As filed with the Securities and Exchange Commission on November 14, 2001
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

   [X]  Quarterly  report  pursuant  to Section 13 or 15(d) of the  Securities
                              Exchange Act of 1934

                For the quarterly period ended September 30, 2001

                                       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  November  14,  2001 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 September 30, 2001 (unaudited)
           and December 31, 2000                                                    1

         Unaudited Condensed Consolidated Statements of  Operations for the
         three and nine months ended September 30, 2001 and 2000                    2

         Unaudited Condensed Consolidated Statements of Cash Flows for the
          nine months ended September 30, 2001 and 2000                             3

         Notes to Unaudited Condensed Consolidated Financial Statements             5

Item 2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                                    12

Item 3.  Qualitative and Quantitative Disclosures about Market Risk                 31


                             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



ASSETS                                                  SEPTEMBER 30, 2001    DECEMBER 31, 2000
                                                       --------------------  -------------------
                                                           (UNAUDITED)
<S>                                                    <C>                   <C>
Current assets:
   Cash and cash equivalents                           $         1,295,550   $       13,349,554
   Short-term investments                                           50,850            2,996,250
   Accounts receivable, net                                      2,482,803            4,316,973
   Prepaid and other current assets                                859,836            2,439,382
      Total current assets                                       4,689,039           23,102,159
                                                       --------------------  -------------------

Property and equipment, net                                        425,818            7,975,967
Restricted investments                                           1,489,006            3,485,007
Goodwill and intangible assets, net                              4,800,000           19,967,910
                                                       --------------------  -------------------

      Total assets                                     $        11,403,863   $       54,531,043
                                                       ====================  ===================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                    $         1,651,778   $        2,677,679
   Accrued expenses                                              1,146,669            4,210,377
   Deferred revenue                                                 51,133              729,027
   Current portion of long term debt and installments              103,429
      of obligations under capital leases                          414,072            1,917,077

                                                       --------------------  -------------------
      Total current liabilities                                  3,367,081            9,534,160

Long-term debt and obligations under capital leases,
   excluding current installments                                        -              498,337
Deferred rent                                                            -              552,227

Stockholders' equity:
   Common stock                                                     31,082               31,080
   Common stock held in treasury, at cost                         (371,458)            (371,458)
   Additional paid-in capital                                  218,255,565          218,254,968
   Accumulated other comprehensive loss                           (121,464)             (55,682)
   Accumulated deficit                                        (209,756,943)        (173,912,589)
                                                       --------------------  -------------------
    Total stockholders' equity                                   8,036,782           43,946,319
                                                       --------------------  -------------------

      Total liabilities and stockholders' equity       $        11,403,863   $       54,531,043
                                                       ====================  ===================
</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          NINE MONTHS ENDED
                                                        SEPTEMBER 30                SEPTEMBER 30
                                               ----------------------------  ----------------------------
                                                   2001           2000           2001           2000
                                               -------------  -------------  ------------  --------------
    (UNAUDITED)                                 (UNAUDITED)

<S>                                            <C>            <C>            <C>            <C>
Revenues:
  Advertising                                  $  1,230,485   $  4,057,173   $  5,318,958   $ 14,791,091
  Electronic commerce and other                   2,138,171      2,691,974      7,344,680      7,314,719
                                               -------------  -------------  -------------  -------------

    Total revenue                                 3,368,656      6,749,147     12,663,638     22,105,810

Cost of revenues                                  2,512,505      4,845,165      9,904,513     13,936,308
                                               -------------  -------------  -------------  -------------

    Gross profit                                    856,151      1,903,982      2,759,125      8,169,502

Operating expenses:
  Sales and marketing                             1,767,985      6,056,302      8,795,309     19,571,396
  Product development                               642,517      2,561,931      3,556,636      8,353,728
  General and administrative                      1,706,391      3,865,878      5,724,027     10,604,228
  Restructuring and impairment charges            8,624,908              -     13,685,901     15,583,110
  Amortization of goodwill
   and intangible assets                          2,040,098      6,315,861      7,723,293     20,920,645
                                               -------------  -------------  -------------  -------------

      Total operating expenses                   14,781,899     18,799,972     39,485,166     75,033,107

Loss from operations                            (13,925,748)   (16,895,990)   (36,726,041)   (66,863,605)

Interest and other income, net                       78,568        360,949        897,787      1,236,947
                                               -------------  -------------  -------------  -------------

      Loss before provision for income taxes    (13,847,180)   (16,535,041)   (35,828,254)   (65,626,658)

Provision for income taxes                           (6,429)        53,698         16,104        174,138
                                               -------------  -------------  -------------  -------------

      Net loss                                 $(13,840,751)  $(16,588,739)  $(35,844,358)  $(65,800,796)
                                               =============  =============  =============  =============

Basic and diluted net loss per share           $      (0.46)  $      (0.53)  $      (1.18)  $      (2.18)
                                               =============  =============  =============  =============
Weighted average basic and diluted
  shares outstanding                             30,382,036     31,049,710     30,382,036     30,165,888
                                               =============  =============  =============  =============
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


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

                                                                    NINE MONTHS ENDED
                                                                        SEPTEMBER 30,
                                                                ----------------------------
                                                                    2001           2000
                                                                -------------  -------------
<S>                                                             <C>            <C>
Cash Flows from operating activities:

Net loss                                                         (35,844,358)   (65,800,796)
  Adjustments to reconcile net loss to net cash
     used in operating activities:

  Depreciation and amortization                                   10,443,670     23,888,425
  Deferred compensation                                                             149,946
  Loss on sale of property and equipment                               2,307
  Loss (Gain) on sale of short-term securities                       (70,344)       108,929
  Deferred rent                                                       56,982         85,473
  Non-cash restructuring and impairment charges                   11,567,707     14,493,057
  Non-cash marketing expenses                                              -      2,003,762

  Changes in operating assets and liabilities, net
     of effect of acquisitions:

  Accounts receivable, net                                         1,834,170        794,811
  Prepaid and other current assets                                 1,299,546         (6,023)
  Accounts payable                                                (1,025,901)    (2,822,690)
  Accrued expenses                                                (2,778,708)     1,710,121
  Deferred revenue                                                  (677,894)      (110,434)

                                                                -------------  -------------
  Net cash used in operating activities                          (15,192,823)   (25,505,419)



  Cash flows from investing activities:

  Purchases of short-term securities                                 (58,638)   (26,161,841)
  Proceeds from sale and maturities of short-term securities       3,074,386     40,063,218
  Proceeds from sale of property and equipment . . . . . . . .       235,357
  Purchases of property and equipment                               (440,689)    (2,978,426)
  Cash paid for acquisitions, net of cash acquired                         -       (263,707)
  Receipt (payment) of security deposits, net                      1,996,001     (1,291,410)
                                                                -------------  -------------

Net cash provided by investing activities                          4,806,417      9,367,834

  Cash flows from financing activities:

  Payments under capital lease obligations                        (1,642,913)    (1,345,870)
  Payments of long-term debt                                               -        (59,239)
  Proceeds from exercise of options and warrants                           -        408,916
  Net proceeds from issuance of common stock                             599         68,333
                                                                -------------  -------------

Net cash used in financing activities                             (1,642,314)      (927,860)

  Net change in cash and cash equivalents                        (12,028,720)   (17,065,445)

  Effect of exchange rate changes on cash and cash equivalents       (25,284)       (62,167)


                                        3
<PAGE>
  Cash and cash equivalents at beginning of period                13,349,554     36,585,998

  Cash and cash equivalents at end of period                    $  1,295,550   $ 19,458,386

  Supplemental disclosure of noncash transactions:
    Equipment acquired under capital leases                     $          -   $     64,739
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


                                        4
<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,
theglobe.com  was  forced  to  take  additional cost-reduction and restructuring
initiatives,  which  included  closing  this  business.  Despite  closing  its
community  business  effective  August 15, 2001, the Company still maintains its
games  information  network,  which  includes  the  websites  HappyPuppy.com,
KidsDomain.com,  Computer Games Online (www.cgonline.com), GamesDomain.com , the
                                        -----------------
Computer  Games print magazine and the e-commerce distribution business of Chips
&  Bits, Inc. (www.chipsbits.com).  Currently, the Company's revenue sources are
principally the sale of print advertising in its games information magazine; the
sale  of  video  games  and related products through its e-commerce distribution
business;  the  sale  of  its  games information magazine through newsstands and
subscriptions;  electronic  commerce  revenue shares (representing the Company's
share  of  the  proceeds  from  its e-commerce partners' sales); and the limited
sales  of  online  advertising.  See  Note 6 - Subsequent Events for information
regarding  the  sale  of  certain  of the Company's online properties in October
2001.

The  Company's  December  31,  2000  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 raises
substantial  doubt  about  its  ability  to  continue  as  a  going  concern.
Management's  plans  to  continue  as  a going concern relies heavily on raising
additional  financing,  increasing  advertising  revenues  from  its  online and
offline  properties,  as  well  as,  reducing  the Company's operating expenses.
Management  is  currently  exploring  a  number of strategic alternatives and is
also  continuing  to  identify  and  implement  internal  actions to improve the
Company's  liquidity.  These  alternatives  may  include  selling  assets  or
internet  properties  which  could  result  in  significant  changes  in  the
Company's  business  plan.  The  consolidated  financial  statements  do  not
include  any  adjustments  that  might  result  from  the  outcome  of  this
uncertainty.

     The  Company's business is characterized by rapid technological change, new
product  development  and evolving industry standards. Inherent in the Company's
business  are  various  risks and uncertainties, including its limited operating
history,  unproven  business  model,  the continued advertising downturn and the
limited  history  of  commerce  and  advertising  on  the  Internet.

     (b)  Principles  of  Consolidation

     The condensed consolidated financial statements include the accounts of the
Company  and  its  wholly  owned  subsidiaries  from  their  respective dates of
acquisition  (see  Note  4).  All  significant  intercompany  balances  and
transactions  have  been  eliminated  in  consolidation.

     (c)  Unaudited  Interim  Condensed  Consolidated  Financial  Information

     The  unaudited  interim  condensed consolidated financial statements of the
Company  as  of  September  30,  2001  and  for  the three and nine months ended
September  30,  2001  and  2000 included herein have been prepared in accordance
with  the  instructions for Form 10-Q under the Securities Exchange Act of 1934,
as  amended,  and Article 10 of Regulation S-X under the Securities Act of 1933,
as  amended.  Certain  information  and  note  disclosures  normally included in
consolidated financial statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations  relating  to  interim  condensed consolidated financial statements.

