SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A-1

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

    FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 COMMISSION FILE NO.: 0-25053


                               THEGLOBE.COM, INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                                            14-1782422
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                           Identification Number)


  110 East Broward Blvd., Suite 1400
         Fort Lauderdale, FL                                    33301
(Address of principal executive offices)                      (Zip Code)


                                 (954) 769-5900
              (Registrant's telephone number, including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                     Common Stock, par value $.001 per share
                         Preferred Stock Purchase Rights

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 [_]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-B  (Sec.229.405  of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB [X].

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [_] No [X]

Registrant's  revenues  for the  fiscal  year  ended  December  31,  2003 were $
6,580,452.

The number of shares  outstanding of the  Registrant's  Common Stock,  $.001 par
value (the "Common Stock") as of March 24, 2004 was 131,990,349.

Aggregate market value of the voting Common Stock held by  non-affiliates of the
registrant as of the close of business on March 24, 2004: $68,114,123.

*Includes  voting  stock  held by  third  parties,  which  may be  deemed  to be
beneficially owned by affiliates,  but for which such affiliates have disclaimed
beneficial ownership.

<PAGE>

                                EXPLANATORY NOTE:

This  amendment is being filed in order to provide the  information  required in
Part III of the Company's Annual Report on Form 10-KSB filed with the Securities
and Exchange  Commission  on March 30,  2004,  and to amend and  reorganize  the
Exhibits filed as Item 13 of such 10-KSB.


                               THEGLOBE.COM, INC.
                        2003 ANNUAL REPORT ON FORM 10-KSB

                                TABLE OF CONTENTS

PART III

Item 9.      Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act..............3
Item 10.     Executive Compensation.........................................6
Item 11.     Security Ownership of Certain Beneficial Owners and
             Management and Related Stockholder Matters.....................10
Item 12.     Certain Relationships and Related Transactions.................12
Item 13.     Exhibits and Reports on Form 8-K...............................14
Item 14.     Principal Accountant Fees and Services.........................17

SIGNATURES   ...............................................................19



                                       2
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT


                                   MANAGEMENT

The following  table sets forth the names,  ages and current  positions with the
Company held by our  Directors  and  Executive  Officers.  There is no immediate
family relationship between or among any of the Directors or Executive Officers,
and the Company is not aware of any  arrangement  or  understanding  between any
Director  or  Executive  Officer and any other  person  pursuant to which he was
elected to his current position.

                                                     POSITION OR OFFICE
         NAME                    AGE                  WITH THE COMPANY
         ----                    ---                  ----------------
         Michael Egan            64       Chairman and Chief Executive officer

         Edward A. Cespedes      38       President and Director

         Garrett Pettingell      45       Chief Financial Officer

         Robin Lebowitz          39       Vice President of Finance and Director

MICHAEL S. EGAN.  Michael Egan has served as theglobe.com's  Chairman since 1997
and as its Chief Executive  Officer since June 1, 2002. Since 1996, Mr. Egan has
been the  controlling  investor of Dancing Bear  Investments,  a privately  held
investment  company.  Mr.  Egan is  also  Chairman  of  Certified  Vacations,  a
privately  held wholesale  travel  company which was founded in 1980.  Certified
Vacations specializes in designing,  marketing and delivering vacation packages.
Mr. Egan is a member of the Board of Directors of Boca Resorts, Inc. (NYSE: RST)
(formerly  Florida  Panthers  Holdings,  Inc.)  and a  member  of the  Board  of
Directors of the Horatio Alger Association.  Mr. Egan spent over 30 years in the
rental car business.  He began with Alamo Rent-A-Car in 1973, became an owner in
1979,  and became  Chairman and majority  owner from January 1986 until November
1996 when he sold the company to AutoNation.  In 2000,  AutoNation  spun off the
rental  division,  ANC Rental  (Other  OTC:  ANCXZ.PK),  and Mr.  Egan served as
Chairman  until  October  2003.  Prior  to  acquiring  Alamo,  he  held  various
administration  positions at Yale  University  and taught at the  University  of
Massachusetts at Amherst.  Mr. Egan is a graduate of Cornell University where he
received his Bachelor's degree in Hotel Administration.

EDWARD A.  CESPEDES.  Edward  Cespedes has served as a director of  theglobe.com
since 1997 and as President of theglobe.com  since June 1, 2002. Mr. Cespedes is
also the Chairman of EKC Ventures, LLC, a privately held investment company. Mr.
Cespedes  served as the Vice Chairman of Prime  Ventures,  LLC, from May 2000 to
February  2002.  From August 2000 to August  2001,  Mr.  Cespedes  served as the
President of the Dr. Koop Lifecare Corporation and was a member of the Company's
Board of Directors  from January 2001 to December  2001.  From 1996 to 2000, Mr.
Cespedes was a Managing  Director of Dancing Bear  Investments.  Concurrent with
his position at Dancing Bear  Investments,  from 1998 to 2000, Mr. Cespedes also
served as Vice President for corporate development for theglobe.com where he had
primary  responsibility  for all  mergers,  acquisitions,  and  capital  markets
activities. In 1996, prior to joining Dancing Bear Investments, Mr. Cespedes was
the Director of Corporate Finance for Alamo  Rent-A-Car.  From 1988 to 1996, Mr.
Cespedes worked in the Investment  Banking  Division of J.P. Morgan and Company,
where he most recently focused on mergers and acquisitions. In his capacity as a
venture  capitalist,  Mr.  Cespedes  has  served  as a  member  of the  board of
directors of various  portfolio  companies.  Mr.  Cespedes is the founder of the
Columbia  University Hamilton  Associates,  a foundation for university academic
endowments.  In 1988 Mr. Cespedes  received a Bachelor's degree in International
Relations from Columbia University.

                                       3
<PAGE>


GARRETT PETTINGELL.  Garrett Pettingell was appointed Chief Financial Officer of
theglobe.com  on February 23, 2004.  From  January 2000 to September  2002,  Mr.
Pettingell  was CFO of  TeleComputing,  Inc. a  Norwegian  application  services
provider  (ASP)  and  Apptix,  Inc.,  a  Norwegian  ASP  which was spun off from
TeleComputing.  Before joining  TeleComputing,  Mr.  Pettingell  worked for Bank
Austria as Head of Corporate  Banking in their Moscow,  Russia  subsidiary  from
January 1997 to January 1999 and for Sequoia International Hotels as Director of
Finance  from  February  1999 to January  2000.  Mr.  Pettingell  has his MBA in
Finance from The Wharton School,  as well as a Master of  International  Studies
from the Lauder  Institute of the University of  Pennsylvania.  During 2003, Mr.
Pettingell attended Nova Southeastern University,  where he obtained a Master of
Accounting.

ROBIN S. LEBOWITZ. Robin Lebowitz has served as a director of theglobe.com since
December  2001,  as Secretary of  theglobe.com  since June 1, 2002,  and as Vice
President of Finance of theglobe.com  since February 23, 2004. Ms. Lebowitz also
served as Treasurer of  theglobe.com  from June 1, 2002 until  February 23, 2004
and as Chief Financial  Officer of theglobe.com from July 1, 2002 until February
23,  2004.  Ms.  Lebowitz  has worked in various  capacities  for the  Company's
Chairman,  Michael Egan, for ten years. She is the Controller/Managing  Director
of Dancing Bear Investments, Mr. Egan's privately held investment management and
holding  company.  Previously,  Ms. Lebowitz served on the Board of Directors of
theglobe.com from August 1997 to October 1998. At Alamo  Rent-A-Car,  she served
as Financial  Assistant to the Chairman (Mr. Egan).  Prior to joining Alamo, Ms.
Lebowitz was the Corporate Tax Manager at Blockbuster  Entertainment Group where
she worked  from 1991 to 1994.  From 1986 to 1989,  Ms.  Lebowitz  worked in the
audit and tax  departments  of Arthur  Andersen  & Co. Ms.  Lebowitz  received a
Bachelor of Science in Economics  from the Wharton  School of the  University of
Pennsylvania;  a Masters in Business Administration from the University of Miami
and is a Certified Public Accountant.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Michael  Egan,  theglobe.com's  Chairman  and CEO,  was  Chairman  of ANC Rental
Corporation from late 2000 until October 2003 and was Chief Executive Officer of
ANC Rental Corporation from late 2000 until April 4, 2002. In November 2001, ANC
Rental  Corporation  filed  voluntary  petitions  for relief under Chapter 11 or
Title 11 of the United States  Bankruptcy  Code in the United States  Bankruptcy
Court for the District of Delaware (Case No. 01-11200).

