  component of an entity (rather than a segment of a
business).  Unlike  Statement  121, an impairment assessment under Statement 144
will never result in a write-down of goodwill. Rather, goodwill is evaluated for
impairment  under  Statement  No.  142,  Goodwill  and  Other Intangible Assets.

     The Company adopted Statement 144 effective January 1, 2002. Management has
determined that the adoption of Statement 144 for long-lived assets held for use
did not have a material impact on the Company's financial statements because the
impairment  assessment  under  Statement 144 is largely unchanged from Statement
121.  The  provisions  of  the  Statement  for  assets  held  for.


                                       12
<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.

WE  HAVE  CLOSED OUR COMMUNITY SITE, OUR SMALL BUSINESS WEB-HOSTING PROPERTY AND
HAVE  SOLD  CERTAIN  OF OUR GAMES PROPERTIES AND INTEND TO SELL THE REMAINDER OF
OUR  GAMES  PROPERTIES.  WE  MAY  NOT  BE  ABLE TO SELL THESE PROPERTIES FOR ANY
SIGNIFICANT  VALUE.

     Due  to  the  significant and prolonged decline in the Internet advertising
sector,  the Company elected to close its community web site at www.theglobe.com
                                                                ----------------
and  its  small business web-hosting property at www.webjump.com in August 2001.
                                                 ---------------
In  addition, the Company is seeking buyers for its games properties in order to
reduce its cash burn and preserve working capital.  The Company has already sold
substantially  all  the assets of (i) Kaleidoscope Networks Limited, the English
subsidiary  of  Attitude  Network  Ltd.  that  operated  GamesDomain.com  and
GamesDomain.co.uk,  (ii)  KidsDomain.com  and  KidsDomain.co.uk,  and  (iii)
HappyPuppy.com  and  HappyPuppy.co.uk.  In addition, the Company sold the URL of
webjump.com.  This  strategy  has  resulted in the Company shifting its business
strategy  from  operating  as  a  going  concern  to  trying  to  sell  its game
properties.  The  Company  may  shift  its business strategy in the future.  The
Company may be unable to sell its remaining games properties quickly, if at all,
which  would  result in continued depletion of its cash position since the games
business  currently operates at a cash loss.  The games properties may also lose
some  of  their value while we try to sell them as we do not have full corporate
staff  to  support  these  businesses.  In  addition,  the  "theglobe.com" brand
continues to lose significant value since the website www.theglobe.com was taken
                                                      ----------------
offline  August  15,  2001.  The  closing  of  our  community site and our small
business  web-hosting site may also adversely affect our electronic commerce due
to  the inability of those web sites after their closure to refer traffic to the
Chips & Bits web site.  We cannot assure you that we will be able to sell all or
any  of  the  remaining games business quickly, if at all, or at any significant
price,  or  that  there  will  be  any  return  to  our  equity  holders.

WE  MAY  NOT BE ABLE TO CONTINUE AS A GOING CONCERN IF WE ARE UNABLE TO SELL OUR
REMAINING  GAMES  BUSINESSES.

     We  may  not be able to operate the remaining business in the event that we
cannot sell the business or enter into another arrangement.  We may determine to
use  our remaining capital in a different line of business.  At this point there
are  minimal  prospects  for  a  meaningful  return  on  investment.

WE  MAY DECIDE TO RETAIN OUR CHIPS & BITS INC. GAME DISTRIBUTION BUSINESS AND WE
MAY  ALSO  ENTER  NEW  LINES  OF BUSINESS WHICH MAY OR MAY NOT BE RELATED TO THE
INTERNET.

     Our  board  of  directors  is  reviewing  various  options  for  use of our
remaining  assets.  While  we  continue  to  seek  buyers for some or all of our
remaining  games related properties, including our Computer Games print magazine
and  the  associated  website  Computer Games Online, our Board of Directors may
decide  to retain our Chips & Bits Inc. game distribution business.  If and when
we  are  able  to  sell  our  Computer  Games  print  magazine  business and the
associated  website  Computer  Games Online, our Board of Directors may consider
entering into new or different lines of business, including non-Internet related
lines  of  business  and  investments in real estate.   Even if we are unable to
sell our Computer Games print magazine and the associated website Computer Games
Online,  our  Board of Directors may still decide to enter into new or different
lines  of  business,  including  non-Internet  related  lines  of  business  and
investments  in  real  estate.

WE  MAY  HAVE TO TAKE ACTIONS TO AVOID REGISTRATION UNDER THE INVESTMENT COMPANY
ACT.

     Under  the  Investment  Company  Act  of  1940  (the "1940 Act"), a company
meeting  the  definition  of  an  "investment  company"  is  subject  to various
stringent legal requirements on its operations.  A company can become subject to
the 1940 Act if, among other reasons, it owns investment securities with a value
exceeding  40  percent  of  the  value of its total assets (excluding government
securities  and  cash  items)  on  an  unconsolidated basis, unless a particular
exemption  of safe harbor applies.  Although we are not currently subject to the
1940 Act, at some point in the future due to the ongoing sale of our assets, the
percentage  of  the  Company's assets which consist of investment securities may
exceed  40  percent of the value of its total assets on an unconsolidated basis.
Rule 3a-2 of the 1940 Act provides a temporary exemption from registration under
the  1940 Act, for up to one year, for companies that have a bona fide intent to
engage,  as  soon  as  reasonably  possible,  in  business other than investing,
reinvesting,  owning,  holding  or  trading in securities ("transient investment
companies").  If,  due  to future sales of our assets or changes in the value of
our  existing  assets,  we become subject to the 1940 Act, we intend to take all
actions  that  would  allow  reliance  on  the one-year exemption for "transient
investment companies", including a resolution by the Board of Directors that the
Company  has  bona  fide  intent  to  engage, as soon as reasonably possible, in
business  other  than  investing,  reinvesting,  owning,  holding  or trading in
securities.  After  the one-year period, we would be required to comply with the
1940  Act  unless  our  operations and assets result in us no longer meeting the
definition  of  Investment  Company.