     In  the opinion of management, the accompanying unaudited interim condensed
consolidated  financial  statements  reflect all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the financial position
of the Company at September 30, 2001 and the results of its operations for three
and  nine  months  ended September 30, 2001 and 2000 and its cash flows for nine
months  ended  September  30,  2001  and  2000.

     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, 2000, and for the three years then ended and related notes
included  in  the  Company's  10-K  filed  with  the  Securities  and  Exchange
Commission.

     (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, the realization of goodwill
and  other  intangible assets, accruals and other factors.  Actual results could
differ  from  those  estimates.


                                        5
<PAGE>
     (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
September  30,  2001  and $11.4 million of government securities at December 31,
2000.

     (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
September  30,  2001  and  December  31,  2000:

                                              SEPTEMBER 30,   DECEMBER 31,
                                                   2001           2000
                                              --------------  -------------

          Available for Sale Securities . . . $       50,850  $           -
                                              ==============  =============
          Held-to-maturity securities . . . . $            -  $   2,996,250
                                              ==============  =============


     (g)  Restricted  Investments

Restricted  investments  consists  of  a certificate of deposit which secure the
Company's  contingent liability under a standby letter of credit of $1.5 million
at  September  30,  2001.  The  letter  of  credit  relates  to  the  Company's
office-space  lease.  See  Note  6 - Subsequent Events for information regarding
the  release  of  the  restricted  investments  in  October  2001.

     (h)  Goodwill  and  Intangible  Assets

     Goodwill  and  intangible  assets  primarily  relates  to  the  Company's
acquisitions  accounted  for  under  the  purchase  method of accounting, or its
purchase  of  intangible  assets.  Under  the purchase method of accounting, the
excess  of  the  purchase price over the identifiable net tangible assets of the
acquired  entity  is  recorded  as  identified  intangible  assets and goodwill.
Goodwill  and  intangible  assets  are  stated  at  cost,  net  of  accumulated
amortization,  and  are  being amortized using the straight-line method over the
expected  period  of  benefit  ranging from 2 to 3 years (3 years for goodwill).

     (i)  Comprehensive  Loss

     The  Company's comprehensive loss was approximately $13.9 million and $16.6
million  for  the  three months ended September 30, 2001 and 2000, respectively,
and  $35.9  million  and  $65.8 million, respectively, for the nine months ended
September  30,  2001  and  2000.  The  Company's  other comprehensive loss as of
September 30, 2001 and December 31, 2000 consisted of approximately $121,000 and
$56,000  of  losses.  The September 30, 2001 other comprehensive loss represents
approximately  $122,000  of  foreign  currency  translation  adjustments  and
approximately  $1,000  of  unrealized gains on short-term marketable securities.
The other comprehensive loss as of December 31, 2000 is related to the Company's
foreign  currency  translation  adjustment.

     (j)  Revenue  Recognition

     ADVERTISING

     The  Company's  revenues are currently derived principally from the sale of
print  advertisements  under  short-term  contracts,  video  games  and  related
products,  the  publishing  of  a games information magazine, and limited online
advertisements.  To  date, the duration of the Company's advertising commitments
has  generally  averaged  from one to three months.  Online advertising revenues
are  recognized  ratably  in the period in which the advertisement is displayed,
provided  that  no  significant Company obligations remain and collection of the
resulting  receivable  is  probable.  Company  obligations typically include the
guarantee  of  a minimum number of "impressions", defined as the number of times
that  an  advertisement  appears  in  pages viewed by the users of the Company's
online properties, for a fixed fee.  Payments received from advertisers prior to
displaying  their advertisements on the Company's sites are recorded as deferred


                                        6
<PAGE>
revenues  and  are  recognized  as  revenue  ratably  when  the advertisement is
displayed.  To the extent minimum guaranteed impressions levels are not met, the
Company defers recognition of the corresponding revenues until guaranteed levels
are achieved.  The Company's online advertising revenue includes the development
and  sale  of  sponsorship  placements  within  its  web sites. Development fees
related  to  the  sale  of sponsorship placements on the Company's web sites are
deferred  and  recognized ratably as revenue over the term of the contract.  The
Company  also  derives  revenue  through the sale of advertisements in its games
information  magazine, which was acquired in February 2000. Advertising revenues
for  the  games  information  magazine  are  recognized  at  the  on-sale  date.

     Advertising  revenue from the Company's online properties for the three and
nine  months  ended  September 30, 2001 and 2000, respectively, was $0.5 million
and $2.9 million, and $2.9 million and $12.7 million, respectively.  Advertising
revenue  from  the  Company's games magazine for the three and nine months ended
September 30, 2001 and 2000, respectively was $0.7 million and $2.4 million, and
$1.2  million  and $2.1 million, respectively. Advertising revenue accounted for
37%  and  42%, and 60% and 67% of total revenues for three and nine months ended
September  30,  2001  and 2000, respectively. See Note 6 - Subsequent Events for
information  regarding the sale of certain of the Company's online properties in
October  2001.

     The  Company  trades  advertisements  on its web properties in exchange for
advertisements  on  the  Internet sites of other companies.  Barter revenues and
expenses are recorded at the fair market value of services provided or received,
whichever  is  more  readily  determinable  in  the circumstances.  Revenue from
barter transactions is recognized as income when advertisements are delivered on
the  Company's  web properties.  Barter expense is recognized when the Company's
advertisements  are run on other companies' web sites, which typically occurs in
the  same  period  in  which  barter revenue is recognized.  Barter revenues and
expenses  were 2% and 4% for the three and nine months ended September 30, 2001,
respectively,  and  6%  and  5%  of total revenues for the three and nine months
ended  September  30,  2000,  respectively.

     ELECTRONIC  COMMERCE  AND  OTHER

     The Company derives other revenues from the sale of video games and related
products  through  its  online store, the sale of its games information magazine
through  newsstands,  and  subscriptions and electronic commerce revenue shares.
Sales  from  the  online  store  are  recognized  as revenue when the product is
shipped  to  the  customer. Freight out costs are included in net sales and have
not been significant to date.  The Company provides an allowance for merchandise
sold  through  its  online  store.  The  allowance provided to date has not been
significant.  Newsstand  sales  of the games information magazine are recognized
at the on-sale date, net of provisions for estimated returns.  Subscriptions are
recorded  as  deferred  revenue when initially received and recognized as income
pro  ratably  over  the subscription term.  Revenues from the Company's share of
the  proceeds  from  its  e-commerce  partners'  sales  are  recognized  upon
notification  from  its  partners  of sales attributable to the Company's sites.
Sales  through  the online store accounted for 31% and 28% of total revenues for
the  three  and  nine months ended September 30, 2001, respectively, and 25% and
25%  of  total  revenues for the three and nine months ended September 30, 2000,
respectively.  Sales  of  the  Company's  games  information  magazine  through
newsstands  and subscriptions accounted for 33% and 29%, and 14% and 8% of total
revenue for the three and nine months ended September 30, 2001 and September 30,
2000,  respectively.  The  Company  acquired  its  games information magazine in
February 2000.  To date, revenues from the Company's electronic commerce revenue
share  agreements  have  been  immaterial.

     (k)  Concentration  of  Credit  Risk

     Financial instruments which subject the Company to concentrations of credit
risk  consist  primarily  of  cash and cash equivalents, short-term investments,
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 and nine months ended September 30, 2001 and 2000, 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  September  30,  2001.

     (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.

     Diluted  net  loss  per share for the three and nine months ended September
30,  2001  and  2000  does  not  include  the effects of (1) options to purchase
3,472,292  and  4,863,377 shares of common stock, respectively, and (2) warrants
to  purchase  4,011,534  and  4,011,534  shares  of  common stock, respectively.



                                        7
<PAGE>
     (m)  Segment  Reporting

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

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

     (n)  Recent  Accounting  Pronouncements

     In  June  1998,  Statement  of  Financial  Accounting  Standard  No.  133,
"Accounting  for Derivative Instruments and Hedging Activities" ("SFAS 133") was
issued  and, as amended by SFAS 137, was adopted by us on January 1, 2001.  SFAS
No.  133  establishes  accounting  and  reporting  standards  for  derivative
instruments,  including  derivative instruments embedded in other contracts, and
for  hedging  activities.  The Company's adoption of this statement in the first
quarter  of  2001, did not have a significant impact on the Company's historical
financial  statements  as  derivative  instruments or hedging activities are not
currently  used.

     FASB  Interpretation  No  44, Accounting for Certain Transactions Involving
Stock Compensation" ("FIN No. 44") provides guidance for applying APB Opinion No
25.  "Accounting  for  Stock  Issued to Employees.  With certain exceptions, FIN
No.  44  applies  prospectively to new awards, exchanges of awards in a business
combination,  modifications  to outstanding awards and changes in grantee status
on  or  after  July  1, 2000.  The Company applied FIN No. 44 to account for its
cancellation  and  reissuance  of  options  and  there has been no impact on its
results  of operations for the year ended December 31, 2000.  The Company cannot
estimate  the  impact  of  FIN No. 44 on its future results of operations as the
charge  is  dependent  on the future market price of the Company's common stock,
which  cannot  be  predicted  with  any  degree  of  certainty.  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.

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business  Combinations,"  and  SFAS  No.  142,  "Goodwill  and Other Intangible
Assets."  SFAS  No.  141 requires that the purchase method of accounting be used
for  all  business  combinations  initiated  after  June 30, 2001 as well as all
purchase  method  business combinations completed after June 30, 2001.  SFAS No.
141  also  specifies  criteria  intangible  assets acquired in a purchase method
business  combination  must  meet  to  be  recognized  and  reported  apart from
goodwill, noting that any purchase price allocable to an assembled workforce may
not  be  accounted  for separately.  SFAS No. 142 will require that goodwill and
intangible  assets  with  indefinite  useful  lives  no longer be amortized, but
instead  tested  for  impairment  at  least  annually  in  accordance  with  the
provisions  of  SFAS  No.  142.  SFAS  No. 142 will also require that intangible
assets  with  definite useful lives be amortized over their respective estimated
useful  lives to their estimated residual values, and reviewed for impairment in
accordance  with  SFAS  No.  121,  "Accounting  for the Impairment of Long-Lived
Assets  and  for  Long-Lived  Assets  to  Be  Disposed  Of."