Edward Cespedes,  a director and the President of theglobe,  was also a director
of Dr. Koop Lifecare Corporation from January 2001 to December 2001. In December
2001, Dr. Koop Lifecare Corporation filed petitions seeking relief under Chapter
7 of the United States Bankruptcy Code.

BOARD MEETINGS AND COMMITTEES OF THE BOARD

Including  unanimous  written  actions of the Board,  the Board of Directors met
fourteen  times in 2003.  No  incumbent  director  who was on the  Board for the
entire year  attended  less than 75% of the total  number of all meetings of the
Board and any committees of the Board on which he or she served,  if any, during
2003.

The Board of Directors has a standing  Audit and  Compensation  Committee but no
standing Nominating Committee.

AUDIT COMMITTEE.  The Audit Committee,  which was formed in July 1998,  reviews,
acts on and reports to the Board of Directors  with respect to various  auditing
and accounting matters, including the selection of our independent auditors, the
scope of the annual audits, fees to be paid to the auditors,  the performance of
our auditors and our  accounting  practices  and  internal  controls.  The Audit
Committee  operates  pursuant to a written charter,  as amended,  adopted by the
Board of Directors on June 12, 2000. The current  members of the Audit Committee
are  Messrs.  Egan and  Cespedes  and Ms.  Lebowitz,  all of whom  are  employee
directors.  None of the current committee  members are considered  "independent"
within the meaning of applicable  NASD rules.  Ms. Lebowitz serves as the "audit
committee  financial expert" as required by Section 407 of Sarbanes,  but is not
considered  independent  within the meaning of applicable NASD rules.  Including
unanimous  written  actions  of the  Committee,  the Audit  Committee  held five
meetings in 2003.

COMPENSATION  COMMITTEE.  The Compensation  Committee,  which met eight times in
2003  (including  unanimous  written  actions  of  the  Committee),  establishes
salaries,  incentives  and other forms of  compensation  for  officers and other
employees of  theglobe.com.  The  Compensation  Committee  also approves  option
grants under all of our  outstanding  stock based incentive  plans.  The current
members of the Compensation Committee are Messrs. Egan and Cespedes.

                                       4
<PAGE>


NOMINATING COMMITTEE. The Board of Directors does not have a separate nominating
committee.  Rather, the entire Board of Directors acts as nominating  committee.
Based on the Company's  Board currently  consisting only of employee  directors,
the Board of Directors does not believe the Company would derive any significant
benefit from a separate nominating  committee.  Due primarily to their status as
employees of the Company,  none of the members of the Board are "independent" as
defined in the NASD  listing  standards.  The Company does not have a Nominating
Committee charter.

In  recommending  director  candidates in the future,  the Board intends to take
into  consideration  such factors as it deems appropriate based on the Company's
current needs. These factors may include diversity, age, skills, decision-making
ability,   inter-personal   skills,   experience   with   businesses  and  other
organizations of comparable size,  community  activities and relationships,  and
the   interrelationship   between  the   candidate's   experience  and  business
background, and other Board members' experience and business background, whether
such candidate would be considered "independent", as such term is defined in the
NASD  listing  standards,  as well as the  candidate's  ability  to  devote  the
required time and effort to serve on the Board.

The  Board  will  consider  for  nomination  by the  Board  director  candidates
recommended  by  stockholders  if the  stockholders  comply  with the  following
requirements.  Under our By-Laws, if a stockholder wishes to nominate a director
at the Annual Meeting, we must receive the stockholder's written notice not less
than 60 days nor more  than 90 days  prior  to the date of the  annual  meeting,
unless we give our  stockholders  less  than 70 days'  notice of the date of our
Annual  Meeting.  If we provide less than 70 days' notice,  then we must receive
the stockholder's  written notice by the close of business on the 10th day after
we provide notice of the date of the Annual Meeting. The notice must contain the
specific  information  required  in our  By-Laws.  A copy of our  By-Laws may be
obtained by writing to the  Secretary.  If we receive a  stockholder's  proposal
within the time periods required under our By-Laws,  we may choose,  but are not
required, to include it in our proxy statement.  If we do, we may tell the other
stockholders  what  we  think  of the  proposal,  and how we  intend  to use our
discretionary authority to vote on the proposal. All proposals should be made in
writing and sent via  registered,  certified or express  mail,  to our executive
offices, 110 East Broward Boulevard, Suite 1400, Fort Lauderdale, Florida 33301,
Attention: Robin S. Lebowitz, Corporate Secretary.


STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Any  stockholder  who wishes to send  communications  to the Board of  Directors
should mail them addressed to the intended recipient by name or position in care
of: Corporate Secretary,  theglobe.com,  inc., 110 East Broward Boulevard, Suite
1400, Fort Lauderdale,  Florida, 33301. Upon receipt of any such communications,
the Corporate  Secretary will  determine the identity of the intended  recipient
and whether the communication is an appropriate stockholder  communication.  The
Corporate Secretary will send all appropriate stockholder  communications to the
intended   recipient.   An   "appropriate   stockholder   communication"   is  a
communication  from a person claiming to be a stockholder in the  communication,
the subject of which  relates  solely to the sender's  interest as a stockholder
and not to any other personal or business interest.

In the case of communications addressed to the Board of Directors, the Corporate
Secretary will send appropriate  stockholder  communications  to the Chairman of
the Board. In the case of communications  addressed to any particular directors,
the Corporate Secretary will send appropriate stockholder communications to such
director.  In the case of communications  addressed to a committee of the board,
the Corporate Secretary will send appropriate stockholder  communications to the
Chairman of such committee.


ATTENDANCE AT ANNUAL MEETINGS

The Board of Directors encourages, but does not require, its directors to attend
the Company's  annual meeting of  stockholders.  Last year, all of the Company's
directors attended the annual meeting.


                                       5
<PAGE>


CODE OF ETHICS

The Company has adopted a Code of Ethics  applicable to its officers,  including
its  principal  executive  officer,   principal  financial  officer,   principal
accounting  officer  or  controller  and any other  persons  performing  similar
functions.  The Code of Ethics will be provided free of charge by the Company to
interested parties upon request.


                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the  Securities  and Exchange Act of 1934 requires our officers
and  directors,  and persons who own more than ten percent (10%) of a registered
class of our equity securities,  to file certain reports regarding ownership of,
and  transactions  in, our  securities  with the SEC and with The  NASDAQ  Stock
Market, Inc. Such officers, directors, and 10% stockholders are also required to
furnish theglobe with copies of all Section 16(a) forms that they file.

Based  solely  on our  review  of  copies  of  Forms 3 and 4 and any  amendments
furnished  to us  pursuant  to Rule  16a-3(e)  and  Forms  5 and any  amendments
furnished  to us  with  respect  to  the  2003  fiscal  year,  and  any  written
representations  referred to in Item 405(b)(2)(i) of Regulation S-K stating that
no Forms 5 were  required,  we believe  that,  during the 2003 fiscal year,  our
officers and directors  have complied with all Section 16(a)  applicable  filing
requirements.


ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth information concerning  compensation for services
in all  capacities  awarded  to,  earned by or paid by us to our  those  persons
serving as the chief executive  officer at any time during the last year and our
two other most highly compensated executive officers  (collectively,  the "Named
Executive Officers"):


<TABLE>
<CAPTION>
                                                                                         Long-Term
                                                                                      Compensation(1)
                                                                                   -----------------------
                                             Annual Compensation
                                ----------------------------------------------
                                                                                         Number of
                                                                                         Securities                All Other
Name and                                          Salary               Bonus             Underlying               Compensation
Principal Position                 Year            ($)                  ($)              Options (#)                   ($)
-------------------------------  ----------    --------------    --------------    -----------------------     -------------------
<S>                               <C>             <C>                <C>               <C>                       <C>
Michael S. Egan,                   2003              125,000            50,000              1,000,000                       -
Chairman, Chief Executive          2002                    -                 -              2,507,500                       -
  Officer (2)                      2001                    -                 -                  7,500                       -

Edward A. Cespedes,                2003              225,000            50,000                550,000                       -
President (3)                      2002              100,000            25,000              1,757,500                  41,668

Robin S. Lebowitz,                 2003              137,500                 -                100,000                       -
Chief Financial Officer (4)        2002               58,350            10,000                507,500                       -
</TABLE>

--------------
(1)   Included in long-term  compensation for 2003 are 1,650,000 options granted
      during  the  year at $0.56  per  share to the  Named  Executive  Officers.
      Details of these  grants  may be found in the table of  Options  Grants in
      2003 on page 7.  Included  in  long-term  compensation  for 2002 are 7,500
      options  granted to each of Messrs.  Egan and Cespedes and Ms. Lebowitz in
      June 2002 at an exercise  price of $0.04 per share in accordance  with the
      Company's Director  Compensation Plan; 2,500,000,  1,750,000,  and 500,000
      options  granted  in June  2002 at an  exercise  price of $0.02  per share
      related to bonuses  earned in 2002 for Messrs.  Egan and  Cespedes and Ms.
      Lebowitz,  respectively.  Included in long-term  compensation for 2001 are
      7,500  options  granted to Mr. Egan in June 2001 at an  exercise  price of
      $0.23 in accordance with the Company's Director Compensation Plan.

                                       6
<PAGE>


(2)   Mr. Egan became an  executive  officer in July 1998.  We began  paying Mr.
      Egan a base salary in July of 2003.  We did not pay Mr. Egan a base salary
      in 2002 or 2001.

(3)   Mr.  Cespedes became  President in June 2002.  Prior to this, Mr. Cespedes
      served as a  consultant  to the  Company  and was paid  $41,668  for these
      services.

(4)   Ms.  Lebowitz  became an officer of the  Company in June of 2002 and Chief
      Financial  Officer in July of 2002.  In  February  of 2004,  Ms.  Lebowitz
      became Vice President of Finance.


Mr. Garrett Pettingell became Chief Financial Officer of the Company in February
of 2004. His current base salary is $160,000 per year. He also received  options
to acquire  200,000  shares at an exercise  price of $1.06 per share.  50,000 of
these  options  vested  immediately  and the balance vest ratably on a quarterly
basis over 3 years.


               AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
                         AND 2002 YEAR-END OPTION VALUES

The following tables set forth for each of the Named Executive  Officers (a) the
number of options  exercised  during 2003,  (b) the total number of  unexercised
options for common stock  (exercisable and  unexercisable)  held at December 31,
2003, (c) the value of those options that were in-the-money on December 31, 2003
based  on the  difference  between  the  closing  price of our  common  stock on
December  31, 2003 and the exercise  price of the options on that date,  and (d)
the total number of option grants to such persons in the last fiscal year.

<TABLE>
<CAPTION>
                                                                          Number of Securities
                                                                      Underlying Unexercised Stock
                                                                     Options at Fiscal Year-End (#)
                                                                   ------------------------------------
                                    Shares
                                 Acquired on         Value                                   Un-
Name                              Exercise #        Realized         Exercisable         Exercisable
---------------------------     ---------------    -----------     ----------------    -----------------
<S>                             <C>                <C>              <C>                <C>
Michael S. Egan                           -              -            3,837,298              7,702
Edward  A. Cespedes                       -              -            2,456,362              8,638
Robin S. Lebowitz                         -              -              616,897             17,183

</TABLE>

<TABLE>
<CAPTION>
                                           Value of Unexercised
                                        In-the-Money Stock Options
                                          at Fiscal Year End (1)
                                  ----------------------------------------
                                                             Un-
Name                               Exercisable           Exercisable
---------------------------       --------------     ---------------------
<S>                              <C>                 <C>
Michael S. Egan                     4,053,562        $         9,363
Edward  A. Cespedes                 2,724,562                  9,363
Robin S. Lebowitz                     751,634                 22,041
</TABLE>


(1)   Value  represents  closing  price of our common stock on December 31, 2003
      less the exercise  price of the stock option,  multiplied by the number of
      shares exercisable or unexercisable, as applicable.


                              OPTION GRANTS IN 2003

<TABLE>
<CAPTION>
                                                               Percent of
                                                                 Total
                                       Number of                Options            Exercise
                                       Securities              Granted to           or Base
                                       Underlying              Employees             Price
Name                                Options Granted             in 2003            ($/Share)            Expiration Date
-----------------------------   -------------------------    ---------------     --------------    --------------------------
<S>                                <C>                         <C>                <C>                  <C>
Michael S. Egan                      1,000,000    (1)            25.86%               $0.56              5/22/2013
Edward A. Cespedes                     550,000    (1)            14.22%               $0.56              5/22/2013
Robin S. Lebowitz                      100,000    (1)             2.59%               $0.56              5/22/2013

</TABLE>
----------

(1)   These  options were granted on May 21, 2003.  These stock  options  vested
      immediately and have a life of ten years from date of grant.


                                       7
<PAGE>


EMPLOYMENT AGREEMENTS

CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT AND PRESIDENT EMPLOYMENT AGREEMENT.
On August 1, 2003, we entered into separate employment agreements with our Chief
Executive  Officer  ("CEO"),  Michael  S.  Egan,  and our  President,  Edward A.
Cespedes.  The two  employment  agreements  are  substantially  similar and each
provides for the following:

      o     employment as one of our executives;

      o     an annual base salary of $250,000 with eligibility to receive annual
            increases  as  determined  in the sole  discretion  of the  Board of
            Directors;

      o     an annual cash bonus,  which will be awarded upon the achievement of
            specified  pre-tax  operating  income (not be less than  $50,000 per
            year);

      o     participation in all welfare, benefit and incentive plans (including
            equity based compensation plans) offered to senior management;

      o     a term of employment which commenced on August 1, 2003 and continues
            through  the  first  anniversary  thereof.  The  term  automatically
            extends for one day each day unless  either the Company or executive
            provides  written  notice to the other not to  further  extend.  The
            agreement  provides  that, in the event of termination by us without
            "cause" or by the  executive  for "good  reason"  (which  includes a
            "Change of Control"), the executive will be entitled to receive from
            us:

            o     his base salary through the date of termination  and an amount
                  equal to the product of (x) the higher of (i) the  executive's
                  average  annual  incentive paid or payable under the Company's
                  annual  incentive  plan for the last three full fiscal  years,
                  including  any portion  which has been earned but deferred and
                  (ii) the annual  incentive paid or payable under the Company's
                  annual  incentive plan for the most recently  completed fiscal
                  year,  including any portion thereof which has been earned but
                  deferred  (and  annualized if the fiscal year consists of less
                  than twelve full months or, if during which, the executive was
                  employed for less than twelve full months) and (y) a fraction,
                  the  numerator  of which is the number of days in the  current
                  fiscal  year  through  the  date  of   termination,   and  the
                  denominator of which is 365;

            o     any accrued vacation pay;

            o     a  lump-sum  cash  payment  equal to ten (10) times the sum of
                  executive's base salary and highest annual incentive;

            o     for the  continued  benefit of  executive,  his spouse and his
                  dependents  for a period of ten (10) years  following the date
                  of termination, the medical, hospitalization, dental, and life
                  insurance  programs  in which  executive,  his  spouse and his
                  dependents were participating immediately prior to the date of
                  termination at the level in effect and upon  substantially the
                  same terms and conditions as existed  immediately prior to the
                  date of termination;

            o     reimbursement for any reasonable and necessary monies advanced
                  or  expenses  incurred  in  connection  with  the  executive's
                  employment; and

            o     executive will be vested,  as of the date of  termination,  in
                  all rights  under any equity  award  agreements  (e.g.,  stock
                  options   that  would   otherwise   vest  after  the  date  of
                  termination)   and  in  the  case  of  stock  options,   stock
                  appreciation  rights or similar  awards,  thereafter  shall be
                  permitted  to  exercise  any and all  such  rights  until  the
                  earlier  of  (i)  the  third   anniversary   of  the  date  of
                  termination  and  (ii)  the end of the  term  of  such  awards
                  (regardless  of any  termination  of  employment  restrictions
                  therein  contained) and any restricted stock held by executive
                  will become immediately vested as of the date of termination.