                                       13
<PAGE>
DELISTING  OF  OUR  COMMON  STOCK  MAKES IT MORE DIFFICULT FOR INVESTORS TO SELL
SHARES.  THIS  MAY  POTENTIALLY  LEAD  TO  FUTURE  MARKET  DECLINES.

     The  shares  of  our  Common  Stock  were delisted from the Nasdaq national
market  in  April 2001 and are now traded in the over-the-counter market on what
is  commonly  referred  to  as  the  electronic bulletin board.  As a result, an
investor  may find it more difficult to dispose of or obtain accurate quotations
as  to  the market value of the securities. The trading volume of our shares has
dramatically declined since the delisting.  In addition, we are now subject to a
Rule  promulgated  by the Securities and Exchange Commission that, if we fail to
meet  criteria set forth in such Rule, various practice requirements are imposed
on broker-dealers who sell securities governed by the Rule to persons other than
established customers and accredited investors. For these types of transactions,
the  broker-dealer  must  make  a  special  suitability  determination  for  the
purchaser  and have received the purchaser's written consent to the transactions
prior  to  sale.  Consequently, the Rule may have a materially adverse effect on
the  ability  of  broker-dealers  to  sell  the securities, which may materially
affect  the  ability  of  shareholders  to  sell the securities in the secondary
market.

     The  delisting  has  made  trading our shares more difficult for investors,
potentially  leading  to further declines in share price.  It would also make it
more  difficult  for  us  to  raise  additional  capital,  although  we  have no
intentions  to  do so.  We will also incur additional costs under state blue sky
laws  if  we  sell  equity  due  to  our  delisting.

REVENUE GROWTH IN PRIOR PERIODS IS NOT INDICATIVE OF FUTURE GROWTH

     Although we achieved significant total revenue growth during 1999 and 2000,
our  online  advertising  revenue  decreased  in 2001 due to the softness in the
advertising market, which is expected to continue, and due to our cost-reduction
and  restructuring  initiatives,  which have resulted in a dramatic reduction in
our  sales  force.  Overall,  our revenues decreased period to period in each of
the  first,  second,  third and fourth quarters of 2001. Commencing in the third
quarter 2000, our online advertising revenues decreased by $2.5 million compared
to  second  quarter 2000, and decreased an additional $0.2 million in the fourth
quarter  of  2000.  Additionally,  in  April  2000,  we elected to shut down our
e-commerce  operations  in  Seattle,  Washington  in  an  effort  to realign our
electronic  commerce  operations  to  focus on video games and related products.
This  negatively  impacted  our  projected  revenue  growth  from  e-commerce.

THE  COMPANY  HAS  RESTRUCTURED  AND  PLANS TO SELL SOME OR ALL OF ITS REMAINING
PROPERTIES  WHICH  WILL MATERIALLY NEGATIVELY AFFECT OUR REVENUES; OR ENTER INTO
NEW  LINES  OF  BUSINESS,  WHICH  MAY  INCLUDE  INVESTMENTS  IN  REAL  ESTATE

     On  August  3,  2001,  we elected to shut down our community operations and
small  business  web  hosting.  On  October  17,  2001,  we  sold  the  Games
Domain/Console  Domain  websites.  On  October 30, 2001, we sold the Kids Domain
website.  On  February  27,  2002, we sold the Happy Puppy website.  We also are
seeking  buyers  for  the remaining game properties, which may materially affect
revenues  for  our games business since a number of advertisers could choose not
to  do  business  with  us  during  the phase-down period.  We also dramatically
reduced  the number of employees, including almost the entire sales staff, which
will  continue to have a dramatic negative impact on our revenues going forward.
Accurate  predictions  of  revenue  are also difficult because we are seeking to
sell  our  remaining assets and are exploring various future alternatives, which
may  include  investment  in  real  estate.

WE  HAVE RECEIVED A REPORT FROM OUR INDEPENDENT AUDITORS THAT RAISES SUBSTANTIAL
DOUBT  ABOUT  OUR  ABILITY  TO  CONTINUE  AS  A  GOING  CONCERN.

     Investors  should  not  rely  on  past  revenues  as a prediction of future
revenues.  In  addition,  we  have  received  a  report  from  our  independent
accountants  containing  an  explanatory  paragraph  stating  that  we  suffered
recurring  losses  from  operations since inception that raise substantial doubt
about  our  ability  to  continue  as  a  going  concern.

WE  EXPECT  TO  CONTINUE  TO  INCUR  LOSSES.

     We  have  incurred  net  losses  in each quarter since our inception and we
expect  that we will continue to incur net losses for the foreseeable future. We
had  net  losses  of approximately $40.7 million, $103.9 million, $49.6 million,
$16.0  million,  and  $3.6  million for the years ended December 31, 2001, 2000,
1999, 1998, and 1997, respectively.  As of March 31, 2002, we had an accumulated
deficit  of approximately $214.9 million. The principal causes of our losses are
likely  to  continue  to  be:

     -    costs  resulting  from  the  operation  of  our  services;
     -    costs  resulting  from  the  write  down  of  goodwill;
     -    failure  to  generate  sufficient  revenue;  and,
     -    general  and  administrative  expenses.