     The Company is required to adopt the provisions of SFAS No. 141 immediately
and  SFAS  No. 142 effective January 1, 2002.  Furthermore, any goodwill and any
intangible  asset determined to have an indefinite useful life that are acquired
in  a  purchase  business  combination completed after June 30, 2001 will not be
amortized,  but  will continue to be evaluated for impairment in accordance with
the appropriate pre-SFAS No. 142 accounting literature.  Goodwill and intangible
assets  acquired  in  business  combinations  completed before July 1, 2001 will
continue  to  be  amortized  prior  to  the  adoption  of  SFAS  No.  142.

     SFAS  No.  141 will require upon adoption of SFAS No. 142, that the Company
evaluate  its  existing  intangible  assets and goodwill that were acquired in a
prior purchase business combination, and to make any necessary reclassifications
in  order to conform with the new criteria in SFAS No. 141 for recognition apart
from  goodwill.  Upon  adoption of SFAS No. 142, the Company will be required to
reassess  the useful lives and residual values of all intangible assets acquired
in  purchase  business  combinations, and make any necessary amortization period
adjustments by the end of the first interim period after adoption.  In addition,
to  the  extent an intangible asset is identified as having an indefinite useful
life,  the  Company will be required to test the intangible asset for impairment
in  accordance  with  the  provisions  of  SFAS No. 142 within the first interim
period.  Any  impairment  loss  will  be measured as of the date of adoption and
recognized  as  the cumulative effect of a change in accounting principle in the
first  interim  period.

     In  connection  with  the transitional goodwill impairment evaluation, SFAS
No. 142 will require the Company to perform an assessment of whether there is an
indication  that goodwill is impaired as of the date of adoption.  To accomplish
this  the  Company  must identify its reporting units and determine the carrying
value  of each reporting unit by assigning the assets and liabilities, including
the  existing goodwill and intangible assets, to those reporting units as of the
date  of adoption.  The Company will then have up to six months from the date of
adoption  to  determine  the fair value of each reporting unit and compare it to
the reporting unit's carrying amount.  To the extent a reporting unit's carrying
amount  exceeds  its  fair value, an indication exists that the reporting unit's
goodwill  may  be  impaired  and the Company must perform the second step of the


                                        8
<PAGE>
transitional  impairment test.  In the second step, the Company must compare the
implied  fair  value  of the reporting unit's goodwill, determined by allocating
the  reporting  unit's  fair  value  to  all  of  it  assets  (recognized  and
unrecognized) and liabilities in a manner similar to a purchase price allocation
in  accordance with SFAS No. 141, to its carrying amount, both of which would be
measured  as  of  the  date  of  adoption.  This  second  step is required to be
completed  as  soon  as  possible,  but  no  later  than  the end of the year of
adoption.  Any transitional impairment loss will be recognized as the cumulative
effect  of  a  change  in  accounting  principle  in  the Company's statement of
earnings.

     As  of  the  date  of  adoption,  the  Company  expects to have unamortized
goodwill  in  the  amount  of  $3.3 million, all of which will be subject to the
transition provisions of SFAS Nos. 141 and 142.  Amortization expense related to
goodwill was $27.2 and $7.7 million for the year ended December 31, 2000 and the
nine  months  ended  September 30, 2001, respectively.  Because of the extensive
effort  needed  to  comply  with  adopting  SFAS  Nos.  141  and  142, it is not
practicable  to  reasonably  estimate the impact of adopting these Statements on
the Company's financial statements at the date of this report, including whether
any  transitional  impairment  losses  will  be required to be recognized as the
cumulative  effect  of  a  change  in  accounting  principle.

     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  is  required  to  adopt  Statement 144 no later than the year
beginning  after  December  15,  2001, and plans to adopt its provisions for the
quarter  ending  March  31,  2002.  Management  does  not expect the adoption of
Statement  144  for  long-lived assets held for use to 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.  Therefore,  management  cannot determine the potential effects that
adoption  of  Statement  144  will  have  on the Company's financial statements.

     (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.  As described above in
note  1(n),  the  Company  is  accounting for these repriced 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  year  ended  December  31,  2000  and  the three and nine months ended
September  30,  2001,  there  has  been  no  compensation charge relating to the
repricing.  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)  RESTRUCTURING  AND  IMPAIRMENT  CHARGES

For  the  three  and  nine months ended September 30, 2001, the Company recorded
restructuring  and  impairment  charges  of  $8.6  million  and  $13.7  million,
respectively.  For  the  three  and  nine  months  ended September 30, 2000, the
Company  recorded  restructuring and impairment charges of $0 and $15.6 million,
respectively.

In the second quarter of 2001, the Company announced cost-reduction initiatives.
These  initiatives  included  the  elimination  of  59  positions, or 31% of the
Company's workforce.  The severance benefits of $469,610 were paid in the second
quarter  of  2001.  Additionally, the Company closed its San Francisco office in
May  2001  and  an  additional  $54,000  security  deposit  was  relinquished as
settlement  to  terminate  the  remaining  lease  obligation.

In  the  second quarter of 2001, the Company recorded impairment charges of $4.5
million  as  a  result  of  management's  ongoing business review and impairment
analysis  performed under its existing policy regarding impairment of long-lived
assets.


                                        9
<PAGE>
In  the  third quarter of 2001, the Company continued its cost cutting measures.
The  Company  eliminated  60  additional  positions,  or  58%  of  the Company's
workforce.  As  a  result,  severance  benefits of $1.0 million were paid in the
third  quarter  of  2001.

Additionally,  the  Company terminated its lease at 120 Broadway in New York and
its  operations  relocated  to  a significantly smaller facility in New York, in
September  2001.  The Company also decided to shut down its www.theglobe.com and
www.webjump.com  web  sites effective August 15, 2001.  The servers located in a
facility  in  Staten  Island, New York were in use through August 31, 2001.  The
Company  discontinued  the  use  of  these servers on August 31, 2001 and is now
using  hosted facilities for its live web sites.  As a result of these measures,
the  Company  recorded  net  restructuring and impairment charges related to the
fixed  assets  consisting  of  computer  hardware  and  software,  furniture and
fixtures,  communications  equipment  and  leasehold  improvements  at  the  two
locations  totaling  approximately  $3.67  million  and  miscellaneous  net
restructuring  credit  amounts  related to settlement of prepaid items, accruals
and  capital  lease  obligations  totaling  approximately  $0.26  million

Further,  in  the  third  quarter  of  2001,  the  Company  recorded  additional
impairment  charges  of  $4.2  million, $3.6 million related to Chips & Bits and
Strategy  Plus  and  $0.6  million  related to Attitude Network, Ltd. related to
goodwill  and  other  intangible  assets,  as  a  result of management's ongoing
business  review  and  impairment  analysis  performed under its existing policy
regarding  impairment  of long-lived assets.  The Company had recorded a similar
initial  impairment  charge  of $19.6 million in fourth quarter of 2000 and $4.5
million  in the second quarter of 2001.  This compares with $0 million and $15.6
million  for  the for the three and nine months ended September 30, 2000 related
to the closing of electronic commerce operations in Seattle, Washington in April
2000.  The  closure of the Seattle operations was the result of a realignment of
the  Company's  electronic  commerce  operations  to focus on the direct sale of
games.

Where impairment indicators were identified, management determined the amount of
the  impairment  charge  by  comparing the carrying values of goodwill and other
long-lived  assets  to their fair values. Management determines fair value based
on  a  market  approach which mainly includes proposals for sale of its business
properties.  As  a  result,  during management's quarterly review of   the value
and periods of amortization of both goodwill and other long-lived assets, it was
determined  that  the  carrying value of goodwill and certain other tangible and
intangible  assets  were  not  fully  recoverable.

In 1999, the Company completed acquisitions of Attitude Network, Ltd and the web
hosting  assets of Webjump.com ("Web-based properties") and in February 2000, of
Strategy  Plus,  Inc.  and  Chips  and  Bits,  Inc.   The  Company also acquired
tangible  assets  such  as  server and computer equipment principally during the
years 1999 and 2000. These tangible assets were used for serving and hosting the
various  websites  of  the  Company.  The  Company's revaluation of goodwill and
intangible  assets related to its Web-based properties, other businesses and the
tangible assets was triggered by the continued and prolonged decline in Internet
advertising  throughout  2000  and  2001,  which  significantly impacted current
projected  advertising  revenue  generated  from  these web-based properties and
downturn  in  computer games e-commerce business and has resulted in declines in
operating and financial metrics over the past several quarters, in comparison to
the  metrics  forecasted  at  the  time  of  their  respective  acquisitions.

It  was determined that the fair value of goodwill and intangible assets related
to its web-based properties, other businesses and tangible assets were less than
the recorded amount.  The methodology used to test for and measure the amount of
the  impairment  charge  related  to the intangible assets was based on the same
methodology  as used during the initial acquisition valuation of these web-based
properties  and  other businesses. The impairment related to the tangible assets
was  based on the estimated net realizable value of these assets. The impairment
factors evaluated by management may change in subsequent periods, given that the
Company's  business  operates  in  a  highly volatile business environment. This
could  result  in  material  impairment  charges  in  the  future.

As  of September 30, 2001, after giving effect to the fourth quarter of 2000 and
year-to-date 2001 impairment charges, the total remaining amount of goodwill and
other  intangible  assets,  net, is $0.8 million for Attitude Networks which was
acquired  in  April  1999, zero for Webjump which was acquired in December 1999,
and  $4.0  million  for  Chips and Bits and Strategy Plus which were acquired in
February  2000.

As  of  September  30,  2001,  the  amount  remaining  in  the  Factorymall.com
restructuring  accrual  recorded  in  the  second  quarter  of  2000 is $40,000,
primarily  related  to  severance, which was paid out in October 2001. The total
restructuring  accrual  of  $40,000  is  included  within  accrued  expenses.

See  Note 6 - Subsequent Events for information regarding the sale of certain of
the  Company's  online  properties  in  October  2001.

