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, 2001         COMMISSION FILE NO.: 0-25053

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

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

        2 PENN PLAZA, SUITE 1500
           NEW YORK, NEW YORK                               10121
(Address of principal executive offices)                  (Zip Code)


                                 (212) 292-5667
              (Registrant's telephone number, including area code)

        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  (Sec.229.405  of this chapter) is not contained herein, and
will  not  be  contained,  to  the best of registrant's knowledge, in definitive
proxy  or  information  statements incorporated by reference in Part III of this
Form  10-K  or  any  amendment  to  this  Form  10-K  [X].

The  number  of  shares  outstanding of the Registrant's Common Stock, $.001 par
value  (the  "Common  Stock")  as  of  March  20,  2002  was  31,081,574.

Aggregate  market value of the voting Common Stock held by non-affiliates of the
registrant  as  of  the  close  of  business  on  March  20,  2002:  $1,864,894.

                       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 2002
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.


<PAGE>
<TABLE>
<CAPTION>
                                          THEGLOBE.COM, INC.
                                   2001 ANNUAL REPORT ON FORM 10-K
                                          TABLE OF CONTENTS


<S>         <C>                                                                                    <C>
PART I
Item 1.     Business
Item 2.     Properties
Item 3.     Legal Proceedings
Item 4.     Submission of Matters to a Vote of Security Holders

PART II

Item 5.     Market for Registrant's Common Equity and Related Stockholder Matters
Item 6.     Selected Consolidated Financial Data
Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk
Item 8.     Consolidated Financial Statements and Supplementary Data
Item 9.     Changes in and Disagreements with Accountants and Accounting and Financial Disclosure

PART III

Item 10.    Directors and Executive Officers of the Registrant
Item 11.    Executive Compensation
Item 12.    Security Ownership of Certain Beneficial Owners and Management
Item 13.    Certain Relationships and Related Transactions

PART IV

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

SIGNATURES
</TABLE>


                                        2
<PAGE>
                                     PART I
ITEM 1.     BUSINESS

OVERVIEW

theglobe.com, inc. (the "Company" or "theglobe") was incorporated on May 1, 1995
(inception)  and  commenced operations on that date.  theglobe.com was an online
property with registered members and users in the United States and abroad which
allowed its users to personalize their online experience by publishing their own
content  and  interacting with others having similar interests.  However, due to
the continuing decline in the advertising market, the Company was forced to take
additional  cost-reduction and restructuring initiatives, which included closing
www.theglobe.com  effective  August  15,  2001.  The  Company  then  began  to
aggressively  seek  buyers  for  some or all of its remaining online and offline
properties,  which  consisted primarily of games-related properties.  In October
2001,  the  Company  sold  all  of  the assets used in connection with the Games
Domain and Console Domain websites to British Telecommunications plc, and all of
the assets used in connection with the Kids Domain website to Kaboose Inc.  (See
Note  4  of  notes  to  consolidated  financial  statements  -  Dispositions).

As  of  December  31, 2001, the Company continued to operate its Computer Games
print  magazine  and  the  associated  website  Computer  Games  Online
(www.cgonline.com),  as well as the games distribution business of Chips & Bits,
------------------
Inc.  (www.chipsbits.com).  Also  as of December 31, 2001, the Company continued
to  host its Happy Puppy website for game downloads only, but with no associated
sales staff or editorial staff, for purposes of finding a buyer for the site and
preserving the Happy Puppy brand.  In February 2002, the Company sold all of the
assets  used  in  connection  with  the  Happy  Puppy  website  to Internet Game
Distribution, LLC   (See Note 16 of notes to consolidated financial statements -
Subsequent  Events).  As of December 31, 2001, the Company continued to actively
explore  a number of strategic alternatives for its remaining online and offline
game  properties,  including  selling  some  or  all  of these properties and/or
entering  into new or different lines of business, which may include investments
in  real  estate.

As  of December 31, 2001, the Company's revenue sources are principally from the
sale  of  print  advertising  in  its Computer Games magazine; the sale of video
games  and  related  products through Chips & Bits, Inc., its games distribution
business;  the  sale  of  its  Computer  Games  magazine  through newsstands and
subscriptions;  and  the  limited  sales  of  online  advertising.

