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                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                 ---------

                                 FORM 10-K

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

 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998   COMMISSION FILE NO.: 0-25053

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

                    DELAWARE                              14-1781422
        (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)            Identification Number)

              31 WEST 21ST STREET
               NEW YORK, NEW YORK                           10010
    (Address of principal executive offices)              (Zip Code)

                               (212) 886-0800
            (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-K (ss.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].

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of the close of business on March 1, 1999: $264,943,350.*

Common Stock outstanding at March 1, 1999: 10,661,327 shares.

                    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 1999, 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.

*    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.

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                             THEGLOBE.COM, INC.

                      1998 ANNUAL REPORT ON FORM 10-K

                             TABLE OF CONTENTS



PART I

Item 1.   Business........................................................1

Item 2.   Properties.....................................................14

Item 3.   Legal Proceedings..............................................15

Item 4.   Submission of Matters to a Vote of Security Holders............15


PART II

Item 5.   Market for Registrant's Common Equity and Related
          Stockholder Matters............................................16 

Item 6.   Selected Financial Data........................................17

Item 7.   Management's Discussion and Analysis of Financial 
          Condition and Results of Operations............................18

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.....40

Item 8.   Financial Statements and Supplementary Data....................40

Item 9.   Changes in and Disagreements with Accountants and 
          Accounting and Financial Disclosure............................57


PART III

Item 10.  Directors and Executive Officers of the Registrant.............58

Item 11.  Executive Compensation.........................................58

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management.....................................................58

Item 13.  Certain Relationships and Related Transactions.................58



PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on 
          Form 8-K.......................................................59


SIGNATURES...............................................................61




                                   PART I

ITEM 1.   BUSINESS

OVERVIEW

     theglobe.com is one of the world's leading online communities with
nearly 2.5 million members in the United States and abroad. In December
1998, over 9.3 million unique users visited our web site. Our web site is a
destination on the Internet where users are able to personalize their
online experience by publishing their own content and interacting with
others having similar interests. We facilitate this interaction by
providing various free services, including home page building, discussion
forums, chat rooms, e-mail and electronic commerce. Additionally, we
provide our users with news, business information, real time stock quotes,
weather, movie and music reviews, multi-player gaming and personals. By
satisfying our users' personal and practical needs, we seek to become our
users' online home.

     We generate revenues primarily by selling advertisements, sponsorship
placements within our site, development fees and, to a lesser extent, from
electronic commerce revenues and the sale of membership subscriptions for
enhanced services. In the last three months of 1998, we had approximately
147 advertisers, including Coca Cola, Dunkin' Donuts, J. Crew, Polygram,
Sony, 3Com and Visa. In February 1999, we acquired Azazz.com, an online
retail store which sells a variety of name brand products directly to
consumers. We began integrating Azazz into our site in February 1999 and
expect to begin to generate additional revenues from electronic commerce in
the second quarter of 1999.

     Since our founding, we have experienced strong growth. Over 9.3
million unique users visited our site in December 1998, according to ABC
Interactive. Unique users are the actual number of users who access our
site. Members are users who register with us and provide personal
information to us. Approximately 40% of our monthly traffic originates from
abroad, reflecting our site's international appeal.


THEGLOBE.COM

     Todd V. Krizelman and Stephan J. Paternot began our company to take
advantage of the demand for online destinations that allow users to develop
their own identities and establish relationships with users with similar
interests. We organized our community in a hierarchy modeled after the real
world. Our site has ten "Themes of Interest":

          o    Arts                     o    News
          o    Business                 o    Romance
          o    Entertainment            o    Sports
          o    Life                     o    Technology
          o    Metro                    o    Travel

     Themes of Interest are subdivided into 24 "Cities," which are further
divided into 75 "Districts." Within each District, members have the ability
to create or join "Interest Groups," our smallest form of community. As of
December 31, 1998, there were over 325 Interest Groups. Any member may
propose an Interest Group, but an Interest Group will not be activated on
the site until it receives sufficient votes from other members. We do not
limit the number of communities which our members can join and our members
are free to leave an Interest Group at any time. Because of this, the
communities are dynamic and evolve as member interests change. Members of a
community elect community leaders to manage communities, highlight member
content, communicate directly to constituents and organize events.

     Within Interest Groups, our members can access a collection of
services to generate content, including chat, open forums and e-mail.
Member-created content within Interest Groups satisfies users' desires for
topic specific information, conversation and debate. Members vote and
generate content for communities. We believe our member-created content
helps us attract a large audience of users. As these users become familiar
with our site, we believe that we have a greater ability to convert them
into members.

     The unique community focus of our site offers us several advantages
that include:

     o    Member Loyalty. Because we provide a homepage for our members,
          members develop loyalty to our site and to the communities in
          which they participate. We believe that this translates into more
          frequent usage by members and longer stays at our site.

     o    Member-Developed Content. Users develop the majority of the
          content on our site on a voluntary basis for the benefit of all
          of our users. As a result, we avoid some of the costs associated
          with content development.

     o    Targeted Advertising. We allow advertisers to target their
          advertisements based on both demographic information and affinity
          group affiliations. Our volume of user traffic, frequency and
          average length of use also draw advertisers to our site. Our
          ability to reach users across a wide variety of interest areas
          has made our site attractive to technology companies and
          traditional consumer product and service companies. As of
          December 31, 1998, approximately 70% of our advertisers were
          branded consumer product and service companies.


OUR BUSINESS STRATEGY

     Our goal is to be the leading online community site. We seek to attain
this goal through the following key strategies:

     Improve User Experience. We will continue efforts to improve user
experience on our site by:

          o    launching new services to enhance our community;

          o    personalizing our site to the preferences of individual
               members;

          o    simplifying user interfaces and otherwise improving the ease
               of use;

          o    improving customer support;

          o    developing loyalty programs to reward members for increased
               usage;

          o    expanding the suite of personal publishing/web site building
               tools; and

          o    creating additional opportunities for participating in
               existing affinity groups and expanding the number of
               affinity groups.

     Develop Brand Identity and Awareness. We intend to expand our presence
as a mass market site by building brand awareness. We plan to continue to
allocate a significant portion of our resources to develop our brand in the
same fashion as traditional consumer product and service companies. We
believe that establishing brand awareness among consumers is instrumental
in attracting new members to our site. It may also attract media buyers who
tend to favor well-known and trusted companies.

     Further Develop Electronic Commerce. We intend to increase our
electronic commerce revenues by (1) selling select products directly to
consumers through the integration of Azazz into our web site and (2)
indirectly selling products to consumers through increasing the number of
electronic commerce partners who establish virtual storefronts in
theglobe.com Marketplace.

     We plan to re-launch our Marketplace area in the second quarter of
1999. We believe that integrating Azazz with our existing electronic
commerce business should enhance our users' overall shopping experience.
The acquisition enables us to directly offer a broad array of products,
attractive prices and premium customer service. In particular, we will
differentiate ourselves from competitors by offering Azazz's "personal
shopper" application which enables customers to communicate directly with a
live customer service representative during each step of the online
shopping process.

     Acquisition, Joint Venture and Alliance Strategy. We review
acquisition candidates and joint ventures in the ordinary course of
business, some of which may be material. We are currently in negotiations
with third parties for various transactions. These transactions may or may
not be consummated. Our focus is to seek transactions that would complement
our existing business, increase our traffic, augment the distribution of
our community, enhance our technological capabilities or increase our
electronic commerce revenues.

     Expand Globally. We believe that significant opportunities exist to
capitalize on the growth of the Internet internationally. We are pursuing
strategic relationships with international companies to exploit
cross-marketing, co-branding and promotional opportunities. We believe that
users outside of the United States generate approximately 40% of our
traffic. Users outside of the United States are able to communicate and
publish on our site in their own languages. We have also received prominent
press coverage in Europe, Asia and Australia.

     Enhance Membership Services. We offer additional Internet services,
including increased storage space for building home pages, through our gold
and platinum membership programs. To attract a wider subscriber base, we
intend to develop new membership programs offering premium content,
shopping clubs and entertainment services.


OUR PRODUCTS AND SERVICES

     We provide users with the following products and services:

     Free Services. We provide a range of free services to our members
including:

          o    business and technology news,

          o    real-time stock quotes and portfolio services,

          o    "my globe" personalized home pages,

          o    classified listings,

          o    a marketplace where members can purchase a variety of
               products and services,

          o    home page building,

          o    discussion forums,

          o    chat rooms and

          o    e-mail.

     By satisfying our users' personal and practical needs, we seek to
become our users' online home. Our primary revenue source is the sale of
advertising, with additional revenues generated through electronic commerce
and the sale of membership subscriptions for enhanced services. We derive
electronic commerce revenues in theglobe.com Marketplace through
merchandise sales by partners, and, beginning in the second quarter of
1999, from direct merchandise sales. We believe that the addition of
Azzaz's broad array of products, attractive prices and premium customer
service to our Marketplace will significantly enhance the shopping
experience for our millions of monthly users.

     Premier Partners. We have relationships with premier partners who pay
a fixed monthly fee, generally from $5,000 to $100,000 per month, and often
a percentage of sales, to receive prominent placement in our Marketplace
and on our site. Premier partner agreements typically run for a period of
six months to three years. In some instances, premier partners pay us a
share of the sales over a particular threshold amount from users directed
to them from our site. Premier partners include:

     o    Lowestfare.com. Lowestfare.com offers discounted airline, car and
          hotel reservations, vacation packages and cruises. Lowestfare.com
          has entered into a three-year agreement with us to be our
          exclusive provider of travel-related services. They also provide
          us with content, including weather, mapping, destination
          information and voice response e-mail. We provide Lowestfare.com
          with advertising and Marketplace exposure.

     o    Republic Industries. Republic Industries owns the largest chain
          of new vehicle dealerships in the United States and operates a
          chain of used car megastores under the AutoNation USA brand name.
          We provide AutoNation preferred placement in our auto category
          under a three-year agreement.

     o    Cyberian Outpost. Cyberian Outpost sells computer hardware,
          software and accessories directly to consumers online. We have
          entered into a six month arrangement with Cyberian Outpost to be
          our exclusive online computer hardware retailer.

     o    RSL Communications. We have a one-year arrangement with RSL for
          Internet telephony services.

     Member Subscriptions. We offer additional Internet services through
our Gold and Platinum membership packages. For example, these packages
provide additional storage space and the ability to host limited commercial
activity. The subscriptions cost $4.95 or $9.95 monthly, depending on the
level of service.


CORPORATE ALLIANCES AND RELATIONSHIPS

     We have a number of relationships with partners and content providers
to provide our users with a full suite of web services. These arrangements
provide us with a cost-effective method for increasing our services without
incurring significant capital expenditures. Examples include:

     o    Business and Finance. By providing free real-time stock quotes,
          stock screening analysis and portfolio tools from the Thomson
          Financial Network and stock market editorial analysis and daily
          articles from CBS MarketWatch, we are able to assist our users in
          planning and tracking their investment decisions.

     o    Entertainment. Through entertainment news and gossip from E!
          Online and music reviews and commentary from SonicNet, we offer
          our users multiple viewpoints on the latest events in the
          entertainment industry.

     o    Online Calendar and Address Book. We license Visto's Briefcase
          application for use on our site which permits our users to manage
          all of their appointments and contact information through our
          site.

     o    Other Key Services. We provide sports highlights and scores from
          Fox Sports, employment, real estate and automobile classified
          listings from Classified Warehouse and weather forecasts from
          AccuWeather.


ADVERTISING CUSTOMERS

     With over 9.3 million unique users as of December 1998, and nearly 2.5
million members in the United States and abroad, we have attracted mass
market consumer product companies as well as technology-related businesses
to advertise on our site. We believe that our community site is well
positioned to capture a portion of the growing number of consumer product
and service companies advertising online.

     Our advertising clients enter into short term agreements, which
typically last one to three months. Our clients generally receive a
guaranteed number of impressions for a fixed fee. In 1998, no single
advertiser accounted for more than 10% of total revenues and approximately
70% of our advertisers were repeat customers. In the last three months of
1998, approximately 147 advertising clients advertised on our site. Some of
our advertising clients include:

          American Express    Hilton              Lee Jeans       Polygram
          AT&T                Intel               Levi's          Sony
          BellSouth           J. Crew             Microsoft       3Com
          Coca Cola           Kellogg's Brands    Office Depot    USWest
          Dunkin' Donuts      Kodak               Pepsi           Visa



ADVERTISING SALES AND DESIGN

     We seek to distinguish ourselves from our competition by creating
unique advertising and sponsorship opportunities designed to build brand
loyalty for our corporate sponsors by seamlessly integrating their
advertising messages into our content. We can deliver advertising to
specific targets within our site's themed content areas, allowing
advertisers to single out and effectively deliver their messages to their
respective target audiences. For example, a company can target an
advertisement solely to males or females over 24 years of age coming to our
Business Theme area from Latin America. We believe that sophisticated
targeting is a critical element for capturing worldwide advertising budgets
for the Internet. Additionally, we intend to expand the amount and type of
demographic information we collect from our members, which will allow us to
offer more specific data to our advertising clients.

     While our competition generally provides banner advertising as its
primary advertising option, we offer an assortment of advertising options
for our clients. We work with our advertising customers to meet their
needs. We offer advertisers:

     o    Banner advertising            o    Sweepstakes

     o    Button advertising            o    Content development

     o    Text links                    o    Affinity packages for 
                                             advertising partners

     o    Pop-up advertisements         o    Direct marketing and lead 
                                             generation, if users have 
                                             opted in to these programs

     o    Log out links to full page    o    Market research for 
          advertisements                     advertising campaigns 
 
     o    Various sponsorship programs  

     We have an internal sales organization of approximately 25
professionals. These professionals focus on both selling advertisements on
our web site and developing long-term strategic relationships with clients.
A significant portion of our sales personnel's income is commission based.
We have sales offices in New York City, Chicago and San Francisco and
intend to open additional sales offices in selected markets around the
world.


MARKETING AND PROMOTIONS

     In 1998, we committed approximately $7.3 million to advertising in
traditional offline media and in online media. In March 1998, we launched
our advertising campaign through television, print, billboards, buses,
telephone kiosks, online media, and other marketing efforts. These efforts
were aimed at:

     o    generating additional traffic to our site,

     o    building and defining a desirable online destination in the minds
          of present and potential online consumers, and

     o    creating a strong and viable brand within the Internet and
          advertising industries.

We intend to continue to commit a significant part of our budget to
marketing our brand.


TECHNOLOGY

     Our strategy is to operate our business through the application of
existing technologies. The various features of our online environment are
implemented using a combination of off-the-shelf and proprietary software
components. Whenever possible, we favor licensing and integrating
"best-of-breed" technology from industry leaders, including Oracle, Sun
Microsystems and Microsoft. We believe that this component approach is more
manageable, reliable and scalable than single-source solutions. In
addition, our emphasis on commercial components accelerates our development
time. We believe that this is an advantage in our rapidly evolving market.

     In addition to being scalable, our system has many redundancies, which
benefit us if part of our system is down. Our servers are connected to the
Internet through a combination of links provided through three separate
carriers, AppliedTheory, UUNET and AT&T. This approach to connectivity
allows us to continue operations in the event of a failure in any carrier.
We plan to continue to upgrade our systems as necessary for our business
plan. Our system allows us to roll out upgrades incrementally on an
as-needed basis.

     To efficiently manage our system, we have developed highly automated
methods of monitoring the performance of each system component. If any
subsystem fails, the failed subsystem is taken out of service and requests
are distributed among the remaining operational systems. We have also
developed tools to perform routine management tasks such as log processing
and content updates in an automated, remote-controlled fashion. We believe
that our investment in automation lessens the need for the additional
personnel that would otherwise be required to support the system as it
grows.

     In the fourth quarter of 1998, we relocated our data processing
systems and servers to the New York Teleport in Staten Island, New York
under a three year lease with Telehouse International Corporation. The New
York Teleport facility provides security, electricity and premises for our
systems. More than 90% of our web site traffic is handled through this
facility. The facility has four independent battery-operated power
supplies, as well as four independent diesel generators designed to provide
power to these systems within seconds of a power surge. If required, the
diesel generators can supply the data center's power for several days.
Telehouse International Corporation does not guarantee that our Internet
access will be uninterrupted, error-free or secure.

     We maintain additional server equipment at Exodus Communications,
Inc.'s facility in Seattle, Washington. Exodus provides and manages power,
environmentals and connectivity to the Internet through multiple links on a
24 hour-a-day, seven days per week basis. Exodus does not guarantee that
our Internet access will be uninterrupted, error-free or secure.


COMPETITION

     The market for members, users and Internet advertising among web sites
is new and rapidly evolving. We expect the intense competition for members,
users and advertisers, as well as competition in the electronic commerce
market, to increase significantly. Barriers to entry are relatively
insubstantial and we face competitive pressures from many additional
companies both in the United States and abroad. See "Risk Factors -
Competition for members, users and advertisers, as well as competition in
the electronic commerce market, is intense and is expected to increase
significantly."

     All types of web sites compete for users. Competitor web sites include
community sites, as well as "gateway" or "portal" sites and various other
types of web sites. We believe that the principal competitive factors in
attracting users to a site are:

     o    functionality of the web site,

     o    brand recognition,

     o    member affinity and loyalty,

     o    broad demographic focus,

     o    open access for visitors,

     o    critical mass of users, particularly for community-type sites,
          and

     o    services for users.


     We compete for users, advertisers and electronic commerce customers
with:

     o    other online community web sites, such as GeoCities, which has
          agreed to be acquired by Yahoo!, Tripod and AngelFire,
          subsidiaries of Lycos, and Xoom.com,

     o    search engines and other Internet "portal" companies, such as
          Excite, InfoSeek, Lycos and Yahoo!,

     o    online content web sites, such as CNET, ESPN.com and ZDNet.com,

     o    publishers and distributors of television, radio and print, such
          as CBS, NBC and CNN/Time Warner,

     o    general purpose consumer online services, such as America Online
          and Microsoft Network,

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

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


     Many of our existing competitors, as well as a number of potential new
competitors, have the following advantages:

     o    longer operating histories in the Internet market;

     o    greater name recognition;

     o    larger customer bases; and

     o    significantly greater financial, technical, and marketing
          resources.

In addition, providers of Internet tools and services, including
community-type sites, may be acquired by, receive investments from, or
enter into other commercial relationships with larger, well-established and
well-financed companies, such as Microsoft and America Online. For example,
Excite has agreed to be acquired by @Home, America Online acquired Netscape
and Lycos announced a transaction with USA Network and Ticketmaster
Citysearch Online. In addition, there has been other significant
consolidation in the industry. This consolidation may continue in the
future. We could face increased competition in the future from traditional
media companies, including cable, newspaper, magazine, television and radio
companies. A number of these large traditional media companies, including
Disney, CBS and NBC, have been active in Internet related activities.

     Many of our competitors, including other community sites, have
announced that they are contemplating developing Internet navigation
services and are attempting to become "gateway" or "portal" sites through
which users may enter the web. In the event these companies develop
successful "portal" sites, we could lose a substantial portion of our user
traffic. Furthermore, many non-community sites are seeking to develop
community aspects in their sites. Web browsers offered by Netscape and
Microsoft also increasingly incorporate prominent search buttons that
direct traffic to competing services. These features could make it more
difficult for Internet users to find and use our product and services. In
the future, Netscape, Microsoft and other browser suppliers may also more
tightly integrate products and services similar to ours into their browsers
or their browsers' pre-set home page. Additionally, entities that sponsor
or maintain high-traffic web sites or that provide an initial point of
entry for Internet viewers, such as the Regional Bell Operating Companies,
cable companies or Internet Service Providers, such as Microsoft and
America Online, offer and can be expected to consider further development,
acquisition or licensing of Internet search and navigation functions that
compete with us. These competitors could also take actions that make it
more difficult for viewers to find and use our products and services.

     We believe that the number of Internet companies relying on
Internet-based advertising revenue, as well as the number of advertisers on
the Internet and the number of users, will increase substantially in the
future. We believe that the principal competitive factors in attracting
advertisers include the following:

     o    amount of traffic on a web site,

     o    brand recognition,

     o    customer service,

     o    the demographics of members and users of a web site,

     o    the ability to offer targeted audiences, and

     o    the overall cost effectiveness of the advertising medium offered.