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

     On  February  24,  2000,  CB Acquisition Corp. ("CB Merger Sub"), a Vermont
corporation  and  a wholly-owned subsidiary of theglobe was merged with and into
Chips & Bits, Inc., a Vermont corporation ("Chips & Bits"), with Chips & Bits as
the  surviving  corporation  (the  "CB  Merger").  Also on February 24, 2000, SP
Acquisition  Corp.  ("SP  Merger Sub"), a Vermont corporation and a wholly-owned
subsidiary  of theglobe, was merged with and into Strategy Plus, Inc., a Vermont
corporation  ("Strategy  Plus"), with Strategy Plus as the surviving corporation
(together  with  the  CB  Merger,  the  "Mergers").  The  Mergers  were effected


                                       10
<PAGE>
pursuant  to an Agreement and Plan of Merger dated as of January 13, 2000 by and
among  theglobe, CB Merger Sub, SP Merger Sub, Chips & Bits, Strategy Plus, Yale
Brozen  and  Christina  Brozen  (the  "Merger  Agreement").  As  a result of the
Mergers, both Chips & Bits and Strategy Plus became wholly-owned subsidiaries of
theglobe.

     The  consideration paid by the Company consisted of 1,903,977 shares of the
Company's  Common  Stock,  valued  at  $14.9 million.  The Company also incurred
acquisition  costs of approximately $0.6 million.  An additional payment of $1.3
million  in  newly  issued  shares  of  Common  Stock  was  contingent  upon the
attainment  of  certain  performance  targets  by Chips & Bits and Strategy Plus
during  the  2000  fiscal  year. See note 5 (b) regarding the settlement of this
contingent  obligation.  This contingency was resolved without any impact on the
Company.

     This transaction was accounted for under the purchase method of accounting.
The  aggregate  purchase  price  of  these  transactions was $15.5 million.  The
Company  has  allocated  $1.1 million to the net tangible assets of Chips & Bits
and  $1.6  million  to  the  net  tangible  liabilities  of  Strategy Plus.  The
historical  carrying amounts of the net tangible assets acquired and liabilities
assumed  by  the  Company  approximated  their  fair market value on the date of
acquisition.  The  purchase  price in excess of the fair market value of the net
tangible  assets  acquired  and  liabilities  assumed by the Company amounted to
$16.0  million  and  has been preliminarily allocated to goodwill.  The goodwill
amount  is  being  amortized  under  the  straight-line method over an estimated
useful  life of 3 years, the expected period of benefit. The remaining amount of
goodwill  and  other  intangibles, net is $4.0 million as of September 30, 2001.
Chips  &  Bits  and  Strategy  Plus's  results of operations are included in the
condensed  consolidated  statement  of  operations  from  February  24,  2000.

     The  following unaudited pro forma consolidated financial information gives
effect to the above described acquisition, as if the acquisition had occurred at
January 1, 2000 by consolidating the results of operations of the Company, Chips
&  Bits and Strategy Plus for the three and nine months ended September 30, 2000
and  2001.

<TABLE>
<CAPTION>
                                                           Three Months Ended    Nine Months Ended
                                                             September 30           September 30
                                                          --------------------  --------------------
                                                            2001       2000       2001       2000
                                                          ---------  ---------  ---------  ---------
<S>                                                       <C>        <C>        <C>        <C>
                                                             (in thousands, except per share data)

Revenue. . . . . . . . . . . . . . . . . . . . . . . . .  $  3,369   $  6,749   $ 12,664   $ 23,804
Net loss . . . . . . . . . . . . . . . . . . . . . . . .  $(13,841)  $(16,589)  $(35,844)  $(67,122)
Basic and diluted net loss per share . . . . . . . . . .  $  (0.46)  $  (0.53)  $  (1.18)  $  (2.20)
Weighted average basic and diluted shares outstanding. .    30,382     31,050     30,382     30,536
</TABLE>



(5)  COMMITMENTS  AND  CONTINGENCIES

     (a)  Litigation

     On  June  20, 2000, Infonent.com, Inc. filed a Complaint and a motion for a
preliminary injunction to enjoin the Company from invoking its contractual right
to  terminate  the registration statement for Infonent.com, Inc.'s shares in the
Company.  In  an  order entered July 18, 2000, the U.S. Bankruptcy Court for the
Northern District of California (San Jose Division) granted Infonent.com, Inc.'s
motion  to  the  extent of barring the Company from terminating the registration
statement  for  a period of 45 days, commencing on July 3, 2000.  On October 26,
2000,  the  Securities  and Exchange Commission declared effective the Company's
amended  registration  statement  which  terminated  the  registration statement
relating  to  Infonent.com's  shares  in  the  Company.

     On February 14, 2001, Mohammed Poonja, Chapter 11 Trustee for the estate of
Infonent.com,  Inc.  (the "Trustee"), served an Amended Complaint on the Company
and  Jump  Acquisition,  LLC ("Jump").  The Amended Complaint asserts claims for
violation  of  the  automatic stay provision, 11 U.S.C. Sec. 362, as a result of
the  Company's  exercise  of its contractual right to terminate the registration
statement  for Infonent.com, Inc.'s shares in the Company pursuant to a November
30,  1999  Registration  Rights  Agreement between the Company and Infonent.com,
Inc.;  breach  of  contract for the Company's and Jump's alleged failure to make
certain  earn-out  payments  to Infonent.com, Inc. in connection with a November
30, 1999 purchase agreement (the "Agreement"); breach of the implied covenant of
good faith and fair dealing in connection with the Agreement; fraud; negligence;
and breach of contract and breach of the implied covenant of good faith and fair
dealing  for  its  alleged  delay  in  registering  newly-issued  shares  of the
Company's  common  stock  in  connection with the Registration Rights Agreement.
The  Amended Complaint sought $9,524,859 in damages, plus interest, compensatory
damages  on  the  automatic stay cause of action, costs and disbursements of the
action, and attorneys' fees.  The Company filed an Answer on May 2, 2001 denying
the  allegations  made  in the Amended Complaint.  The Trustee has withdrawn its
claim  for  violation of the Automatic Stay by the Company.  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  by  the  Company.

     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.  The  lawsuits  were filed in the United States District Court
for  the Southern District of New York. The lawsuits purport to be class actions
filed on behalf of purchasers of the stock of the Company during the period from
November  12,  1998  through  December  6,  2000.  Plaintiffs  allege  that  the
underwriter  defendants agreed to allocate stock in the Company's initial public
offering  to  certain  investors  in  exchange  for  excessive  and  undisclosed
commissions  and  agreements  by those investors to make additional purchases of


                                       11
<PAGE>
stock  in  the aftermarket at pre-determined prices.  Plaintiffs allege that the
Prospectus for the Company's initial public offering was false and misleading in
violation of the securities laws because it 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
complaints  have  been  consolidated  into  a  single action. The Company is not
required  to  respond  to  Plaintiffs' claims before a consolidated complaint is
filed.  However,  due  to  the  inherent  uncertainties of litigation, we cannot
accurately  predict  the  ultimate  outcome  of  the litigation. Any unfavorable
outcome  of  this  litigation  could  have  an  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.  See Note 5 (a) above
for  additional  information.

     In connection with the acquisition of Chips & Bits, Inc. and Strategy Plus,
Inc.  in February 2000, an additional payment of $1.25 million, payable in newly
issued  shares  of  Common  Stock,  was  contingent on the attainment of certain
performance  targets by Chips & Bits, Inc. and Strategy Plus, Inc. During August
2001,  the  Company  settled  the  contingency  resulting  in  no  additional
consideration  being  paid  to  the  former  shareholders.

(6)  SUBSEQUENT  EVENTS

On  October  9,  2001,  restricted cash of $1.5 million related to the Company's
office  space  lease  was  released and became available for the Company to use.

On October 17, 2001, the Company sold to British Telecommunications, plc all the
assets  used  in  connection with the Games Domain and Console Domain web sites.
The  total  consideration for the purchase is the sum of: $420,000 upon contract
completion;  a  first  installment  payment of a minimum of $147,500 and up to a
maximum  of  $220,500,  based  on  the percentage achievement of a predetermined
revenue  target for the fourth quarter of 2001, ending December 31, 2001; and, a
second  installment  of  a  minimum of $147,500 and up to a maximum of $220,500,
based  on  the  percentage achievement of a predetermined revenue target for the
first  quarter  of  2002,  ending  March  31,  2002.  The  minimum  potential
consideration  is  $715,000 and the maximum potential consideration is $861,000.

In  addition,  on  October  30,  2001,  the  Company  sold  to the management of
Kaboose.com  Inc. all the assets used in connection with the Kids Domain.com web
site  for  $75,000.

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

     The  following  Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations  contains  "forward-looking  statements" within the
meaning  of  Section  27A  of  the Securities Act of 1933 and Section 21E of the
Securities  Exchange  Act  of  1934.  These  forward-looking  statements  can be
identified  by  the  use  of  predictive,  future-tense  or  forward-looking
terminology, such as "believes," "anticipates," "expects," "estimates," "plans,"
"may,"  "intends,"  "will,"  or similar terms.  Investors are cautioned that any
forward-looking  statements are not guarantees of future performance and involve
significant  risks  and  uncertainties,  and  that  actual  results  may  differ
materially from those projected in the forward-looking statements as a result of
various  factors  described  under  "Risk Factors" and elsewhere in this report.
The following discussion should be read together with the consolidated financial
statements  and  notes  to  those  statements included elsewhere in this report.

RECENT  DEVELOPMENTS

On  October 9, 2001, restricted cash of $1.5 million related to our office space
lease  was  released  and  became  available  for  us  to  use.

On  October  17, 2001, we sold to British Telecommunications, plc all the assets
used  in  connection  with  the  Games Domain and Console Domain web sites.  The
total  consideration  for  the  purchase  is  the sum of: $420,000 upon contract
completion;  a  first  installment  payment of a minimum of $147,500 and up to a
maximum  of  $220,500,  based  on  the percentage achievement of a predetermined
revenue  target for the fourth quarter of 2001, ending December 31, 2001; and, a
second  installment  of  a  minimum of $147,500 and up to a maximum of $220,500,
based  on  the  percentage achievement of a predetermined revenue target for the
first  quarter  of  2002,  ending  March  31,  2002.  The  minimum  potential
consideration  is  $715,000 and the maximum potential consideration is $861,000.


                                       12
<PAGE>
On  October  30,  2001,  we  sold  to the management of Kaboose.com Inc. all the
assets  used  in  connection  with  the  Kids  Domain.com  web site for $75,000.