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

BUSINESS  STRATEGY

Due  to  the  continuing  decline  in the advertising market, in August 2001 the
Company  was  forced  to  take  significant  additional  cost-reduction  and
restructuring  initiatives,  which  included  closing  its  community
(www.theglobe.com)  and  small-business Web-hosting (www.webjump.com) businesses
                -                                    ---------------
effective  August 15, 2001.  The Company also began to actively explore a number
of  strategic alternatives for its game properties and to identify and implement
internal  actions  to  improve  the  Company's  liquidity and operations.  These
alternatives  include  selling assets or entering into new or different lines of
business,  which  may include investments in real estate.   In October 2001, the
Company  sold  all  of  the  assets used in connection with the Games Domain and
Console Domain websites to British Telecommunications plc, and all of the assets
used  in connection with the Kids Domain website to Kaboose Inc.  (See Note 4 of
notes  to  consolidated  financial  statements  -  Dispositions).


                                        3
<PAGE>
As  of  December 31, 2001, the Company continued to actively explore a number of
strategic  alternatives  for  its  remaining online and offline game properties,
including  selling  some  or all of these properties and/or entering into new or
different  lines  of  business,  which  may  include investments in real estate.
Computer  Games  print magazine and the associated website Computer Games Online
(www.cgonline.com),  the  games  distribution  business  of  Chips  & Bits, Inc.
-----------------
(www.chipsbits.com), and the Happy Puppy website.  In February 2002, the Company
-----------------
sold  all  of  the  assets  used  in  connection with the Happy Puppy website to
Internet  Game Distribution, LLC (See Note 16 of notes to consolidated financial
statements  -  Subsequent  Events).

As  of  December  31, 2001 and while the Company seeks buyers for some or all of
these  remaining  properties,  Computer  Games  magazine  and Chips & Bits, Inc.
remain fully staffed and fully operational.  The Company may determine to retain
one  or  both  businesses  in  connection  with  its  future  operations.

Chips  &  Bits,  Inc. is a games distribution business that covers all the major
game  platforms  available  and  attracts  customers  in  the  United States and
worldwide.  Chips  &  Bits,  Inc.  continues  to  pursue  a  strategy  of  cost
containment,  affiliations, keyword search, and technology enhancements in order
to  grow the business in pursuit of profitability.  Chips & Bits, Inc. continues
to  work  with referring partners on the Internet as well as with Amazon.com and
Yahoo,  Inc.  in  order  to increase its business and develop a growing customer
base.

Computer  Games  Magazine  continues  to  pursue  a  strategy of increasing paid
circulation  while  containing  costs.  As  computer  games  become increasingly
mainstream  demand  for games information has increased accordingly and Computer
Games  Magazine  intends  to  participate  in this increasing consumer demand by
providing  superior,  broad-based editorial content and high-quality production.
PRODUCTS  AND  SERVICES
theglobe.com  was  an  online  property with registered members and users in the
United  States  and  abroad  which allowed its users to personalize their online
experience  by  publishing  their own content and interacting with others having
similar  interests.  However,  due  to the continuing decline in the advertising
market,  the  Company  was  forced  to  take  additional  cost-reduction  and
restructuring  initiatives,  which  included  closing  www.theglobe.com  website
                                                       ----------------
effective  August 15, 2001.  In October 2001, the Company sold all of the assets
used  in connection with the Games Domain and Console Domain websites to British
Telecommunications  plc,  and all of the assets used in connection with the Kids
Domain  website  to  Kaboose  Inc.

As  of  December  31,  2001, the Company continued to operate its Computer Games
print  magazine  and  the  associated  website  Computer  Games  Online
(www.cgonline.com),  as well as the games distribution business of Chips & Bits,
                --
Inc.  (www.chipsbits.com).  Also  as of December 31, 2001, the Company continued
to  host its Happy Puppy website for game downloads only, but with no associated
sales staff or editorial staff, for purposes of finding a buyer for the site and
preserving the Happy Puppy brand.  In February 2002, the Company sold all of the
assets  used  in  connection  with  the  Happy  Puppy  website  to Internet Game
Distribution, LLC   (See Note 16 of notes to consolidated financial statements -
Subsequent  Events).  As of December 31, 2001, the Company continued to actively
explore  a number of strategic alternatives for its remaining online and offline
game  properties,  including  selling  some  or  all  of these properties and/or
entering  into new or different lines of business, which may include investments
in  real  estate.

COMPUTER GAMES MAGAZINE.  Computer Games Magazine, which the Company acquired in
February  2000, is one of the most widely respected consumer print magazines for
gamers  today.