                                       8
<PAGE>

CHIEF FINANCIAL OFFICER EMPLOYMENT AGREEMENT. We also entered into an employment
agreement with our then Chief Financial Officer ("CFO"),  Robin Segaul Lebowitz,
on August 1, 2003. Her employment agreement provides for the following:

      o     employment as one of our executives;

      o     an annual base salary of $150,000 with eligibility to receive annual
            increases  as  determined  in the sole  discretion  of the  Board of
            Directors;

      o     a  discretionary  annual  cash  bonus,  which will be awarded at our
            Board's discretion;

      o     participation in all welfare, benefit and incentive plans (including
            equity based compensation plans) offered to senior management;

      o     term of employment  which  commenced on August 1, 2003 and continues
            through  the  first  anniversary  thereof.  The  term  automatically
            extends for one day each day unless  either the Company or executive
            provides  written  notice to the other not to  further  extend.  The
            agreement  provides  that, in the event of termination by us without
            "cause" or by the  executive  for "good  reason"  (which  includes a
            "Change of Control"), the executive will be entitled to receive from
            us:

            o     her base salary through the date of termination  and an amount
                  equal to the product of (x) the higher of (i) the  executive's
                  average  annual  incentive paid or payable under the Company's
                  annual  incentive  plan for the last three full fiscal  years,
                  including  any portion  which has been earned but deferred and
                  (ii) the annual  incentive paid or payable under the Company's
                  annual  incentive plan for the most recently  completed fiscal
                  year,  including any portion thereof which has been earned but
                  deferred  (and  annualized if the fiscal year consists of less
                  than twelve full months or, if during which, the executive was
                  employed for less than twelve full months) and (y) a fraction,
                  the  numerator  of which is the number of days in the  current
                  fiscal  year  through  the  date  of   termination,   and  the
                  denominator of which is 365;

            o     any accrued vacation pay;

            o     a  lump-sum  cash  payment  equal to two (2)  times the sum of
                  executive's base salary and highest annual incentive;

            o     for the  continued  benefit of  executive,  her spouse and her
                  dependents for a period of two (2) years following the date of
                  termination,  the medical,  hospitalization,  dental, and life
                  insurance  programs  in which  executive,  her  spouse and her
                  dependents were participating immediately prior to the date of
                  termination at the level in effect and upon  substantially the
                  same terms and conditions as existed  immediately prior to the
                  date of termination;

            o     reimbursement for any reasonable and necessary monies advanced
                  or  expenses  incurred  in  connection  with  the  executive's
                  employment; and

            o     executive will be vested,  as of the date of  termination,  in
                  all rights  under any equity  award  agreements  (e.g.,  stock
                  options   that  would   otherwise   vest  after  the  date  of
                  termination)   and  in  the  case  of  stock  options,   stock
                  appreciation  rights or similar  awards,  thereafter  shall be
                  permitted  to  exercise  any and all  such  rights  until  the
                  earlier  of  (i)  the  third   anniversary   of  the  date  of
                  termination  and  (ii)  the end of the  term  of  such  awards
                  (regardless  of any  termination  of  employment  restrictions
                  therein  contained) and any restricted stock held by executive
                  will become immediately vested as of the date of termination.

Effective  February 23, 2004, Ms. Lebowitz's  employment  agreement was amended.
Ms.  Lebowitz's new title is Vice President,  Finance and her annual base salary
is $130,000.


                                       9
<PAGE>

DIRECTOR COMPENSATION

Directors who are also our employees  receive no compensation for serving on our
Board or  committees.  We reimburse  non-employee  directors  for all travel and
other  expenses  incurred  in  connection  with  attending  Board and  committee
meetings.  Non-employee  directors are also eligible to receive  automatic stock
option grants under our 1998 Stock Option Plan,  as amended and restated.  As of
December 31, 2003 there were no directors who met this definition.

Each director who becomes an eligible  non-employee  director for the first time
receives  an initial  grant of options  to acquire  25,000  shares of our common
stock. In addition,  each eligible  non-employee director will receive an annual
grant of  options  to  acquire  7,500  shares of our  common  stock on the first
business day following each annual meeting of stockholders that occurs while the
1998 Stock  Option  Plan or 2000 Stock  Option  Plan is in effect.  These  stock
options will be granted with per share exercise  prices equal to the fair market
value of our common stock as of the date of grant.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth  certain  information   regarding  beneficial
ownership of our common stock as of the record date of April 5, 2004 by (i) each
person who owns  beneficially more than 5% of our common stock, (ii) each of our
directors,  (iii) each of our "Named Executive  Officers" and (iv) all directors
and  executive   officers  as  a  group.  A  total  of  132,040,349   shares  of
theglobe.com's common stock were issued and outstanding on April 5, 2004.

The amounts and  percentage of common stock  beneficially  owned are reported on
the basis of  regulations  of the  Securities  and Exchange  Commission  ("SEC")
governing the  determination  of beneficial  ownership of securities.  Under the
rules of the SEC, a person is deemed to be a "beneficial owner" of a security if
that person has or shares "voting power," which includes the power to vote or to
direct the voting of such security,  or  "investment  power," which includes the
power to dispose of or to direct the  disposition of such security.  A person is
also deemed to be a beneficial  owner of any securities of which that person has
a right to acquire beneficial  ownership within 60 days. Under these rules, more
than one person may be deemed a beneficial  owner of the same  securities  and a
person may be deemed to be a  beneficial  owner of  securities  as to which such
person has no economic interest.  Unless otherwise  indicated below, the address
of each person named in the table below is in care of  theglobe.com,  inc., P.O.
Box 029006, Fort Lauderdale, Florida 33302.

<TABLE>
<CAPTION>
                                                                 Shares Beneficially Owned
                                                     ------------------------------------------------
Directors, Named Executive                                                                 Title of
Officers and 5% Stockholders                             Number             Percent          Class
-----------------------------------------------------------------------------------------------------
<S>                                                  <C>                   <C>             <C>
Dancing Bear Investments, Inc. (1) ............        8,303,148             6.29%           Common
Michael S. Egan (2) ...........................       58,943,274            43.31%           Common
Edward A. Cespedes (3) ........................        2,459,240             1.83%           Common
Robin S. Lebowitz (4) .........................          620,961                *            Common
Garrett Pettingell (5) ........................          106,618                *            Common
E&C Capital Partners LLLP (6) .................       32,469,012            24.59%           Common
Wellington Management Company, LLP (7) ........       27,131,250            20.55%           Common
All directors and executive officers as a group
  (4 persons) .................................       62,130,093            44.63%           Common
</TABLE>

--------------
* less than 1%

                                       10
<PAGE>


(1)   Dancing Bear  Investments  Inc.'s mailing address is P.O. Box 029006,  Ft.
      Lauderdale,  FL 33302.  Mr. Egan owns Dancing Bear  Investments,  Inc.

(2)   Includes  the shares  that Mr. Egan is deemed to  beneficially  own as the
      controlling  investor of Dancing  Bear  Investments,  Inc. and E&C Capital
      Partners,  LLLP and as the Trustee of the Michael S. Egan Grantor Retained
      Annuity  Trusts  for  the  benefit  of his  children.  Also  includes  (i)
      3,838,269  shares of our common stock  issueable  upon exercise of options
      that  are  currently  exercisable  and  971  shares  of our  common  stock
      issueable upon exercise of options that are exercisable  within 60 days of
      April 5,  2004;  (ii)  3,541,337  shares of our  common  stock held by Mr.
      Egan's wife,  as to which he  disclaims  beneficial  ownership;  and (iii)
      204,082 shares of our common stock  issueable upon exercise of warrants at
      $1.22 per share owned by Mr. Egan and his wife.

(3)   Includes  2,458,269  shares of our common stock issueable upon exercise of
      options that are currently  exercisable and 971 shares of our common stock
      issueable upon exercise of options that are exercisable  within 60 days of
      April 5, 2004.

(4)   Includes  618,929  shares of our common stock  issueable  upon exercise of
      options  that are  currently  exercisable,  and 2,032 shares of our common
      stock  issueable upon exercise of options that are  exercisable  within 60
      days of April 5, 2004.

(5)   Includes  50,000  shares of our common stock  issueable  upon  exercise of
      options that are  currently  exercisable,  and 12,500 shares of our common
      stock  issueable upon exercise of options that are  exercisable  within 60
      days of April 5, 2004.

