SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/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, 2002 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                     (IRS 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

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-K  (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-K or any amendment to this Form 10-K [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]

The number of shares  outstanding of the  Registrant's  Common Stock,  $.001 par
value (the "Common Stock") as of March 18, 2003 was 30,382,293.

Aggregate market value of the voting Common Stock held by  non-affiliates of the
registrant as of the close of business on June 28, 2002: $892,594.

----------------------
*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>

                       DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this report, to the extent not set forth
herein,  is incorporated  by reference from the  registrant's  definitive  proxy
statement  relating  to the annual  meeting of  stockholders  to be held in 2003
which definitive proxy statement shall be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year to which this Report
relates.


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<PAGE>



PRELIMINARY NOTE: This Annual Report of Form 10-K/A-1 amends Part IV, Item 15 of
the  previously  filed Annual  Report on Form 10-K by  providing  an  additional
Exhibit 23.2 to such Report.


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

(3) EXHIBITS

Exhibit No.               Description
-----------       --------------------------------------------------------------

2.1               Agreement  and Plan of Merger  dated as of February 1, 1999 by
                  and  among  theglobe.com,  inc.,  Nirvana  Acquisition  Corp.,
                  Factorymall.com,   inc.  d/b/a  Azazz,   and  certain  selling
                  stockholders thereof (18)

2.2               Agreement  and Plan of Merger dated as of April 5, 1999 by and
                  among  theglobe.com,  inc., Bucky Acquisition Corp.,  Attitude
                  Network, Ltd. and certain shareholders thereof (19)

2.3               Agreement  and Plan of Merger  dated as of January 13, 2000 by
                  and among  theglobe.com,  inc., Chips & Bits,  Inc.,  Strategy
                  Plus, CB Acquisition  Corp., SP Acquisition Corp., Yale Brozen
                  and Tina Brozen(11)

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

3.2               Form of By-Laws of the Company(2)

3.3               Certificate  relating  to  Previously  Outstanding  Series  of
                  Preferred Stock and Relating to the  Designation,  Preferences
                  and Rights of Series F Preferred Stock.*

4.1               Second Amended and Restated  Investor  Rights  Agreement among
                  the Company and certain equity  holders of the Company,  dated
                  as of August 13, 1997(2).

4.2               Amendment No.1 to Second Amended and Restated  Investor Rights
                  Agreement  among the Company and certain equity holders of the
                  Company, dated as of August 31, 1998(2).

4.3               Amendment No.2 to Second Amended and Restated  Investor Rights
                  Agreement  among the Company and certain equity holders of the
                  Company, dated April 9, 1999(8).

4.4               Form of  Amendment  No.3 to the Second  Amended  and  Restated
                  Investor Rights Agreement among the Company and certain equity
                  holders of the Company(9).

4.5               Registration  Rights  Agreement,  dated  as  of  September  1,
                  1998(6).

4.6               Amendment No.1 to Registration  Rights Agreement,  dated as of
                  April 9, 1999(8).

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

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

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


                                       3
<PAGE>

4.10              Registration  Rights  Agreement  among the Company and certain
                  equity  holders of the  Company,  dated  February 1, 1999,  in
                  connection with the acquisition of factorymall.com(6).

4.11              Form of Amended and  Restated  Registration  Rights  Agreement
                  among the Company and certain equity holders of the Company in
                  connection with the acquisition of factorymall.com(8).

4.12              Registration  Rights  Agreement  among the Company and certain
                  shareholders   of  the  Company,   dated  April  9,  1999,  in
                  connection with the acquisition of Attitude Network, Ltd(8).

4.13              Registration  Rights  Agreement  among the Company and certain
                  shareholders  of the Company,  dated  November  30,  1999,  in
                  connection   with  the   acquisition   of   Webjump.com   from
                  Infonent.com, Inc.(12).

4.14              Registration  Rights  Agreement  among the Company and certain
                  shareholders  of the Company,  dated  February  24,  1999,  in
                  connection  with the  acquisition  of Chips & Bits,  Inc.  and
                  Strategy Plus, Inc.(12).

4.15              Form of Warrant dated  November 12, 2002 to acquire  shares of
                  Common Stock.(17).

4.16              Form of Warrant  dated  March 28,  2003 to  acquire  shares of
                  Common Stock.*

9.1               Stockholders' Agreement by and among Dancing Bear Investments,
                  Inc.,  Michael Egan, Todd V.  Krizelman,  Stephan J. Paternot,
                  Edward A. Cespedes and Rosalie V. Arthur, dated as of February
                  14, 1999(6).

10.1              Employment  Agreement  dated June 6, 2000,  by and between the
                  Company and Todd V. Krizelman(10), (14).

10.2              Employment  Agreement  dated June 6, 2000,  by and between the
                  Company and Stephan J. Paternot(10), (14).

10.3              Employment  Agreement  dated July 14, 2000, by and between the
                  Company and Charles Peck(10), (14).

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

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

10.6              2000 Broad Based Stock Option Plan(13).

10.7              1998 Stock Option Plan, as amended(8).

10.8              1995 Stock Option Plan(1).