     Although  we have restructured our business, we still expect to continue to
incur  losses  while  we  seek  to  sell  our  remaining  assets.


                                       14
<PAGE>
THE  MARKET SITUATION CONTINUES TO BE A CHALLENGE FOR CHIPS & BITS DUE TO RECENT
ADVANCES IN CONSOLE AND ONLINE GAMES, WHICH HAVE LOWER MARGINS AND TRADITIONALLY
LESS  SALES  LOYALTY  TO  CHIPS  &  BITS.

     Chips & Bits depends on major releases in the Personal Computer (PC) market
for  the  majority  of  sales  and profits.  The game industry's focus on X-Box,
Playstation  and  GameCube  has  dramatically  reduced  the  number  of major PC
releases,  which resulted in significant declines revenues and gross margins for
Chips & Bits, Inc.  Gross margins for Chips & Bits, Inc. declined to 25% for the
three months ended March 31, 2002, from 35% for the three months ended March 31,
2001.  Because  of the large installed base of personal computers, these revenue
and  gross margin declines may be a temporary phenomenon.  However, Chips & Bits
has  no knowledge as to when, if ever, there will be a turnaround in the PC game
market.

     Competition  among  games-focused  websites is also growing rapidly, as new
companies  continue to enter the market and existing companies continue to layer
games applications onto their websites.  We expect that the market will continue
to  evolve  rapidly,  and  the  rate  of  product  innovations  and  new product
introductions  will  remain  high.  We  face  competitive  pressures  from  many
companies,  both  in  the  United  States  and  abroad.  With  the  abundance of
companies  operating  in the games market, consumers and advertisers have a wide
selection  of  services  to choose from.  Our games information websites compete
for  users  and  advertisers  with:

     -    Games  information sites such as Snowball's IGN, ZDnet's Gamespot, and
          CNET's  GameCenter;  and
     -    Online  games centers, where users can play games such as Uproar, Pogo
          and  Lycos'  Gamesville.

     In  addition,  many  companies involved in the games market may be acquired
by,  receive  investments  from,  or  enter  into  commercial relationships with
larger,  well-established  and  well-financed  companies.  As  a  result of this
highly  fragmented and competitive market, consolidations and strategic ventures
may  continue  in  the  future.

OUR  FINANCIAL PERFORMANCE AND SUBSEQUENT REDUCTIONS OF OUR WORKFORCE MAY AFFECT
THE  MORALE  AND PERFORMANCE OF OUR REMAINING PERSONNEL AND OUR ABILITY TO ENTER
INTO  NEW  BUSINESS  RELATIONSHIPS  OR  SELL  OUR  ASSETS.

     We  have incurred significant net losses since our inception.  In an effort
to  reduce  our  cash  expenses,  we  began  to  implement certain restructuring
initiatives  and  cost reductions.  In October 2000, we reduced our workforce by
26  employees.  In April 2001, we further reduced our workforce by 59 employees.
On  August  3,  2001, we further reduced our workforce by 60 employees.  We have
also  left  positions unfilled when certain employees have left the Company.  As
of  March  31,  2002, we had approximately 40 full-time employees.  In addition,
recent trading levels of our common stock have basically eliminated the value of
the  stock options granted to employees pursuant to our stock option plan.  As a
result  of  these  factors,  our  remaining  personnel  may seek employment with
larger,  more  stable  companies  or  companies  they  perceive  to  have better
prospects.  Our failure to retain qualified employees to fulfill our needs could
halt  our  ability  to  operate  our  games business and have a material adverse
affect  on  our  business.

     In  addition,  the  publicity  we  receive in connection with our financial
performance  and  measures to remedy it may negatively affect our reputation and
our  business partners and other market participants' perception of the Company.
If  we  are  unable  to  maintain  our  existing,  and  develop  new,  business
relationships,  our  revenues  and  collections  could  suffer  materially.  In
addition,  the  announcement that we have closed our community web sites and are
looking for buyers for our games properties could have a material adverse effect
on  our  ability to retain the employees necessary to operate the games business
and  generate  revenues  and  subsequently collect them, and to retain the games
business  value  prior  to  a  sale.

WE  HAVE  HISTORICALLY RELIED SUBSTANTIALLY ON ONLINE ADVERTISING REVENUES.  THE
ONLINE  ADVERTISING  MARKET  HAS  SIGNIFICANTLY  DECLINED  OVER THE PAST SEVERAL
QUARTERS.  IN  ADDITION,  WE  HAVE  DRAMATICALLY REDUCED OUR SALES FORCE DOWN TO
ONLY  TWO  (2)  SALES  PEOPLE  NATIONWIDE.