OVERVIEW

     As  of September 30, 2001, we were a network of six wholly-owned properties
(five  of  which  are online properties and one of which is an offline property)
focused  on delivering games information and selling games to our members in the
United States and abroad.  Each of these six properties specializes in the games
business.   The  five  online  properties  are:  HappyPuppy.com, KidsDomain.com,
GamesDomain.com,  Computer  Games  Online  (cdmag.com),  and  Chips  &  Bits
(chipsbits.com),  as  well  as  our  offline  property  Computer Games Magazine.
GamesDomain.com  was sold on October 17, 2001 to British Telecommunications, plc
and  Kids  Domain.com  was  sold  to  Kaboose.com  Inc.  on  October  30,  2001.

     Our  revenues  are  currently  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 e-commerce distribution business Chips &
Bits,  Inc.;  through  the  sale  of  our  games  information  magazine  through
newsstands  and  subscriptions;  through  electronic  commerce  revenue  shares
(representing  our  share  of the proceeds from our e-commerce partners' sales);
and  through  limited  sale  of  online  advertisements,  which  includes  the
development  and  sale  of  sponsorship placements within our web sites (we earn
revenue  on sponsorship contracts for fees relating to the design, coordination,
and  integration  of  the  customer's  content  and  links).

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

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

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

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

     In  December 1999, we acquired the web hosting assets of Webjump.com, a web
hosting property that primarily focuses on small businesses.  The total purchase
price  for this transaction was $13.0 million and was primarily comprised of 1.1
million  shares  of  newly  issued  Common  Stock.  An additional $12.5 million,
payable  in  newly  issued shares of Common Stock, 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 law
suit  against  us claiming that they are entitled to $9.5 million related to the
above  mentioned targets. That lawsuit was settled by the Company for payment of
$175,000  in  August  2001.  See  Part  I - Item 5 - Legal and Note 5 (a) to our
interim  condensed consolidated financial statements for additional information.

     In  February  2000, we acquired Chips & Bits, Inc. and Strategy Plus, Inc.,
providers  of  online  and  offline  entertainment  content focused towards game
enthusiasts.  The  total  purchase  price for this transaction was approximately
$15.3  million and was comprised, in part, of 1.9 million newly issued shares of
Common  Stock.  An  additional  $1.25 million, payable in newly issued shares of
Common Stock, was contingent on the attainment of certain performance targets by
Chips  &  Bits,  Inc.  and  Strategy  Plus, Inc. During August 2001, the Company
settled  the  contingency resulting in no additional consideration being paid to
the  former  shareholders.

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 we acquired in February 2000; through the sale of
video  games  and  related products through our e-commerce distribution business
Chips  &  Bits, Inc.; through the sale of our games information magazine through
newsstands  and  subscriptions;  through  electronic  commerce  revenue  shares
(representing  our  share  of the proceeds from our e-commerce partners' sales);
and  through  limited  sale  of  online  advertisements,  which  includes  the
development  and  sale  of  sponsorship placements within our web sites (we earn
revenue  on sponsorship contracts for fees relating to the design, coordination,
and  integration  of  the  customer's  content and links).  We sell a variety of
online  advertising  packages to clients, including banner advertisements, event
sponsorships,  and  targeted  and  direct  response  advertisements.  Our online
advertising  revenues  are  derived  principally  from  short-term  advertising
arrangements,  averaging  one  to three months. We generally guarantee a minimum
number  of  impressions,  defined  as  the number of times that an advertisement
appears  in pages viewed by the users of our online properties, for a fixed fee.


                                       13
<PAGE>
     Revenues decreased to $3.4 million and $12.7 million for the three and nine
months  ended September 30, 2001 as compared with $6.7 million and $22.1 million
for the three and nine months ended September 30, 2000. Advertising revenues for
the  three  and  nine months ended September 30, 2001 were $1.2 million and $5.3
million,  respectively,  which  represented  37%  and  42%  of  total  revenues.
Advertising revenues for the three and nine months ended September 30, 2000 were
$4.1  million  and $14.8 million, respectively, which represented 60% and 67% of
total revenues.  The decrease in advertising revenues was primarily attributable
to an industry-wide decrease in the on-line advertising market which is expected
to continue through at least the balance of 2001, and possible into 2002, and to
a  dramatic  reduction  in  the Company's sales force as part of the August 2001
cost  reduction  and  restructuring  initiatives.  Advertising  revenue from our
online  properties  for  the  three and nine months ended September 30, 2001 and
2000,  respectively,  was  $0.5  million  and $2.9 million, and $2.9 million and
$12.7  million,  respectively.  Advertising  revenue from our games magazine for
the  three  and  nine months ended September 30, 2001 and 2000, respectively was
$0.7  million and $2.4 million, and $1.2 million and $2.1 million, respectively.
Sales  of merchandise through our online store accounted for $1.0 million or 31%
and  $3.6  million  or  28%,  and $1.7 million or 25% and $5.5 million or 25% of
total  revenues for the three and nine months ended September 30, 2001 and 2000,
respectively.  In  order  to realign our e-commerce operations to focus on video
games  and  related  products,  the  Company  shut  down its electronic commerce
operations  in  Seattle Washington in April 2000. Sales of our games information
magazine  through newsstands and subscriptions accounted for $1.1 million or 33%
and $3.7 million or 29%, and $1.0 million or 15% and $1.8 million or 8% of total
revenues  for  the  three  and  nine  months  ended  September  30 2001 and 2000
respectively.  We  acquired  our  games  information  magazine in February 2000.
Price  increases  and  significant increases in circulation account for the year
over  year  increase  as  well  as  the strategy to diversify revenues with less
dependency  on  advertising  revenues.

     Cost  of  Revenues.  Cost  of  revenues  consists  primarily  of  Internet
connection  charges,  staff  and  related  costs  of  operations  personnel,
depreciation  and maintenance costs of web site 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 25% and 22%, and 28% and 37% for the
three  and  nine  months  ended  September 30, 2001 and 2000, respectively.  The
period-to-period  decrease  in  gross  margin  for  the  three-month  and  the
period-to-period  decrease  in  the  gross margin for the nine-month periods was
primarily  attributable  to  a  higher  concentration of electronic commerce and
print  advertising  sales  in  our  games  information  magazine,  both of which
traditionally  result  in  lower gross margins than online advertising revenues.

     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 expense. Sales and marketing expense was $1.8 million and
$8.8  million for the three and nine months ended September 30, 2001 as compared
with  $6.1  million  and  $19.6  million  for  the  three  and nine months ended
September 30, 2000. The period-to-period decrease in sales and marketing expense
was  attributable  to  reduced  personnel costs and decreased advertising costs.

     Product  Development.  Product  development  expenses  include salaries and
related  personnel  costs,  expenses incurred in connection with the development
of, testing of and upgrades to our web sites and community management tools, and
editorial  and  content  costs.  Product  development expenses decreased to $0.6
million  and $3.6 million for the three and nine months ended September 30, 2001
as  compared  to  $2.6  and  $8.4  million  for  the three and nine months ended
September  30,  2000.  The  period-to-period  decrease  was  related  to  our
restructuring  and  cost  containment  initiatives.

     General  and  Administrative  Expenses. General and administrative expenses
consist  primarily of salaries and related personnel costs for general corporate
functions  including  finance,  human  resources,  legal and facilities, outside
legal  and  professional  fees, bad debt expenses and general corporate overhead
costs.  General  and  administrative expenses were $1.7 and $5.7 million for the
three  and  nine months ended September 30, 2001 as compared with $3.9 and $10.6
million  for  the  three  and  nine  months  ended  September  30,  2000.  The
period-to-period  decrease  was primarily attributable to decreased salaries and
personnel  costs  as  a  result  of  our  restructuring  and  cost  containment
initiatives.

     Restructuring and Impairment Charges.   For the three and nine months ended
September  30,  2001,  we  recorded restructuring and impairment charges of $8.6
million  and  $13.7  million, respectively.  For the three and nine months ended
September  30,  2000, we recorded restructuring and impairment charges of $0 and
$15.6  million,  respectively.

In  the  second quarter of 2001, we announced cost-reduction initiatives.  These
initiatives  included  the elimination of 59 positions, or 31% of our workforce.
The  severance  benefits  of  $469,610  were paid in the second quarter of 2001.
Additionally,  we  closed our San Francisco office in May 2001 and an additional
$54,000  security  deposit  was  relinquished  as  settlement  to  terminate the
remaining  lease  obligation.

In the second quarter of 2001, we recorded impairment charges of $4.5 million as
a  result  of  management's  ongoing  business  review  and  impairment analysis
performed  under  its existing policy regarding impairment of long-lived assets.

In  the  third  quarter  of  2001,  we  continued its cost cutting measures.  We
eliminated  60  additional  positions,  or  58%  of our workforce.  As a result,
severance  benefits  of  $1.0  million  were  paid in the third quarter of 2001.

Additionally,  we  terminated  our  lease  at  120  Broadway in New York and our
operations  relocated  to  a  significantly  smaller  facility  in  New York, in
September  2001.  We  also  decided  to  shut  down  our  www.theglobe.com  and


                                       14
<PAGE>
www.webjump.com  web  sites effective August 15, 2001.  The servers located in a
facility  in  Staten  Island,  New York were in use through August 31, 2001.  We
discontinued  the  use  of these servers on August 31, 2001 and we are now using
hosted  facilities  for  our  live web sites.  As a result of these measures, we
recorded  net  restructuring  and impairment charges related to the fixed assets
consisting  of  computer  hardware  and  software,  furniture  and  fixtures,
communications  equipment  and  leasehold  improvements  at  the  two  locations
totaling  approximately $3.67 million and miscellaneous net restructuring credit
amounts  related  to  settlement  of  prepaid  items, accruals and capital lease
obligations  totaling  approximately  $0.26  million

Further, in the third quarter of 2001, we recorded additional impairment charges
of $4.2 million, $3.6 million related to Chips & Bits and Strategy Plus and $0.6
million  related  to  Attitude  Network,  Ltd,  related  to  goodwill  and other
intangible  assets,  as  a  result  of  management's ongoing business review and
impairment  analysis performed under its existing policy regarding impairment of
long-lived assets.  We had recorded a similar initial impairment charge of $19.6
million  in  fourth  quarter  of  2000 and $4.5 million in the second quarter of
2001.  This compares with $0 million and $15.6 million for the for the three and
nine  months  ended  September  30,  2000  related  to the closing of electronic
commerce  operations  in  Seattle, Washington in April 2000.  The closure of the
Seattle  operations  was  the result of a realignment of our electronic commerce
operations  to  focus  on  the  direct  sale  of  games.