10.9              factorymall.com, inc. 1998 Stock Option Plan(7).

10.10             Form  of  Nonqualified   Stock  Option  Agreement  with  James
                  McGoodwin, Kevin McKeown and Mark Tucker(7).


                                       4
<PAGE>

10.11             Attitude Network, Ltd. Stock Option Plan(10).

10.12             Employee Stock Purchase Plan(6).

10.13             Technology  Purchase  Agreement dated November 12, 2002, among
                  theglobe.com, inc., and Brian Fowler(17).

10.14             Employment   Agreement   dated   November  12,   2002,   among
                  theglobe.com, inc. and Brian Fowler(17).

10.15             Payment Agreement dated November 12, 2002, among theglobe.com,
                  inc., 1002390 Ontario Inc., and Robert S. Giblett(17).

10.16             Release Agreement dated November 12, 2002, among theglobe.com,
                  inc. and certain other parties named therein(17).

10.17             Preferred  Stock  Purchase  Agreement  dated  March  28,  2003
                  between theglobe.com, inc. and E&C Capital Partners, LLLP.*

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

23.1              Consent of KPMG LLP.*

23.2              Consent of Rachlin Cohen & Holtz LLP.**

99.1              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.*

99.2              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.*

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

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 S-1/A filed November 15, 1998.
6.   Incorporated  by reference  from our Form 10-K for the year ended  December
     31, 1998 filed March 30, 1999.
7.   Incorporated by reference from our Registration of Form S-8 (No.333-75503),
     filed on April 1, 1999.
8.   Incorporated by reference from our Form S-1 filed April 13, 1999.
9.   Incorporated by reference from our Form S-1/A filed May 3, 1999.
10.  Incorporated by reference from our Form S-1/A filed May 17, 1999.
11.  Incorporated  by  reference  from our  report on Form 8-K filed on March 8,
     2000.
12.  Incorporated  by reference  form our Form 10-K for the year ended  December
     31, 1999 filed March 30, 2000.
13.  Incorporated  by reference  from our Form 10-Q for the quarter  ended March
     31, 2000 dated May 15, 2000.
14.  Incorporated by reference from our Form 10-Q for the quarter ended June 30,
     2002 dated August 14, 2000.
15.  Incorporated  by reference  from our Form 10-K for the year ended  December
     31, 2000 filed April 2, 2001.
16.  Incorporated by reference from our Form 8-K filed August 13, 2002.
17.  Incorporated by reference from our Form 8-K filed on November 26, 2002.
18.  Incorporated by reference from our Form 8-K filed on February 16, 1999.
19.  Incorporated by reference from our Form 8-K filed on April 9, 1999.
*    Previously  filed with our Form 10-K for the year ended  December 31, 2002,
     filed March 30, 2003.

                                       6
<PAGE>

**   Filed herewith.


(b)  Reports on Form 8-K

Form 8-K  related to an event dated  November  12,  2002,  relating to an Item 5
disclosure of certain digital telephony assets acquired by the Registrant.



                                       6
<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:  September 22, 2003                       theglobe.com, inc.


                                                 By:  /s/ Robin Segaul Lebowitz
                                                    ---------------------------
                                                      Chief Financial Officer




                                       7

<PAGE>



                                  EXHIBIT INDEX


Exhibit No.               Description
-----------       --------------------------------------------------------------

2.1               Agreement  and Plan of Merger  dated as of February 1, 1999 by
                  and  among  theglobe.com,  inc.,  Nirvana  Acquisition  Corp.,
                  Factorymall.com,   inc.  d/b/a  Azazz,   and  certain  selling
                  stockholders thereof (18)

2.2               Agreement  and Plan of Merger dated as of April 5, 1999 by and
                  among  theglobe.com,  inc., Bucky Acquisition Corp.,  Attitude
                  Network, Ltd. and certain shareholders thereof (19)

2.3               Agreement  and Plan of Merger  dated as of January 13, 2000 by
                  and among  theglobe.com,  inc., Chips & Bits,  Inc.,  Strategy
                  Plus, CB Acquisition  Corp., SP Acquisition Corp., Yale Brozen
                  and Tina Brozen(11)

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

3.2               Form of By-Laws of the Company(2)

3.3               Certificate  relating  to  Previously  Outstanding  Series  of
                  Preferred Stock and Relating to the  Designation,  Preferences
                  and Rights of Series F Preferred Stock.*

4.1               Second Amended and Restated  Investor  Rights  Agreement among
                  the Company and certain equity  holders of the Company,  dated
                  as of August 13, 1997(2).

4.2               Amendment No.1 to Second Amended and Restated  Investor Rights
                  Agreement  among the Company and certain equity holders of the
                  Company, dated as of August 31, 1998(2).

4.3               Amendment No.2 to Second Amended and Restated  Investor Rights
                  Agreement  among the Company and certain equity holders of the
                  Company, dated April 9, 1999(8).

4.4               Form of  Amendment  No.3 to the Second  Amended  and  Restated
                  Investor Rights Agreement among the Company and certain equity
                  holders of the Company(9).