     -    As  a  leading  consumer  print  publication for games, Computer Games
          magazine  boasts:  an average paid circulation of 374,000 for the year
          2001  (Source:  BPA  International)  and  a  reputation  for  being  a
          reliable,  trusted,  and engaging games magazine; more editorial, tips
          and  cheats  than  most  other  similar  magazines;  a highly-educated
          editorial  staff  providing increased editorial integrity and content;
          and,  broad-based editorial coverage, appealing to the widest, largest
          audience  of  gamers.

     -    One  of  the  most  popular  features  of  Computer  Games is a CD ROM
          containing  game  demos, which comes bundled monthly with the magazine
          in  all  newsstand  editions  and  a  portion  of  copies  mailed  to
          subscribers.


                                        4
<PAGE>
COMPUTER GAMES ONLINE.  Computer Games Online (www.cdmag.com), which the Company
                                               -------------
acquired in February 2000, is the online counterpart to Computer Games magazine.
Computer Games Online is a leading source of free games news and information for
the  sophisticated  gamer,  featuring  news,  reviews and previews, along with a
powerful  Web-wide  search  engine.

     -    Features  of  Computer  Games  Online  include:  a  constant stream of
          accurate  game industry news; truthful, hard-hitting, concise reviews;
          insightful  hands-on  previews; first looks, tips and cheats; multiple
          content  links;  thousands  of  archived  files;  discussion  forums
          supporting  all  genres  of  PCs;  and,  easy  access  to game buying.

CHIPS  &  BITS.  Chips & Bits (www.chipsbits.com), which the Company acquired in
                               -----------------
February  2000,  is a games distribution business that attracts customers in the
United  States  and worldwide.  Chips & Bits covers all the major game platforms
available,  including  Macintosh,  Window-based  PCs,  Sony  PlayStation,  Sony
PlayStation2, Microsoft's Xbox, Nintendo 64, Game Boy, and Sega Dreamcast, among
others.

HAPPY  PUPPY.  Happy  Puppy  (www.happypuppy.com), which the Company acquired in
                              ------------------
April  1999,  and  which  was  the  first-ever  commercial game site on the Web,
delivers  free,  objective and edgy editorial content online, covering all games
platforms.

     -    Happy  Puppy  was updated daily until August 2001 when the Company was
          forced  to  layoff  almost  all  remaining  staff due to the continued
          decline  in  the  online advertising market. Prior to August 2001, the
          site  offered  its  users  free  downloads  and information including:
          commercial  software  reviews,  downloadable  programs,  game  cheats,
          Web-based  games,  and  feature  articles.

ADVERTISING  CUSTOMERS

We continue to attract leading advertisers to our Computer Games print magazine,
which is a widely respected consumer print magazines for gamers.  We believe our
ability  to  continue  to  attract leading advertisers is a direct result of our
average  paid  circulation  of  374,000  for  the  year  2001  (Source:  BPA
International)  and  a  reputation  for  being a reliable, trusted, and engaging
games  magazine;  more  editorial,  tips  and  cheats  than  most  other similar
magazines;  a  highly-educated  editorial  staff  providing  increased editorial
integrity  and  content;  and,  broad-based editorial coverage, appealing to the
widest,  largest  audience  of  gamers.

Prior to August 2001 when we were forced to layoff all national sales staff (who
sold  online  space  and  began  cross-selling print space) due to the continued
decline  in  the  advertising market, we had also attracted mass-market consumer
product  companies  and  technology-related  businesses  to  advertise  on  our
websites.  We continue to employ a sales staff of two (2) people specializing in
selling  magazine  space  to  games  companies,  while  working  at expanding to
consumer  and  technology  advertisers.

In  2001,  no  single  advertiser accounted for more than 10% of total revenues.
For  the  twelve  months ended December 31, 2001, over 200 clients advertised on
our  sites  and  in  our  Computer  Games  magazine.

ADVERTISING  SALES  STAFF

In  August  2001, we were forced to layoff almost all remaining staff due to the
continued  decline  in the advertising market.  As a result, we have an internal
advertising  sales  staff of two (2) professionals as of December 31, 2001, both
of  whom  are dedicated to selling advertising space in our Computer Games print
magazine,  and to a lesser extent on our Computer Games Online website, which is
the online counterpart to Computer Games magazine.  These professionals focus on
developing  long-term  strategic  relationships  with  clients  as  they  sell
advertisements  in  our Computer Games print magazine and its online counterpart
Computer  Games  Online.  A  significant  portion  of  our  sales  personnel's
compensation  is  commission  based.