(6)   E&C  Capital  Partners,  LLLP  is  a  privately  held  investment  vehicle
      controlled  by our Chairman,  Michael S. Egan.  Our  President,  Edward A.
      Cespedes,  has  a  minority,   non-controlling  interest  in  E&C  Capital
      Partners,  LLLP. E&C Capital Partners,  LLLP's mailing address is P.O. Box
      029006, Ft. Lauderdale, FL 33302.

(7)   Includes  9,043,750  shares of our common stock  issuable upon exercise of
      warrants  at $0.001 per share.  All of such  shares are owned of record by
      client accounts and funds for which  Wellington  Management  Company,  LLP
      acts as  manager  or  advisor.  Wellington's  mailing  address is 75 State
      Street, Boston, MA 02109.


               SECURITIES OFFERED UNDER EQUITY COMPENSATION PLANS

The following table  summarizes our equity  compensation  plan information as of
December 31, 2003.


<TABLE>
<CAPTION>
                              Number of securities to be                                               Number of securities
                                issued upon exercise of         Weighted-average exercise         remaining available for future
           Plan              outstanding options, warrants    price of outstanding options,            issuance under equity
         Category                     and rights                   warrants and rights                  compensation plans
-----------------------    ---------------------------------  ------------------------------     ----------------------------------
<S>                          <C>                              <C>                                 <C>
Equity Compensation                  4,421,810                        $  1.55                                400,177
plans approved by
security holders

Equity Compensation                  5,521,000                        $  0.05                                959,000
plans not approved by
security holders

Total                                9,942,810                        $  0.72                               1,359,177
</TABLE>


Equity  compensation  plans not  approved  by  security  holders  consist of the
following:

o 230,000  shares of Common Stock of  theglobe.com,  inc.,  par value $0.001 per
share , issued to  Charles  Peck  pursuant  to the  Non-Qualified  Stock  Option
Agreement  dated June 1, 2002 at an  exercise  price of $0.035 per share.  These
stock  options  vested  immediately  and have a life of ten  years  from date of
grant.

o 1,750,000  shares of Common Stock of theglobe.com,  inc.,  issued to Edward A.
Cespedes pursuant to the  Non-Qualified  Stock Option Agreement dated August 12,
2002 at an  exercise  price of $0.02  per  share.  These  stock  options  vested
immediately and have a life of ten years from date of grant.


                                       11
<PAGE>


o 2,500,000 shares of Common Stock of theglobe.com,  inc.,  issued to Michael S.
Egan pursuant to the Non-Qualified  Stock Option Agreement dated August 12, 2002
at an exercise price of $0.02 per share.  These stock options vested immediately
and have a life of ten years from date of grant.

o 500,000  shares  of Common  Stock of  theglobe.com,  inc.,  issued to Robin S.
Lebowitz pursuant to the  Non-Qualified  Stock Option Agreement dated August 12,
2002 at an  exercise  price of $0.02  per  share.  These  stock  options  vested
immediately and have a life of ten years from date of grant.

o 500,000 shares of Common Stock of theglobe.com,  inc., issued to Kellie Smythe
pursuant to the  Non-Qualified  Stock Option Agreement dated July 17, 2003 at an
exercise  price of $0.20  per  share.  125,000  of these  stock  options  vested
immediately  with the balance of 375,000  vesting  quarterly on a pro-rata basis
over three  years.  These  stock  options  have a life of ten years from date of
grant. Ms. Smythe terminated her employment with theglobe.com effective February
10, 2004 and has 90 days from that date to exercise any of her vested options.

o The Company's 2003 Amended and Restated  Non-Qualified  Stock Option Plan (the
"2003 Plan"). The purpose of the 2003 Plan is to strengthen  theglobe.com,  inc.
by providing an incentive to certain  employees and  consultants  (or in certain
circumstances, individuals who are the principals of certain consultants) of the
Company or any subsidiary of the Company, with a view toward encouraging them to
devote their  abilities  and industry to the success of the  Company's  business
enterprise.  The 2003 Plan is administered by a Committee appointed by the Board
to  administer  the  Plan,  which  has the  power to  determine  those  eligible
individuals  to whom options shall be granted under the 2003 Plan and the number
of such options to be granted and to prescribe the terms and  conditions  (which
need not be  identical) of each such option,  including  the exercise  price per
share subject to each option and vesting schedule of options granted thereunder,
and make any  amendment or  modification  to any agreement  consistent  with the
terms of the 2003  Plan.  The  maximum  number  of  shares  that may be made the
subject of options  granted  under the 2003 Plan is 1,000,000  and no option may
have a term in excess of 10 years.  Options to acquire  an  aggregate  of 41,000
shares of Common Stock have been issued to various independent sales agents at a
weighted average exercise price of $1.54. These stock options vested immediately
and have a life of ten years from date of grant.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ARRANGEMENTS  WITH  ENTITIES  CONTROLLED BY VARIOUS  DIRECTORS AND OFFICERS.  On
November 14, 2002, E & C Capital Partners,  LLLP ("E&C  Partners"),  a privately
held  investment  holding company owned by Michael S. Egan, our Chairman and CEO
and a major stockholder,  and Edward A. Cespedes,  our President and a Director,
entered  into a  non-binding  letter  of intent  with  theglobe.com  to  provide
$500,000 of new financing via the purchase of shares of a new Series F Preferred
Stock of  theglobe.com.  On March 28, 2003, the parties signed a Preferred Stock
Purchase Agreement and other related documentation  pertaining to the investment
and  closed  on  the  investment.  Pursuant  to  the  Preferred  Stock  Purchase
Agreement,  E & C Capital Partners received 333,333 shares of Series F Preferred
Stock  convertible into shares of the Company's Common Stock at a price of $0.03
per share. The conversion price was subject to adjustment upon the occurrence of
certain events, including downward adjustment on a weighted-average basis in the
event the Company  issued  securities at a purchase price below $0.03 per share.
If  fully  converted,   and  without  regard  to  the  anti-dilutive  adjustment
mechanisms  applicable  to  the  Series  F  Preferred  Stock,  an  aggregate  of
approximately  16,666,650 million shares of Common Stock would be issueable. The
Series F Preferred  Stock had a  liquidation  preference of $1.50 per share (and
was  thereafter  entitled  to  participate  with  the  Common  Stock  on an  "as
converted" basis), and was entitled to a dividend at the rate of 8% per annum if
and to the extent  declared by the board and was also entitled to participate in
any dividend  declared on the  Company's  common  stock.  The Series F Preferred
Stock also was entitled to vote on an "as  converted"  basis with the holders of
Common Stock. In addition,  as part of the $500,000  investment,  E & C Partners
received  warrants to purchase  approximately 3.3 million shares of theglobe.com
Common  Stock  at an  exercise  price of  $0.125  per  share.  The  warrant  was
exercisable  at any time on or  before  March  28,  2013.  E & C  Partners  also
received certain demand registration rights in connection with its investment.


                                       12
<PAGE>


On May 22,  2003,  E&C  Partners  and certain  trusts,  of which Mr. Egan is the
trustee,  entered into a Note Purchase  Agreement  with the Company  pursuant to
which they acquired  convertible  promissory notes (the "Convertible  Notes") in
the  aggregate  principal  amount of  $1,750,000.  The  Convertible  Notes  were
convertible  at anytime into shares of the  Company's  common stock at a blended
rate of $.09 per share (the  Convertible  Note held by E&C were  convertible  at
approximately  $.079 per share and the Convertible Notes held by the Trusts were
convertible at $.10 per share),  which if fully  converted,  would result in the
issuance of approximately  19,445,000  shares.  The Convertible  Notes had a one
year maturity  date,  which could be extended at the option of the holder of the
Note  for  periods  aggregating  two  years,  and was  secured  by a  pledge  of
substantially  all of the assets of the Company.  In addition,  E&C Partners was
issued a warrant to acquire 3,888,889 shares of theglobe.com  common stock at an
exercise price of $.15 per share.  The warrant was exercisable at any time on or
before May 22, 2013.  E&C Partners and the trusts are entitled to certain demand
and piggy-back registration rights in connection with their investment.