Where impairment indicators were identified, management determined the amount of
the  impairment  charge  by  comparing the carrying values of goodwill and other
long-lived  assets  to their fair values. Management determines fair value based
on  a  market  approach which mainly includes proposals for sale of its business
properties.  As  a  result,  during management's quarterly review of   the value
and periods of amortization of both goodwill and other long-lived assets, it was
determined  that  the  carrying value of goodwill and certain other tangible and
intangible  assets  were  not  fully  recoverable.

In  1999, we completed acquisitions of Attitude Network, Ltd and the web hosting
assets  of  Webjump.com  ("Web-based  properties")  and  in  February  2000,  of
Strategy  Plus,  Inc.  and  Chips  and Bits, Inc. ("Other businesses").  We also
acquired  tangible  assets  such  as  server  and computer equipment principally
during  the years 1999 and 2000. These tangible assets were used for serving and
hosting our various websites.  Our revaluation of goodwill and intangible assets
related  to  the  Web-based properties, other businesses and the tangible assets
was  triggered  by  the  continued and prolonged decline in Internet advertising
throughout  2000  and  2001,  which  significantly  impacted  current  projected
advertising  revenue  generated  from these web-based properties and downturn in
computer games e-commerce business and has resulted in declines in operating and
financial  metrics  over the past several quarters, in comparison to the metrics
forecasted  at  the  time  of  their  respective  acquisitions.

It  was determined that the fair value of goodwill and intangible assets related
to our web-based properties, other businesses and tangible assets were less than
the recorded amount.  The methodology used to test for and measure the amount of
the  impairment  charge  related  to the intangible assets was based on the same
methodology  as used during the initial acquisition valuation of these web-based
properties  and  other businesses. The impairment related to the tangible assets
was  based on the estimated net realizable value of these assets. The impairment
factors evaluated by management may change in subsequent periods, given that our
business  operates  in a highly volatile business environment. This could result
in  material  impairment  charges  in  the  future.

As  of September 30, 2001, after giving effect to the fourth quarter of 2000 and
year-to-date 2001 impairment charges, the total remaining amount of goodwill and
other  intangible  assets,  net, is $0.8 million for Attitude Networks which was
acquired in April 1999, zero for Webjump which was acquired in December 1999 and
$4.0 million for Chips and Bits and Strategy Plus which was acquired in February
2000.

As  of  September  30,  2001,  the  amount  remaining  in  the  Factorymall.com
restructuring  accrual  recorded  in  the  second  quarter  of  2000 is $40,000,
primarily  related  to  severance,  which  will be paid out in October 2001. The
total  restructuring  accrual  of  $40,000  is included within accrued expenses.

See  Note 6 - Subsequent Events for information regarding the sale of certain of
our  online  properties  in  October  2001.

     Amortization  of  Goodwill and Intangible Assets.  Amortization expense was
$2.0  million and $7.7 million for the three and nine months ended September 30,
2001  as  compared  with  $6.3  million and $20.9 million for the three and nine
months  ended  September 30 2000.  The period-to-period decrease in amortization
expense was primarily attributable to the write-down of goodwill and intangibles
assets  which occurred in the fourth quarter of 2000 and second quarter of 2001.
The  gross amount of goodwill and purchased intangibles as of September 30, 2001
is being amortized over the expected period of benefit ranging from two to three
years  (three  years  for  goodwill). Refer to Recent Accounting Pronouncements,
Part  I  -  1  n.

     Interest  and  other income, net.  Interest and other income, net primarily
includes  interest  income  from  our  cash  and cash equivalents and short-term
investments,  interest  expense  related  to  our  capital lease obligations and
realized  gains and losses from the sale of short-term investments. The decrease
in  interest and other income, net for the three months ended September 30, 2001
compared  to  the three months ended September 30, 2000 was primary attributable
to  a  decrease in income earned as a result of a lower cash and cash equivalent
and  short-term  investment  balance. The period to period decrease for the nine
months  ended September 30, 2001 compared to the nine months ended September 30,
2000  was  primary  attributable to a decrease in income earned as a result of a
lower  cash  and  cash  equivalent  and  short-term  investment  balance  offset
partially  because  of  the recognition of interest income and net proceeds from
the  liquidation  of  collateral  deposits  for  buyouts  of capitalized leases.


                                       15
<PAGE>
     Income  Taxes.  Income  taxes  were  approximately a credit of $(6,429) and
expense  of  $16,104  for  the three and nine months ended September 30, 2001 as
compared  with  the  $53,698 expense and $174,138 expense for the three and nine
months  ended  September  30, 2000.  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, 2000, the Company had net operating loss
carry  forwards  available  for U.S. and foreign tax purposes of $105.2 million.
These  carryforwards  expire  through  2020.  The Tax Reform Act of 1986 imposes
substantial  restrictions  on  the  utilization  of net operating losses and tax
credits  in  the  event  of  an  "ownership change" of a corporation. Due to the
change  in our ownership interests in the third quarter of 1997 and May 1999, as
defined  in  the  Internal Revenue Code of 1986, as amended (the "Code"), future
utilization  of  our  net  operating  loss  carryforwards prior to the change of
ownership  will  be  subject  to  certain  limitations  or  annual restrictions.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  September  30,  2001, we had approximately $1.3 million in cash and
cash  equivalents  and  $51 thousand in short-term investments. Net cash used in
operating  activities  was $15.2 million for the nine months ended September 30,
2001  as compared to $25.5 million for the nine months ended September 30, 2000.
The  decrease in net cash used in operating activities resulted primarily from a
decrease  in  our  net  operating  losses, exclusive of depreciation expense and
amortization  expense  related  to  our  acquisitions and non-cash charges.  The
decrease was also attributable to a reduction in accounts receivable and prepaid
expenses,  offset  by  a  reduction  in  accounts  payable and accrued expenses.

     Net  cash  provided  by  investing activities was $4.8 million for the nine
months  ended September 30, 2001 as compared to $9.4 million for the nine months
ended  September  30,  2000.  The  decrease  in  net  cash provided in investing
activities is primarily attributable to a decrease in the proceeds received from
the  sale  of  short-term  investments,  decrease  in  purchases of property and
equipment  offset  by  the  receipt of security deposits used to buy out certain
capital  lease  obligations.

     Net  cash  used  in financing activities was approximately $1.6 million for
the  nine  months  ended  September 30, 2001 as compared to $0.9 million for the
nine  months  ended  September  30,  2000.  The  increase  in  net  cash used in
financing  activities  was primarily attributable to the buyout of capital lease
obligations  using  the  collateral  from  the  associated  security  deposits.

     As  of  September 30, 2001, we had obligations amounting to $0.5 million in
connection with equipment purchased under capital leases.  These obligations are
payable  at  various  intervals  between  2001  and 2003.  We expect to meet our
current capital lease obligations with our cash, cash equivalents and short-term
investments,  and  security  deposits.
     As  of  September  30,  2001,  the  amount remaining in the Factorymall.com
restructuring accrual is $40,000, primarily related to severance, which was paid
out  in  October  2001.

     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 increase in our
capital  expenditures and lease arrangements since our inception consistent with
the  growth  in  our operations and staffing. We have received a report from our
independent  accountants,  relating  to  our December 31, 2000 audited financial
statements containing an explanatory paragraph stating that our recurring losses
from  operations since inception and requirement for additional financing raises
substantial  doubt  about  our  ability  to  continue as a going concern.  Under
generally  accepted  auditing  standards,  the Company's auditors have concluded
that  they  are  unable  to  rely  on these increased revenues in evaluating the
achievability  of management's plan to continue as a going concern.  In addition
to  the  revenue  plan,  management is currently exploring a number of strategic
alternatives  and  is also continuing to identify and implement internal actions
to  improve  the  Company's  liquidity.  These  alternatives may include selling
assets  or  Internet properties which could result in significant changes in our
business  plan.

     As  of  September  30, 2001, our sole source of liquidity consisted of $1.3
million  of  cash  and cash equivalents and short-term investments. In addition,
restricted  cash  of  $1.5  million  became  available  on  October  9, 2001. We
currently do not have access to any other sources of funding, including debt and
equity financing facilities. As of September 30, 2001, our principal commitments
consisted  of our operating obligations, amounts outstanding under operating and
capital  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.  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, 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  2000,  1999, 1998 and 1997,
inflation  has  not  had a significant effect on our results of operations since
inception.


                                       16
<PAGE>
IMPACT  OF  RECENTLY  ISSUED  ACCOUNTING  STANDARDS

     In  June  1998,  Statement  of  Financial  Accounting  Standard  No.  133,
"Accounting  for Derivative Instruments and Hedging Activities" ("SFAS 133") was
issued  and, as amended by SFAS 137, was adopted by us on January 1, 2001.  SFAS
No.  133  establishes  accounting  and  reporting  standards  for  derivative
instruments,  including  derivative instruments embedded in other contracts, and
for  hedging  activities.  The Company's adoption of this statement in the first
quarter  of  2001, did not have a significant impact on the Company's historical
financial  statements  as  derivative  instruments or hedging activities are not
currently  used.

     FASB  Interpretation  No 44, "Accounting for Certain Transactions Involving
Stock Compensation" ("FIN NO. 44") provides guidance for applying APB Opinion No
25.  "Accounting  for  Stock Issued to Employees."  With certain exceptions, FIN
No.  44  applies  prospectively to new awards, exchanges of awards in a business
combination,  modifications to outstanding awards, and changes in grantee status
on  or  after  July  1, 2000.  The Company applied FIN No. 44 to account for its
cancellation  and  reissuance  of  options  and  there has been no impact on its
results  of operations for the year ended December 31, 2000.  The Company cannot
estimate  the  impact  of  FIN No. 44 on its future results of operations as the
charge  is  dependent  on the future market price of the Company's common stock,
which cannot be predicted with any degree of certainty.  However, depending upon
movements  in  the  market  value,  this  accounting  treatment  may  result  in
significant  non-cash  compensation  charges  in  the  future.