     We historically derived a substantial portion of our revenues from the sale
of  advertisements on our web sites and in our magazine Computer Games Magazine.
Our  business  model and revenues were highly dependent on the amount of traffic
on  our  sites  and  our  ability  to properly monetize this traffic. Due to the
August  3,  2001,  restructuring, we now have only two (2) sales people and will
have  tremendous  difficulty  maintaining revenues and monetizing traffic to our
games  properties.  In  addition,  the  editorial content on certain of the game
properties  is  only  being updated periodically, if at all, which may lead to a
further  decrease  in the number of viewers and which could adversely effect our
efforts  to sell these properties.  The level of traffic on our sites determines
the  amount  of online advertising inventory we can sell and the price for which
we  can  sell  our  games  business.  Our ability to generate online advertising
revenues  depends,  in  part,  on our ability to create new advertising programs
without  diluting  the  perceived  value  of  our existing programs.  Due to the
reduction  in  headcount, we are unable to create new advertising programs going
forward. Online advertising has dramatically decreased since the middle of 2000,
continues  to decline thus far in 2002, and may continue to decline, which could
continue to have a material effect on the Company.  Many online advertisers have
been  experiencing  financial  difficulties  which  could  materially impact our
revenues  and  our  ability  to collect our receivables. Due to our announcement
regarding  our  closing  of our community business and our other asset sales, it
may  become  even  more  difficult  to  collect  receivables.


                                       15
<PAGE>
     The  development of the Internet advertising market has slowed dramatically
during  the last year and if it continues to slow down, our business performance
would  continue  to 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.
Moreover,  measurements  of  site visitors may not be accurate or trusted by our
advertising  customers.  There  are  no  uniformly  accepted  standards  for the
measurement  of  visitors  to  a  web  site,  and  there  exists no one accurate
measurement  for  any  given Internet visitor metric.  Indeed, different website
traffic  measurement firms will tend to arrive at different numbers for the same
metric.  For any of the foregoing reasons, we cannot assure you that our current
advertisers  will  continue  to  purchase  advertisements  on  our  sites.

WE  NOW RELY SUBSTANTIALLY ON PRINT ADVERTISING REVENUES.  THE PRINT ADVERTISING
MARKET  HAS SIGNIFICANTLY DECLINED OVER THE PAST SEVERAL QUARTERS.  IN ADDITION,
WE  HAVE  DRAMATICALLY REDUCED OUR SALES FORCE DOWN TO ONLY TWO (2) SALES PEOPLE
NATIONWIDE.

     We  now  derive  a  substantial  portion  of  our revenues from the sale of
advertisements  in  our  Computer  Games  print magazine. Our business model and
revenues  are  highly  dependent  on the print circulation of our Computer Games
magazine.  Due  to  the  August  3, 2001 restructuring, we now have only two (2)
sales  people  and will have tremendous difficulty maintaining print advertising
revenues within our Computer Games magazine.  Print advertising has dramatically
decreased  since  the middle of 2000, continues to decline thus far in 2002, and
may  continue  to decline, which could continue to have a material effect on the
Company.  Many  print  advertisers have been experiencing financial difficulties
which  could  materially  impact  our  revenues  and  our ability to collect our
receivables.  For  these  reasons,  we  cannot  assure  you  that  our  current
advertisers  will  continue  to  purchase  advertisements  on  our  sites.

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

     Competition  among  games  print magazines is high and increasing as online
and pc-based games continue to gain mainstream popularity, and new, cutting-edge
games and console systems continue to come to the consumer market.  The magazine
publishing  industry  is  highly  competitive.  We  compete  for advertising and
circulation  revenues  principally with publishers of other technology and games
magazines  with  similar  editorial  content  as  our  magazine.  The technology
magazine  industry  has  traditionally been dominated by a small number of large
publishers.  We  believe  that  we  compete  with  other  technology  and  games
publications  based  on  our  top-3  position  within  the games magazine sector
(Source:  BPA International), the nature and quality of our magazines' editorial
content,  and  the  attractive demographics of our readers. In addition to other
technology  and  games  magazines,  our  magazine  also competes for advertising
revenues  with  general-interest  magazines  and other forms of media, including
broadcast  and  cable  television,  radio,  newspaper,  direct  marketing  and
electronic  media.  In competing with general-interest magazines and other forms
of  media,  we rely on our ability to reach a targeted segment of the population
in  a  cost-effective  manner.

     The market for users and Internet advertising among web sites is relatively
new  and  rapidly  evolving.  Competition  for 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  continue  to  increase  in  the future, which could have a material
adverse  effect  on  us  to  the  extent  that  any remaining businesses rely on
advertising.  All  types  of  web  sites compete for users. Competitor web sites
include  other  games information networks and various other types of web sites.
We  believe that the principal competitive factors in attracting users to a site
are:

     -    functionality  of  the  web  site;
     -    brand  recognition;
     -    affinity  and  loyalty;
     -    broad  demographic  focus;
     -    open  access  for  visitors;
     -    critical  mass  of  users;
     -    attractiveness  of  content  and  services  to  users;  and
     -    pricing  and  customer  service  for  electronic  commerce  sales.

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

     -    publishers  and  distributors  of television, radio and print, such as
          CBS,  NBC  and  AOL  Time  Warner;
     -    electronic  commerce  web  sites,  such  as  Amazon.com;  and


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<PAGE>
     -    other  web  sites  serving  game  enthusiasts,  including  Ziff Davis'
          Gamespot  and  CNET's  Gamecenter.

     Many  of  our  existing  and  potential  competitors  and traditional media
companies,  have  the  following  advantages:

     -    longer  operating  histories  in  the  Internet  market,
     -    greater  name  recognition;
     -    larger  customer  bases;
     -    significantly  greater  financial,  technical and marketing resources;
          and,
     -    not  seeking  to  sell  their  businesses.

     In addition, there has been 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  have  been active in Internet related activities including the
games space. 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.

     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 rapidly evolving, and we
expect  competition  among electronic commerce merchants to continue 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 continue to be 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.

OUR QUARTERLY OPERATING RESULTS FLUCTUATE AND VARY BY SEASON.