On February 2, 2004,  Michael S. Egan (our Chairman and Chief Executive Officer)
and his wife, S. Jacqueline  Egan,  entered into a Note Purchase  Agreement with
the Company  pursuant to which they acquired  convertible  promissory notes (the
"Bridge  Notes") in the aggregate  principal  amount of  $2,000,000.  The Bridge
Notes were  convertible at anytime into shares of the Company's  common stock at
an initial rate of $.98 per share. The conversion rate was initially  adjustable
based on an amount  equal to the rate at which the Company sold its common stock
in any  subsequent  qualified  private  offering  (defined as an offering  which
raises  a  minimum  of $7.5  million)  (or at a 20%  discount  to  such  amount,
depending upon the timing of completion,  and amount of, such private offering).
This  conversion  was  subsequently  adjusted  to $.57 per share,  which was the
effective per share rate of the subsequent qualified private offering (and which
is referenced  elsewhere in this prospectus as the "PIPE Offering").  The Bridge
Notes  were due on  demand  from the  holder,  and were  secured  by a pledge of
substantially all of the assets of the Company. The security interest was shared
with the holders of the  Company's  Secured  Convertible  Notes in the principal
amount of  $1,750,000.  The Bridge  Notes paid  interest at the rate of ten (10)
percent  per annum.  In  addition,  the Egans  were  issued a warrant to acquire
204,082  shares of  theglobe.com  common stock at an initial  exercise  price of
$1.22 per share.  This warrant is exercisable at any time on or before  February
2, 2009. The Egans are entitled to certain  demand and  piggy-back  registration
rights in connection with this investment.

On March 11, 2004, theglobe.com, inc. completed the PIPE Offering. In connection
with the PIPE Offering,  Mr. Egan,  our Chairman,  Chief  Executive  Officer and
principal  stockholder,  together  with  certain  of his  affiliates  and  other
parties,  converted  the  $2,000,000  Bridge  Note,  the  $1,750,000  of Secured
Convertible  Notes  and all of the  Company's  outstanding  shares  of  Series F
Preferred  Stock,  and  exercised  (on a  cashless  exercise  basis)  all of the
warrants issued in connection with the foregoing  Secured  Convertible Notes and
Series F Preferred Stock,  together with certain warrants issued to Dancing Bear
Investments  (an affiliate of Mr.  Egan).  As a result of such  conversions  and
exercises, the Company issued an aggregate of approximately 48.75 million shares
of Common Stock to such parties.

Interest  expense on the  $1,750,000  Convertible  Notes  totaled  approximately
$108,200,  excluding the  amortization of the discount on the Notes,  during the
year ended December 31, 2003. The interest remained unpaid at December 31, 2003,
and was included in accrued expenses in our consolidated balance sheet.

Two of our  directors,  Mr. Egan and Ms.  Lebowitz,  also serve as officers  and
directors of Dancing Bear Investments,  Inc. ("Dancing Bear"). Dancing Bear is a
stockholder of the Company and an entity controlled by Mr. Egan, our Chairman.

Several  entities  controlled  by our  Chairman  have  provided  services to the
Company  and  two of its  subsidiaries,  including:  the  lease  of  office  and
warehouse space; and the outsourcing of customer service and warehouse functions
for the  Company's  VoIP  operations.  During  2003,  approximately  $148,000 of
expense was  recorded  related to the lease of the office  space and $126,000 of
expense was recorded for warehouse space and related out-sourcing functions.

We sublease  approximately  15,000 square feet of office space for our executive
offices from Certified Vacations,  a company which is controlled by our Chairman
and CEO Michael Egan. The sublease commenced on September 1, 2003 and expires on
July 31,  2007.  The  initial  base rent is $18.91 per square  foot on an annual
basis ($283,650 annually in the aggregate) and will increase on each anniversary
of the sublease by $1.50 per square foot. In addition, since August 2003 we have
outsourced  our  Customer  Service  function  from  Certified   Vacations  under
renewable  short  term  agreements  at  incremental  cost,  for which we paid an
aggregate of $109,000 in the year ended December 31, 2003.



                                       13
<PAGE>


Beginning  in August,  2003,  our  subsidiary,  voicelgo  Holding,  Inc.,  began
outsourcing  warehouse space and related  services from Thomas Street  Logistics
LLC,  which is  controlled  by our  Chairman  and  CEO,  Michael  Egan,  and our
President,  Edward Cespedes. Our agreement with Thomas Street Logistics includes
secure warehouse space, equipment rental,  insurance,  utilities,  office space,
inventory  management,  shipping  services,  personnel and  provisioning  of our
equipment for $25,000 per month and a nominal shipping and handling fee per item
shipped.  Effective,  April 15, 2004,  voiceglo  terminated its arrangement with
Thomas  Street  Logistics  and  will  transition  these  functions  to  voiceglo
personnel and warehouse space.

ARRANGEMENTS WITH RELATIVES.  In March 2004, the Company engaged the services of
Pay the Rent, a company  controlled  by the  son-in-law of our Chairman and CEO,
Michael Egan. Pay the Rent was contracted  for the  production,  audio and video
post-production,  voice-over,  and scoring of a television  commercial featuring
voiceglo.  Payment in full in the amount of  $142,200  was  remitted in March of
2004. In 2003,  we  reimbursed  Pay the Rent $18,013 for marketing and promotion
expenses (at cost) for a separate marketing promotion.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A)  EXHIBITS

NO.                  ITEM

3.1      Form of Fourth Amended and Restated Certificate of Incorporation of the
         Company. (3)

3.2      Certificate of Amendment to Fourth Amended and Restated  Certificate of
         Incorporation. (16)

3.3      Certificate of Amendment to Fourth Amended and Restated  Certificate of
         Incorporation filed with the Secretary of State of Delaware on July 29,
         2003. (16)

3.4      Certificate  relating to  Previously  Outstanding  Series of  Preferred
         Stock and Relating to the  Designation,  Preferences  and Rights of the
         Series F Preferred Stock. (14)

3.5      Certificate of Amendment  Relating to the  Designation  Preferences and
         Rights of the Junior Participating Preferred Stock. (16)

3.6      Form of By-Laws of the Company. (16)

4.1      Registration Rights Agreement, dated as of September 1, 1998. (5)

4.2      Amendment No.1 to Registration  Rights Agreement,  dated as of April 9,
         1999. (6)

4.3      Specimen  certificate  representing  shares  of  Common  Stock  of  the
         Company. (4)

4.4      Amended and Restated Warrant to Acquire Shares of Common Stock. (2)

4.5      Form of Rights Agreement, by and between the Company and American Stock
         Transfer & Trust Company as Rights Agent. (3)

4.6      Form of Warrant  dated  November  12, 2002 to acquire  shares of Common
         Stock. (9)

4.7      Form of Warrant dated March 28, 2003 to acquire shares of Common Stock.
         (14)

4.8      Form of Warrant  dated May 28, 2003 to acquire an  aggregate of 500,000
         shares of theglobe.com Common Stock. (10)

4.9      Form  of  Warrant   dated  July  2,  2003  to  acquire   securities  of
         theglobe.com, inc. (11)

4.10     Form  of  Warrant  dated  March  5,  2004  to  acquire   securities  of
         theglobe.com, inc. (13)

10.1     Form of  Indemnification  Agreement between the Company and each of its
         Directors and Executive Officers. (1)



                                       14
<PAGE>


10.2     Lease  Agreement  dated  January  12,  1999  between  the  Company  and
         Broadpine Realty Holding Company, Inc. (6)

10.3     2000 Broad Based Stock Option Plan. (7)

10.4     1998 Stock Option Plan, as amended. (6)

10.5     1995 Stock Option Plan. (1)

10.6     Employee Stock Purchase Plan. (5)

10.7     Technology   Purchase   Agreement   dated  November  12,  2002,   among
         theglobe.com, inc., and Brian Fowler. (9)

10.8     Employment Agreement dated November 12, 2002, among theglobe.com,  inc.
         and Brian Fowler. (9)

10.9     Payment  Agreement dated November 12, 2002, among  theglobe.com,  inc.,
         1002390 Ontario Inc., and Robert S. Giblett. (9)

10.10    Release Agreement dated November 12, 2002, among theglobe.com, inc. and
         certain other parties named therein. (9)

10.11    Preferred  Stock  Purchase  Agreement  dated  March  28,  2003  between
         theglobe.com, inc. and E&C Capital Partners, LLLP. (14)

10.12    Loan and Purchase Option Agreement dated February 25, 2003. (13)*

10.13    Amended and Restated Promissory Note. (13)*

10.14    Form of Stock Purchase Agreement. (13)*

10.15    Note Purchase Agreement dated May 22, 2003 between  theglobe.com,  inc.
         and E&C  Capital  Partners,  LLLP and  certain  other  investors  named
         therein. (10)