     In addition, many of our current advertising customers and strategic
partners have established collaborative relationships with some of our
existing and potential competitors. Accordingly, we will likely face
increased competition. We also compete with traditional advertising media,
including television, radio, cable and print for a share of advertisers'
total advertising budgets. This will result in increased pricing pressures
on our advertising rates, which could have a material adverse effect on us.
See "Risk Factors--We rely substantially on advertising revenues."

     Additionally, the electronic commerce market is new and rapidly
evolving, and we expect the intense competition among electronic commerce
merchants to increase significantly. We generate substantially all of our
electronic commerce revenues from our electronic commerce partners in our
Marketplace. In the future, we expect to generate electronic commerce
revenues through our Azazz acquisition. Because the Internet allows
consumers to easily compare prices of similar products or services on
competing web sites and there are low barriers to entry for potential
competitors, gross margins for electronic commerce transactions may narrow
further in the future. Competition among Internet retailers or among our
electronic commerce partners may have a material adverse effect on our
ability to generate revenues through electronic commerce transactions or
from these electronic commerce partners.


INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

     We regard substantial elements of our site and underlying technology
as proprietary. We attempt to protect them by relying on intellectual
property laws. We also generally enter into confidentiality agreements with
our employees and consultants and in connection with our license agreements
with third parties. We also seek to control access to and distribution of
our technology, documentation and other proprietary information. Despite
these precautions, it may be possible for a third party to copy or
otherwise obtain and use our proprietary information without authorization
or to develop similar technology independently.

     We pursue the registration of our trademarks in the United States and
internationally. Our efforts include:

     o    the registration of a United States trademark for the globe,

     o    the filing of United States trademark applications for
          theglobe.com, theglobe.com logo, TGLO, A Whole New Life Awaits
          You, globeDirect and globeStores,

     o    the submission of trademark applications for theglobe.com logo in
          Australia, Brazil, Canada, China, the European Union, Hong Kong,
          Israel, Japan, New Zealand, Norway, Russian Federation,
          Singapore, South Africa, Switzerland and Taiwan, and

     o    the submission of trademark applications for A Whole New Life
          Awaits You in the European Union and Switzerland.

Effective trademark, service mark, copyright and trade secret protection
may not be available in every country in which our services are distributed
or made available through the Internet. Policing unauthorized use of our
proprietary information is difficult. See "Risk Factors--We rely on
intellectual property and proprietary rights."


GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

     We are subject to laws and regulations that are applicable to various
Internet activities. There are many legislative and regulatory proposals
under consideration by federal, state, local and foreign governments and
agencies, including matters relating to:

     o    online content,

     o    Internet privacy,

     o    Internet taxation,

     o    access charges,

     o    liability for information retrieved from or transmitted over the
          Internet,

     o    domain names, and

     o    jurisdiction.

New regulations may increase our costs of compliance and doing business,
decrease the growth in Internet use and decrease the demand for our
services or otherwise have a material adverse effect on our business.

     Online Content. Online content restrictions cover many areas,
including indecent or obscene content and gambling. Several federal and
state statutes prohibit the transmission of indecent or obscene information
and content, including sexually explicit information and content. The
constitutionality of some of these statues is unclear at this time. For
example, in 1997 the Supreme Court of the United States held that selected
parts of the federal Communications Decency Act of 1996 governing indecent
and patently offensive content were unconstitutional. Many other provisions
of the Communications Decency Act, including those relating to obscenity,
however, remain in effect. Prior to the Supreme Court's decision, a federal
district court in New York held that some provisions of the New York penal
law modeled on the Communications Decency Act violated the Constitution. A
companion provision of that law, however, was subsequently upheld. Since
the Supreme Court's decision, a federal district court in New Mexico held
that a provision of the New Mexico penal law purporting to make it unlawful
to disseminate over the Internet information that is harmful to minors
violated the Constitution.

     The Child Online Protection Act became effective on November 20, 1998.
It requires web sites engaged in the business of the commercial
distribution of material that is deemed to be obscene or harmful to minors
to restrict minors' access to this material. However, the Child Online
Protection Act exempts from liability telecommunications carriers, Internet
service providers and companies involved in the transmission, storage,
retrieval, hosting, formatting or translation of third-party communications
where these companies do not select or alter the third-party material. On
February 1, 1999, a federal district court in Pennsylvania entered a
preliminary injunction preventing enforcement of the harmful-to-minors
portion of the act. The provisions of the act relating to obscenity,
however, remain in effect. We cannot predict the ultimate outcome or effect
of this litigation or the effect that the Child Online Protection Act may
have on our business.

     The U.S. Department of Justice and some state Attorneys General have
intensified their efforts in taking action against businesses that operate
Internet gambling activities. In the last Congress, the Senate passed the
Internet Gambling Prohibition Act, which, if enacted, would have prohibited
placing or receiving a bet via the Internet in any state. A similar bill
has been introduced in the current Congress. We cannot predict whether
similar legislation will be enacted in the current Congress. Even in the
absence of new legislation directed specifically at Internet-based
gambling, existing federal and state statutes generally criminalize these
activities. During 1998, online gambling advertisers accounted for under
ten percent of our advertising revenues. The enactment of any legislation
in the United States or abroad that limits or prevents businesses from
operating online gambling would likely have an adverse effect on our
advertising revenue.

     Some states, including New York and California, have enacted laws or
adopted regulations that expressly or as a matter of judicial
interpretation apply various consumer fraud and false advertising
requirements to parties who conduct business over the Internet. The
constitutionality and the enforceability of some of these statutes is
unclear at this time. For example, in 1997, a federal district court held
that a Georgia criminal statute violated the Constitution when it
prohibited Internet transmissions that falsely identify the sender or use
trade names or logos that would falsely state or imply that the sender was
legally authorized to use them.

     Internet Privacy. In October 1998, the Children's Online Privacy
Protection Act was signed into law, which directs the FTC to develop
regulations for the collection of data from children by commercial web site
operators. Separately, the Federal Trade Commission Act prohibits unfair
and deceptive practices in and affecting commerce. The FTC Act authorizes
the FTC to seek injunctive and other relief for violations of the FTC Act,
and provides a basis for government enforcement of fair information
practices. For instance, failure to comply with a stated privacy policy may
constitute a deceptive practice in some circumstances and the FTC would
have authority to pursue the remedies available under the Act for any
violations. Furthermore, in some circumstances, information practices may
be inherently deceptive or unfair, regardless of whether the entity has
publicly adopted any privacy policies.

     Some industry groups have proposed, or are in the process of
proposing, various voluntary standards regarding the treatment of data
collected over the Internet. In order to improve user and member confidence
in our privacy policies, we may incur expenses in obtaining the endorsement
of industry groups or in altering our current policies to comply with these
standards. We cannot assure you that the adoption of voluntary standards
will preclude any legislative or administrative body from taking
governmental action regarding Internet privacy.

     In June 1998, the FTC released a report analyzing the effectiveness of
self-regulation as a means of protecting consumer privacy on the Internet.
The report concluded that industry self-regulation had not been adequate.
The report listed four core information practices that the FTC believes
must be part of any privacy protection effort: notice, choice, access and
security. The FTC has indicated that in the absence of effective
self-regulation, it may support federal legislation to address consumer
privacy concerns. We cannot assure you that the FTC's actions in this area
will not adversely affect our ability to collect demographic and personal
information from members, which could have an adverse affect on our ability
to attract advertisers. This could have a material adverse effect on us.

     The FTC has begun investigations into the privacy practices of
companies that collect information on the Internet. For example, on August
13, 1998, the FTC announced that it had entered into a proposed consent
order with one of our competitors. In its complaint, the FTC alleged that
this competitor engaged in three deceptive practices. First, the FTC
alleged that the company falsely represented that the personal identifying
information it collects through its membership application form is used
only to provide members the specific offers and products or services they
request. Second, the FTC alleged that the competitor falsely represented
that the "optional information" it collects through the application form is
not disclosed to third parties without the member's permission. Third, the
FTC alleged that the competitor had falsely represented that it collected
and maintained the information provided by children who joined various
neighborhoods on its site, when in fact the undisclosed third parties
actually collected and maintained the information. Without admitting that
these allegations are correct, the competitor agreed in a consent order
made final by the FTC on February 12, 1999, among other things, to post a
clear and prominent privacy statement on its home page and each location
where information is collected, disclosing the information collected, the
purpose to which the information would be used, the persons to whom the
information would be released, and the methods by which subscribers could
access and remove the information. The competitor also agreed to obtain
express parental consent before collecting information from children 12 and
under and to notify individuals from whom it previously collected personal
information and offer them the opportunity to have that information
deleted. Finally, the competitor agreed to post, for five years, a clear
and prominent hyperlink within its privacy statement directing visitors to
the FTC's site to view educational material on privacy. The final order
also contained an additional provision added during the public comment
period, permitting the competitor to collect or use personal information
from children to the extent permitted by the Children's Online Privacy
Protection Act or by regulations or guides issued under that act.

     We are continuing to review our practices in light of the recent FTC
activity and the enactment of the Children's Online Privacy Protection Act.
However, we cannot predict the exact form of the regulations that the FTC
may adopt. Accordingly, we cannot assure you that our current practices
will comply with the regulatory scheme which the FTC ultimately adopts or
that we will not have to make significant changes to comply with such laws.

     We include statements about user privacy in our user agreement with
new members. The current user agreement states that our members should not
have an expectation of privacy in their accounts and that the government or
third parties may force us to disclose member e-mail under some
circumstances, or that third parties may unlawfully intercept private
communications. Additionally, the user agreement states that we may make
our database of user information available to other parties for promotions
of and solicitations for their goods or services. In the user agreement,
each member expressly consents to disclosure of personally identifiable
information. We also inform each member that he or she has the ability to
remove their personal information or update selected personal information
from the information made available to third parties.

     Regardless of the user agreement, we could be required under several
privacy statutes and regulations, including the Electronic Communications
Privacy Act of 1986, to disclose information about users in a variety of
contexts including pursuant to a subpoena or court order.

     At the international level, the European Union adopted a directive
that requires EU member countries to impose restrictions on the collection
and use of personal data, effective October 25, 1998. Among other
provisions, the directive generally requires member countries to prevent
the transfer of personally-identifiable data to countries that do not offer
equivalent privacy protections. At present, the EU has indicated that the
United States does not provide protections equivalent to that of the
directive. The directive could, among other things, affect United States
companies that collect information over the Internet from individuals in EU
member countries, and may impose restrictions that are more stringent than
current Internet privacy standards in the United States. In response to the
directive, on November 4, 1998, the U.S. Department of Commerce published
for comment a set of safe harbor principles regarding privacy protection
for personally identifiable data. The Commerce Department proposed that
organizations that come within the safe harbor would be presumed to
maintain an adequate level of privacy protection and could continue to
receive personal data transfers from EU member countries. The draft safe
harbor provides for:

     o    notice regarding the organization's intended use of personal
          data,

     o    the opportunity for an individual to choose how the organization
          or a third party will use personal information,

     o    requirements regarding the security and integrity of personal
          data and access by an individual to data regarding that
          individual, and

     o    mechanisms for ensuring an organization's compliance with the
          privacy principles.

The Commerce Department and the EU are engaged in ongoing discussions about
the application of the directive to United States companies. The Commerce
Department has indicated that it hopes to complete an agreement with the EU
by June 21, 1999. We cannot assure you that this directive will not
materially adversely affect our business.

     Any additional legislation or regulations relating to consumer privacy
or the application or interpretation of existing laws and regulations could
affect the way in which we are allowed to conduct our business, especially
those aspects that contemplate the collection or use of our members'
personal information.

     Internet Taxation. Governments at the federal, state and local level,
and some foreign governments, have made a number of proposals that would
impose additional taxes on the sale of goods and services and various other
Internet activities. In 1998, the federal Internet Tax Freedom Act was
signed into law, placing a three-year moratorium on state and local taxes
on Internet access and on multiple or discriminatory taxes on electronic
commerce. However, this moratorium exempts existing state or local laws.
The statute also creates a commission to study several Internet taxation
issues. We cannot assure you that future laws imposing taxes or other
regulations on Internet commerce would not substantially impair the growth
of Internet commerce and as a result materially adversely affect our
business.

     The Clinton Administration has stated that the United States will
advocate in the World Trade Organization and other appropriate
international organizations that the Internet be declared a tariff-free
environment whenever it is used to deliver products and services. In
addition, the Clinton Administration has stated that the government should
impose no new taxes on Internet commerce, but rather that taxation should
be consistent with established principles of international taxation, should
avoid inconsistent national tax jurisdictions and double taxation and
should be simple to administer and easy to understand. However, we cannot
assure you that foreign countries will not seek to tax Internet
transactions.

     Access Charges. Several telecommunications carriers are supporting
regulation of the Internet by the FCC in the same manner that the FCC
regulates other telecommunications services. These carriers have alleged
that the growing popularity and use of the Internet has burdened the
existing telecommunications infrastructure, resulting in interruptions in
phone service. Incumbent local exchange telephone carriers have in the past
petitioned the FCC to regulate Internet service providers in a manner
similar to long-distance telephone carriers and to impose interstate access
charges on Internet service providers. In May 1997, however, the FCC
confirmed that Internet service providers will continue to be exempt from
interstate access charges. In August 1998, the Eighth Circuit Court of
Appeals upheld the FCC's authority to maintain the exemption. On February
25, 1999, the FCC adopted an order concerning payment by incumbent local
exchange carriers of reciprocal compensation for dial-up calls to Internet
service providers that obtain their local telephone service from
competitive local exchange carriers. The FCC found that Internet traffic is
largely interstate, and therefore subject to the FCC's jurisdiction,
because end user calls to Internet service providers do not terminate at
the Internet service providers' servers, but continue to Internet locations
that often are outside the state or country in which the call originates.
Although the FCC stated that the order does not require Internet service
providers to pay access charges for calls placed through their services,
the order does provide further support for a possible, ultimate finding
that access charges must be paid for at least some categories of Internet
services, such as Internet-based voice telephony. If the FCC were to
withdraw the exemption or take other action responding to
telecommunications carrier concerns, the costs of communicating through the
Internet could increase substantially, potentially slowing the growth in
Internet use. This could decrease demand for our services or increase our
cost of doing business.

     Liability for Information Retrieved from or Transmitted over the
Internet. Materials may be downloaded and publicly distributed over the
Internet by the Internet services operated or facilitated by us or by the
Internet access providers with which we have relationships. These
third-party activities could result in potential claims against us for
defamation, negligence, copyright or trademark infringement or other claims
based on the nature and content of these materials. The Communications
Decency Act of 1996 provides that no provider or user of an interactive
computer service shall be treated as the publisher or speaker of any
information provided by another information content provider.

     Future legislation or regulations or court decisions may hold us
liable for listings accessible through our web site, for content and
materials posted by members on their respective personal web pages, for
hyperlinks from or to the personal web pages of members, or through content
and materials posted in our chat rooms or bulletin boards. Liability might
arise from claims alleging that, by directly or indirectly providing
hyperlinks to web sites operated by third parties or by providing hosting
services for members' sites, we are liable for copyright or trademark
infringement or other wrongful actions by these third parties. If any
material on our web site contains informational errors, someone might sue
us for losses incurred in reliance on the erroneous information. We attempt
to reduce our exposure to potential liability through, among other things,
provisions in member agreements, user policies, insurance and disclaimers.
However, the enforceability and effectiveness of these measures are
uncertain.

     In October 1998, the Digital Millennium Copyright Act, whose Title II
contains the Internet Copyright Infringement Liability Clarification Act,
was signed into law. This statute provides that, under some circumstances,
a service provider would not be liable for any monetary relief, and would
be subject to limited injunctive relief, for claims of infringement, based
on copyright materials transmitted by users over its digital communications
network or stored on its systems or under the control of or connected to
its systems. This statute also provides that, under some circumstances, a
service provider would not be liable for any claim if the service provider
acted in good faith to remove access to the infringing material. With
respect to infringement caused by storing material on a system or network,
in order to benefit from the protections of the act, a service provider
must appoint a designated agent to receive notifications of claimed
infringement and must provide information about that agent to the U.S.
Copyright Office and to the public in a publicly accessible place on the
service. We have appointed a designated agent, have provided that
information to the Copyright Office, and made it available to the public on
our site.

     A third party provides our e-mail service. This relationship exposes
us to potential claims, including claims resulting from unsolicited e-mail
or "spamming," lost or misdirected messages, illegal or fraudulent use of
e-mail or interruptions or delays in e-mail service. Some states have
adopted laws that address spamming. Other states, including New York, are
considering, or have considered, similar legislation. For example,
California has adopted a law permitting electronic mail service providers
to sue parties who initiate unsolicited commercial messages in violation of
its e-mail policy, if the initiator has notice of that policy. California
also requires unsolicited e-mail advertisements to include opt-out
instructions with a toll-free telephone number or a valid return address in
the e-mail and requires senders of unsolicited e-mail advertisements to
honor opt-out requests. California also imposes criminal penalties on
parties who knowingly use Internet domain name of another party to send one
or more messages where such messages damage or cause damage to a computer,
computer system, or computer network. Similarly, the Virginia legislature
has passed, and the governor is considering signing a bill that, if
adopted, would make it a crime to send unsolicited bulk e-mail containing
false message headers or to sell software designed to do so and would
impose civil penalties for injuries caused by unsolicited bulk e-mail.
Washington has adopted a law that allows recipients of unsolicited e-mail
containing false headers and misleading subject lines to bring lawsuits
seeking damages of up to $500.00 for unsolicited commercial e-mail
messages. Potential liability for information disseminated through our
systems could lead us to implement measures to reduce our exposure to
liability. This could require the expenditure of substantial resources and
limit the attractiveness of our services. We attempt to reduce our exposure
to potential liability through, among other things, provisions in member
agreements, user policies and disclaimers. However, the enforceability and
effectiveness of these measures are uncertain.

     We sell products directly to consumers and we also enter into
agreements with commerce partners and sponsors under which we are entitled
to receive a share of the revenue from the purchase of goods and services
through direct links from our site. These arrangements may expose us to
additional legal risks, including potential liabilities to consumers by
virtue of our involvement in providing access to these products or
services, even if we do not ourselves provide these products or services.
Our agreements with these parties often provide that these parties will
indemnify us against liabilities. However, we cannot assure you that this
indemnification will be enforceable or adequate. Although we carry general
liability insurance, our insurance may not cover all potential claims or
liabilities to which we are exposed. Any imposition of liability that is
not covered by insurance could have a material adverse effect on our
business.

     The increased attention on liability issues relating to information
retrieved or transmitted over the Internet and legislative and
administrative proposals in this area could decrease the growth of Internet
use. This could decrease the demand for our services. We may also incur
significant costs in investigating and defending against these claims.

     Domain Names. Domain names are the user's Internet addresses. Domain
names have been the subject of significant trademark litigation in the
United States. We have registered the domain names "theglobe.com,"
"shop.theglobe.com," "tglo.com" and "azazz.com." We cannot assure you that
third parties will not bring claims for infringement against us for the use
of these names. Moreover, because domain names derive value from the
individual's ability to remember the names, we cannot assure you that our
domain names will not lose their value if, for example, users begin to rely
on mechanisms other than domain names to access online resources.

     The current system for registering, allocating and managing domain
names has been the subject of litigation and proposed regulatory reform. We
cannot assure you that our domain names will not lose their value, or that
we will not have to obtain entirely new domain names in addition to or in
place of our current domain names.

     Jurisdiction. Our facilities are located primarily in New York.
However, due to the global reach of the Internet it is possible that the
governments of other states and foreign countries might attempt to regulate
Internet activity and our transmissions. They may take action against us
for violations of their laws. We cannot assure you that violations of these
laws will not be alleged or charged by state or foreign governments and
that these laws will not be modified, or new laws enacted, in the future.
Any actions of this type could have a material adverse effect on our
business.