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business  Combinations,"  and  SFAS  No.  142,  "Goodwill  and Other Intangible
Assets."  SFAS  No.  141 requires that the purchase method of accounting be used
for  all  business  combinations  initiated  after  June 30, 2001 as well as all
purchase  method  business combinations completed after June 30, 2001.  SFAS No.
141  also  specifies  criteria  intangible  assets acquired in a purchase method
business  combination  must  meet  to  be  recognized  and  reported  apart from
goodwill, noting that any purchase price allocable to an assembled workforce may
not  be  accounted  for separately.  SFAS No. 142 will require that goodwill and
intangible  assets  with  indefinite  useful  lives  no longer be amortized, but
instead  tested  for  impairment  at  least  annually  in  accordance  with  the
provisions  of  SFAS  No.  142.  SFAS  No. 142 will also require that intangible
assets  with  definite useful lives be amortized over their respective estimated
useful  lives to their estimated residual values, and reviewed for impairment in
accordance  with  SFAS  No.  121,  "Accounting  for the Impairment of Long-Lived
Assets  and  for  Long-Lived  Assets  to  Be  Disposed  Of."

     The Company is required to adopt the provisions of SFAS No. 141 immediately
and  SFAS  No. 142 effective January 1, 2002.  Furthermore, any goodwill and any
intangible  asset determined to have an indefinite useful life that are acquired
in  a  purchase  business  combination completed after June 30, 2001 will not be
amortized,  but  will continue to be evaluated for impairment in accordance with
the appropriate pre-SFAS No. 142 accounting literature.  Goodwill and intangible
assets  acquired  in  business  combinations  completed before July 1, 2001 will
continue  to  be  amortized  prior  to  the  adoption  of  SFAS  No.  142.

     SFAS  No.  141 will require upon adoption of SFAS No. 142, that the Company
evaluate  its  existing  intangible  assets and goodwill that were acquired in a
prior purchase business combination, and to make any necessary reclassifications
in  order to conform with the new criteria in SFAS No. 141 for recognition apart
from  goodwill.  Upon  adoption of SFAS No. 142, the Company will be required to
reassess  the useful lives and residual values of all intangible assets acquired
in  purchase  business  combinations, and make any necessary amortization period
adjustments by the end of the first interim period after adoption.  In addition,
to  the  extent an intangible asset is identified as having an indefinite useful
life,  the  Company will be required to test the intangible asset for impairment
in  accordance  with  the  provisions  of  SFAS No. 142 within the first interim
period.  Any  impairment  loss  will  be measured as of the date of adoption and
recognized  as  the cumulative effect of a change in accounting principle in the
first  interim  period.

     In  connection  with  the transitional goodwill impairment evaluation, SFAS
No. 142 will require the Company to perform an assessment of whether there is an
indication  that goodwill is impaired as of the date of adoption.  To accomplish
this  the  Company  must identify its reporting units and determine the carrying
value  of each reporting unit by assigning the assets and liabilities, including
the  existing goodwill and intangible assets, to those reporting units as of the
date  of adoption.  The Company will then have up to six months from the date of
adoption  to  determine  the fair value of each reporting unit and compare it to
the reporting unit's carrying amount.  To the extent a reporting unit's carrying
amount  exceeds  its  fair value, an indication exists that the reporting unit's
goodwill  may  be  impaired  and the Company must perform the second step of the
transitional  impairment test.  In the second step, the Company must compare the
implied  fair  value  of the reporting unit's goodwill, determined by allocating
the  reporting  unit's  fair  value  to  all  of  it  assets  (recognized  and
unrecognized) and liabilities in a manner similar to a purchase price allocation
in  accordance with SFAS No. 141, to its carrying amount, both of which would be
measured  as  of  the  date  of  adoption.  This  second  step is required to be
completed  as  soon  as  possible,  but  no  later  than  the end of the year of
adoption.  Any transitional impairment loss will be recognized as the cumulative
effect  of  a  change  in  accounting  principle  in  the Company's statement of
earnings.

     As  of  the  date  of  adoption,  the  Company  expects to have unamortized
goodwill  in  the  amount  of  $3.3 million, all of which will be subject to the
transition provisions of SFAS Nos. 141 and 142.  Amortization expense related to
goodwill was $27.2 million and $7.7 million for the year ended December 31, 2000
and  the  nine  months  ended  September 30, 2001, respectively.  Because of the
extensive effort needed to comply with adopting SFAS Nos. 141 and 142, it is not


                                       17
<PAGE>
practicable  to  reasonably  estimate the impact of adopting these statements on
the Company's financial statements at the date of this report, including whether
any  transitional  impairment  losses  will  be required to be recognized as the
cumulative  effect  of  a  change  in  accounting  principle.

     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  is  required  to  adopt  Statement 144 no later than the year
beginning  after  December  15,  2001, and plans to adopt its provisions for the
quarter  ending  March  31,  2002.  Management  does  not expect the adoption of
Statement  144  for  long-lived assets held for use to 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.  Therefore,  management  cannot determine the potential effects that
adoption  of  Statement  144  will  have  on the Company's financial statements.




                                  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,  and  (ii) KidsDomain.com and KidsDomain.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 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 support for these businesses.  In
addition, the "theglobe.com" brand continues to lose significant value since the
web  site  www.theglobe.com was  taken offline August 15, 2001. 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. The closing
of  these  two  web  sites  will  negatively  affect  our ability to promote our
continuing  games  business.  In addition, there is no assurance 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  BUSINESS.

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


                                       18
<PAGE>
DELISTING  OF  OUR  COMMON  STOCK.

     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  could make 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; THE COMPANY
HAS  RESTRUCTURED  AND PLANS TO SEEK TO SELL ITS REMAINING PROPERTIES WHICH WILL
MATERIALLY  NEGATIVELY  AFFECT  OUR REVENUES; WE HAVE RECEIVED A REPORT FROM OUR
INDEPENDENT AUDITORS THAT RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE
AS  A  GOING  CONCERN.

     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 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 the first,
second  and  third  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.  On August 3, 2001, we
elected  to  shut  down our community operations and small business web-hosting.
On  October  17,  2001,  we  sold  the GamesDomain.com and ConsoleDomain.com web
sites.  On  October  30,  2001,  we  sold the Kids Domain web site.  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  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.  Accordingly, 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  raises
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 $103.9 million, $49.6 million, $16.0 million,
$3.6 million and $0.8 million for the years ended December 31, 2000, 1999, 1998,
1997  and  1996,  respectively.  As of September 30, 2001, we had an accumulated
deficit  of approximately $209.8 million. The principal causes of our losses are
likely  to  continue  to  be:

     -    costs  resulting  from  the  operation  of  our  services;
     -    amortization  expense  related  to  our  acquisitions;
     -    costs  resulting  from  the  write  down  of  goodwill;
     -    costs  resulting  from  the restructuring and closure of our community
          sites;
     -    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.


OUR  FINANCIAL PERFORMANCE AND SUBSEQUENT REDUCTIONS OF THE WORKFORCE MAY AFFECT
THE  MORALE AND PERFORMANCE OF OUR REMAINING PERSONNEL AND 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.


                                       19
<PAGE>
On  August  3,  2001, we further reduced our work by 60 employees.  We have also
left  positions  unfilled  when  certain  employees  have  left the Company.  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 the 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  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 are 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  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
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 and has
continued  to  decline  into the first, second and third quarters of 2001, which
could  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, it may become even more difficult to
collect  receivables.  Our  ability to generate online advertising revenues will
also  depend,  in  part,  on  the  following:

-    advertisers'  acceptance  of  the Internet as an attractive and sustainable
     medium;
-    advertisers'  willingness to pay for advertising on the Internet at current
     rates;
-    the  development  of  a  large  base of users of our products and services;
-    our  level  of  traffic;
-    the  effective  development  of web site content that attracts users having
     demographic  characteristics  attractive  to  advertisers;  and
-    price competition among web sites which has resulted in decreasing pricing.


     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.


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

     The  market  for  users and Internet advertising among web sites is 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.  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:


                                       20
<PAGE>
-    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
-    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  other  significant  consolidation  in  the
industry. This consolidation may continue in the future. We could face increased
competition  in  the  future  from traditional media companies, including cable,
newspaper,  magazine,  television  and  radio companies. A number of these large
traditional  media  companies  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  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;


                                       21
<PAGE>
-    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.

     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  are,  to  a  significant extent, dependent on advertising revenues from
contracts entered into within the quarter, and on our ability to adjust spending
in  a  timely  manner  to  compensate  for  any  unexpected revenue shortfall. 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 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
seasonality  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 2 salespersons
resulting  in  very  little revenue from advertising.  We now have a substantial
portion  of  revenue  from ecommerce.  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.

     Our  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.

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

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  LIMITED  OPERATING  HISTORY  MAKES  FINANCIAL  FORECASTING  DIFFICULT.

     We  have  never  operated solely as a games network. 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;


                                       22
<PAGE>
OUR ACQUISITIONS, JOINT VENTURES OR STRATEGIC TRANSACTIONS ENTAIL NUMEROUS RISKS
AND  UNCERTAINTIES.

     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, and are currently seeking buyers for our games 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.  Our  future  acquisitions  or joint ventures could result in
numerous  risks  and  uncertainties,  including:

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

     The  process  of  managing advertising within large, high-traffic web sites
such  as  ours  is  an  increasingly  important and complex task. We license our
advertising management system from DoubleClick, Inc. under an agreement expiring
in  April  2002. DoubleClick may terminate the agreement upon 30 days' notice if
(1)  we  breach  the  agreement or (2) DoubleClick reasonably determines that we
have  used  their  advertising  management  system in a manner that could damage
their  technology  or which reflects unfavorably on DoubleClick's reputation. No
assurance  can  be given that DoubleClick would not terminate the agreement. Any
termination  and  replacement of DoubleClick's service could disrupt our ability
to  manage  our  advertising  operations.  Additionally,  we have entered into a
contract  with Engage Technologies, Inc. for the license of proprietary software
to  manage  the  placement of advertisements on our web sites. This software has
been  implemented  and  our  relationship  under  the  contract has not yet been
material.  There  can be no assurance that this software will effectively manage
and  measure  the  placement  of advertisements on our web sites and that errors
will  not  occur.  For  example,  DoubleClick  informed us in June 1999 that its
report  of  the  numbers  of  unique  visitors  to the theglobe web site was not
accurate.  We cannot assure you that there will be no miscalculations of such or
other  measurements  in  the future.  Any miscalculations or other problems with
reporting  these  measurements  could  have  a  material  adverse  effect on our
business,  financial  condition  or  stock  price.

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


                                       23
<PAGE>
-    be  unable  to  deliver  banner advertisements and sponsorships through our
     sites;  and
-    be  required to provide additional impressions to our advertisers after the
     contract  term.


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

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 are no
longer  with  the  Company  after August 2001, and our Vice President of Legal &
Business  Affairs  is  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.