10.16    Agreement  and Plan of Merger dated May 23, 2003 between  theglobe.com,
         inc., DPT  Acquisition,  Inc.,  Direct Partner  Telecom,  Inc., and the
         stockholders thereof. (10)

10.17    Employment  Agreement dated May 28, 2003 between theglobe.com and James
         Magruder. (10)

10.18    Form of  Subscription  Agreement  relating to the  purchase of Units of
         Series G Preferred Stock and Warrants of theglobe.com, inc. (11)

10.19    Employment  Agreement dated August 1, 2003 between  theglobe.com,  inc.
         and Michael S. Egan. (12)

10.20    Employment  Agreement dated August 1, 2003 between  theglobe.com,  inc.
         and Edward A. Cespedes. (12)

10.21    Employment  Agreement dated August 1, 2003 between  theglobe.com,  inc.
         and Robin Segaul Lebowitz. (12)

10.22    Amended & Restated Non-Qualified Stock Option Agreement effective as of
         August 12, 2002 between theglobe.com, inc. and Michael S. Egan. (12)

10.23    Amended & Restated Non-Qualified Stock Option Agreement effective as of
         August 12, 2002 between theglobe.com, inc. and Edward A. Cespedes. (12)


                                       15
<PAGE>


10.24    Amended & Restated Non-Qualified Stock Option Agreement effective as of
         August 12, 2002 between  theglobe.com,  inc. and Robin Segaul Lebowitz.
         (12)

10.25    Non-Qualified  Stock Option Agreement dated as of July 17, 2003 between
         theglobe.com, inc. and Kellie L. Smythe. (12)

10.26    2003 Sales Representatives Stock Option Plan. (12)

10.27    Securities  Purchase  and  Registration  Agreement  dated March 2, 2004
         relating  to the  purchase  of Units of Common  Stock and  Warrants  of
         theglobe.com, inc. (15)

10.28    Amendment to the Service Order  Agreement  Terms and  Conditions  dated
         July 30, 2003, and October 24, 2003 between XO Communications, Inc. and
         Direct  Partner  Telecom,   Inc.,   including  XO  Services  Terms  and
         Conditions. (15)*

10.29    Agreement  dated  August 7, 2003 by and between  Promotion  and Display
         Technology, Ltd. and theglobe.com, inc. (15)*

10.30    Broad Capacity Services Agreement dated October 17, 2003 by and between
         Direct Partner Telecom, Inc. and Progress Telecom Corporation. (15)*

15.      Previously filed as part of our original Form 10-KSB filed on March 30,
         2004.

16.      Letter  dated  August  13,  2002  from KPMG LLP  relating  to change of
         independent certified accountants. (8)

21.      Subsidiaries. (16)

23.      Consent of Rachlin Cohen & Holtz LLP. (15)

31.1     Certification of the Chief Executive Officer pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002. (15)

31.2     Certification of the Chief Financial Officer pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002. (15)

32.1     Certification  of the Chief  Executive  Officer  pursuant  to 18 U.S.C.
         Section 1350 as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
         Act of 2002. (15)

32.2     Certification  of the Chief  Financial  Officer  pursuant  to 18 U.S.C.
         Section 1350 as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
         Act of 2002. (15)

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


1.    Incorporated  by  reference  from our  registration  statement on Form S-1
      filed July 24, 1998 (Registration No. 333-59751).

2.    Incorporated  by  reference  as Exhibit to our Form S-1/A filed August 20,
      1998.

3.    Incorporated by reference from our Form S-1/A filed September 15, 1998.

4.    Incorporated by reference from our Form S-1/A filed October 14, 1998.

5.    Incorporated  by reference  from our Form 10-K for the year ended December
      31, 1998 filed March 30, 1999.

6.    Incorporated by reference from our Form S-1 filed April 13, 1999.

7.    Incorporated  by reference  from our Form 10-Q for the quarter ended March
      31, 2000 dated May 15, 2000.



                                       16
<PAGE>


8.    Incorporated by reference from our Form 8-K filed August 13, 2002.

9.    Incorporated by reference from our Form 8-K filed on November 26, 2002.

10.   Incorporated by reference from our Form 8-K filed on June 6, 2003.

11.   Incorporated by reference from our Form 8-K filed on July 11, 2003.

12.   Incorporated by reference from our Form 10-QSB filed on November 14, 2003.

13.   Incorporated by reference from our Form 8-K filed on March 3, 2003.

14.   Incorporated by reference from our Form 10-K filed on March 31, 2003.

15.   Previously  filed as part of our  original  Form 10-KSB filed on March 30,
      2004.

16.   Incorporated  by reference  from our  Registration  Statement on Form SB-2
      filed on April 16, 2004.

*     Confidential  portions  of  this  exhibit  have  been  omitted  and  filed
      separately  with the  Commission  pursuant to a request  for  confidential
      treatment.

(b) Reports on Form 8-K

No Reports on Form 8-K were filed during the three months ended during  December
31, 2003.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Board of Directors,  upon the  recommendation  of the Audit  Committee,  has
appointed Rachlin Cohen & Holtz LLP ("Rachlin  Cohen") Fort Lauderdale,  Florida
as the firm of  independent  public  accountants to audit our books and accounts
for the fiscal year ended December 31, 2004.

AUDIT FEES. The aggregate fees billed by Rachlin Cohen for professional services
rendered for the audit of our annual financial  statements for fiscal years 2003
and 2002 and the reviews of the financial  statements included in our Forms 10-Q
and 10-K (or 10-QSB and 10-KSB,  as  appropriate),  were  $202,977 and $133,000,
respectively.

AUDIT-RELATED FEES. During the last two fiscal years, Rachlin Cohen provided the
Company  with  the  following  services  that  are  reasonably  related  to  the
performance of the audit of our financial statements:

      Assurance  and related  services  related to audits and review for various
      SEC filings  (including S-8's, proxy and private  placements):  $8,641 for
      2003 and $0 for 2002

      Other services relating to consultation and research of various accounting
      pronouncements and technical issues: $7,633 for 2003 and $0 for 2002


TAX FEES. The aggregate  fees billed for tax services  provided by Rachlin Cohen
in connection with tax compliance,  tax consulting and tax planning services for
the fiscal years ended December 31, 2003 and December 31, 2002, were $78,079 and
$10,700, respectively.

ALL OTHER FEES.  Except as  described  above,  the Company had no other fees for
services  provided by Rachlin Cohen for the fiscal years ended December 31, 2003
and December 31, 2002.



                                       17
<PAGE>


PRE-APPROVAL  OF SERVICES BY THE EXTERNAL  AUDITOR.  In April of 2004, the Audit
Committee  adopted a policy for  pre-approval  of audit and permitted  non-audit
services by the Company's  external  auditor.  The Audit Committee will consider
annually and, if  appropriate,  approve the  provision of audit  services by its
external auditor and consider and, if appropriate,  pre-approve the provision of
certain  defined audit and non-audit  services.  The Audit  Committee  will also
consider  on a  case  by  case  basis  and,  if  appropriate,  approve  specific
engagements that are not otherwise  pre-approved.  Of the Audit-Related Fees and
Tax Fees described  above,  the Audit  Committee  preapproved  the audit related
engagements  but did not  preapprove  the tax  related  services.  All  such tax
related  services will be subject to  pre-approval by the Audit Committee in the
future.



                                       18
<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


Dated:  April 29, 2004                 the globe.com, inc.

                                       By:  /s/ Michael S. Egan
                                             -----------------------------
                                             Michael S. Egan
                                             Chief Executive Officer
                                             (Principal Executive Officer)


                                       By:  /s/ Garrett Pettingell
                                             -----------------------------
                                             Chief Financial Officer
                                             (Principal Financial Officer
                                              and Principal Accounting Officer)



Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities indicated this 29th day of April, 2004.