EMPLOYEES

     As of December 31, 1998, we had approximately 120 full-time employees,
including approximately 25 in sales and marketing, 55 in production, 30 in
finance and administration and 10 in technology. Our future success
depends, in part, on our ability to continue to attract, retain and
motivate highly qualified technical and management personnel. Competition
for these persons is intense. From time to time, we also employ independent
contractors to support our research and development, marketing, sales and
support and administrative organizations. Our employees are not represented
by any collective bargaining unit and we have never experienced a work
stoppage. We believe that our relations with our employees are good.

ITEM 2.   PROPERTIES

     Our headquarters are located in a leased facility in New York City and
consist of approximately 20,000 square feet of office space, a majority of
which is under a lease with approximately six months remaining. Our
principal web server equipment and operations are maintained by our
personnel at the New York Teleport facility in Staten Island, New York
under a Data Center Space Lease with Telehouse International Corporation of
America for 2,800 square feet of commercial space for a term of three
years. Additional web server equipment relating to our electronic commerce
business is located with and maintained by Exodus Communications, Inc. in
Seattle, Washington. We have also entered into two six-month leases for a
total of 3,943 square feet of office space in New York City. We intend to
relocate our headquarters in the second quarter of 1999 to a larger
facility and have entered into a fifteen-year lease for approximately
47,000 square feet of commercial space in New York City for this purpose.
We lease approximately 1,200 square feet of office space in San Francisco
for our West Coast sales office. In connection with our acquisition of
Azazz, we assumed a month-to-month lease for approximately 4,000 square
feet of office space in Kirkland, Washington. We believe that additional
commercial space will be available for lease at market rates.

ITEM 3.   LEGAL PROCEEDINGS

     From time to time we are named in claims arising in the ordinary
course of business. Currently, no legal proceedings or claims are pending
against or involve us that, in the opinion of management, could reasonably
be expected to have a material adverse effect on us.

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

     No matters were submitted for a vote of our stockholders during the
fourth quarter of the year ended December 31, 1998.




                                  PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS


MARKET INFORMATION

     Our common stock trades on the Nasdaq National Market under the Symbol
"TGLO". The following table sets forth the range of high and low closing
sales prices of our common stock for the period indicated:

          Fiscal Quarter Ended                     High       Low
          --------------------------------        -------   -------
          December 31, 1998
            (commencing November 13, 1998)        $63.500   $27.438

     The market price of our common stock is highly volatile and fluctuates
in response to a wide variety of factors. See "Risk Factors--Our stock
price is volatile."

HOLDERS

     On March 10, 1999, we had approximately 146 holders of record of
common stock. This does not reflect persons or entities who hold their
stock in nominee or "street" name through various brokerage firms.


DIVIDENDS

     We have not paid any cash dividends on our common stock. We expect to
invest any future earnings to finance growth, and therefore do not intend
to pay dividends in the foreseeable future. Our board of directors will
determine if we pay any future dividends.


USE OF PROCEEDS

     From October 1, 1998 to December 31, 1998, we have used an aggregate
of $4,064,887 which included net proceeds from our initial public offering
for investments in our web site, including enhancements to our server and
networking infrastructure and the functionality of our web site, and for
general corporate purposes, including working capital, expansion of our
sales and marketing capabilities and brand-name promotions. We have also
used a portion of the remainder of such net proceeds for acquisitions of
complementary businesses, services and technology.


RECENT SALES OF UNREGISTERED SECURITIES

     During the period from October 1, 1998 through December 31, 1998, we
granted an aggregate of 43,250 options to purchase common stock to our
officers, directors and employees under our 1998 Stock Option Plan. These
options had a weighted average exercise price equal to $19.92 per share of
common stock. All of these option grants were made under the exemption from
the registration requirements of Rule 701 of the Securities Act of 1933.

ITEM 6.   SELECTED FINANCIAL DATA

     The following selected financial data should be read in conjunction
with the financial statements and the notes thereto and the information
contained in Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

<TABLE>
<CAPTION>
                                                                              (INCEPTION)
                                                                                THROUGH
                                                   YEAR ENDED DECEMBER 31,    DECEMBER 31,
                                             -------------------------------- -----------
                                                1998        1997       1996      1995
                                             ---------- ---------- ---------- ----------
                                             (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                               <C>         <C>         <C>       <C>
STATEMENT OF OPERATIONS DATA:
Revenues...............................      $    5,510    $   770   $    229   $      27
Cost of revenues.......................           2,239        423        116          13
                                             ---------- ---------- ---------- -----------
Gross profit...........................           3,271        347        113          14
Operating expenses:
  Sales and marketing..................           9,299      1,248        276           1
  Product development..................           2,633        154        120          60
  General and administrative...........           6,828      2,828        489          19
Non-recurring charge...................           1,370         --         --          --
                                             ---------- ---------- ---------- -----------
Total Operating Expenses...............          20,130      4,230        885          80
                                             ---------- ---------- ---------- -----------
Loss from operations...................         (16,859)    (3,883)      (772)        (66)
                                             ---------- ---------- ---------- -----------
Interest income (expense),  net........             892        335         22          --
                                             ---------- ---------- ---------- -----------
Loss before provision for income taxes.         (15,967)    (3,548)      (750)        (66)
                                             ---------- ---------- ---------- -----------
Provision for income taxes.............              79         36         --          --
                                             ---------- ---------- ---------- -----------
Net loss...............................      $  (16,046)  $ (3,584)  $   (750)  $     (66)
                                             ========== ========== ========== ===========
Basic and diluted net loss per share (1)     $    (6.74)  $  (3.13)   $ (0.67)  $   (0.06)
                                             ========== ========== ========== ===========

Weighted average shares outstanding
  used in basic and diluted per share
  calculation (1)......................       2,381,140  1,146,773  1,125,000   1,125,000
                                             ========== ========== ========== ===========


                                                                DECEMBER 31,
                                             ---------------------------------------------
                                                1998        1997        1996       1995
                                             ---------- ---------- ---------- -----------
<S>                                               <C>         <C>         <C>       <C>
BALANCE SHEET DATA:
Cash and cash  equivalents and short-        
  term investments.....................        $ 30,149   $ 18,874   $    757    $    587
Working capital........................          27,009     17,117        648         575
Total assets...........................          38,130     19,462        973         647
Capital lease obligations, excluding
  current installments.................           2,006         99         --          --
Total stockholders' equity.............          30,301     17,352        795         632



<FN>

(1)  Weighted average shares do not include any common stock
     equivalents because the inclusion of those common stock equivalents
     would have been anti-dilutive. See the financial statements and notes
     appearing elsewhere in this Form 10-K for the determination of shares
     used in computing basic and diluted loss per share.
</FN>
</TABLE>


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

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


OVERVIEW

     Our web site is one of the world's leading online communities with
nearly 2.3 million members in the United States and abroad. In December
1998, over 9.3 million unique users visited our site. Our web site is a
destination on the Internet where users are able to personalize their
online experience by publishing their own content and interacting with
others having similar interests. We facilitate this interaction by
providing various free services, including home page building, discussion
forums, chat rooms, e-mail and electronic commerce. Additionally, we
provide our users with news, business information, real time stock quotes,
weather, movie and music reviews, multi-player gaming and personals. By
satisfying our users' personal and practical needs, we seek to become our
users' online home. Our primary revenue source is the sale of advertising,
with additional revenues generated through electronic commerce
arrangements, development fees and the sale of membership service fees for
enhanced services.

     We were incorporated in May 1995. For the period from inception
through December 1995, we had minimal sales and our operating activities
related primarily to the development of the necessary computer
infrastructure and initial planning and development. Operating expenses in
1995 were minimal. During 1996, we continued the foregoing activities and
also focused on recruiting personnel, raising capital and developing
programs to attract and retain members. In 1997, we

     o    moved our headquarters to New York City;

     o    expanded our membership base from less than 250,000 to almost 1
          million;

     o    improved and upgraded our services;

     o    expanded our production staff;

     o    built an internal sales department; and

     o    began active promotion of theglobe.com web site to increase
          market awareness.

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

     To date, our revenues have been derived principally from the sale of
advertisements and sponsorship placements within our site and, to a lesser
extent, from subscription and electronic commerce revenues. Electronic
commerce revenues have not been significant to date, but are expected to
increase with the acquisition of Azazz, and as our existing electronic
commerce arrangements grow and new arrangements are entered into.
Advertising revenues constituted 89%, 77% and 95% of total revenues for the
years ended December 31, 1998, 1997 and 1996. We sell a variety of
advertising packages to clients, including banner advertisements, event
sponsorship, and targeted and direct response advertisements. Our
advertising revenues are derived principally from short-term advertising
arrangements. These arrangements average one to three months. We generally
guarantee a minimum number of impressions for a fixed fee. Advertising
revenues are recognized ratably in the period in which the advertisement is
displayed, if no significant company obligations remain and collection of
the resulting receivable is probable. Payments received from advertisers
before displaying their advertisements on our web site are recorded as
deferred revenues and are recognized as revenue ratably when the
advertisement is displayed. To the extent minimum guaranteed impression
levels are not met, we defer recognition of the corresponding revenues
until guaranteed levels are achieved.

     In addition to advertising revenues, we derive other revenues
primarily from our membership service fees, electronic commerce revenue,
development fees and sponsorship placements within our site. Subscription
fees are recognized over the membership term. A number of recent
arrangements with our premier electronic commerce partners provide us with
a share of any sales resulting from direct links from the our web site. We
recognize revenues from our share of the proceeds from our electronic
commerce partners' sales upon notification from our partners of sales
attributable to our web site. To date, revenues from electronic commerce
arrangements have not been significant. In addition, in 1999 we began
direct electronic commerce sales to users. We also earn additional revenue
on sponsorship contracts for fees relating to the design, coordination, and
integration of the customer's content and links. We recognize these
development fees as revenue once the related activities have been
performed.

     We incurred net losses of approximately $16.0 million in 1998, $3.6
million in 1997 and $750,200 in 1996. At December 31, 1998, we had an
accumulated deficit of $20.4 million. We recorded deferred compensation of
approximately $118,100 in 1998, $83,100 in 1997 and $25,000 in 1996 in
connection with the grant of various stock options to employees,
representing the difference between the deemed value of our common stock
for accounting purposes and the exercise price of the options at the date
of grant. This amount is presented as a reduction of stockholders' equity
and is being amortized over the vesting period of the applicable options,
generally three to five years. Amortization of deferred stock compensation
is allocated to the general and administrative expense line identified on
the statement of operations consistent with the classification of the
related personnel.

     In addition, we incurred a charge of approximately $1.4 million to
earnings in the third quarter of 1998 in connection with the transfer of
warrants to acquire 225,000 shares of common stock by Dancing Bear
Investments, Inc., which was our principal shareholder at the date of
transfer, to some of our officers at approximately $2.91 per share. The
amount of this non-cash charge was based on the difference between the fair
market value of our stock at the date of transfer ($9.00 per share) and the
exercise price of the warrant of approximately $2.91 per share. This
expense was classified separately in the statement of operations as a
non-recurring charge.


RESULTS OF OPERATIONS

     Revenues. Revenues increased to approximately $5.5 million in 1998 as
compared to $770,300 in 1997 and $229,400 in 1996. The year to year growth
resulted from an increase in (1) the number of advertisers and the average
commitment per advertiser, (2) our web site traffic, (3) the number of our
sales people and (4) marketing and advertising expenditures. Advertising
revenues were approximately $4.9 million or 89% of total revenues in 1998,
$592,400 or 77% of total revenues in 1997 and $216,800 or 95% of total
revenues in 1996. In 1998, we significantly increased our sales force and
began a marketing campaign to promote theglobe.com web site. We anticipate
that advertising revenues will continue to account for a substantial share
of our total revenues for the foreseeable future. Other revenues were
derived from membership service fees, development fees, electronic commerce
revenue shares and sponsorship placements within our web site. At December
31, 1998, we had deferred revenues of approximately $673,600. Barter
revenues were approximately 2% of total revenues for 1998, 22% for 1997 and
0% for 1996.

     Cost of Revenues. Cost of revenues consist primarily of Internet
connection charges, web site equipment leasing costs, depreciation,
maintenance, barter advertising expenses, staff costs and related expenses
of operations personnel. Gross margins were 59% in 1998, 45% in 1997 and
49% in 1996. The increase in gross margin was primarily due to an increase
in revenues relative to the increase in cost of revenues. The absolute
dollar increase in cost of revenues was due to an increase in Internet
connection costs to support the increase in web site traffic, as well as an
increase in equipment costs, depreciation and staff costs required to
support the expansion of our site and services. In addition, we recorded
barter advertising expenses during 1998 and 1997, which was equivalent to
the barter advertising revenues recorded in the same period. The gross
margins exclusive of the barter transactions were 60% in 1998 and 57% in
1997. In 1996, we did not enter into any barter transactions. During the
fourth quarter of 1998, we moved our web site hosting functions to a
separate facility in Staten Island, New York. The new facility will allow
us to support our expanded services and content.

     Sales and Marketing Expenses. Sales and marketing expenses consist
primarily of salaries and related expenses of sales and marketing
personnel, commissions, advertising and public relations expenses. Sales
and marketing expenses were approximately $9.3 million or 169% of total
revenues in 1998, $1.2 million or 162% of total revenues in 1997, and
$275,900 or 120% of total revenues in 1996. The year-to-year increase in
sales and marketing expenses was primarily attributable to expansion of our
online and print advertising, public relations and other promotional
expenditures, as well as increased sales and marketing personnel and
related expenses required to implement our marketing strategy. Sales and
marketing expenses also increased as a result of our decision to shift our
advertising to an internal sales department in the second quarter of 1997.

     Product Development Expenses. Product development expenses include
professional fees, staff costs and related expenses associated with the
development, testing and upgrades to our web site as well as expenses
related to its editorial content and community management and support.
Product development expenses were approximately $2.6 million or 48% of
total revenues in 1998, $153,700 or 20% of total revenues in 1997, and
$120,000 or 52% of total revenues in 1996. The increase in absolute dollars
in product development expenses was primarily attributable to increased
staffing levels required to support our web site and to enhance its content
and features. Product development expenses also increased as a result of
the launch of our web site redesign in November 1998. We intend to continue
recruiting and hiring experienced product development personnel and to make
additional investments in product development.

     General and Administrative Expenses. General and administrative
expenses consist primarily of salaries and related costs for general
corporate functions, including finance, human resources, facilities and
legal, along with professional fees and bad debt expense and other
corporate expenses. General and administrative expenses were approximately
$6.8 million or 124% of total revenues in 1998, $2.8 million or 367% of
total revenues in 1997, and $489,100 or 213% of total revenues in 1996. The
absolute dollar increase in these expenses was primarily due to increased
salaries and related expenses associated with our management's employment
contracts, hiring of additional personnel, and increases in professional
fees and travel. The increased salaries also reflect the highly competitive
nature of hiring in the new media industry. We expect that we will incur
additional general and administrative expenses as we hire additional
personnel and incur additional costs related to the growth of our business
and operation as a public company, including directors' and officers'
liability insurance, investor relations programs and professional service
fees. Accordingly, we anticipate that general and administrative expenses
will continue to increase in absolute dollars.

     Non-recurring charges. We recorded a non-recurring, non-cash charge of
approximately $1.4 million in the third quarter of 1998. This charge was in
connection with the transfer of outstanding warrants to acquire 225,000
shares of common stock by Dancing Bear Investments, which was our principal
shareholder at the time of the transfer, to some of our officers. There was
no similar charge in 1997 or 1996.

     Other Income (expense). Other income (expense) includes interest
income from our cash and investments, interest expenses related to our
capital lease obligations, and realized gains and losses from sale of
short-term investments. The year-to-year increase in interest and dividend
income was due to a higher average cash, cash equivalent and investment
balance as a result of the proceeds received from the issuance of shares of
our preferred stock in the third quarter of 1997, and the issuance of
common stock in connection with our initial public offering in November
1998.

     Interest and other expense increased in 1998 due to new capital lease
obligations. We entered into our first capital lease in late December 1997.
As a result, interest expense from capital lease obligations did not begin
until 1998.

     Income Taxes. Income taxes were approximately $78,900 in 1998, $36,100
in 1997 and -0- in 1996. These income taxes were based solely on state and
local taxes on business and investment capital. These taxes increased from
year to year due to an increase in our average equity balance. The average
equity balance increased as a result of the proceeds received from our
issuance of shares of preferred stock in the third quarter of 1997, and our
issuance of common stock in connection with our initial public offering in
November 1998. Our effective tax rate differs from the statutory federal
income tax rate, primarily as a result of the uncertainty regarding our
ability to utilize net operating loss carryforwards. Due to the uncertainty
surrounding the timing or realization of the benefits of our net operating
loss carryforwards in future tax returns, we have placed a 100% valuation
allowance against our deferred tax assets. As of December 31, 1998, we had
approximately $29.2 million of federal and state net operating loss
carryforwards for tax reporting purposes available to offset future taxable
income. Our federal net operating loss carryforwards will expire beginning
in 2001 through 2018, if not utilized. The Tax Reform Act of 1986 imposes
substantial restrictions on the utilization of net operating losses and tax
credits in the event of an "ownership change" of a corporation. Due to the
change in our ownership interests in the third quarter of 1997, as defined
in the Internal Revenue Code, future utilization of our net operating loss
carryforwards will be affected by limitations or annual restrictions.


LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 1998, we had approximately $29.3 million in cash
and cash equivalents and approximately $898,500 in marketable securities.
Net cash used in operating activities was approximately $13.5 million in
1998, $1.9 million in 1997 and $601,600 in 1996. The increase in net cash
used in 1998 resulted primarily from an increase in our expenses which
resulted in increased net operating losses. In addition we had a higher
level of receivables due to increased revenues and an increase in prepaid
expenses. These items were partially offset by an increase in accounts
payable and deferred revenues. The 1997 increase in net cash used was
primarily due to an increase in net operating loss and a higher account
receivable balance. These items were partially offset by the timing of
payments associated with our 1997 accrued bonuses paid in the first quarter
of 1998, as well as an increase in accounts payable and accrued expenses.

     Net cash provided (used) in investing activities was approximately
$9.6 million in 1998, $(13.2) million in 1997 and $(138,300) in 1996. Net
cash provided by investing activities in 1998 was primarily related to the
sales of short-term investments to finance our working capital needs. These
sales were partially offset by approximately $1.7 million in security
deposits required for capital leases and the purchase of property and
equipment in connection with the build out of our infrastructure. Net cash
used in investing activities in 1997 was primarily related to the purchase
of securities with the proceeds from our private placement in the third
quarter of 1997. Cash used in investing activities in 1996 was related to
the purchase of property and equipment.

     Net cash provided by financing activities was approximately $27.2
million in 1998, $20.2 million in 1997 and $910,000 in 1996. Net cash
provided by financing activities during 1998 consisted primarily of $27.3
million from the issuance of 3,481,667 shares of common stock in connection
with our initial public offering in November 1998. The net cash provided by
financing activities in 1997 consisted primarily of approximately $20.3
million from preferred stock issuances. These amounts were partially offset
by approximately $130,500 in financing costs related to the private
placements. The approximately $910,000 of net cash provided in 1996 was
from our private placements of preferred stock.

     On February 1, 1999, we purchased factorymall.com, inc., a leading
interactive department store. We expect to invest an aggregate of up to
approximately $3.8 million of working capital in 1999 to support the future
operations of factorymall.com, inc.

     Our capital requirements depend on numerous factors, including market
acceptance of our services, the amount of resources we devote to
investments in our web site, the resources we devote to marketing and
selling our services and our brand promotions and other factors. We have
experienced a substantial increase in our capital expenditures and lease
arrangements since our inception consistent with the growth in our
operations and staffing, and we anticipate that this will continue for the
foreseeable future. Additionally, we will continue to evaluate possible
investments in businesses, products and technologies, and we plan to expand
our sales force. We believe that our current cash and cash equivalents,
which primarily resulted from our initial public offering, together with
cash flows will be sufficient to meet our anticipated cash needs for
working capital and capital expenditures for our existing business for at
least 12 months. However, we may need to raise additional funds during 1999
to obtain or operate any acquired businesses or joint venture arrangements.
See "Risk Factors -- We may need to raise additional funds, including
through the issuance of debt."