     Due  to  our  significant  change  in  operations, our historical quarterly
operating  results  are  not  reflective of future results. We have not achieved
past  expectations  and  it  is  likely that in one or more future quarters, our
operating  results will fall below the expectation of 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  in  the  future  include:

     -     sales  of  our  assets;
     -    the  drastic  decline  in  the  number  of  sales  employees;
     -    the  level  of  traffic  on  our  web  sites;
     -    the  overall  demand for Internet advertising and electronic commerce;
     -    the  addition  or loss of advertisers and electronic commerce partners
          on  our  web  sites;
     -    overall  usage  and  acceptance  of  the  Internet;
     -    seasonal  trends  in  advertising  and  electronic  commerce sales and
          member  usage;
     -    other  costs  relating  to  the  maintenance  of  our  operations;
     -    the  restructuring  of  our  business;
     -    failure  to  generate significant revenues and profit margins from new
          products  and  services;
     -    financial performance of other internet companies who advertise on our
          site;  and,
     -    competition  from  others providing services similar to those of ours.


                                       17
<PAGE>
     We have historically derived 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  have  been,  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.
A  slowdown  in  the  advertising market can happen quickly and lasts an unknown
amount  of  time.  The advertising market has not yet recovered from the current
slowdown.  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. We now have only two (2) salespersons.  Traffic levels on our sites and
the Internet have typically declined during the summer and year-end vacation and
holiday  periods.  Revenues  from  our  games  magazine  are subject to the same
seasonal  trends  as  traditional  media.

     In addition to selling advertising, a substantial and 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. We have cut down to only two (2) salespersons,
resulting  in  very  little revenue from advertising.  We now have a substantial
portion  of  revenue from e-commerce.  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.

OUR  BUSINESS  MODEL  IS  UNPROVEN  AND  WILL  CHANGE.

     Our revised business model is unproven. This model depends upon our ability
to  obtain  revenues by using our games information properties without any other
source  of  revenue.  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 e-commerce business will achieve broad market acceptance and
will  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.  Furthermore, our board of
directors  and  management  are  exploring alternatives for our business and our
business  model  may  change  significantly.

OUR  LIMITED  OPERATING  HISTORY  MAKES  FINANCIAL  FORECASTING  DIFFICULT.

     We  have  never operated solely as a games business. Accordingly, we have a
limited operating history for you to use in evaluating our prospects and us. Our
prospects  should  be  considered in light of the risks encountered by companies
operating in new and rapidly evolving markets like ours. We may not successfully
address  these  risks.  For  example,  we  may  not  be  able  to:
     -    maintain  levels  of  user  traffic  on  our  web  sites;
     -    maintain or increase the percentage of our advertising inventory sold;
     -    maintain  or  increase  both  CPM  levels  and  sponsorship  revenues;
     -    adapt  to  meet  changes  in our markets and competitive developments;
     -    develop  or  acquire  content  for  our  services;  and
     -    identify,  attract,  retain  and  motivate  qualified  personnel.

     Moreover,  we  are  exploring  other alternatives, which may make financial
forecasting  even  more  difficult.

OUR ACQUISITIONS, JOINT VENTURES OR STRATEGIC TRANSACTIONS ENTAIL NUMEROUS RISKS
AND  UNCERTAINTIES.   WE  MAY  ENTER  NEW  LINES  OF  BUSINESS.

     On  February  24,  2000,  we  acquired  Chips  &  Bits, Inc., an electronic
commerce retailer that focuses primarily on game enthusiasts' and Strategy Plus,
Inc.,  media  property  that  publishes  a  monthly  games  magazine  and a game
enthusiast  web  site.  Due  to  the  significant  and  prolonged decline in the
Internet  advertising  sector,  we  closed  our  community  web  site  at
www.theglobe.com  and our small business web-hosting property at www.webjump.com
----------------                                                 ---------------
in  August  2001.  On  October 17, 2001, we sold the Games Domain/Console Domain
websites.  On  October  30, 2001, we sold the Kids Domain web site.  On February
27,  2002,  we sold the Happy Puppy website.  We also are seeking buyers for the
remaining  game  properties.  In  conjunction  with  our  efforts  to  sell  our
remaining games properties, we are considering and evaluating potential business
combinations  or  sales  of  these  remaining  assets.  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.
In addition, as part of the sale of our games business, we could obtain stock of
another company or be the surviving company in a merger.  These transactions may
or  may  not  be  consummated.  If  such a transaction is not consummated, it is
unclear how long we will continue to be able to operate.  We may also enter into
new  or  different  lines  of  business,  which  may include investments in real
estate,  as  determined  by  management  and our Board of Directors.  Our future
acquisitions or joint ventures could result in numerous risks and uncertainties,
including:


                                       18
<PAGE>
     -    potentially  dilutive  issuances  of  equity  securities, which may be
          issued  at  the  time  of  the transaction or in the future 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;
     -    large  and  immediate  write-offs;
     -    significant  write-offs  if we determine that the business acquisition
          does  not  fit  or  perform  up  to  expectations;
     -    the  incurrence  of  debt  and  contingent liabilities or amortization
          expenses  related  to  goodwill  and  other  intangible  assets;
     -    difficulties  in  the  assimilation  of  operations,  personnel,
          technologies,  products  and  information  systems  of  the  acquired
          companies;
     -    the  risks  of  entering a new or different line of business which may
          include  real  estate;
     -    the risks of entering geographic and business markets in which we have
          no  or  limited  prior  experience;  and
     -    the  risk  that  the  acquired  business will not perform as expected.