                                       By:  /s/ Michael S. Egan
                                             -----------------------------
                                             Michael S. Egan
                                             Chairman, Director


                                       By:  /s/ Edward A. Cespedes
                                             -----------------------------
                                             Edward A. Cespedes, Director


                                       By:  /s/Robin Lebowitz
                                             -----------------------------
                                             Robin Lebowitz, Director



                                       19
<PAGE>

                                  EXHIBIT INDEX

3.1      Form of Fourth Amended and Restated Certificate of Incorporation of the
         Company. (3)

3.2      Certificate of Amendment to Fourth Amended and Restated  Certificate of
         Incorporation. (16)

3.3      Certificate of Amendment to Fourth Amended and Restated  Certificate of
         Incorporation filed with the Secretary of State of Delaware on July 29,
         2003. (16)

3.4      Certificate  relating to  Previously  Outstanding  Series of  Preferred
         Stock and Relating to the  Designation,  Preferences  and Rights of the
         Series F Preferred Stock. (14)

3.5      Certificate of Amendment  Relating to the  Designation  Preferences and
         Rights of the Junior Participating Preferred Stock. (16)

3.6      Form of By-Laws of the Company. (16)

4.1      Registration Rights Agreement, dated as of September 1, 1998. (5)

4.2      Amendment No.1 to Registration  Rights Agreement,  dated as of April 9,
         1999. (6)

4.3      Specimen  certificate  representing  shares  of  Common  Stock  of  the
         Company. (4)

4.4      Amended and Restated Warrant to Acquire Shares of Common Stock. (2)

4.5      Form of Rights Agreement, by and between the Company and American Stock
         Transfer & Trust Company as Rights Agent. (3)

4.6      Form of Warrant  dated  November  12, 2002 to acquire  shares of Common
         Stock. (9)

4.7      Form of Warrant dated March 28, 2003 to acquire shares of Common Stock.
         (14)

4.8      Form of Warrant  dated May 28, 2003 to acquire an  aggregate of 500,000
         shares of theglobe.com Common Stock. (10)

4.9      Form  of  Warrant   dated  July  2,  2003  to  acquire   securities  of
         theglobe.com, inc. (11)

4.10     Form  of  Warrant  dated  March  5,  2004  to  acquire   securities  of
         theglobe.com, inc. (13)

10.1     Form of  Indemnification  Agreement between the Company and each of its
         Directors and Executive Officers. (1)

10.2     Lease  Agreement  dated  January  12,  1999  between  the  Company  and
         Broadpine Realty Holding Company, Inc. (6)

10.3     2000 Broad Based Stock Option Plan. (7)

10.4     1998 Stock Option Plan, as amended. (6)

10.5     1995 Stock Option Plan. (1)

10.6     Employee Stock Purchase Plan. (5)

10.7     Technology   Purchase   Agreement   dated  November  12,  2002,   among
         theglobe.com, inc., and Brian Fowler. (9)

10.8     Employment Agreement dated November 12, 2002, among theglobe.com,  inc.
         and Brian Fowler. (9)


                                       1
<PAGE>

10.9     Payment  Agreement dated November 12, 2002, among  theglobe.com,  inc.,
         1002390 Ontario Inc., and Robert S. Giblett. (9)

10.10    Release Agreement dated November 12, 2002, among theglobe.com, inc. and
         certain other parties named therein. (9)

10.11    Preferred  Stock  Purchase  Agreement  dated  March  28,  2003  between
         theglobe.com, inc. and E&C Capital Partners, LLLP. (14)

10.12    Loan and Purchase Option Agreement dated February 25, 2003. (13)*

10.13    Amended and Restated Promissory Note. (13)*

10.14    Form of Stock Purchase Agreement. (13)*

10.15    Note Purchase Agreement dated May 22, 2003 between  theglobe.com,  inc.
         and E&C  Capital  Partners,  LLLP and  certain  other  investors  named
         therein. (10)

10.16    Agreement  and Plan of Merger dated May 23, 2003 between  theglobe.com,
         inc., DPT  Acquisition,  Inc.,  Direct Partner  Telecom,  Inc., and the
         stockholders thereof. (10)

10.17    Employment  Agreement dated May 28, 2003 between theglobe.com and James
         Magruder. (10)

10.18    Form of  Subscription  Agreement  relating to the  purchase of Units of
         Series G Preferred Stock and Warrants of theglobe.com, inc. (11)

10.19    Employment  Agreement dated August 1, 2003 between  theglobe.com,  inc.
         and Michael S. Egan. (12)

10.20    Employment  Agreement dated August 1, 2003 between  theglobe.com,  inc.
         and Edward A. Cespedes. (12)

10.21    Employment  Agreement dated August 1, 2003 between  theglobe.com,  inc.
         and Robin Segaul Lebowitz. (12)

10.22    Amended & Restated Non-Qualified Stock Option Agreement effective as of
         August 12, 2002 between theglobe.com, inc. and Michael S. Egan. (12)

10.23    Amended & Restated Non-Qualified Stock Option Agreement effective as of
         August 12, 2002 between theglobe.com, inc. and Edward A. Cespedes. (12)

10.24    Amended & Restated Non-Qualified Stock Option Agreement effective as of
         August 12, 2002 between  theglobe.com,  inc. and Robin Segaul Lebowitz.
         (12)

10.25    Non-Qualified  Stock Option Agreement dated as of July 17, 2003 between
         theglobe.com, inc. and Kellie L. Smythe. (12)

10.26    2003 Sales Representatives Stock Option Plan. (12)

10.27    Securities  Purchase  and  Registration  Agreement  dated March 2, 2004
         relating  to the  purchase  of Units of Common  Stock and  Warrants  of
         theglobe.com, inc. (15)

10.28    Amendment to the Service Order  Agreement  Terms and  Conditions  dated
         July 30, 2003, and October 24, 2003 between XO Communications, Inc. and
         Direct  Partner  Telecom,   Inc.,   including  XO  Services  Terms  and
         Conditions. (15)*

10.29    Agreement  dated  August 7, 2003 by and between  Promotion  and Display
         Technology, Ltd. and theglobe.com, inc. (15)*


                                       2
<PAGE>

10.30    Broad Capacity Services Agreement dated October 17, 2003 by and between
         Direct Partner Telecom, Inc. and Progress Telecom Corporation. (15)*

15.      Previously filed as part of our original Form 10-KSB filed on March 30,
         2004.

16.      Letter  dated  August  13,  2002  from KPMG LLP  relating  to change of
         independent certified accountants. (8)

21.      Subsidiaries. (16)

23.      Consent of Rachlin Cohen & Holtz LLP. (15)

31.1     Certification of the Chief Executive Officer pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002. (15)

31.2     Certification of the Chief Financial Officer pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002. (15)

32.1     Certification  of the Chief  Executive  Officer  pursuant  to 18 U.S.C.
         Section 1350 as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
         Act of 2002. (15)

32.2     Certification  of the Chief  Financial  Officer  pursuant  to 18 U.S.C.
         Section 1350 as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
         Act of 2002. (15)

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

1.    Incorporated  by  reference  from our  registration  statement on Form S-1
      filed July 24, 1998 (Registration No. 333-59751).

2.    Incorporated  by  reference  as Exhibit to our Form S-1/A filed August 20,
      1998.

3.    Incorporated by reference from our Form S-1/A filed September 15, 1998.

4.    Incorporated by reference from our Form S-1/A filed October 14, 1998.

5.    Incorporated  by reference  from our Form 10-K for the year ended December
      31, 1998 filed March 30, 1999.

6.    Incorporated by reference from our Form S-1 filed April 13, 1999.

7.    Incorporated  by reference  from our Form 10-Q for the quarter ended March
      31, 2000 dated May 15, 2000.

8.    Incorporated by reference from our Form 8-K filed August 13, 2002.

9.    Incorporated by reference from our Form 8-K filed on November 26, 2002.

10.   Incorporated by reference from our Form 8-K filed on June 6, 2003.

11.   Incorporated by reference from our Form 8-K filed on July 11, 2003.

12.   Incorporated by reference from our Form 10-QSB filed on November 14, 2003.

13.   Incorporated by reference from our Form 8-K filed on March 3, 2003.

14.   Incorporated by reference from our Form 10-K filed on March 31, 2003.

15.   Previously  filed as part of our  original  Form 10-KSB filed on March 30,
      2004.


                                        3

<PAGE>


16.   Incorporated  by reference  from our  Registration  Statement on Form SB-2
      filed on April 16, 2004.

*     Confidential  portions  of  this  exhibit  have  been  omitted  and  filed
      separately  with the  Commission  pursuant to a request  for  confidential
      treatment.


                                       4