4.5               Registration  Rights  Agreement,  dated  as  of  September  1,
                  1998(6).

4.6               Amendment No.1 to Registration  Rights Agreement,  dated as of
                  April 9, 1999(8).

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

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

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

4.10              Registration  Rights  Agreement  among the Company and certain
                  equity  holders of the  Company,  dated  February 1, 1999,  in
                  connection with the acquisition of factorymall.com(6).

4.11              Form of Amended and  Restated  Registration  Rights  Agreement
                  among the Company and certain equity holders of the Company in
                  connection with the acquisition of factorymall.com(8).


                                       8
<PAGE>

4.12              Registration  Rights  Agreement  among the Company and certain
                  shareholders   of  the  Company,   dated  April  9,  1999,  in
                  connection with the acquisition of Attitude Network, Ltd(8).

4.13              Registration  Rights  Agreement  among the Company and certain
                  shareholders  of the Company,  dated  November  30,  1999,  in
                  connection   with  the   acquisition   of   Webjump.com   from
                  Infonent.com, Inc.(12).

4.14              Registration  Rights  Agreement  among the Company and certain
                  shareholders  of the Company,  dated  February  24,  1999,  in
                  connection  with the  acquisition  of Chips & Bits,  Inc.  and
                  Strategy Plus, Inc.(12).

4.15              Form of Warrant dated  November 12, 2002 to acquire  shares of
                  Common Stock.(17).

4.16              Form of Warrant  dated  March 28,  2003 to  acquire  shares of
                  Common Stock.*

9.1               Stockholders' Agreement by and among Dancing Bear Investments,
                  Inc.,  Michael Egan, Todd V.  Krizelman,  Stephan J. Paternot,
                  Edward A. Cespedes and Rosalie V. Arthur, dated as of February
                  14, 1999(6).

10.1              Employment  Agreement  dated June 6, 2000,  by and between the
                  Company and Todd V. Krizelman(10), (14).

10.2              Employment  Agreement  dated June 6, 2000,  by and between the
                  Company and Stephan J. Paternot(10), (14).

10.3              Employment  Agreement  dated July 14, 2000, by and between the
                  Company and Charles Peck(10), (14).

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

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

10.6              2000 Broad Based Stock Option Plan(13).

10.7              1998 Stock Option Plan, as amended(8).

10.8              1995 Stock Option Plan(1).

10.9              factorymall.com, inc. 1998 Stock Option Plan(7).

10.10             Form  of  Nonqualified   Stock  Option  Agreement  with  James
                  McGoodwin, Kevin McKeown and Mark Tucker(7).

10.11             Attitude Network, Ltd. Stock Option Plan(10).

10.12             Employee Stock Purchase Plan(6).

10.13             Technology  Purchase  Agreement dated November 12, 2002, among
                  theglobe.com, inc., and Brian Fowler(17).


                                       9
<PAGE>

10.14             Employment   Agreement   dated   November  12,   2002,   among
                  theglobe.com, inc. and Brian Fowler(17).

10.15             Payment Agreement dated November 12, 2002, among theglobe.com,
                  inc., 1002390 Ontario Inc., and Robert S. Giblett(17).

10.16             Release Agreement dated November 12, 2002, among theglobe.com,
                  inc. and certain other parties named therein(17).

10.17             Preferred  Stock  Purchase  Agreement  dated  March  28,  2003
                  between theglobe.com, inc. and E&C Capital Partners, LLLP.*

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

23.1              Consent of KPMG LLP.*

23.2              Consent of Rachlin Cohen & Holtz LLP.**

99.1              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.*

99.2              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.*

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

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 S-1/A filed November 15, 1998.
6.   Incorporated  by reference  from our Form 10-K for the year ended  December
     31, 1998 filed March 30, 1999.
7.   Incorporated by reference from our Registration of Form S-8 (No.333-75503),
     filed on April 1, 1999.
8.   Incorporated by reference from our Form S-1 filed April 13, 1999.
9.   Incorporated by reference from our Form S-1/A filed May 3, 1999.
10.  Incorporated by reference from our Form S-1/A filed May 17, 1999.
11.  Incorporated  by  reference  from our  report on Form 8-K filed on March 8,
     2000.
12.  Incorporated  by reference  form our Form 10-K for the year ended  December
     31, 1999 filed March 30, 2000.
13.  Incorporated  by reference  from our Form 10-Q for the quarter  ended March
     31, 2000 dated May 15, 2000.
14.  Incorporated by reference from our Form 10-Q for the quarter ended June 30,
     2002 dated August 14, 2000.
15.  Incorporated  by reference  from our Form 10-K for the year ended  December
     31, 2000 filed April 2, 2001.
16.  Incorporated by reference from our Form 8-K filed August 13, 2002.
17.  Incorporated by reference from our Form 8-K filed on November 26, 2002.
18.  Incorporated by reference from our Form 8-K filed on February 16, 1999.
19.  Incorporated by reference from our Form 8-K filed on April 9, 1999.
*    Previously  filed with our Form 10-K for the year ended  December 31, 2002,
     filed March 30, 2003.
**   Filed herewith.

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