IMPACT OF THE YEAR 2000

     The Year 2000 issue is the potential for system and processing
failures of date-related data and the result of computer-controlled systems
using two digits rather than four to define the applicable year. For
example, computer programs that have time-sensitive software may recognize
a date using "00" as the year 1900 rather than the Year 2000. This could
result in system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices or engage in similar normal business
activities.

     State of Readiness. We may be affected by Year 2000 issues related to
non-compliant information technology systems or non-information technology
systems operated by us or by third parties. We have substantially completed
an assessment of our internal and external third-party information
technology systems and non-information technology systems and a test of the
information technology systems that support our web site. At this point in
our assessment and testing, we are not aware of any Year 2000 problems
relating to systems we or third parties operate that would have a material
effect on our business or financial condition, without taking into account
our efforts to avoid these problems. However, we cannot assure you that
there will be no Year 2000 problems

     Our information technology systems consist of software developed
either in-house or purchased from third parties, and hardware purchased
from vendors. We have contacted our principal vendors of hardware and
software. All of those contacted vendors have notified us that the hardware
and software that they supplied to us is Year 2000 compliant.

     We have also substantially completed an assessment of our
non-information technology systems which we have identified as possibly
having Year 2000 issues. At this point in our assessment, we are not aware
of any Year 2000 problems relating to these systems which would have a
material effect on our business or financial condition, without taking into
account our efforts to avoid these problems.

     Our information technology systems and other business resources rely
on information technology systems and non-information technology systems
provided by service providers and therefore may be vulnerable to those
service providers' failure to remediate their own Year 2000 issues. These
service providers include those for our network and e-mail services and
landlords for our leased office spaces. We have contacted these principal
service providers and we have been notified that the information technology
and non-information technology systems which they provide to us are Year
2000 compliant.

     Cost. Based on our assessment to date, we do not anticipate that costs
associated with remediating our non-compliant systems will be material.

     Risks. To the extent that our assessment is finalized without
identifying any material non-compliant information technology or
non-information technology systems operated by us or by third parties, the
most reasonably likely worst case Year 2000 scenario is the failure of one
or more of our vendors of hardware or software or one or more providers of
non-information technology systems to properly identify any Year 2000
compliance issues and remediate any issues before the end of the second
quarter of 1999. A failure could prevent us from operating our business,
prevent users from accessing our web site or change the behavior of
advertising customers or persons accessing our web site. We believe that
the primary business risks, in the event of a failure, would include but
not be limited to:

     o    lost advertising revenues,

     o    increased operating costs,

     o    loss of customers or persons accessing our web site,

     o    other business interruptions of a material nature, and

     o    claims of mismanagement, misrepresentation, or breach of
          contract.

     Contingency Plan. As discussed above, we are engaged in an ongoing
Year 2000 assessment and testing. Following the completion of the
assessment, we plan to conduct a full-scale Year 2000 simulation of our
information technology systems by the end of the second quarter of 1999.
The results of this simulation and our assessment will be taken into
account in determining the nature and extent of any contingency plans.


EFFECTS OF INFLATION

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


IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     We adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income" as of January
1, 1998. SFAS No. 130 requires us to report in our financial statements, in
addition to our net income (loss), comprehensive income (loss), which
includes all changes in equity during a period from non-owner sources
including, as applicable, foreign currency items, minimum pension liability
adjustments and unrealized gains and losses on investments in debt and
equity securities. We adopted SFAS 130 as of December 31, 1997 and have
presented comprehensive income for all periods presented in the Statement
of Shareholders' Equity.

     In June 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 131, "Disclosure About Segments of an Enterprise and Related
Information." SFAS No. 131 establishes standards for the way that public
business enterprises report information about operating segments. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. SFAS No. 131 is effective for fiscal
years beginning after December 15, 1997. We have determined that we do not
have any separately reportable business segments.

     In March 1998, the AICPA issued SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use", which
establishes guidelines for the accounting for the costs of all computer
software developed or obtained for internal use. We adopted SOP 98-1
effective for the year ended December 31, 1998. The adoption of SOP 98-1 is
not expected to have a material impact on our financial statements.

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting
and reporting standards for derivative instruments, including derivative
instruments embedded in other contracts, and for hedging activities. SFAS
No. 133 is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. The statement is not expected to affect us as we do
not have any derivative instruments or hedging activities.

RISK FACTORS

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

OUR LIMITED OPERATING HISTORY MAKES FINANCIAL FORECASTING DIFFICULT.

     theglobe was founded in May 1995. Accordingly, we have a limited
operating history for you to use in evaluating us and our prospects. Our
prospects should be considered in light of the risks encountered by
companies in the early stages of development, particularly companies
operating in new and rapidly evolving markets like the Internet. We may not
successfully address these risks. For example, we may not be able to:

     o    maintain and increase levels of user and member traffic on our
          web site;

     o    maintain and increase the percentage of our advertising inventory
          sold;

     o    adapt to meet changes in our markets and competitive
          developments;

     o    develop or acquire content for our services;

     o    generate electronic commerce-related revenues; and

     o    identify, attract, retain and motivate qualified personnel.

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

     We achieved significant revenue growth in 1998. Our limited operating
history makes prediction of future growth difficult. Accurate predictions
of future growth are also difficult because of the rapid changes in our
markets. Accordingly, investors should not rely on past revenue growth
rates as a prediction of future growth.

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

     To date, we have not been profitable, and we expect that we will
continue to incur net losses for the foreseeable future. We had net losses
of approximately $750,200 for 1996, $3.6 million for 1997, and $16.0
million for 1998. As of December 31, 1998, we had an accumulated deficit of
approximately $20.4 million. The principal causes of our losses are likely
to continue to be:

     o   increased general and administrative expenses;

     o   costs resulting from enhancement of our services;

     o   significant increases in operating expenses in the next several years,
         especially in the areas of sales and marketing;

     o   increased expenses necessary to maintain and develop brand identity;

     o   growth of our sales force;

     o   expansion of our business facilities; and

     o   failure to generate sufficient revenue in light of increased costs.

     We will need to generate  significantly  increased revenues to achieve
profitability,  particularly  if we are  unable to adjust our  expenses  in
light of any  earnings  shortfall.  We cannot  assure you that we will ever
achieve or sustain profitability.

OUR QUARTERLY OPERATING RESULTS FLUCTUATE AND VARY BY SEASON.

     Our quarterly revenues, expenses and operating results have varied
significantly in the past and are likely to vary significantly from quarter
to quarter in the future. As a result, quarter to quarter comparisons of
our revenues and operating results may not be meaningful. In addition, due
to our limited operating history and our new and unproven business model,
we cannot predict our future revenues or results of operations accurately.
It is likely that in one or more future quarters our operating results will
fall below the expectation of securities analysts and investors. If this
happens, the trading price of our common stock would almost certainly be
materially and adversely affected.

     The factors which will cause our quarterly operating results to
fluctuate include:

     o    the level of traffic on our web site;

     o    the overall demand for Internet advertising and electronic
          commerce;

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

     o    usage of the Internet;

     o    seasonal trends in advertising and electronic commerce sales and
          member usage;

     o    capital expenditures and other costs relating to the expansion of
          our operations;

     o    the incurrence of costs relating to acquisitions; and

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

     We derive a substantial portion of our revenues from the sale of
advertising under short-term contracts. These contracts average one to
three months in length. As a result, our quarterly revenues and operating
results are, to a significant extent, dependent on advertising revenues
from contracts entered into within the quarter, and on our ability to
adjust spending in a timely manner to compensate for any unexpected revenue
shortfall. We believe that advertising sales in traditional media, such as
television and radio, generally are lower in the first and third calendar
quarters. If the Internet transitions from an emerging to a more developed
form of media, these same patterns may develop in Internet advertising
sales. Internet advertising expenditures may also develop a different
seasonality pattern. Traffic levels on our site and the Internet have
typically declined during the summer and year-end vacation and holiday
periods.

     In addition to selling advertising, an increasing portion of our
revenues may be generated from electronic commerce through our Azazz
subsidiary. We also have existing electronic commerce arrangements with
third parties for the sale of merchandise on our web site which are
terminable upon short notice. As a result, our revenues from electronic
commerce may fluctuate significantly from period to period depending on the
level of demand for electronic commerce on our site and the continuation of
our electronic commerce arrangements.

WE DEPEND ON OUR MEMBERS FOR CONTENT AND PROMOTION.

     We depend substantially upon member involvement for content and
word-of-mouth promotion. Particularly, we depend upon the voluntary efforts
of some highly motivated members who are most active in developing content
to attract other Internet users to our site. This member involvement
reduces the need for us to spend funds on content development and site
promotion. However, we cannot assure you that these members will continue
to effectively generate significant content or promote our site. Our
business may be materially and adversely affected if our most highly active
members become dissatisfied with our services or our focus on the
commercialization of those services or for any other reason stop generating
content that effectively promotes our site.

OUR BUSINESS MODEL IS NEW AND UNPROVEN.

     Our business model is new and relatively unproven. This model depends
upon our ability to obtain more than one type of revenue source by using
our community platform. To be successful, we must, among other things,
develop and market products and services that achieve broad market
acceptance by our users, advertisers and electronic commerce vendors. We
must also market products directly to users and have users purchase
products through our site. We cannot assure you that any Internet
community, including our site, will achieve broad market acceptance. We
also cannot assure you that our business model will be successful, that it
will sustain revenue growth or that it will be profitable.

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

WE MAY BE UNSUCCESSFUL IN DEVELOPING BRAND AWARENESS; BRAND IDENTITY IS
CRITICAL TO US.

     We believe that establishing and maintaining awareness of
"theglobe.com" brand name is critical to attracting and expanding our
member base, the traffic on our web site and advertising and electronic
commerce relationships. If we fail to promote and maintain our brand or our
brand value is diluted, our business, operating results and financial
condition could be materially adversely affected. The importance of brand
recognition will increase because low barriers to entry continue to result
in an increased number of web sites. To promote our brand, we may be
required to continue to increase our financial commitment to creating and
maintaining brand awareness. We may not generate a corresponding increase
in revenues to justify these costs. Additionally, if members, other
Internet users, advertisers and customers do not perceive our community
experience to be of high quality, or if we introduce new services or enter
into new business ventures that are not favorably received by these
parties, the value of our brand could be diluted.

WE RELY SUBSTANTIALLY ON ADVERTISING REVENUES.

     We derive a substantial portion of our revenues from the sale of
advertisements on our web site. We expect to continue to do so for the
foreseeable future. During 1998, advertising revenues represented 89% of
our net revenues. Our business model and revenues are highly dependent on
the amount of traffic on our site. The level of traffic on our site
determines the amount of advertising inventory we can sell. Our ability to
generate significant advertising revenues depends, in part, on our ability
to create new advertising programs without diluting the perceived value of
our existing programs. Our ability to generate advertising revenues will
also depend, in part, on the following:

     o    advertisers' acceptance of the Internet as an attractive and
          sustainable medium;

     o    advertisers' willingness to pay for advertising on the Internet
          at current rates;

     o    the development of a large base of users of our products and
          services;

     o    our level of traffic;

     o    the effective development of web site content that attracts users
          having demographic characteristics attractive to advertisers; and

     o    price competition among web sites.

     We cannot assure you that the market for Internet advertising will
continue to emerge or become sustainable. If the Internet advertising
market develops slower than we expect our business performance would be
materially adversely affected. To date, substantially all our advertising
contracts have been for terms averaging one to three months in length, with
relatively few longer term advertising contracts. Additionally, our
advertising customers may object to the placement of their advertisements
on some members' personal homepages, the content of which they deem
undesirable. For any of the foregoing reasons, we cannot assure you that
our current advertisers will continue to purchase advertisements on our
site. We also compete with traditional advertising media, including
television, radio, cable and print, for a share of advertisers' total
advertising budgets. This will result in increased pricing pressures on our
advertising rates, which could have a material adverse effect on us.

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

     The process of managing advertising within a large, high-traffic web
site such as ours is an increasingly important and complex task. We license
our advertising management system from DoubleClick, Inc. under an agreement
expiring April 15, 2000. DoubleClick may terminate the agreement upon 30
days' notice (1) if we breach the agreement or (2) if DoubleClick
reasonably determines that we have used their advertising management system
in a manner that could damage their technology or which reflects
unfavorably on DoubleClick's reputation. No assurance can be given that
DoubleClick would not terminate the agreement. Any termination and
replacement of DoubleClick's service could disrupt our ability to manage
our advertising operations. Additionally, we have entered into a contract
with Engage Technologies, Inc. for the license of proprietary software to
manage the placement of advertisement on our web site. This software is
still being implemented and our relationship under the contract has not yet
been material. There can be no assurance that this software will
effectively manage the placement of advertisements on our web site and that
errors will not occur.

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

     o    be unable to deliver banner advertisements and sponsorships
          through our site; and

     o    be required to provide additional impressions to our advertisers
          after the contract term.

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

WE DEPEND SUBSTANTIALLY ON OUR KEY PERSONNEL.

     Our performance is substantially dependent on the continued service of
our senior management and key technical personnel, all of whom have only
worked together for a short time. In particular, our success depends on the
continued efforts of our senior management team, especially our Co-Chief
Executive Officers, Co-Presidents, and co-founders, Todd V. Krizelman and
Stephan J. Paternot. We do not carry key person life insurance on any of
our personnel. The loss of the services of any of our executive officers or
other key employees would likely have a material adverse effect on our
business.

WE DEPEND ON HIGHLY QUALIFIED TECHNICAL AND MANAGERIAL PERSONNEL.

     Our future success also depends on our continuing ability to attract,
retain and motivate highly qualified technical and managerial personnel.
Our business plan requires us to increase our employee base significantly
over the next 12 months. Competition for employees in our industry is
intense. We may be unable to attract, assimilate or retain highly qualified
technical and managerial personnel in the future. Wages for managerial and
technical employees are increasing and are expected to continue to increase
in the future. We have from time to time in the past experienced, and we
expect to continue to experience in the future, difficulty in hiring and
retaining highly skilled employees with appropriate qualifications. If we
are unable to attract and retain the technical and managerial personnel
necessary to support the growth of our business, our business would likely
be materially and adversely affected.

WE MAY NOT EFFECTIVELY MANAGE OUR GROWTH; OUR MANAGEMENT TEAM IS
INEXPERIENCED IN THE MANAGEMENT OF A LARGE PUBLIC COMPANY.

     Our recent growth has placed significant strains on our resources. To
manage our future growth, we must continue to implement and improve our
operational and financial software systems and expand and train our
employee base. Some of our key employees were hired during 1998, including
our Chief Operating Officer, who joined us in August 1998 and our Chief
Financial Officer, who joined us in July 1998. In addition, our Director of
Marketing, Director of Advertising Sales, General Counsel, Director of
Business Development, Director of Communications and Director of Human
Resources each have been with us for less than two years. Furthermore, the
members of our current senior management, other than the Chairman, have not
had any previous experience managing a public company or a large operating
company. Accordingly, we cannot assure you that:

     o    we will be able to effectively manage the expansion of our
          operations;

     o    our key employees will be able to work together effectively as a
          team to successfully manage our growth;

     o    we will be able to hire, train and manage our growing employee
          base;

     o    our systems, procedures or controls will be adequate to support
          our operations; and

     o    our management will be able to achieve the rapid execution
          necessary to fully exploit the market opportunity for our
          products and services.

     Our inability to manage growth effectively could have a material
adverse effect on our business.

OUR CHAIRMAN AND VICE PRESIDENT OF CORPORATE DEVELOPMENT HAVE OTHER
INTERESTS AND TIME COMMITMENTS; WE HAVE CONFLICTS OF INTEREST WITH SOME OF
OUR DIRECTORS.

     Because our Chairman and our Vice President of Corporate Development
are officers or employees of other companies, we will have to compete for
their time. Michael S. Egan is our Chairman. Mr. Egan serves as the
Chairman of our board of directors and as an executive officer with primary
responsibility for day-to-day strategic planning and financing
arrangements. Mr. Egan also is the controlling investor of Dancing Bear
Investments, an entity controlled by Mr. Egan, which is our majority
stockholder. Edward A. Cespedes is our Vice President of Corporate
Development with primary responsibility for corporate development
opportunities including mergers and acquisitions. Mr. Cespedes also serves
as a Managing Director of Dancing Bear Investments. Messrs. Egan and
Cespedes have not committed to devote any specific percentage of their
business time with us. Accordingly, we compete with Dancing Bear
Investments and related entities for their time.

     We have begun advertising electronic commerce arrangements with
entities controlled by Mr. Egan and by Republic Industries, Inc., an entity
affiliated with H. Wayne Huizenga, one of our directors. These arrangements
were not the result of arm's-length negotiations, but we believe that the
terms of these arrangements are on comparable terms as if they were entered
into with unaffiliated third parties. Due to their relationships with their
related entities, Messrs. Egan, Cespedes and Huizenga will have an inherent
conflict of interest in making any decision related to transactions between
their related entities and us. We intend to review related party
transactions in the future on a case-by-case basis.

WE MAY NOT BE ABLE TO KEEP UP WITH RAPID TECHNOLOGICAL AND OTHER CHANGES.

     The markets in which we compete are characterized by:

     o    rapidly changing technology,

     o    evolving industry standards,

     o    frequent new service and product announcements, introductions and
          enhancements, and

     o    changing consumer demands.

     We may not be able to keep up with these rapid changes. In addition,
these market characteristics are heightened by the emerging nature of the
Internet and the apparent need of companies from varying industries to
offer Internet-based products and services. As a result, our future success
depends on our ability to adapt to rapidly changing technologies and
standards. We will also need to continually improve the performance,
features and reliability of our services in response to competitive
services and product offerings and the evolving demands of the marketplace.
In addition, the widespread adoption of new Internet, networking or
telecommunications technologies or other technological changes could
require us to incur substantial expenditures to modify our services or
infrastructure and could fundamentally affect the nature of our business.

WE HAVE CAPACITY CONSTRAINT AND SYSTEM DEVELOPMENT RISKS.

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

     In the fourth quarter of 1998, we moved our principal server to the
New York Teleport facility in Staten Island, New York under a lease with
Telehouse International Corporation of America. More than 90% of our web
site traffic is handled through this facility. Telehouse International does
not guarantee that our Internet access will be uninterrupted, error-free or
secure. Additionally, we maintain computer hardware, servers and operations
relating to our Azazz business in Seattle, Washington which are hosted by
Exodus Communications, Inc. Although Exodus provides comprehensive
facilities management services, including human and technical monitoring of
all production servers 24 hours-per-day, seven days-per-week, Exodus does
not guarantee that our Internet access will be uninterrupted, error-free or
secure. Our operations depend on the ability to protect our systems against
damage from unexpected events, including fire, power loss, water damage,
telecommunications failures, and vandalism. Any disruption in our Internet
access could have a material adverse effect on us. In addition, computer
viruses, electronic break-ins or other similar disruptive problems could
also materially adversely affect our web site. Our reputation and
theglobe.com brand could be materially and adversely affected by any
problems to our site. Our insurance policies may not adequately compensate
us for any losses that may occur due to any failures or interruptions in
our systems. We do not presently have any secondary off-site systems or a
formal disaster recovery plan.

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

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

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

     Our insurance policies carry low coverage limits, which may not be
adequate to reimburse us for losses caused by security breaches. We also
face risks associated with security breaches affecting third parties with
whom we have relationships.

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

     The market for members, users and Internet advertising among web sites
is new and rapidly evolving. Competition for members, users and
advertisers, as well as competition in the electronic commerce market, is
intense and is expected to increase significantly. Barriers to entry are
relatively insubstantial and we believe we will face competitive pressures
from many additional companies both in the United States and abroad.
Accordingly, pricing pressure on advertising rates will increase in the
future which could have a material adverse effect on us. All types of web
sites compete for users. Competitor web sites include community sites, as
well as "gateway" or "portal" sites and various other types of web sites.
We believe that the principal competitive factors, in attracting users to a
site are:

     o    functionality of the web site,

     o    brand recognition,

     o    member affinity and loyalty,

     o    broad demographic focus,

     o    open access for visitors,

     o    critical mass of users, particularly for community-type sites,
          and

     o    services for users.