WE  MAY  BE  UNSUCCESSFUL IN ESTABLISHING AND MAINTAINING BRAND AWARENESS; BRAND
IDENTITY  IS  CRITICAL  TO  US  AND  OUR  ABILITY  TO SELL OUR REMAINING ASSETS.

     We believe that establishing and maintaining awareness of the brand name of
our  wholly  owned  subsidiaries,  including  the  brand  names of all our games
properties  ("Chips  & Bits", "Strategy Plus" and "CGonline.com") is critical to
attracting  buyers  for  these  properties and to expanding our member base, the
traffic  on  our  web  sites  and  our  advertising  and  electronic  commerce
relationships.  The  closure  of the community web site at www.theglobe.com, the
                                                           ----------------
Company's  flagship  web  site, will adversely affect the public's perception of
the Company.  If we fail to promote and maintain our brand or our brand value is
diluted,  our continuing games business, operating results, financial condition,
and  our  ability  to  attract  buyers  for these properties could be materially
adversely  affected.  The  importance of brand recognition will increase because
low barriers to entry may 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 Internet users,
advertisers  and  customers  do  not perceive our games properties to be of high
quality,  the  value  of  our  brand  could  be  materially  diluted.

WE  HAVE  DRAMATICALLY  REDUCED  OUR PERSONNEL, INCLUDING PERSONNEL THAT WE HAVE
HISTORICALLY  PLACED  SUBSTANTIAL  DEPENDENCE  ON.

     Our  performance is substantially dependent on the continued service of our
senior management and key technical personnel, as well as on our sales force. In
particular,  our  success  has  depended  on the continued efforts of our senior
management team, especially our Chief Executive Officer, our President and Chief
Operating  Officer,  our  Chief Financial Officer, our Vice President of Legal &
Business  Affairs  and  our  Chief  Technology  Officer. Our President and Chief
Operating Officer, Chief Financial Officer, and Chief Technology Officer were no
longer  with  the  Company  after August 2001, and our Vice President of Legal &
Business  Affairs  was  no longer with the Company after October 2001, which has
made  operation  of  the Company significantly more difficult.  In addition, the
dramatic  reduction in the number of personnel, particularly sales personnel, in
August  2001 has made operating the Company significantly more difficult.  We do
not  carry  key  person  life  insurance  on  any  of  our  personnel.

     In  the fourth quarter of 2000, we announced the reduction of our workforce
by  26  employees.  In the second quarter of 2001, we announced the reduction of
our workforce by 59 employees.  On August 3, 2001, we announced the reduction of
our  workforce  by  60  employees.  These  reductions included substantially all
employees  at  the  management  level, with the exception of our Chief Executive
Officer.  As  a result of this reduction, we may experience inefficiencies and a
decrease  in  productivity  throughout  our  business.  This may have a material
effect  on  our  operating  results.

     Our  current  Chief  Executive  Officer, Charles M. Peck, will no longer be
employed  with  the  Company,  nor  will he serve as a director on the Company's
Board of Directors, after May 31, 2002. Effective June 1, 2002, Michael S. Egan,
our  Chairman,  will  also  assume  the  role  of Chief Executive Officer of the
Company.  Additionally,  effective June 1, 2002, Edward A. Cespedes, currently a
director  of the Company, will also be appointed President, and Robin M. Segaul,
also  a director of the Company, will also be appointed Treasurer and Secretary.

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  expertise  and  managerial
personnel  necessary  to operate our remaining business. Our seeking to sell our
remaining  games  properties  may  also  encourage  existing  employees  to seek
employment  at another company.  If this were to occur, it could have a material
effect  on our efforts to sell these remaining games properties.  We may need to
give retention bonuses to certain employees to keep them, which can be costly to
the Company.  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 could
continue  to  experience  in  the  future  if  we  need  to  hire any additional
personnel,  difficulty  in  hiring  and  retaining highly skilled employees with
appropriate  qualifications.  Furthermore,  we  will  not be able to effectively
offer stock options due to the delisting of the common stock, low trading volume
and  cash  position  of  the  Company.  In  addition,  we  may  have  difficulty
attracting  qualified  employees  due  to the Company's restructuring, financial


                                       19
<PAGE>
position  and  scaling  down  of  operations.  Also,  we  may  have  difficulty
attracting  qualified employees to work in the geographically remote location in
Vermont  of  Chips  &  Bits,  Inc.  and  Strategy  Plus, Inc., the Company's two
subsidiaries  that  contains most of the employees after August 2001.  If we are
unable to attract and retain the technical and managerial personnel necessary to
support  our  business,  our  business  would likely be materially and adversely
affected.

OUR  MANAGEMENT  TEAM IS INEXPERIENCED IN THE MANAGEMENT OF A PUBLIC COMPANY AND
IS  SMALL  FOR  AN  OPERATING  COMPANY.

     We  hired  a  new  Chief  Executive Officer in August 2000, who has not had
previous  experience  managing  a  public  company.  Furthermore,  the remaining
members  of  our  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:

     -    our key employees will be able to work together effectively as a team;
     -    we  will  be  able  to  retain the remaining members of our management
          team;
     -    we  will  be  able  to  hire,  train  and  manage  our  employee base;
     -    our  systems,  procedures  or controls will be adequate to support our
          operations;  and
     -    our  management  will be able to achieve the rapid execution necessary
          to fully exploit the market opportunity for our products and services.