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 the
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 the 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  we expect to 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 have difficulty attracting qualified
employees  due  to  the  Company's restructuring, financial 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 will contain most
of  the employees after August 2001.  If we are unable to attract and retain the
technical  and  managerial  personnel  necessary  to  support  the growth of our
business,  our  business  would  likely  be  materially  and adversely affected.

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,  the  Chief  Executive  Officer  will  be  the only member of
executive  management  with  significant financial experience after August 2001.

OUR  CHAIRMAN  HAS  OTHER  INTERESTS  AND TIME COMMITMENTS; WE HAVE CONFLICTS OF
INTEREST  WITH  SOME OF OUR DIRECTORS; OUR BOARD HAS DECREASED FROM NINE TO FIVE
MEMBERS.

     Because  our  Chairman, Mr. Michael Egan, is an officer of other companies,
we have to compete for his time. Mr. Egan serves as the Chairman of our board of
directors  and  as  an  executive  officer  of  other  entities  with  primary
responsibility for day-to-day strategic planning and financing arrangements. Mr.
Egan  is  also  the  controlling  investor of Dancing Bear Investments, Inc., an
entity  controlled  by  Mr. Egan, which is our largest stockholder. Mr. Egan has
not  committed  to  devote any specific percentage of his business time with us.
Accordingly, we compete with Dancing Bear Investments, Inc. and Mr. Egan's other
related  entities  for  his  time. Mr. Egan is also Chairman and Chief Executive
Officer  of  ANC  Rental  Corporation,  a spin-off of the car rental business of
AutoNation,  Inc.


                                       24
<PAGE>
     We  have  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  are  on  comparable  terms  as  if  they  were  entered  into  with
unaffiliated  third  parties.  The  revenues  recognized  from  such  agreements
represented  less  than  1%,  4%  and  3%  of total revenues for the years ended
December  31, 2000, 1999 and 1998, 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, three members of our Board did not stand for
reelection.  In  addition, Stephan Paternot, the Co-Vice Chairman and one of the
founders  of  the Company, has resigned from the Board due to other commitments.
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.
We  may  determine  to further reduce the size of the Board due to the change in
the  operations  of  the  business.

WE  HAVE  CAPACITY  CONSTRAINT  AND  SYSTEM  DEVELOPMENT  RISKS.

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

     Our  principal  servers are located  in New Jersey at a third party hosting
facility  operated by AT&T.  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.

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

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

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

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

     Our  market  is relatively new and rapidly evolving. Our remaining business
is  substantially  dependent  upon  the continued rapid 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:


                                       25
<PAGE>
-    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 the Internet develops as a commercial medium more slowly than we expect,
it  will  materially  adversely  affect our business. Additionally, if web usage
grows, the Internet infrastructure may not be able to support the demands placed
on  it  by this growth or its performance and reliability may decline. Web sites
have experienced interruptions in their service as a result of outages and other
delays  occurring  throughout  the  Internet  network  infrastructure.  If these
outages or delays frequently occur in the future, web usage, as well as usage of
our  web  sites,  could  grow  more  slowly  or  decline.  Also,  the Internet's
commercial  viability  may  be  significantly  hampered  due  to:

-    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;
-    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  (see  Note  3  to  the  condensed consolidated financial
statements  and  Management's Discussion and Analysis of Financial Condition and
Results  of  Operations).  Accordingly,  we  cannot  assure  you that electronic
commerce  transactions  will  provide  a  significant  or  sustainable source of
revenues  or  profits.  Additionally,  due to the ability of consumers to easily
compare  prices  of  similar  products  or  services  on competing web sites 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  MAY  NOT  PROVE  AS  EFFECTIVE  AS  TRADITIONAL  MEDIA.

     The  Internet advertising market is relatively new and rapidly evolving. We
cannot yet gauge its effectiveness as compared to traditional advertising media.


                                       26
<PAGE>
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  an  equal  revenue,  which  significantly effects 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").

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 adversely effect on our business. In
addition,  our  competitors  may  independently  develop  similar  technology,
duplicate  our  products  or  design  around  our  intellectual property rights.

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

     Litigation  may  be  necessary  in  the  future to enforce our intellectual
property rights or to determine the validity and scope of the proprietary rights
of  others. 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:


                                       27
<PAGE>
-    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,"  "happypuppy.com,  " "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
effect  our business and financial condition. Moreover, the applicability to the
Internet  of  existing  laws  governing  issues  such  as  intellectual property
ownership  and  infringement,  copyright,  trademark,  trade  secret, obscenity,
libel,  employment  and  personal  privacy  is uncertain and developing. Any new
legislation or regulation, or the application or interpretation of existing laws
or  regulations,  may decrease the growth in the use of the Internet, may impose
additional  burdens on electronic commerce or may alter how we do business. This
could decrease the demand for our services, increase our cost of doing business,
increase  the  costs  of  products sold through the Internet or otherwise have a
material  adverse  effect  on  our business, results of operations and financial
condition.

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

WE  ARE  INVOLVED  IN  A  SECURITIES  CLASS  ACTION  LITIGATION.

     We  are a party to the securities class action litigation described in Part
I,  Item  1,  Number  5(a)  -  "Litigation"  of  this report. The defense of the
litigation  described  in  Part  II,  Item  1 may increase our expenses and will
occupy  the  senior  staff's  attention and resources, and an adverse outcome in
this  litigation  could  adversely  affect  the  business.

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 members on their personal web pages, their
email  clubs  or  by  users  in  our  chat  rooms  or  on  our  bulletin boards.


                                       28
<PAGE>
     Additionally,  we have offered e-mail service to our members, which a third
party  has provided. Due to the closing of the community site, we will no longer
offer  this  service as of August 15, 2001.  The use of the e-mail service until
that  time  may  expose  us  to  potential  liabilities or claims resulting from
unsolicited  e-mail,  lost  or misdirected messages, fraudulent use of e-mail or
delays  in  e-mail service. We also enter into agreements with commerce partners
and  sponsors under which we are entitled to receive a share of any revenue from
the  purchase of goods and services through direct links from our sites. 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, beneficially owns or controls, directly or
indirectly,  9,844,606  shares  of  our  Common  Stock  which  in  the aggregate
represents approximately 28% of the outstanding shares of our Common Stock. Todd
V.  Krizelman  and  Stephan  J. Paternot,  together, beneficially own 12% of the
outstanding  shares of Common Stock.  Accordingly, Mr. Egan would likely be able
to  exercise  significant  influence  in  any  stockholder vote, particularly if
Messrs.  Krizelman  and  Paternot  support  his  position.

     Messrs.  Egan,  Krizelman,  Paternot  and Edward A. Cespedes and Rosalie V.
Arthur,  all  of  whom  are  directors of our company other than Paternot, `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:

-    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;
-    Decreased  trading  volume;
-    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.  In  the  past,  following  periods of
volatility  in  the  market  price  of  a company's securities, securities class
action  litigation  has  often been instituted against a company. Litigation, if
instituted,  whether  or not successful, could result in substantial costs and a
diversion  of  management's attention and resources, which would have a material
adverse  effect  on  our  business.

THE  SALE  OF  SHARES ELIGIBLE FOR FUTURE SALE IN THE OPEN MARKET COULD 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  effect  our  stock  price.

     There  are outstanding options to purchase 5,114,803 shares of Common Stock
which  become eligible for sale in the public market from time to time depending
on  vesting  and  the  expiration  of  lock-up agreements. The issuance of these
securities  are  registered  under  the  Securities  Act. In addition, there are
outstanding warrants to purchase up to 4,011,534 shares of our Common Stock upon


                                       29
<PAGE>
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 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.


                                       30
<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 we regularly assess these
risks  and  have policies and business practices to mitigate the adverse effects
of  collection  risks,  significant  losses may result due to the non-payment of
receivables  by  our  advertisers.

     Interest  Rate  Risk.  Our  return  on  our  investments  in  cash and cash
equivalents  and  short-term  investments is subject to interest rate risks.  We
regularly  assesses  these  risks  and  have  established  policies and business
practices  to  manage  the  market  risk  of  our  short-term  securities.

     Foreign  Currency  Risk.  We  transact  business  in  the  United  Kingdom.
Accordingly,  we  are  subject  to  exposure  from  adverse movements in foreign
currency  exchange  rates.  The  effect  of  foreign  currency  exchange  rate
fluctuations  he  first  nine  months  of  2001was  not material.  We do not use
derivative  financial  instruments  to limit our foreign currency risk exposure.


                                       31
<PAGE>
                         PART  II  -  OTHER  INFORMATION

     ITEM  1.   LEGAL  PROCEEDINGS

     See  Note 5 - "Commitments and Contingencies" in Part I, Item 1, "Condensed
     Consolidated  Financial  Statements."


     ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

     (a)  Sales  of  Unregistered  Securities

     None.

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

     On  November  13,  1998,  we  completed  our  initial  public  offering  of
approximately  7.0  million shares of Common Stock at a price of $4.50 per share
(File  No.  333-59751).  We  received net proceeds of $27.3 million, net of $2.0
million  in  underwriting  discounts and $2.0 million in offering costs.  On May
19,  1999,  we  completed our secondary public offering of 3.5 million shares of
Common  Stock  at a price of $20.00 per share (File No. 333-76153).  We received
net proceeds of $65.0 million, net of $3.5 million in underwriting discounts and
$1.5  million in offering costs. None of the expenses incurred in our initial or
secondary  public  offerings  were direct or indirect payments to our directors,
officers, general partners or their associates, to persons owning ten percent or
more of any class of our equity securities or to our affiliates.  As of June 30,
2001  net  proceeds  received  from  our  public  offerings  have  been used for
networking  infrastructure  and  the  functionality  of  our  web  sites and for
general  corporate  purposes,  which include working capital, advertising costs,
the  leasing  of new office facilities, the expansion of our sales and marketing
capabilities,  our  advertising campaign and our brand name promotions.  We have
also  used  a  portion of such net proceeds for the acquisition of complementary
businesses,  assets,  services  and  technology.  None  of the general corporate
expenses  incurred  were direct or indirect payments to our directors, officers,
general  partners  or their associates, to persons owning ten percent or more of
any  class  of  our  equity  securities  or  to  our  affiliates.

     ITEM  3.   DEFAULTS  UPON  SENIOR  SECURITIES.

          None.

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

          None.

     ITEM  5.  OTHER  INFORMATION.

          None.

     ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits

          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)
November 14, 2001


                                      II-2
<PAGE>