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

     o    other online community web sites, such as GeoCities, which has
          agreed to be acquired by Yahoo!, Tripod and AngelFire,
          subsidiaries of Lycos, and Xoom.com,

     o    search engines and other Internet "portal" companies, such as
          Excite, InfoSeek, Lycos and Yahoo!,

     o    online content web sites, such as CNET, ESPN.com and ZDNet.com,

     o    publishers and distributors of television, radio and print, such
          as CBS, NBC and CNN/Time Warner,

     o    general purpose consumer online services, such as America Online
          and Microsoft Network,

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

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

     Additional competitive factors specific to attracting advertisers
include the ability to offer targeted audiences and the overall cost
effectiveness of the advertising medium we offer. We will also need to
continue to increase significantly our user base and traffic to compete
effectively.

     Many of our competitors, including other community sites, have
announced that they are contemplating developing Internet navigation
services and are attempting to become "gateway" or "portal" sites through
which users may enter the web. In the event these companies develop
successful "portal" sites, we could lose a substantial portion of our user
traffic. Furthermore, many non-community sites are seeking to develop
community aspects in their sites.

     Many of our existing and potential competitors, including companies
operating web directories and search engines, and traditional media
companies, have the following advantages:

     o    longer operating histories in the Internet market;

     o    greater name recognition;

     o    larger customer bases; and

     o    significantly greater financial, technical and marketing
          resources.

In addition, providers of Internet tools and services, including
community-type sites, may be acquired by, receive investments from, or
enter into other commercial relationships with larger, well-established and
well-financed companies, such as Microsoft and America Online. For example,
Excite has agreed to be acquired by @Home, America Online acquired Netscape
and Lycos announced a transaction with USA Network and Ticketmaster
Citysearch Online. In addition, there has been other significant
consolidation in the industry. This consolidation may continue in the
future. We could face increased competition in the future from traditional
media companies, including cable, newspaper, magazine, television and radio
companies. A number of these large traditional media companies, including
Disney, CBS and NBC, have been active in Internet related activities. Those
competitors may be able to undertake more extensive marketing campaigns for
their brands and services, adopt more aggressive advertising pricing
policies and make more attractive offers to potential employees,
distribution partners, electronic commerce companies, advertisers and
third-party content providers. Furthermore, our existing and potential
competitors may develop sites that are equal or superior in quality to, or
that achieve greater market acceptance than, our site. We cannot assure you
that advertisers may not perceive our competitors' sites as more desirable
than ours.

     To compete with other web sites, we plan to develop and introduce new
features and functions, such as increased capabilities for user
personalization and interactivity. We also plan to develop and introduce
new products and services, such as new content targeted for specific user
groups with particular demographic and geographic characteristics. These
improvements will require us to spend significant funds and may require the
development or licensing of increasingly complex technologies. Enhancements
of or improvements to our web site may contain undetected programming
errors that require significant design modifications, resulting in a loss
of customer confidence and user support and a decrease in the value of our
brand name. Our failure to effectively develop and produce new features,
functions, products and services could affect our ability to compete with
other web sites. This could have a material adverse effect on us.

     Web browsers offered by Netscape and Microsoft also increasingly
incorporate prominent search buttons that direct traffic to competing
services. These features could make it more difficult for Internet users to
find and use our product and services. In the future, Netscape, Microsoft
and other browser suppliers may also more tightly integrate products and
services similar to ours into their browsers or their browsers' pre-set
home page. Additionally, entities that sponsor or maintain high-traffic web
sites or that provide an initial point of entry for Internet viewers, such
as the Regional Bell Operating Companies, cable companies or Internet
Service Providers, such as Microsoft and America Online, offer and can be
expected to consider further development, acquisition or licensing of
Internet search and navigation functions that compete with us. These
competitors could also take actions that make it more difficult for viewers
to find and use our products and services.

     Additionally, the electronic commerce market is new and rapidly
evolving, and we expect competition among electronic commerce merchants to
increase significantly. Because the Internet allows consumers to easily
compare prices of similar products or services on competing web sites and
there are low barriers to entry for potential competitors, gross margins
for electronic commerce transactions may narrow in the future. Many of the
products that we sell on our web site may be sold by the maker of the
product directly or by other web sites. Competition among Internet
retailers, our electronic commerce partners and product makers may have a
material adverse effect on our ability to generate revenues through
electronic commerce transactions or from these electronic commerce
partners. See also "Business--Competition."

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

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

     o    inadequate network infrastructure;

     o    security and authentication concerns with respect to transmission
          over the Internet of confidential information, including credit
          card numbers, or other personal information;

     o    ease of access;

     o    inconsistent quality of service;

     o    availability of cost-effective, high-speed service; and

     o    bandwidth availability.

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

     o    delays in the development or adoption of new operating and
          technical standards and performance improvements required to
          handle increased levels of activity,

     o    increased government regulation, and

     o    insufficient availability of telecommunications services which
          could result in slower response times and adversely affect usage
          of the Internet.

WE MAY BE MATERIALLY ADVERSELY AFFECTED IF ELECTRONIC COMMERCE DOES NOT
BECOME A VIABLE SOURCE OF SIGNIFICANT REVENUES FOR THEGLOBE.COM.  IN
ADDITION, OUR ELECTRONIC COMMERCE BUSINESS MAY RESULT IN SIGNIFICANT
LIABILITY CLAIMS AGAINST US.

     In the first quarter of 1999, we acquired Azazz, which is a direct
marketer of products over the Internet. However, we have limited experience
in the sale of products online and the development of relationships with
manufacturers and suppliers of these products. We also face many
uncertainties which may affect our ability to generate electronic commerce
revenues, including:

     o    our ability to obtain new customers at a reasonable cost, retain
          existing customers and encourage repeat purchases;

     o    the likelihood that both online and retail purchasing trends may
          rapidly change;

     o    the level of product returns;

     o    merchandise shipping costs and delivery times;

     o    our ability to manage inventory levels;

     o    our ability to secure and maintain relationships with vendors;

     o    the possibility that our vendors may sell their products through
          other sites; and

     o    intense competition for electronic commerce revenues.

Accordingly, we cannot assure you that electronic commerce transactions
will provide a significant or sustainable source of revenues or profits.
Additionally, due to the ability of consumers to easily compare prices of
similar products or services on competing web sites, gross margins for
electronic commerce transactions may narrow in the future and, accordingly,
our revenues and profits from electronic commerce arrangements may be
materially negatively impacted. If use of the Internet for electronic
commerce does not continue to grow, our business and financial condition
would be materially and adversely affected.

     Additionally, consumers may sue us if any of the products that we sell
are defective, fail to perform properly or injure the user. Some of our
agreements with manufacturers contain provisions intended to limit our
exposure to liability claims. However, these limitations may not prevent
all potential claims. Liability claims could require us to spend
significant time and money in litigation or to pay significant damages. As
a result, any claims, whether or not successful, could seriously damage our
reputation and our business.

INTERNET ADVERTISING MAY NOT PROVE AS EFFECTIVE AS TRADITIONAL MEDIA.

     The Internet advertising market is new and rapidly evolving. We cannot
yet gauge its effectiveness as compared to traditional advertising media.
Many of our current or potential advertising partners have little or no
experience using the Internet for advertising purposes and they have
allocated only a limited portion of their advertising budgets to Internet
advertising. The adoption of Internet advertising, particularly by those
entities that have historically relied upon traditional media, requires the
acceptance of a new way of conducting business, exchanging information and
advertising products and services. Advertisers that have traditionally
relied upon other advertising media may be reluctant to advertise on the
Internet or find it less effective.

     No standards have been widely accepted to measure the effectiveness of
Internet advertising or to measure the demographics of our user base.
Additionally, no standards have been widely accepted to measure the number
of members, unique users or page views related to a particular site. We
cannot assure you that any standards will become available in the future or
that standards will accurately measure our users. If standards do not
develop, advertisers may not advertise on the Internet. In addition, we
depend on third parties to provide these measurement services. These
measurements are often based on sampling techniques or other imprecise
measures and may materially differ from our estimates. We cannot assure you
that advertisers will accept our or other parties' measurements. The
rejection by advertisers of these measurements could have a material
adverse effect on our business and financial condition.

     The sale of Internet advertising is subject to intense competition
that has resulted in a wide variety of pricing models, rate quotes and
advertising services. This competition has resulted in a wide variety of
advertising pricing models. For example, advertising rates may be based on
the number of user requests for additional information made by clicking on
the advertisement, known as "click throughs," or on the number of times an
advertisement is displayed to a user, known as "impressions." Our contracts
with advertisers typically guarantee the advertiser a minimum number of
impressions. To the extent that minimum impression levels are not achieved
for any reason, including the failure to obtain the expected traffic, our
contracts with advertisers may require us to provide additional impressions
after the contract term, which may adversely affect the availability of our
advertising inventory. This could have a material adverse effect on us.

     Our revenues could be materially adversely affected if we are unable
to adapt to other pricing models for Internet advertising if they are
adopted. It is difficult to predict which, if any, pricing models for
Internet advertising will emerge as the industry standard. This makes it
difficult to project our future advertising rates and revenues.
Additionally, it is possible that Internet access providers may, in the
future, act to block or limit various types of advertising or direct
solicitations, whether at their own behest or at the request of users.
Moreover, "filter" software programs that limit or prevent advertising from
being delivered to an Internet user's computer are available. Widespread
adoption of this software could adversely affect the commercial viability
of Internet advertising.

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

     We are dependent on various web sites that provide direct links to our
site. These web sites may not attract significant numbers of users and we
may not receive a significant number of additional users from these
relationships. We also enter into agreements with advertisers, electronic
commerce marketers or other third-party web sites that require us to
exclusively feature these parties in particular areas or on particular
pages of our site. These exclusivity agreements may limit our ability to
enter into other relationships. Our agreements with third party sites do
not require future minimum commitments to use our services or provide
access to our site and may be terminated at the convenience of the other
party. Moreover, we do not have agreements with a majority of the web sites
that provide links to our site. These sites may terminate their links at
any time. Many companies we may pursue for strategic relationships offer
competing services. As a result, these competitors may be reluctant to
enter into strategic relationships with us. Our business could be
materially adversely affected if we do not establish and maintain strategic
relationships on commercially reasonable terms or if any of our strategic
relationships do not result in increased traffic on our web site.

     Additionally, we cannot assure you that we will be able to maintain
relationships with third parties that supply us with software or products
that are crucial to our success, or that these software or products will be
able to sustain any third-party claims or rights against their use.
Furthermore, we cannot assure you that the software, services or products
of those companies that provide access or links to our services or products
will achieve market acceptance or commercial success. Accordingly, we
cannot assure you that our existing relationships will result in sustained
business partnerships, successful service or product offerings or the
generation of significant revenues for us.

WE MAY NEED TO RAISE ADDITIONAL FUNDS, INCLUDING THROUGH THE ISSUANCE OF
DEBT.

     We believe that our current cash and cash equivalents, which primarily
resulted from our initial public offering, together with cash flows, will
be sufficient to meet our anticipated cash needs for working capital and
capital expenditures for our existing business for at least twelve months.
We expect that we will continue to experience negative operating cash flow
for the foreseeable future as a result of significant spending on
advertising and infrastructure. Accordingly, we may need to raise
additional funds in a timely manner in order to:

     o    fund our anticipated expansion;

     o    develop new or enhanced services or products;

     o    respond to competitive pressures;

     o    acquire complementary products, businesses or technologies; and

     o    enter into joint ventures.

     If we raise additional funds through the issuance of equity or
convertible debt securities, the percentage ownership of our stockholders
will be reduced. Stockholders may experience additional dilution and these
securities may have rights senior to those of the holders of our common
stock. We do not have any contractual restrictions on our ability to incur
debt. Any indebtedness could contain covenants which restrict our
operations. We cannot assure you that additional financing will be
available on terms favorable to us, or at all. If adequate funds are not
available or are not available on acceptable terms, our business could be
materially adverse effected. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources."

OUR ACQUISITIONS OR JOINT VENTURES ENTAIL NUMEROUS RISKS AND UNCERTAINTIES.

     As part of our business strategy, we expect to review acquisition
prospects or joint ventures that would complement our existing business,
increase our traffic, augment the distribution of our community, enhance
our technological capabilities or increase our electronic commerce
revenues. On February 1, 1999, we acquired Azazz.com to develop electronic
commerce retailing on our site. We are currently in negotiations with third
parties for various transactions. These transactions may or may not be
consummated. Our future acquisitions or joint ventures could result in
numerous risks and uncertainties, including:

     o    potentially dilutive issuances of equity securities, which may be
          freely tradable in the public market;

     o    large and immediate write-offs;

     o    the incurrence of debt and contingent liabilities or amortization
          expenses related to goodwill and other intangible assets;

     o    difficulties in the assimilation of operations, personnel,
          technologies, products and information systems of the acquired
          companies;

     o    the diversion of management's attention from other business
          concerns;

     o    the risks of entering geographic and business markets in which we
          have no or limited prior experience such as e-commerce retailing;
          and

     o    the risk that the acquired business will not perform as expected.

WE RELY ON INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.

     We regard substantial elements of our web site and underlying
technology as proprietary and attempt to protect them by relying on
intellectual property laws and restrictions on disclosure. We also
generally enter into confidentiality agreements with our employees and
consultants. In connection with our license agreements with third parties
we generally seek to control access to and distribution of our technology
and other proprietary information. Despite these precautions, it may be
possible for a third party to copy or otherwise obtain and use our
proprietary information without authorization or to develop similar
technology independently. Thus we cannot assure you that the steps taken by
us will prevent misappropriation or infringement of our proprietary
information which could have a material adverse effect on our business. In
addition, our competitors may independently develop similar technology,
duplicate our products or design around our intellectual property rights.

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

     Litigation may be necessary in the future to enforce our intellectual
property rights or to determine the validity and scope of the proprietary
rights of others. Furthermore, we cannot assure you that our business
activities will not infringe upon the proprietary rights of others, or that
other parties will not assert infringement claims against us, including
claims related to providing hyperlinks to web sites operated by third
parties or providing advertising on a keyword basis that links a specific
search term entered by a user to the appearance of a particular
advertisement. Moreover, from time to time, third parties may assert claims
of alleged infringement by us or our members of their intellectual property
rights. Any litigation claims or counterclaims could impair our business
because they could:

     o    be time-consuming;

     o    result in costly litigation;

     o    subject us to significant liability for damages;

     o    result in invalidation of our proprietary rights;

     o    divert management's attention;

     o    cause product release delays; or

     o    require us to redesign our products or require us to enter into
          royalty or licensing agreements that may not be available on
          terms acceptable to us, or at all.

     We license from third parties various technologies incorporated into
our site. As we continue to introduce new services that incorporate new
technologies, we may be required to license additional technology from
others. We cannot assure you that these third-party technology licenses
will continue to be available to us on commercially reasonable terms.
Additionally, we cannot assure you that the third parties from which we
license our technology will be able to defend our proprietary rights
successfully against claims of infringement. As a result, our inability to
obtain any of these technology licenses could result in delays or
reductions in the introduction of new services or could adversely affect
the performance of our existing services until equivalent technology can be
identified, licensed and integrated.

     We own the Internet domain names "theglobe.com", "shop.theglobe.com",
"tglo.com" and "azazz.com." The regulation of domain names in the United
States and in foreign countries may change. Regulatory bodies could
establish additional top-level domains, appoint additional domain name
registrars or modify the requirements for holding domain names, any or all
of which may dilute the strength of our names. We may not acquire or
maintain the "theglobe.com," "shop.theglobe.com," "tglo.com" and
"azazz.com" domain names in all of the countries in which our web site may
be accessed, or for any or all of the top-level domain names that may be
introduced. The relationship between regulations governing domain names and
laws protecting proprietary rights is unclear. Therefore, we may not be
able to prevent third parties from acquiring domain names that infringe or
otherwise decrease the value of our trademarks and other proprietary
rights. See "Business--Intellectual Property and Proprietary Rights."

WE MAY FACE INCREASED GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES IN OUR
INDUSTRY.

     There are an increasing number of federal, state, local and foreign
laws and regulations pertaining to the Internet. In addition, a number of
federal, state, local and foreign legislative and regulatory proposals are
under consideration. Laws or regulations may be adopted with respect to the
Internet relating to liability for information retrieved from or
transmitted over the Internet, online content regulation, user privacy and
quality of products and services. Changes in tax laws relating to
electronic commerce could materially effect our business. Moreover, the
applicability to the Internet of existing laws governing issues such as
intellectual property ownership and infringement, copyright, trademark,
trade secret, obscenity, libel, employment and personal privacy is
uncertain and developing. Any new legislation or regulation, or the
application or interpretation of existing laws or regulations, may decrease
the growth in the use of the Internet, may impose additional burdens on
electronic commerce or may alter how we do business. This could decrease
the demand for our services, increase our cost of doing business, increase
the costs of products sold through the Internet or otherwise have a
material adverse effect on our business, results of operations and
financial condition. See "Business -- Government Regulation and Legal
Uncertainties."

WE MAY BE EXPOSED TO LIABILITY FOR INFORMATION RETRIEVED FROM OR
TRANSMITTED OVER THE INTERNET OR FOR PRODUCTS SOLD OVER THE INTERNET.

     Users may access content on our web site or the web sites of our
distribution partners through web site links or other means, and they may
download content and subsequently transmit this content to others over the
Internet. This could result in claims against us based on a variety of
theories, including defamation, obscenity, negligence, copyright, trademark
infringement or the wrongful actions of third parties. Other theories may
be brought based on the nature, publication and distribution of our content
or based on errors or false or misleading information provided on our web
site. Claims have been brought against online services in the past and we
have received inquiries from third parties regarding these matters. The
claims could be material in the future. We could also be exposed to
liability for third party content posted by members on their personal web
pages or by users in our chat rooms or on our bulletin boards.

     Additionally, we offer e-mail service, which a third party provides.
The e-mail service may expose us to potential liabilities or claims
resulting from unsolicited e-mail, lost or misdirected messages, fraudulent
use of e-mail or delays in e-mail service. We also enter into agreements
with commerce partners and sponsors under which we are entitled to receive
a share of any revenue from the purchase of goods and services through
direct links from our site. After the Azazz acquisition in February 1999,
we also began selling products directly to consumers. Those arrangements
may expose us to additional legal risks, regulations by local, state,
federal and foreign authorities and potential liabilities to consumers of
these products and services, even if we do not ourselves provide these
products or services. We cannot assure you that any indemnification
provided to us in our agreements with these parties will be adequate.

     Even if these claims do not result in our liability, we could incur
significant costs in investigating and defending against these claims. The
imposition of potential liability for information carried on or
disseminated through our systems could require us to implement measures to
reduce our exposure to liability. Those measures may require the
expenditure of substantial resources and limit the attractiveness of our
services. Additionally, our insurance policies may not cover all potential
liabilities to which we are exposed.

WE MAY HAVE TROUBLE EXPANDING INTERNATIONALLY.

     A part of our strategy is to expand into foreign markets. There can be
no assurance that the Internet or our community model will become widely
accepted for advertising and electronic commerce in any international
markets. To expand overseas we intend to seek to enter into relationships
with foreign business partners. This strategy contains risks, including:

     o    we may experience difficulty in managing international operations
          because of distance, as well as language and cultural
          differences;

     o    we or our future foreign business associates may not be able to
          successfully market and operate our services in foreign markets;

     o    because of substantial anticipated competition, it will be
          necessary to implement our business strategy quickly in
          international markets to obtain a significant share of the
          market; and

     o    we do not have the content or services necessary to substantially
          expand our operations in many foreign markets.

     We will unlikely be able to significantly penetrate these markets
unless we gain the relevant content, either through partnerships, other
business arrangements or possibly acquisitions with content-providers in
these markets. There are also risks inherent in doing business on an
international level, including:

     o    unexpected changes in regulatory requirements;

     o    trade barriers;

     o    difficulties in staffing and managing foreign operations;

     o    fluctuations in currency exchange rates and the introduction of
          the euro;

     o    longer payment cycles in general;

     o    problems in collecting accounts receivable;

     o    difficulty in enforcing contracts;

     o    political and economic instability;

     o    seasonal reductions in business activity in certain other parts
          of the world; and

     o    potentially adverse tax consequences.