     In  addition,  after  August  2001  and  as  of  March  31, 2002, the Chief
Executive  Officer  is  the only member of executive management with significant
financial  experience.

OUR  CHAIRMAN  HAS  OTHER  INTERESTS  AND TIME COMMITMENTS; WE HAVE CONFLICTS OF
INTEREST  WITH  SOME  OF  OUR  DIRECTORS; WE SEEK TO FURTHER REDUCE OUR BOARD OF
DIRECTORS

     Because  our Chairman, Mr. Michael Egan, is an officer or director of other
companies,  we have to compete for his time. Mr. Egan serves as our Chairman and
as  an  executive  officer  of  other  entities  with primary responsibility for
day-to-day  strategic  planning  and  financing  arrangements.  Additionally,
effective  June  1, 2002, Mr. Egan will become our Chief Executive Officer.  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  is  also  Chairman  of ANC Rental
Corporation,  a  spin-off  of  the  car  rental  business  of  AutoNation,  Inc.

     We  have had revenue agreements with entities controlled by Mr. Egan and by
H.  Wayne  Huizenga,  one of our former directors. These agreements were not the
result  of  arm's-length  negotiations,  but  we believe that the terms of these
agreements  were  on  comparable  terms  as  if  they  were  entered  into  with
unaffiliated  third  parties.  The  revenues  recognized  from  such  agreements
represented  less  than  1%,  1%  and  4%  of total revenues for the years ended
December  31,  2001,  2000,  and 1999, respectively.  Due to their relationships
with  his  related entities, Mr. Egan 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.

     Due  to  certain  time  constraints,  two (2) members of our Board resigned
during  2001  due  to  other  commitments,  and  were  replaced with two (2) new
Directors.  The  charter  of  the  Company  was amended at the annual meeting of
shareholders  in  June  2001  to allow between 5 and 9 directors to serve on the
Board  of  Directors.  Only  two  (2)  of  our  current directors, Mr. Robert M.
Halperin  and  Ms.  Robin  M.  Segaul,  are  neither  significant  holders  of
theglobe.com  stock nor have they at any time during 2001, or at any other time,
been  officers or employees of theglobe.com.  However, Ms. Segaul is an employee
of  Dancing  Bear  Investments,  Inc.,  which  is  controlled  by  Mr.  Egan.
Additionally, effective June 1, 2002, Ms. Segaul will be appointed Treasurer and
Secretary  of  the  Company.  We are seeking to further amend the charter of the
Company  at  the  annual meeting of shareholders in June 2002 to allow between 1
and  9  directors  to  serve  on the Board of Directors due to the change in the
operations  of  the  business.  There  are three (3) nominees up for election as
directors  at the Company's 2002 Annual Stockholders Meeting, to be held in June
2002:  Michael Egan, Edward Cespedes, and Robin Segaul.  Effective June 1, 2002,
Michael  Egan will become the Company's Chief Executive Officer, Edward Cespedes
will  become the Company's President, and Robin Segaul will become the Company's
Treasurer  and Secretary.  Therefore, none of them will be independent directors
if  elected.

WE  RELY ON A THIRD PARTY OUTSOURCED HOSTING FACILITY OVER WHICH WE HAVE LIMITED
CONTROL.

     Our principal servers are located in New Jersey at a third party outsourced
hosting  facility.  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  due  to the transition or otherwise 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 and game
properties  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.


                                       20
<PAGE>
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.

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

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

     -    inadequate  network  infrastructure;
     -    security and authentication concerns with respect to transmission over
          the  Internet  of  confidential  information,  including  credit  card
          numbers,  or  other  personal  information;
     -    ease  of  access;
     -    inconsistent  quality  of  service;
     -    availability  of  cost-effective,  high-speed  service;  and
     -    bandwidth  availability.

     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:

     -    delays  in  the development or adoption of new operating and technical
          standards  and  performance  improvements required to handle increased
          levels  of  activity;
     -    increased  government  regulation;  and
     -    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 many of our competitors
and  the  development of relationships with manufacturers and suppliers of these
products.  In addition, the closing of our community site and our small business
web-hosting  site  may  adversely  affect  our  electronic  commerce  due to the
inability of those web sites after their closure to refer traffic to the Chips &
Bits web site.  We also face many uncertainties, which may affect our ability to
generate  electronic  commerce  revenues  and  profits,  including:

     -    our  ability  to  obtain  new  customers  at a reasonable cost, retain
          existing  customers  and  encourage  repeat  purchases;
     -    the  likelihood  that  both  online  and  retail purchasing trends may
          rapidly  change;
     -    the  level  of  product  returns;
     -    merchandise  shipping  costs  and  delivery  times;


                                       21
<PAGE>
     -    our  ability  to  manage  inventory  levels;
     -    our  ability  to  secure  and  maintain  relationships  with  vendors;
     -    the possibility that our vendors may sell their products through other
          sites;  and
     -    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.  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 and
consumers'  potential  preference for competing web site's user interface, 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  HAS  NOT  PROVEN  AS  EFFECTIVE  AS  TRADITIONAL  MEDIA.

     The  Internet advertising market is relatively new and continues to evolve.
We  cannot  yet  gauge  its effectiveness as compared to traditional advertising
media.  Many of our current or potential advertising partners have limited 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," on the number of times an advertisement is displayed to a
user,  known  as  "impressions,"  or  on the number of times a user completes an
action  at  an  advertiser's web site after clicking through, known as "cost per
action."  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.  Online advertisers are increasingly demanding  "cost per click"
and  "cost per action" advertising campaigns, which require many more page views
to  achieve  equal revenue, which significantly affects our revenues.  If online
advertisers  continue  to  demand  those  "cost  per  action"  deals,  it  could
negatively  impact  our  business.