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

     Michael S. Egan, our Chairman, beneficially owns or controls, directly
or indirectly, 6,123,024 shares of our common stock which in the aggregate
represents approximately 47.8% of the outstanding shares of our common
stock. Todd V. Krizelman and Stephen J. Paternot, our Co-Chief Executive
Officers and Co-Presidents, collectively, beneficially own 15.2% of our
common stock.

     Messrs. Egan, Krizelman, Paternot and Edward A. Cespedes and Rosalie
V. Arthur, each of whom is a director of our company, have entered into a
stockholders' agreement. As a result of the stockholders' agreement, Mr.
Egan has agreed to vote for up to two nominees of Messrs. Krizelman and
Paternot to the board of directors and Messrs. Krizelman and Paternot have
agreed to vote for the nominees of Mr. Egan to the board, which will be up
to five directors. Consequently, Mr. Egan, Krizelman and Paternot control
the ability to elect a majority of our directors. In addition, collectively
Messrs. Egan, Krizelman and Paternot have the ability to control the
outcome of all issues submitted to a vote of our stockholders requiring
majority approval. Additionally, each party other than Mr. Egan has granted
an irrevocable proxy with respect to all matters subject to a stockholder
vote to Dancing Bear Investments, Inc., an entity controlled by Mr. Egan,
for any shares held by that party received upon the exercise of outstanding
warrants for 225,000 shares of our common stock. The stockholders'
agreement also provides for tag-along and drag-along rights in connection
with any private sale of these securities.

THE YEAR 2000 ISSUE MAY AFFECT OUR OPERATIONS.

     Year 2000 issues related to non-compliant information technology
systems or non-information technology systems operated by us or by third
parties may affect us. We have substantially completed an assessment of our
internal and external third-party information technology systems and
non-information technology systems and a test of the information technology
systems that support our web site. At this point in our assessment and
testing, we are not aware of any Year 2000 problems relating to systems
operated by us or by third parties that would have a material effect on our
business, without taking into account our efforts to avoid these problems.
Based on our assessment to date, we do not anticipate that costs associated
with remediating our non-compliant information technology systems or
non-information technology systems will be material, although we cannot
assure you that this will be the case. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Impact of the
Year 2000."

     To the extent that we finalize our assessment without identifying any
material non-compliant information technology systems operated by us or by
third parties, the most reasonably likely worst case Year 2000 scenario is
the failure of one or more of our vendors of hardware or software or one or
more providers of non-information technology systems to properly identify
any Year 2000 compliance issues and remediate any issues before December
31, 1999. A failure could prevent us from operating our business, prevent
users from accessing our web site, or change the behavior of advertising
customers or persons accessing our web site. We believe that the primary
business risks, in the event of a failure, would include, but not be
limited to:

     o    lost advertising revenues;

     o    increased operating costs;

     o    loss of customers or persons accessing our web site;

     o    other business interruptions of a material nature; and

     o    claims of mismanagement, misrepresentation, or breach of
          contract.

Any of these risks could have a material adverse effect on our business.

OUR STOCK PRICE IS VOLATILE.

     The trading price of our common stock has been volatile and may
continue to be volatile in response to various factors, including:

     o    quarterly variations in our operating results;

     o    competitive announcements;

     o    changes in financial estimates by securities analysts;

     o    the operating and stock price performance of other companies that
          investors may deem comparable to us; and

     o    news relating to trends in our markets.

The stock market has experienced significant price and volume fluctuations,
and the market prices of technology companies, particularly
Internet-related companies, have been highly volatile. In the past,
following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted
against a company. Litigation, if instituted, whether or not successful,
could result in substantial costs and a diversion of management's attention
and resources, which would have a material adverse effect on our business.

THE SALE OF SHARES ELIGIBLE FOR FUTURE SALE IN THE OPEN MARKET COULD
DEPRESS OUR STOCK PRICE.

     Sales of significant amounts of common stock in the public market in
the future or the perception that sales will occur could materially and
adversely affect the market price of the common stock or our future ability
to raise capital through an offering of our equity securities. There are
6,495,840 shares of common stock held by our stockholders that are
"restricted securities," as that term is defined in Rule 144 of the
Securities Act of 1933. Restricted securities may be sold in the public
market only if registered or if they qualify for an exemption from
registration under Rules 144, 144(k) or 701 under the Securities Act. In
connection with our initial public offering, all of our directors, officers
and the holders of a substantial portion of our stock agreed, with
exceptions, that they will not sell any common stock without the prior
consent of Bear, Stearns & Co. Inc. before May 12, 1999. Following this
date, approximately 1,133,380 shares of the restricted securities will be
immediately eligible for sale in the public market under Rule 144 without
volume limitation or further registration under the Securities Act, not
including approximately 5,362,460 shares held by our "affiliates", within
the meaning of the Securities Act. These 5,362,640 shares will be eligible
for public sale subject to volume limitation.

     There are outstanding options to purchase 1,711,843 shares of common
stock which are eligible for sale in the public market from time to time
depending on vesting and the expiration of lock-up agreements. The issuance
of these securities are registered under the Securities Act. In addition,
there are outstanding warrants to purchase up to 2,023,009 shares of our
common stock upon exercise. Substantially all of our stockholders holding
restricted securities, including shares issuable upon the exercise of
warrants to purchase our common stock, are entitled to registration rights
under various conditions.

     In the near future we intend to file a Form S-8 registration statement
under the Securities Act to register 41,017 shares of common stock issuable
upon the exercise of options assumed in connection with the acquisition of
Azazz. The registration statement is expected to become effective
immediately upon filing and shares covered by that registration statement
will be eligible for sale in the public markets. We also intend to file a
registration statement for the 343,916 shares of common stock issued to
acquire Azazz pursuant to a registration rights agreement.

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

     Provisions of our charter, by-laws and stockholder rights plan and
provisions of applicable Delaware law may discourage, delay or prevent a
merger or other change of control that a stockholder may consider
favorable. Our board of directors has the authority to issue up to three
million additional shares of preferred stock and to determine the price and
the terms, including preferences and voting rights, of those shares without
stockholder approval. Although we have no current plans to issue additional
shares of our preferred stock, any issuance could:

     o    have the effect of delaying, deferring or preventing a change in
          control of our company;

     o    discourage bids of our common stock at a premium over the market
          price; or

     o    adversely affect the market price of, and the voting and other
          rights of the holders of, our common stock.

     We must follow Delaware laws that could have the effect of delaying,
deterring or preventing a change in control of our company. One of these
laws prohibits us from engaging in a business combination with any
interested stockholder for a period of three years from the date the person
became an interested stockholder, unless various conditions are met. In
addition, provisions of our charter and by-laws, and the significant amount
of common stock held by our executive officers, directors and affiliates,
could together have the effect of discouraging potential takeover attempts
or making it more difficult for stockholders to change management.

WE DO NOT EXPECT TO PAY CASH DIVIDENDS.

     We do not anticipate paying any cash dividends in the foreseeable
future.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS PAGE

          Independent Auditors' Report                                   41

          Balance Sheets as of December 31, 1998 and 1997                42

          Statements of Operations for each of the three 
          years in the period ended December 31, 1998                    43

          Statements of Stockholders' Equity for each of the
          three years in the period ended December 31, 1998              44

          Statements of Cash Flows for each of the three years 
          in the period ended December 31, 1998                          45

          Notes to Financial Statements                                  46

          Financial Statement Schedules:

                   II - Valuation and Qualifying Accounts
                     for each of the three years in the
                       period ended December 31, 1998          Exhibit 99.1

All other schedules are omitted because they are not applicable or the
     required information is shown in the Financial Statements or Notes
     thereto.




                        INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
theglobe.com, inc.:

     We have audited the accompanying balance sheets of theglobe.com, inc.
as of December 31, 1998 and 1997, and the related statements of operations,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1998. In connection with our audits of the
financial statements, we also have audited the financial statement schedule
as listed in the accompanying index. These financial statements and
financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of theglobe.com,
inc. as of December 31, 1998 and 1997, and the results of its operations
and cash flows for each of the years in the three-year period ended
December 31, 1998 in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as a
whole, present fairly, in all respects, the information set forth therein.


                                                  /s/ KPMG LLP


New York, New York
February 20, 1999





 

<TABLE>
<CAPTION>


                             THEGLOBE.COM, INC.


                               BALANCE SHEETS


                                                                           DECEMBER 31,
                                                                     ------------------------
                                                                         1998         1997
                                                                     ------------ -----------
                             ASSETS

Current assets:

<S>                                                                   <C>          <C>       
    Cash and cash equivalents....................................     $29,250,572  $5,871,291
    Short-term investments.......................................         898,546  13,003,173
    Accounts receivable, less allowance for doubtful accounts of
      $300,136 and $12,000 in 1998 and 1997, respectively........       2,004,875     254,209
    Prepaids and other current assets............................         678,831          --
                                                                     ------------ -----------
        Total current assets.....................................      32,832,824  19,128,673
Property and equipment, net......................................       3,562,559     325,842
Restricted investments...........................................       1,734,495          --
Other assets.....................................................              --       7,657
                                                                     ------------ -----------
        Total assets.............................................     $38,129,878 $19,462,172
                                                                     ============ ===========


              LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                                                   <C>          <C>       
Current liabilities:
    Accounts payable.............................................     $ 2,614,445  $  396,380
    Accrued expense..............................................         817,463     325,454
    Accrued compensation.........................................         691,279   1,148,999
    Deferred revenue.............................................         673,616     113,290
    Current installments of obligations under capital leases.....       1,026,728      27,174
                                                                     ------------ -----------
        Total current liabilities................................       5,823,531   2,011,297
Obligations under capital leases, excluding current installments.       2,005,724      98,826
Stockholders' equity:
    Preferred Stock, 3,000,000 shares authorized:
      Convertible preferred stock, Series A through E, $0.001 par
      value; 2,900,001 shares authorized; -0- and 1,449,995.5,
      shares issued and outstanding at December 31, 1998 and 1997,
      respectively; aggregate liquidation  preference of -0- and 
      $21,886,110 at December 31, 1998 and 1997, respectively........          --       1,450
    Common stock, $0.001 par value; 100,000,000 shares authorized;
      10,312,256 and 1,154,271 shares issued and outstanding at     
      December 31, 1998 and 1997 respectively........................      10,312       1,154
    Additional paid-in capital.......................................  50,914,494  21,866,965
    Deferred compensation............................................    (128,251)    (76,033)
    Net unrealized loss on securities................................     (50,006)    (41,201)
    Accumulated deficit.............................................. (20,445,926) (4,400,286)
                                                                     ------------ -----------
        Total stockholders' equity...............................      30,300,623  17,352,049
Commitments......................................................    ------------ -----------
        Total liabilities and stockholders' equity...............     $38,129,878 $19,462,172
                                                                     ============ ===========


                    See accompanying notes to financial statements.
</TABLE>


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

                                   STATEMENTS OF OPERATIONS


                                                              YEAR ENDED DECEMBER 31,
                                                  -------------------------------------
                                                      1998          1997        1996
                                                  ------------ ------------ -----------
<S>                                               <C>           <C>           <C>      
Revenues........................................  $  5,509,818  $   770,293   $ 229,363
Cost of revenues................................     2,238,871      423,706     116,780
                                                  ------------ ------------ -----------
        Gross profit............................     3,270,947      346,587     112,583

Operating expenses:
    Sales and marketing.........................     9,298,683    1,248,349     275,947
    Product development.........................     2,632,613      153,667     120,000
    General and administrative..................     6,828,134    2,827,591     489,073
    Non-recurring charge........................     1,370,250           --          --
                                                  ------------ ------------ -----------
        Loss from operations....................   (16,858,733)  (3,883,020)   (772,437)
                                                  ------------ ------------ -----------

Other income (expense):
    Interest and dividend income................     1,083,400      334,720      25,966
    Interest and other expense..................      (191,389)          --      (3,709)
                                                  ------------ ------------ -----------
        Total other income (expense), net.......       892,011      334,720      22,257
                                                  ------------ ------------ -----------
        Loss before provision for income taxes..   (15,966,722)  (3,548,300)   (750,180)
                                                  ------------ ------------ -----------
Provision for income taxes......................        78,918       36,100          --
                                                  ------------ ------------ -----------
        Net loss................................  $(16,045,640) $(3,584,400)  $(750,180)
                                                  ============ ============ ===========
Basic and diluted net loss per share............  $      (6.74) $     (3.13)  $   (0.67)
                                                  ============ ============ ===========
Weighted average basic and diluted shares
  outstanding....................................    2,381,140    1,146,773   1,125,000
                                                  ============ ============ ===========

                       See accompanying notes to financial statements.
</TABLE>


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

                              STATEMENTS OF STOCKHOLDERS' EQUITY


                                                                     ADDITIONAL                  OTHER                  TOTAL
                            CONVERTIBLE                               PAID-IN     DEFERRED   COMPENSATION ACCUMULATED STOCKHODLERS'
                          PREFERRED STOCK       COMMON STOCK          CAPITAL   COMPENSATION     LOSS       DEFICIT     EQUITY
                      ----------------------- ---------------------- ---------- ------------ ------------ ----------- -------------
                        SHARES      AMOUNTS     SHARES     AMOUNTS
                        ------      -------     ------     -------

<S>                     <C>             <C>     <C>           <C>      <C>       <C>           <C>           <C>          <C>
Balance as of
  December 31, 1995..   1,134,910      $1,135   1,125,000    $1,125    $695,163  $       --   $       --    $(65,706)      $631,717
Net loss.............          --          --          --        --          --          --           --    (750,180)      (750,180)
                                                                                                                      -------------
Comprehensive loss...                                                                                                      (750,180)
                                                                                                                      -------------
Issuance of Series B
  convertible  
  preferred stock....      23,810          24          --        --      24,961          --           --          --         24,985
Issuance of Series C
  convertible 
  preferred stock....     221,250         221          --        --     884,749          --           --          --        884,970
Deferred compensation          --          --          --        --      25,053     (25,053)          --          --             --
Amortization of
  deferred 
  compensation.......          --          --          --        --          --       4,000           --          --          4,000
                      ----------- ----------- ----------- ---------- ---------- ------------ ------------ ----------- -------------
Balance at December  
  31, 1996...........   1,379,970       1,380   1,125,000     1,125   1,629,926     (21,053)          --    (815,886)       795,492
Net loss.............          --          --          --        --          --          --           --  (3,584,400)    (3,584,400)
Net unrealized loss   
  on securities......          --          --          --        --          --          --      (41,201)         --        (41,201)
                                                                                                                      -------------
Comprehensive loss...                                                                                                    (3,625,601)
Issuance of Series C
  convertible        
  preferred stock....      70,000          70          --        --     279,930          --           --          --        280,000
Exercise of stock  
  options............          --          --      29,271        29       4,478          --           --          --          4,507
Issuance of Series D
  convertible
  preferred stock,
  net of expense of
  $130,464...........        25.5          --          --        --  19,869,536          --           --          --     19,869,536
Deferred compensation          --          --          --        --      83,095     (83,095)          --          --             --
Amortization of
  deferred 
  compensation.......          --          --          --        --          --      28,115           --          --         28,115
                      ----------- ----------- ----------- ---------- ---------- ------------ ------------ ----------- -------------
Balance at 
  December 31, 1997.. 1,449,995.5       1,450   1,154,271     1,154  21,866,965     (76,033)     (41,201) (4,400,286)    17,352,049
Net loss.............          --          --          --        --          --          --           -- (16,045,640)   (16,045,640)
Change in net
  unrealized loss on
  securities.........          --          --          --        --          --          --       (8,805)         --         (8,805)
                                                                                                                      -------------
Comprehensive loss...                                                                                                   (16,054,445)
                                                                                                                      -------------
Deferred compensation          --          --          --        --     118,125    (118,125)          --          --             --
Amortization of
  deferred 
  compensation.......          --          --          --        --          --      65,907           --          --         65,907
Exercise of stock
  options............          --          --     199,083       199     254,818          --           --          --        255,017
Conversion of
  preferred stock in
  connection with the
  Company's IPO......  (1,449,995)     (1,450)  5,473,735     5,474      (4,024)         --           --          --             --
Issuance of Common
  Stock in connection
  for services.......          --          --       3,500         3      31,497          --           --          --         31,500
Issuance of common
  stock in connection
  with the Company's
  IPO, net of 
  issuance costs of
  $4,054,658.........          --          --   3,481,667     3,482  27,276,863          --           --          --     27,280,345
Transfer of warrants
  from significant
  shareholder to
  officers...........          --          --          --        --   1,370,250          --           --          --      1,370,250
                      ----------- ----------- ----------- ---------- ---------- ------------ ------------ ----------- -------------
Balance at 
  December 31, 1998            --   $      --  10,312,256   $10,312 $50,914,494   $(128,251)    $(50,006)$(20,445,926)  $30,300,623
                      =========== =========== =========== ========== ========== ============ ============ =========== =============
                                             See accompanying notes to financial statements.
</TABLE>



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

                          STATEMENTS OF CASH FLOWS

                                                                    YEAR ENDED
                                                                   DECEMBER 31,
                                                          -----------------------------------------
                                                              1998           1997        1996
                                                          ------------   -----------  -------------
<S>                                                        <C>             <C>            <C> 
Cash flows from operating activities:
  Net loss.......................................          $ (16,045,640) $(3,584,400)    $(750,180)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation and amortization..............                715,410       60,210        47,595
      Transfer of stock warrants from significant
        shareholder to officers..................              1,370,250           --            --
      Issuance of common stock for services......                 31,500           --            --
      Amortization of deferred compensation......                 65,907       28,115         4,000
    Changes in operating assets and liabilities:
      Accounts receivable, net...................             (1,750,666)    (188,081)      (63,103)
      Prepaids and other current assets..........               (678,831)       2,377        (2,377)
      Other assets...............................                  7,657           --            --
      Accounts payable...........................              2,218,065      265,902       120,684
      Accrued expenses...........................                492,009      310,220         9,635
      Accrued compensation.......................               (457,720)   1,148,999            --
      Deferred revenue...........................                560,326       81,146        32,144
                                                          -------------- ------------ -------------
    Net cash used in operating activities........            (13,471,733)  (1,875,512)     (601,602)
                                                          -------------- ------------ -------------

Cash flows from investing activities:
  Purchase of securities.........................                     --  (13,044,374)           --
  Proceeds from sale of securities...............             12,095,822           --            --
  Purchases of property and equipment............               (730,359)    (119,984)     (138,309)
  Payment of security deposits...................             (1,734,495)          --            --
                                                          -------------- ------------  -------------
    Net cash provided by (used in) investing 
      activities.................................              9,630,968  (13,164,358)     (138,309)
                                                          -------------- ------------ -------------
Cash flows from financing activities: 
  Payments under capital lease obligations.......               (315,316)          --            --
  Proceeds from exercise of common stock options.                255,017        4,507            --
  Net proceeds from issuance of common stock.....             27,280,345           --            --
  Payment of financing costs.....................                     --     (130,464)           --
  Proceeds from issuance of convertible preferred
    Series A, B and C stock......................                     --      280,000       909,955
  Proceeds from issuance of convertible preferred
    Series D stock...............................                     --   20,000,000            --
                                                          -------------- ------------ -------------
      Net cash provided by financing activities..             27,220,046   20,154,043       909,955
                                                          -------------- ------------ -------------
      Net change in cash and cash equivalents....             23,379,281    5,114,173       170,044
Cash and cash equivalents at beginning of period.              5,871,291      757,118       587,074
                                                          -------------- ------------  -------------
Cash and cash equivalents at end of period.......            $29,250,572   $5,871,291     $ 757,118
                                                          ============== ============ ==============
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest.....................................              $ 123,724     $    --      $   3,709
                                                          ============== ============ ==============
    Income taxes.................................              $  69,890     $    --      $      --
                                                          ============== ============ ==============
Supplemental disclosure of noncash transactions:
  Equipment acquired under capital leases........             $3,221,769    $ 126,000      $     --
                                                          ============== ============ ==============

                       See accompanying notes to financial statements.
</TABLE>



                             THEGLOBE.COM, INC.