     Our  revenues  and  the value of the assets we are seeking to sell 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.  Online  advertising  pricing has been declining.  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 cost per thousand impressions
("CPM").


                                       22
<PAGE>
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 an adverse effect on our business.  In
addition,  our  competitors  may  independently  develop  similar  technology,
duplicate  our  products,  or  design  around  our intellectual property rights.

     We  pursue  the  registration  of  our  trademarks in the United States and
internationally.  However, effective 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. However, we may not have sufficient funds or personnel to adequately
litigate  or  otherwise  protect  our rights.  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.  Any
litigation claims or counterclaims could impair our business because they could:

     -    be  time-consuming;
     -    result  in  costly  litigation;
     -    subject  us  to  significant  liability  for  damages;
     -    result  in  invalidation  of  our  proprietary  rights;
     -    divert  management's  attention;
     -    cause  product  release  delays;  or
     -    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.  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",
"globeclubs.com",  "tglo.com,"  "azazz.com,"  "attitude.net,  "  "cgonline"  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
affect  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.


                                       23
<PAGE>
WE  ARE  INVOLVED  IN  SECURITIES  CLASS  ACTION  LITIGATION.

     We are a party to the securities class action litigation described in (note
3(a)).  The  defense of the litigation may increase our expenses and will occupy
management's  attention and resources, and an adverse outcome in this litigation
could  materially  adversely  affect  us.

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
infringement,  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 users in our chat rooms or on our bulletin
boards.

     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. We sell products
directly to consumers which 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.

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

     Michael  S.  Egan,  our  Chairman  and  effective  June  1, 2002, our Chief
Executive  Officer,  beneficially  owns  or  controls,  directly  or indirectly,
9,877,106  shares  of  our  Common  Stock,  which  in  the  aggregate represents
approximately  26.3%  of  the  outstanding  shares  of our Common Stock. Todd V.
Krizelman  and  Stephan  J.  Paternot,  together,  beneficially  own 8.4% 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.

     Messrs.  Egan,  Krizelman,  and Edward A. Cespedes, all of whom are current
Directors  of  our  company,  and  Mr. Paternot, who is a former director of our
company, have entered into a stockholders' agreement with us. 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:

     -    delisting  of  our  Common  Stock  from  Nasdaq  national  market;
     -    sales  of  any  of  our  games  properties;
     -    shut down of our community web site and small business web-hosting web
          site;
     -    the  loss  of  a  significant  number  of  our  employees;
     -    quarterly  variations  in  our  operating  results;
     -    competitive  announcements;
     -    the  operating  and  stock  price  performance of other companies that
          investors  may  deem  comparable  to  us;  and
     -    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.  Our stock is also more volatile due to
the  limited  trading  volume.


                                       24
<PAGE>
THE  SALE  OF  SHARES ELIGIBLE FOR FUTURE SALE IN THE OPEN MARKET COULD KEEP OUR
STOCK  PRICE  FROM  IMPROVING.

     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 ability of the market price of the
Common  Stock  to  increase  even if our business prospects were to improve.  We
currently  have  approximately 22 million shares of Common Stock that are freely
tradable.  Approximately  8,158,450  shares  of  Common  Stock  are  held by our
"affiliates,"  within  the  meaning  of  the  Securities  Act  of  1933, and are
currently  eligible  for sale in the public market subject to volume limitation.
Additionally,  we  may  issue additional shares of our common stock, which could
further  adversely  affect  our  stock  price.

     There are outstanding options to purchase 2,073,874 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  is  registered  under  the  Securities  Act.  In addition, there are
outstanding warrants to purchase up to 4,011,534 shares of our Common Stock upon
exercise.  Substantially  all of our stockholders holding restricted securities,
including  shares  issuable upon the exercise of warrants to purchase our Common
Stock,  are  entitled  to  registration  rights  under  various  conditions.

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

     Provisions  of  our  charter,  by-laws  and  stockholder  rights  plan  and
provisions  of  applicable  Delaware  law  may:

     -    have  the  effect  of  delaying,  deferring  or preventing a change in
          control  of  our  company;
     -    discourage  bids  of  our  Common  Stock  at a premium over the market
          price;  or
     -    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  current  and  former  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.


                                       25
<PAGE>
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  the  Company  regularly
assesses  these  risks  and  has policies and business practices to mitigate the
adverse  effects  of  collection risks, significant losses may result due to the
non-payment  of  receivables  by  our  advertisers.

     Interest  Rate  Risk.  Our  return  on  its  investments  in  cash and cash
equivalents  and  short-term  investments  is subject to interest rate risks. We
regularly  assess  these  risks  and  have  established  policies  and  business
practices  to  manage  the  market  risk  of  its  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  2001  was  not  material.  We do not use derivative financial
instruments  to  limit  our  foreign  currency  risk  exposure.


                                       26
<PAGE>
                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

See note 3(a) - "Litigation"

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)  Sales  of  Unregistered  Securities

     None.

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

     None

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

     None.

(b)  Reports  on  Form  8-K.

     None.


                                      II-1
<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/  Charles M. Peck
            ----------------------

            Charles M. Peck
            Chief Executive Officer (Principal Financial and Accounting Officer)


May 20, 2002


                                      II-2
<PAGE>