                       NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 AND 1997


(1)       ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) Description of Business

     theglobe.com, inc. (the "Company") was incorporated on May 1, 1995
(inception) and commenced operations on that date. theglobe.com is an
online community with members and users in the United States and abroad.
theglobe.com's users are able to personalize their online experience by
publishing their own content and interacting with others having similar
interests. The Company's primary revenue source is the sale of advertising,
with additional revenues generated through electronic commerce
arrangements, development fees and the sale of membership service fees for
enhanced services.

     The Company's business is characterized by rapid technological change,
new product development and evolving industry standards. Inherent in the
Company's business are various risks and uncertainties, including its
limited operating history, unproven business model and the limited history
of commerce on the Internet. The Company's success may depend in part upon
the emergence of the Internet as a communications medium, prospective
product development efforts and the acceptance of the Company's solutions
by the marketplace.

     (b) Initial Public Offerings

     On November 13, 1998, the Company completed an initial public offering
and concurrent offering directly to certain investors in which it sold
3,481,667 shares of Common Stock, including 381,667 shares in connection
with the exercise of the underwriters' over-allotment option, at $9.00 per
share. Upon the closing of the offerings, all of the Company's preferred
stock, par value $0.001 per share (the "Preferred Stock") automatically
converted into an aggregate of 5,473,735 shares of Common Stock. Net
proceeds from the offerings, after underwriting and placement agent fees of
$2.0 million and offering costs of $2.0 million were $27.3 million.

     (c) Use of Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those
estimates.

     (d) Cash and Cash Equivalents

     The Company considers all highly liquid securities with original
maturities of three months or less to be cash equivalents. Cash equivalents
at December 31, 1998 were approximately $2,955,044 and at December 31, 1997
were approximately $3,997,000, which consisted of corporate bonds and
mutual funds.

     (e) Short-term Investments

     Short-term investments are classified as available-for-sale and are
available to support current operations or to take advantage of other
investment opportunities. These investments are corporate bonds, commercial
paper and corporate bond funds which are stated at their estimated fair
value based upon publicly available market quotes. Unrealized gains and
losses are computed on the basis of specific identification and are
included in stockholders' equity. Realized gains, realized losses and
declines in value, judged to be other-than-temporary, are included in other
income. There were no material gross realized gains or losses from sales of
securities in the periods presented. The costs of securities sold are based
on the specific-identification method and interest earned is included in
interest income. As of December 31, 1998, the Company had gross unrealized
losses of $50,006 from its short-term investments. As of December 31, 1997,
the Company had gross unrealized losses of $41,678 and gross unrealized
gains of $477 from its short-term investments.

     (f) Property and Equipment

     Property and equipment is stated at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the
related assets, generally ranging from three to five years. Equipment under
capital leases is stated at the present value of minimum lease payments and
is amortized using the straight-line method over the shorter of the lease
term or the estimated useful lives of the assets.

     (g) Restricted Investments

     At December 31, 1998, restricted investments included security
deposits held in certificates of deposit and other interest bearing
accounts as collateral for certain capital lease equipment and office space
leases.

     (h) Impairment of Long-Lived Assets

     The Company reviews its long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of assets to be held and used
is measured by a comparison of the carrying amount of an asset to future
net cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceeds the fair
value of the assets. To date, no such impairment has been recorded.

     (i) Income Taxes

     The Company accounts for income taxes using the asset and liability
method. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases for operating loss and tax
credit carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in results of operations in the period that the tax change
occurs. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized.

     (j) Revenue Recognition

     The Company's revenues are derived principally from the sale of banner
advertisements under short-term contracts. To date, the duration of the
Company's advertising commitments has generally averaged from one to three
months. Advertising revenues are recognized ratably in the period in which
the advertisement is displayed, provided that no significant Company
obligations remain and collection of the resulting receivable is probable.
Company obligations typically include the guarantee of a minimum number of
"impressions" or times that an advertisement appears in pages viewed by the
users of the Company's online properties.

     The Company also derived other revenues from its membership service
fees, electronic commerce revenue shares and sponsorship placements within
the Company's site. Membership service fees are deferred and recognized
ratably over the term of the subscription period. Revenues from the
Company's share of proceeds from its electronic commerce partner's sales
are recognized upon notification from its partners of sales attributable to
the Company's site. The Company also earns additional revenue on
sponsorship contracts for fees relating to the design, coordination, and
integration of the customer's content and links. These development fees are
recognized as revenue once the related activities have been performed.
Other revenues accounted for 11% of revenues for the year ended December
31, 1998, 23% for 1997 and 5% for 1996.

     The Company trades advertisements on its web properties in exchange
for advertisements on the Internet sites of other companies. Barter
revenues and expenses are recorded at the fair market value of services
provided or received, whichever is more determinable in the circumstances.
Revenue from barter transactions is recognized as income when
advertisements are delivered on the Company's web properties. Barter
expense is recognized when the Company's advertisements are run on other
companies' web sites, which is typically in the same period when the barter
revenue is recognized. Barter revenues and expenses were approximately
$103,000 for the year ended December 31, 1998, $166,500 for 1997 and $-0-
for 1996.

     (k) Product Development

     Product development expenses include professional fees, staff costs
and related expenses associated with the development, testing and upgrades
to the Company's web site as well as expenses related to its editorial
content and community management and support. Product development costs and
enhancements to existing products are charged to operations as incurred. To
date, completion of a working model of the Company's products and general
release have substantially coincided. As a result, the Company has not
capitalized any software development costs since such costs have not been
significant.

     (l) Advertising

     Advertising costs are expensed as incurred. Advertising costs totaling
$7.3 million for the year ended December 31, 1998, $1,057,606 for 1997 and
$202,986 for 1996, are included in sales and marketing expenses in the
Company's statements of operations.

     (m) Stock-Based Compensation

     The Company has adopted Statement of Financial Accounting Standard
("SFAS") No. 123, Accounting for Stock-Based Compensation, which permits
entities to recognize as expense over the vesting period the fair value of
all stock-based awards on the date of grant. Alternatively, SFAS No. 123
allows entities to continue to apply the provisions of Accounting Principle
Board ("APB") Opinion No. 25 and provide pro forma net earnings disclosures
for employee stock option grants if the fair-value-based method defined in
SFAS No. 123 had been applied. The Company has elected to continue to apply
the provisions of APB Opinion No. 25 and provide the pro forma disclosure
provisions of SFAS No. 123.

     (n) Net Loss Per Common Share

     The Company adopted SFAS No. 128, "Computation of Earnings Per Share,"
during the year ended December 31, 1997. In accordance with SFAS No. 128
and the SEC Staff Accounting Bulletin No. 98, basic earnings per share are
computed using the weighted average number of common shares outstanding
during the period. Common equivalent shares consist of the incremental
common shares issuable upon the conversion of the Convertible Preferred
Stock (using the if-converted method) and shares issuable upon the exercise
of stock options and warrants (using the Treasury Stock method); common
equivalent shares are excluded from the calculation if their effect is
anti-dilutive. Pursuant to SEC Staff Accounting Bulletin No. 98, common
stock and convertible preferred stock issued for nominal consideration,
prior to the anticipated effective date of an IPO, are required to be
included in the calculation of basic and diluted net loss per share, as if
they were outstanding for all periods presented. To date, the Company has
not had any issuances or grants for nominal consideration.

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

     Diluted net loss per common share for the year ended December 31,
1998, 1997 and 1996 does not include the effects of options to purchase
1,415,121, 721,979 and 342,049 shares of common stock, respectively;
2,023,009, 1,761,366 and -0- common stock warrants, respectively; and -0-,
4,953,327 and 1,379,970 shares of convertible preferred stock on an "as if"
converted basis, respectively.

     (o) Fair Value of Financial Instruments

     The carrying amount of certain of the Company's financial instruments,
including cash, short-term investment, accounts receivable, accounts
payable and accrued expenses, approximate fair value because of their short
maturities. The carrying amount of the Company's capital lease obligations
approximate the fair value of such instruments based upon the implicit
interest rate of the leases.

     (p) Recent Accounting Pronouncements

     In June 1997, the Financial Accounting Standards Board (the "FASB")
issued SFAS No. 130, "Reporting Comprehensive Income." This statement
establishes standards for the reporting and display of comprehensive income
and its components in a full set of general purpose financial statements.
Comprehensive income generally represents all changes in shareholders'
equity during the period except those resulting from investments by, or
distributions to, shareholders. SFAS No. 130 is effective for fiscal years
beginning after December 15, 1997 and requires restatement of earlier
periods presented. We adopted SFAS 130 as of December 31, 1997 and have
presented comprehensive income for all periods presented in the Statement
of Shareholders' Equity.

     In June 1997, the FASB issued SFAS No. 131, "Disclosures About
Segments of and Enterprise and Related Information." SFAS No. 131
establishes standards for the way that a public enterprise reports
information about operating segments in annual financial statements, and
requires that those enterprises report selected information about operating
segments in interim financial reports issued to shareholders. SFAS No. 131
is effective for fiscal years beginning after December 15, 1997 and
requires statement of earlier periods presented. The Company has determined
that it does not have any separately reporting business segments.

     In March 1998, the AICPA issued SOP 98-1, "Accounting for the Costs of
Corporate Software Developed or Obtained for Internal Use", which
establishes guidelines for the accounting for the costs of all computer
software developed or obtained for internal use. We adopted SOP 98-1
effective for the year ended December 31, 1998. The adoption of SOP 98-1 is
not expected to have a material impact on our financial statements.

     In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including derivative
instruments embedded in other contracts, and for hedging activities. SFAS
No. 133 is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. This statement does not apply to the Company as the
Company currently does not have any derivative instruments or hedging
activities.

     (q) Stock Split

     In May 1996, the Company authorized and implemented a ten-for-one
common stock split. In August 1997, the Company authorized and implemented
an additional ten-for-one preferred stock split. In September 1998, the
Company authorized a one-for-two reverse stock split of all common and
preferred stock. All share and per share information in the accompanying
financial statements has been retroactively restated to reflect the effect
of the stock splits and the reverse stock split.


(2)       CONCENTRATION OF CREDIT RISK

     Financial instruments which subject the Company to concentrations of
credit risk consist primarily of cash and cash equivalents, short-term
investments and trade accounts receivable. The Company invests its cash and
cash equivalents among a diverse group of issuers and instruments. The
Company performs periodic evaluations of these investments. From time to
time, the Company's cash balances with any one financial institution may
exceed Federal Deposit Insurance Corporation insurance limits.

     The Company's customers are concentrated in the United States. The
Company performs ongoing credit evaluations of its customers' financial
condition and generally does not require collateral and establishes an
allowance for doubtful accounts based upon factors surrounding the credit
risk of customers, historical trends and other information; to date, such
losses have been within management's expectations.

     For the year ended December 31, 1998, there were no customers that
accounted for over 10% of revenues generated by the Company, or of accounts
receivable at December 31, 1998.

     For the year ended December 31, 1997, there were no customers that
accounted for over 10% of revenues generated by the Company or of accounts
receivable at December 31, 1997.

     For the year ended December 31, 1996, one customer accounted for
approximately 71% of total revenues generated by the Company and 90% of
accounts receivable at December 31, 1996.


(3)       PROPERTY AND EQUIPMENT

     Property and equipment consist of the following:
<TABLE>
<CAPTION>

                                                                   DECEMBER 31,   DECEMBER 31,
                                                                       1998           1997
                                                                   ------------   ------------
<S>                                                                <C>             <C> 
Computer equipment, including assets under capital leases of
  $3,305,598, and $126,000, respectively........................    $4,298,702      $ 421,164
Furniture and fixtures, including assets under capital leases of
  $42,171, and $-0-, respectively...............................        88,819         14,230
                                                                    ----------      ---------
                                                                     4,387,521        435,394
Less accumulated depreciation and amortization, including
  amounts related to assets under capital leases of $460,988 and
  $-0-, respectively............................................       824,962        109,552
                                                                    ----------      ---------
    Total.......................................................    $3,562,559      $ 325,842
                                                                    ==========      =========
</TABLE>


(4)       INCOME TAXES

     Income taxes for the year ended December 31, 1998 and 1997 are based
solely on state and local taxes on business and investment capital. The
Company did not incur any income taxes for the year ended December 31,
1996.

     The difference between the provision for income taxes computed at the
statutory rate and the reported amount of tax expense (benefit)
attributable to income before income taxes for the years ended December 31,
1998, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>

                                                          1998            1997           1996
                                                       -----------     -----------     ----------
<S>                                                    <C>             <C>             <C>       
Tax benefit at statutory rates...................      $(5,588,353)    $(1,218,695)    $(257,781)
Increase (reduction) in income taxes resulting
  from:
    State and local income taxes, net of Federal
      income tax benefit.........................       (1,665,150)       (458,817)     (45,131)
    Meals and entertainment......................           13,521           3,266          268
    Other, net...................................          (44,324)             --           --
    Valuation allowance adjustment...............        7,363,224       1,710,346      302,644
                                                         ---------       ---------      -------
                                                         $  78,918       $  36,100    $      --
                                                         =========       =========      =======
</TABLE>

     The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
December 31, 1998 and 1997 are presented below.

                                                        1998           1997
                                                   
Deferred tax assets:
    Net operating loss carryforwards...........   $13,411,724      $2,018,635
    Allowance for doubtful accounts............       138,063           5,520
    Depreciation...............................       (27,600)             --
    Issuance of warrants.......................       630,315              --
    Deferred compensation......................        45,090          14,773
    Other......................................        96,600              --
                                                  -----------      ----------
        Total gross deferred tax assets........    14,294,192       2,038,928
Less valuation allowance.......................   (14,294,192)     (2,038,928)
                                                  -----------      ----------
        Net deferred tax assets................   $        --      $      --
                                                  ===========      ==========

     Because of the Company's lack of earnings history, the deferred tax
assets have been fully offset by a valuation allowance. The valuation
allowance for deferred tax assets as of December 31, 1998 was $14,294,192
and as of December 31, 1997 was $2,038,928. The net change in the total
valuation allowance for the year ended December 31, 1998 was $12,255,264
and $1,710,346 for 1997. In assessing the realizability of deferred tax
assets, management considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those
temporary differences become deductible. Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable income and
tax planning strategies in making this assessment. Of the total valuation
allowance of $14,294,192, subsequently recognized tax benefits, if any, in
the amount of $4,892,040 will be applied directly to contributed capital.

     At December 31, 1998, the Company had net operating loss carryforwards
available for federal and state income tax purposes of $29.2 million. These
carryforwards expire through 2018 for federal purposes and state purposes.

     Under Section 382 of the Internal Revenue Code of 1986, as amended
(the "Code"), the utilization of net operating loss carryforwards may be
limited under the change in stock ownership rules of the Code. As a result
of ownership changes which occurred in August 1997, the Company's operating
tax loss carryforwards and tax credit carryforwards are subject to these
limitations.


(5)       CAPITALIZATION

     Authorized Shares

     In July 1998, the Company amended and restated its certificate of
incorporation. As a result, the total number of shares which the Company is
authorized to issue is 103,000,000 shares: 100,000,000 of these shares are
Common Stock, each having a par value of $0.001; and 3,000,000 shares are
Preferred Stock, each having a par value of $0.001.

     Common Stock

     The Company issued 199,083 and 29,271 shares of Common Stock in
connection with the exercise of certain stock options in 1998 and 1997,
respectively. In November 1998, the Company issued 3,481,667 shares of
Common Stock in connection with its initial public offering and concurrent
offering. Upon consummation of the offerings, all of the Company's
outstanding Preferred Stock was converted into 5,473,735 shares of Common
Stock.

     Convertible Preferred Stock

     As of December 31, 1997, the Company had five series of Convertible
Preferred Stock (collectively "Preferred Stock") authorized and of which
only four of the series were outstanding. The holders of the various series
of Preferred Stock generally have the same rights and privileges. Each
class of the Company's Preferred Stock is convertible into Common Stock, as
defined below, and has rights and preferences which are generally more
senior to the Company's Common Stock and are more fully described in the
Company's amended and restated certificate of incorporation.

     In 1996, the Company completed a private placement of 221,250 shares
of Series C Preferred Stock at $4.00 per share for an aggregate price of
approximately $885,000, paid in cash.

     In April 1997, the Company amended the Series C Preferred Stock
agreement in order to extend the above private placement of Series C
Preferred Stock to April 15, 1997. In connection with this private
placement, the Company issued an additional 70,000 shares of Series C
Preferred Stock at $4.00 per share for an aggregate price of $280,000 in
1997.

     In August 1997, the Company authorized and issued 25.5 shares of
Series D Preferred Stock for an aggregate cash amount of $20,000,000 in
connection with the investment by Dancing Bear Investments, Inc., an entity
controlled by the Chairman, which holds a majority interest in the Company.
These shares constituted 51% of the fully diluted capital stock of the
Company at the time of exercise, as defined. In addition to the Series D
Preferred Stock, Dancing Bear Investments, Inc. also received warrants
which provided the right to purchase up to 5 shares of Series E Preferred
Stock representing 10% of the fully diluted capital stock of the Company at
the time of exercise for an aggregate purchase price of $5,882,353, if
exercised in total. In connection with the Dancing Bear investment, two
officers and shareholders of the Company received $500,000 each as signing
bonuses in connection with their employment agreements. Such amounts were
accrued for at that time and were subsequently paid in the first quarter of
1998.

     The conversion rate of the Series A, B and C Preferred Stock, as
defined in the original private placement agreements was the quotient
obtained by dividing the applicable series' original issue price by the
applicable series' conversion price. The original issue price and
conversion price was $0.20 per share for Series A, $1.05 per share for
Series B and $4 per share for Series C, as determined by negotiations among
the parties. Each share of Series D and E Preferred Stock was convertible
into an amount of common representing 1% of the fully diluted capital
stock, as defined in the original private placement agreement. Such
conversion features were determined by negotiations among the parties.

     In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Company, as defined, on a pari passu basis, an amount
equal to $0.20 per share for Series A, $1.05 per share for Series B, $4 per
share for Series C, $784,314 per share for Series D and $1,176,471 per
share for Series E, would be paid out of the assets of the Company
available for distribution before any such payments would be made on any
shares of the Company's common shares or any other capital stock of the
Company other than the Preferred Stock, plus any declared but unpaid
dividends.

     Upon consummation of the offerings, all of the Company's outstanding
Preferred Stock was converted into 5,473,735 shares of Common Stock.

     The following table summarizes the Convertible Preferred Stock
authorized, issued and outstanding and liquidation preferences:
<TABLE>
<CAPTION>

                                                     PREFERRED SHARES              EQUIVALENT SHARES OF
                                                  ISSUED AND OUTSTANDING                COMMON STOCK
                                        --------------------------------------- --------------------------
                                           SHARES
                                         AUTHORIZED      1998          1997          1998       1997
                                        ------------ ------------ ------------- ------------ -------------

<S>                                       <C>          <C>           <C>          <C>           <C>    
Series A...........................       1,165,990          --        582,995           --      582,995
Series B...........................       1,151,450          --        575,725           --      575,725
Series C...........................         582,500          --        291,250           --      291,250
Series D...........................              51          --             25.5         --    3,503,357
Series E...........................              10          --             --    2,023,009    1,761,366
                                        ------------ ------------ ------------- ------------ -------------
                                          2,900,001          --      1,449,995.5  2,023,009    6,714,693
                                        ============ ============ ============= ============ =============
</TABLE>

<TABLE>
<CAPTION>

                                                     LIQUIDATION
                                                      PREFERENCE     LIQUIDATION PREFERENCE
                                                         PER      ---------------------------
                                                        SHARE          1998          1997
                                                     ------------ ------------- -------------
<S>                                                 <C>            <C>           <C>       
Series A.........................................   $        0.20         --        116,599
Series B.........................................   $        1.05         --        604,511
Series C.........................................   $        4.00         --      1,165,000
Series D.........................................   $  784,313.72         --     20,000,000
Series E.........................................   $1,176,470.60         --             --
                                                     ------------ ------------- -------------
                                                                          --     21,886,110
                                                                  ============= =============
</TABLE>

     The number of common shares that the outstanding Series E Warrants are
convertible into upon exercise became fixed as a result of the consummation
of the offerings at 2,023,009 shares. These warrants are immediately
exercisable at approximately $2.91 per share.


(6)       NON-RECURRING CHARGE

     The Company recorded a non-cash, non-recurring charge of $1,370,250 to
earnings in the third quarter of 1998 in connection with the transfer of
Series E Warrants to acquire 225,000 shares of Common Stock by Dancing Bear
Investments, Inc. (the Company's principal shareholder at the date of
transfer) to certain officers of the Company, at an exercise price of
approximately $2.91 per share. The Company accounted for such transaction
as if it were a compensatory plan adopted by the Company. Accordingly, such
amount was recorded as a non-cash, non-recurring compensation expense in
the Company's statement of operation for services provided by such officers
to the Company with an offsetting increase to additional paid-in capital.
The amount of such non-cash charge was based on the difference between the
fair market value at the time of the transfer ($9 per share) and the
exercise price per warrant of approximately $2.91 per share.


(7)       STOCK OPTION PLAN

     During 1995, the Company established the 1995 Stock Option Plan, which
was amended (the "Amended Plan") by the Board of Directors in December
1996. Under the Amended Plan, the Board of Directors may issue incentive
stock options or nonqualified stock options to purchase up to 666,000
common shares. Incentive stock options must be granted at the fair market
value of the Company's Common Stock at the date the option is issued.

     Nonqualified stock options may be granted to officers, directors,
other employees, consultants and advisors of the Company. The option price
for nonqualified stock options shall be at least 85% of the fair market
value of the Company's Common Stock. The granted options under the amended
plan shall be for periods not to exceed ten years. Incentive options
granted to stockholders who own greater than 10% of the total combined
voting power of all classes of stock of the Company must be issued at 110%
of the fair market value of the stock on the date the options are granted.

     In connection with the Dancing Bear Investments investment, the
Company reserved an additional 125,000 shares of its common stock for
issuance upon the exercise of options to be granted in the future under the
Amended Plan.

     In July 1998, the Company's 1998 Stock Option Plan (the "1998 Plan")
was adopted by the Board of Directors and approved by the stockholders of
the Company. The 1998 Plan authorized the issuance of 1,200,000 shares of
Common Stock, subject to adjustment as provided in the 1998 Plan. The 1998
Plan provides for the grant of "incentive stock options" intended to
qualify under Section 422 of the Code and stock options which do not so
qualify. The granting of incentive stock options is subject to limitation
as set forth in the 1998 Plan. Directors, officers, employees and
consultants of the Company and its subsidiaries are eligible to receive
grants under the 1998 Plan.

     The per share weighted-average fair value of stock options granted
during 1998, 1997 and 1996 was $8.03, $0.32 and $0.16, respectively, on the
date of grant using the option-pricing method with the following
weighted-average assumptions: 1996--risk-free interest rate 6.18%, and an
expected life of two years; 1997--risk-free interest rate 6.00%, and an
expected life of three years; 1998--risk-free interest rate 5.00%, and an
expected life of four years, and a volatility of 150%. As permitted under
the provisions of SFAS No. 123, and based on the historical lack of a
public market for the Company's units, no factor for volatility has been
reflected in the option pricing calculation for 1997 and 1996.

     The Company applies APB Opinion No. 25 in accounting for its Plan and,
accordingly, compensation cost of $65,887, $28,115 and $4,000 has been
recognized for its stock options granted below fair market value in 1998,
1997 and 1996, respectively, in the accompanying financial statements.

     Stock option activity during the periods indicated is as follows:

                                                                    WEIGHTED
                                                       OPTIONS      AVERAGE
                                                       GRANTED   EXERCISE PRICE
                                                    ------------ --------------
Outstanding at December 31, 1995.................       175,000        $0.02
Granted..........................................       167,049        $0.12
Exercised........................................           --
Canceled.........................................           --
                                                     ------------ 
Outstanding at December 31, 1996.................       342,049        $0.06
Granted..........................................       411,701        $0.74
Exercised........................................       (29,271)       $0.16
Canceled.........................................        (2,500)       $0.82
                                                     ------------ 
Outstanding at December 31, 1997.................       721,979        $0.44
Granted..........................................       917,550        $9.02
Exercised........................................      (202,583)       $1.26
Canceled.........................................       (21,825)       $0.78
                                                     ------------ 
Outstanding at December 31, 1998.................     1,415,121        $5.85
                                                     ============ 
Vested at December 31, 1997........................      397,983
                                                     ============ 
Vested at December 31, 1998........................      347,173
                                                     ============ 
Options available at December 31, 1997.............       39,751
                                                     ============ 
Options available at December 31, 1998.............      344,025
                                                     ============ 

     The following table summarizes information about stock options
outstanding at December 31, 1998:

<TABLE>
<CAPTION>

                                OPTIONS OUTSTANDING                   OPTIONS EXERCISABLE
                    ------------------------------------------ ------------------------------
                                     WEIGHTED
                                     AVERAGE       WEIGHTED                       WEIGHTED
                                    REMAINING      AVERAGE                        AVERAGE
  RANGE OF             NUMBER      CONTRACTUAL     EXERCISE        NUMBER         EXERISE
EXERCISE PRICE       OUTSTANDING       LIFE         PRICE        OUTSTANDING       PRICE
------------------- ------------- ------------- -------------- --------------- ---------------
<S>                    <C>          <C>            <C>             <C>             <C>   
$0.02-$0.105            136,431      6.9 years      $ 0.04          120,486         $ 0.03
$0.40-$0.70             327,840      8.4            $ 0.67          163,137         $ 0.67
$0.82-$2.78             109,550      9.0            $ 1.66           26,050         $ 0.82
$4.60-$9.00             819,050      9.6            $ 8.80           37,500         $ 9.00
$27.44-$40.44            22,250      9.9            $30.22               --         $ 0.00
                    -------------                              --------------- 
                      1,415,121                                     347,173
                    =============                              =============== 
</TABLE>


     At December 31, 1998, the range of exercise prices and
weighted-average remaining contractual life of outstanding options was
$0.02--$40.44 and 9.03 years, respectively.

     The Company applies APB No. 25 in accounting for its stock options
granted to employees and accordingly, no compensation expense has been
recognized in the financial statements (except for those options issued
with exercise prices less than fair market value at date of grant). Had the
Company determined compensation expense based on the fair value at the
grant date for its stock options issued to employees under SFAS No. 123,
the Company's net loss would have been adjusted to the pro forma amounts
indicated below:

<TABLE>
<CAPTION>

                                                           1998         1997        1996
                                                           ----         ----        ----
<S>                                                     <C>          <C>          <C>      
Net loss--as reported.............................      $16,045,640  $3,584,400   $ 750,180
                                                        ===========  ==========   =========
Net loss--pro forma...............................      $21,289,917  $3,621,373   $ 756,135
                                                        ===========  ==========   =========
Basic net loss per common share--as reported......      $  (6.74)     $  (3.13)   $  (0.67)
                                                        ===========  ==========   =========
Basic net loss per common share--pro forma........      $  (8.94)     $  (3.16)   $  (0.67)
                                                        ===========  ==========   =========
</TABLE>


(8)       COMMITMENTS

     (a) Office Leases

     The Company leases several facilities under noncancelable leases for
varying periods through 2014.

     Rent expense for the operating leases was $424,494, $81,157 and
$26,181 for the years ended December 31, 1998, 1997 and 1996, respectively.

     Future minimum payments under the various office operating leases are
as follows:

YEAR  ENDED DECEMBER 31,                                       AMOUNT
------------------------                                  --------------
1999.................................................       $1,642,791
2000.................................................        1,645,080
2001.................................................        1,548,246
2002.................................................        1,361,579
2003.................................................        1,361,579
Thereafter...........................................       16,068,980
                                                           -----------
        Total minimum lease payments.................      $23,628,255
                                                           ===========

     (b) Equipment Leases

     The Company's lease obligations are collateralized by CDs and interest
bearing accounts at December 31, 1998. Future minimum lease payments under
noncancellable operating leases (with initial or remaining lease terms in
excess of one year) and future minimum capital lease obligations as of
December 31, 1998 are:

<TABLE>
<CAPTION>

                                                                      CAPITAL   OPERATING
YEAR  ENDING DECEMBER 31,                                             LEASES      LEASES
-------------------------                                          ----------- ------------
<S>                                                                 <C>         <C>

1999............................................................    $1,353,905   $  25,158
2000............................................................     1,316,604      13,073
2001............................................................       936,191       9,060
2002............................................................        19,992       7,567
2003............................................................         1,666          --
                                                                   ----------- ------------
        Total minimum lease payments............................    $3,628,358   $  54,858
                                                                   =========== ============
Less amount representing interest (at rates ranging from 11% to
  16.8%)........................................................       595,906
                                                                   ----------- 
Present value of minimum capital lease payments.................     3,032,452 
                                                                   ----------- 
Less current installments of obligation under capital leases....     1,026,728 
                                                                   ----------- 
Obligations under capital leases, excluding current installments    $2,005,724
                                                                   =========== 
</TABLE>

(c) Employment Agreements

     The Company maintains employment agreements expiring in 2001 and 2002,
with four executive officers of the Company. The employment agreements
provide for minimum salary levels, incentive compensation and severance
benefits, among other items.


(9)       RELATED PARTY TRANSACTIONS

     Certain officers and directors of the Company also serve as officers
and directors of Dancing Bear Investments, Inc.

     The Company has entered into an electronic commerce contract with
Republic Industries, Inc. ("Republic"), an entity affiliated with a
Director of the Company, pursuant to which the Company has granted a right
of first negotiation with respect to the exclusive right to engage in or
conduct an automotive "clubsite" on theglobe.com web site through
AutoNation, a subsidiary of Republic. Additionally, Republic has agreed to
purchase advertising from the Company for a three-year period at a price
which will be adjusted to match any more favorable advertising price quoted
to a third party by the Company, excluding certain short-term advertising
rates. In addition, the Company has entered into an electronic commerce
arrangement with InteleTravel, an entity controlled by the Chairman of the
Company, whereby the Company developed a web community for InteleTravel in
order for its travel agents to conduct business through theglobe.com in
exchange for access to InteleTravel customers for distribution of the
Company's products and services. The Company believes that the terms of the
foregoing arrangements are on comparable terms as if they were entered into
with unaffiliated third parties. As of December 31, 1998, the Company
received $83,300 and $265,000 from Republic and InteleTravel, respectively,
in connection with these arrangements.


STOCKHOLDERS' AGREEMENT

     The Chairman, the Co-Chief Executive Officers, a Vice President and a
Director of the Company and Dancing Bear Investments, Inc. (an entity
controlled by the Chairman) entered into a Stockholders' Agreement (the
"Stockholders' Agreement") pursuant to which the Chairman and Dancing Bear
Investments, Inc. or certain entities controlled by the Chairman and
certain permitted transferees (the "Chairman Group") will agree to vote for
certain nominees of the Co-Chief Executive Officers or certain entities
controlled by the Co-Chief Executive Officers and certain permitted
transferees (the "Co-Chief Executive Officer Groups") to the Board of
Directors and the Co-Chief Executive Officer Groups will agree to vote for
the Chairman Group's nominees to the Board, who will represent up to five
members of the Board. Additionally, pursuant to the terms of the
Stockholders' Agreement, the Co-Chief Executive Officers, a Vice President
and a Director have granted an irrevocable proxy to Dancing Bear
Investments, Inc. with respect to any shares that may be acquired by them
pursuant to the exercise of outstanding Warrants transferred to each of
them by Dancing Bear Investments, Inc. Such shares will be voted by Dancing
Bear Investments, Inc., which is controlled by the Chairman, and will be
subject to a right of first refusal in favor of Dancing Bear Investments,
Inc. upon certain private transfers. The Stockholders' Agreement also
provides that if the Chairman Group sells shares of Common Stock and
Warrants representing 25% or more of the Company's outstanding Common Stock
(including the Warrants) in any private sale after the Offerings, the
Co-Chief Executive Officer Groups, a Vice President and a Director of the
Company will be required to sell up to the same percentage of their shares
as the Chairman Group sells. If either the Chairman Group sells shares of
Common Stock or Warrants representing 25% or more of the Company's
outstanding Common Stock (including the Warrants) or the Co-Chief Executive
Officer Groups sell shares or Warrants representing 7% or more of the
shares and Warrants of the Company in any private sale after the Offerings,
each other party to the Stockholders' Agreement, including entities
controlled by them and their permitted transferees, may, at their option,
sell up to the same percentage of their shares.


(10)      SUBSEQUENT EVENTS

     On February 1, 1999, theglobe.com formed Nirvana Acquisition Corp.
("Merger Sub"), a Washington corporation and a wholly-owned subsidiary of
theglobe.com. Merger Sub was merged with and into factorymall.com inc., a
Washington corporation d/b/a Azazz ("factorymall"), with factorymall as the
surviving corporation. The merger was effected pursuant to the Agreement
and Plan of Merger, dated February 1, 1999, by and among theglobe.com,
Merger Sub, and factorymall and certain shareholders thereof. As a result
of the Merger, factorymall became a wholly-owned subsidiary of
theglobe.com. factorymall operates Azazz, a leading interactive department
store.

     The consideration payable by theglobe.com in connection with the
merger consists of 307,000 newly issued shares of common stock, par value
$0.001, of theglobe.com. In addition, options to purchase shares of
factorymall's common stock, without par value, were exchanged for options
to purchase approximately 41,017 shares of theglobe.com Common Stock.
Warrants to purchase shares of factorymall Common Stock were exchanged for
warrants to purchase approximately 9,405 shares of theglobe.com Common
Stock. theglobe.com also assumed certain bonus obligations of factorymall
triggered in connection with the Merger which will result in the issuance
by theglobe.com of approximately 36,864 shares of theglobe.com Common Stock
and payment by theglobe.com of approximately $451,232 in cash. The Company
also incurred expenses of approximately $694,300 related to the Merger.

     The total purchase price for this transaction was $22,776,549. The
difference between the fair market value of factorymall's assets and the
purchase price will be accounted for as goodwill and will be amortized over
three years.

     The Company's Employee Stock Purchase Plan ("ESPP") was adopted by the
Board of Directors in February 1999. The ESPP will provide eligible
employees of the Company the opportunity to apply a portion of their
compensation to the purchase of shares of the Company at a 15% discount.
Two hundred thousand (200,000) shares of authorized but unissued Company
common stock will be reserved for issuance under the ESPP. The ESPP is
subject to stockholder approval.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING AND
          FINANCIAL DISCLOSURE

     None.




                                  PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information called for by Part III, Item 10, regarding the
Registrant's directors is included in the Company's Proxy Statement
relating to the Company's annual meeting of stockholders to be held in May
1999, and is incorporated herein by reference. The information appears in
the Proxy Statement under the caption "Election of Directors." The Proxy
Statement will be filed within 120 days of December 31, 1998, the Company's
year end.

ITEM 11.  EXECUTIVE COMPENSATION

     Information called for by Part III, Item 11, is included in the
Company's Proxy Statement relating to the Company's annual meeting of
stockholders to be held in May 1999, and is incorporated herein by
reference. The information appears in the Proxy Statement under the caption
"Executive Compensation." The Proxy Statement will be filed within 120 days
of December 31, 1998, the Company's year end.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information called for by Part III, Item 12, is included in the
Company's Proxy Statement relating to the Company's annual meeting of
stockholders to be held in May 1999, and is incorporated herein by
reference. The information appears in the Proxy Statement under the caption
"Beneficial Ownership of Shares." The Proxy Statement will be filed within
120 days of December 31, 1998, the Company's year end.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information regarding the Company's relationships and related
transactions is available under "Certain Transactions" in the Company's
Proxy Statement relating to the Company's annual meeting of stockholders to
be held in May 1999, and is incorporated herein by reference. The Proxy
Statement will be filed within 120 days of December 31, 1998, the Company's
year end.




                                  PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


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

     (1)  Financial Statements: See Index to Financial Statements at Item 8
          on page 38 of this report.

     (2)  Financial Statement Schedule: See Index to Financial Statements
          at Item 8 on page 38 of this report.


(a)(3)    EXHIBITS

     The following Exhibits are attached hereto and incorporated herein by
reference:

          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**

          3.1       Form of Fourth Amended and Restated Certificate of
                    Incorporation of the Company*

          3.2       Form of By-Laws of the Company*

          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*

          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

          4.3       Registration Rights Agreement, dated as of September 1,
                    1998

          4.4       Specimen certificate representing shares of Common
                    Stock of the Company*

          4.5       Amended and Restated Warrant to Acquire Shares of
                    Common Stock*

          4.6       Form of Rights Agreement, by and between the Company
                    and American Stock Transfer & Trust Company as Rights
                    Agent*

          4.7       Registration Rights Agreement among the Company and
                    certain equity holders of the Company, dated February
                    1, 1999

          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

          10.1      Employment Agreement dated August 13, 1997, by and
                    between the Company and Todd V. Krizelman*

          10.2      Employment Agreement dated August 13, 1997, by and
                    between the Company and Stephan J. Paternot*

          10.3      Employment Agreement dated July 13, 1998, by and
                    between the Company and Francis T. Joyce*

          10.4      Form of Indemnification Agreement between the Company
                    and each of its Directors and Executive Officers*

          10.5      Lease Agreement dated January 14, 1997 between the
                    Company and Fifth Avenue West Associates L.P.*

          10.6      Lease Agreement dated January 12, 1999 between the
                    Company and Broadpine Realty Holding Company, Inc.

          10.7      1998 Stock Option Plan

          10.8      1995 Stock Option Plan*

          10.9      D.A.R.T. Service Agreement dated April 15, 1997*+

          10.10     Amendment dated as of May 1, 1998, to original D.A.R.T.
                    Service Agreement dated April 15, 1997*+

          10.11     License Agreement between the Company and Engage
                    Technologies, Inc. dated October 31, 1998. ++

          10.12     Employment Agreement dated August 31, 1998, by and
                    between the Company and Dean Daniels*

          10.13     Agreement between the Company, Republic Industries,
                    Inc., and Michael S. Egan, dated August 12, 1998,
                    regarding the conduct of automotive clubsites on
                    theglobe.com*+

          10.14     Data Center Space Lease between Telehouse International
                    Corporation of America and the Company, dated August
                    24, 1998*

          10.15     Travel Services Alliance Agreement between the Company
                    and Lowestfare.com, dated as of September 15, 1998*+

          10.16     Form of Employee Stock Purchase Plan

          11.1      Computation of Loss Per Share

          23.1      Consent of KPMG LLP

          23.2      Consent of ABC Interactive*

          27.1      Financial Data Schedule

          99.1      Valuation and Qualifying Accounts


(b)       REPORTS ON FORM 8-K

     No reports on Form 8-K were filed or required to be filed for the last
quarter of the fiscal year.




------------------------------
*    Incorporated by reference from our registration statement on Form S-1
     (Registration No.333-59751).
**   Incorporated by reference from our report on Form 8-K filed on
     February 16, 1999.
+    Confidential treatment granted as to parts of this document.
++   Confidential treatment requested.




                                 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:  March 29, 1999

                              theglobe.com, inc.

                              By /s/ Todd V. Krizelman
                                -------------------------------------------
                                TODD V. KRIZELMAN
                                CO-CHIEF EXECUTIVE OFFICER AND CO-PRESIDENT


     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 March,
1999.

            /s/ Michael S. Egan         Chairman
          -------------------------
             MICHAEL S. EGAN


           /s/ Todd V. Krizelman        Co-Chief Executive Officer, 
          -------------------------     Co-President and Director
             TODD V. KRIZELMAN


           /s/ Stephan J. Paternot      Co-Chief Executive Officer, Co-
          -------------------------     President, Secretary and Director
             STEPHAN J. PATERNOT


              /s/ Francis T. J          Vice President and Chief Financial
          -------------------------     Officer (Chief Accounting Officer)
             FRANCIS T. JOYCE


            /s/ Edward A. Cespedes      Vice President of Corporate
          -------------------------     Development and Director
             EDWARD A CESPEDES


            /s/ Rosalie V. Arthur       Director
          -------------------------
             ROSALIE V. ARTHUR


          _________________________     Director
             HENRY C. DUQUES


           /s/ Robert M. Halperin       Director
          -------------------------
             ROBERT M. HALPERIN


          _________________________     Director
             DAVID A. HOROWITZ


          _________________________     Director
             H. WAYNE HUIZENGA