                                        5
<PAGE>
MARKETING  AND  PROMOTIONS

In  2001,  we  committed  approximately $5.1 million to offline and online media
advertising.  Substantially  all of these dollars were committed prior to August
2001, when we closed our community business as part of aggressive cost-reduction
and  restructuring  initiatives  necessitated  by the decline in the advertising
market.  Our  marketing  efforts  were  focused  on:

     -    Increasing  awareness  and  interest  in  the Internet and advertising
          industries  in  support  of our distribution/licensing and advertising
          sales  efforts;
     -    Attracting  and  retaining  highly  targeted traffic to our individual
          websites;  and,
     -    Promoting  our  games  information  network, games.theglobe.com, at E3
          (Electronic Entertainment Expo), the largest interactive entertainment
          tradeshow  of  the  year.

TECHNOLOGY

Through  August 31, 2001, our data processing systems and servers were hosted at
the  New  York  Teleport  in  Staten  Island, New York.  In conjunction with our
cost-reduction  and  restructuring  initiatives  implemented  in August 2001, we
discontinued  the  use  of  these  servers on August 31, 2001 and we now use New
Jersey  based  outsourced  facilities  to  host  our  remaining  live web sites.

COMPETITION

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

We believe our Chips & Bits games distribution business faces competition from a
variety  of  competitors,  including:

     -    Mall  stores  such  as  Gamestop  and  Electronics  Boutique
     -    Discount  chains  such  as  Wal-Mart  and  Target
     -    Electronics  Chains  such  as  Best  Buy  and  CompUSA
     -    Office  stores  such  as  Staples
     -    Online  stores  such  as  EBWorld
     -    Direct  online  games,  which  bypass  traditional  sales  venues

The  market situation continues to be a challenge for Chips & Bits due to recent
advances in console and online games, which have lower margins and traditionally
less  sales  loyalty to Chips & Bits.  Chips & Bits depends on major releases in
the  Personal  Computer  (PC) market for the majority of sales and profits.  The
game  industry's  focus  on  X-Box,  Playstation  and  GameCube has dramatically
reduced the number of major PC releases.  Because of the large installed base of
personal  computers,  it  is felt that this is a temporary phenomenon.  However,
Chips  &  Bits  has no knowledge as to when there will be a turnaround in the PC
game  market.

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

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


                                        6
<PAGE>
In  addition,  many  companies  involved in the games market may be acquired by,
receive  investments  from,  or enter into commercial relationships with larger,
well-established  and  well-financed  companies.  As  a  result  of  this highly
fragmented  and  competitive  market,  consolidations and strategic ventures may
continue  in  the  future.

INTELLECTUAL  PROPERTY  AND  PROPRIETARY  RIGHTS

We  regard  substantial  elements  of  our Websites 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.  THEGLOBE.COM  and  THEGLOBE.COM  logo  are  registered  in the
United  States  and  many international jurisdictions.  The HAPPY PUPPY mark and
logo  are registered in the United States, and enjoy international protection as
well.

Effective trademark, service mark, copyright, patent and trade secret protection
may  not  be available in every country in which our services are made available
through  the Internet.  Policing unauthorized use of our proprietary information
is  difficult.  Existing  or  future  trademarks or service marks applied for or
registered  by  other  parties and which are similar to ours may prevent us from
expanding  the  use  of  our trademarks and service marks into other areas.  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:

     -    online  content;
     -    privacy;
     -    Internet  taxation;
     -    liability  for  information  retrieved  from  or  transmitted over the
          Internet;
     -    domain  names;  and,
     -    jurisdiction.

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

     ONLINE  CONTENT

General  Restrictions  on  Transmitting  Indecent  and Obscene Content.  Several
federal  and  state  statutes generally prohibit the transmission of indecent or
obscene  information  and  content,  including sexually explicit information and
content.  The  constitutionality  of  some  of these statutes 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 imposing
criminal penalties for transmitting indecent and patently offensive content were
unconstitutional.  Many  other  provisions  of  the  Communications Decency Act,
however,  including those relating to obscenity, remain in effect.  For example,
on  April  19, 1999, the Supreme Court summarily affirmed a lower court decision
holding  that selected parts of the Communications Decency Act imposing criminal
penalties  for  transmitting indecent comments or images with an intent to annoy
was  constitutional,  as  long  as  those  comments or images were also obscene.


                                        7
<PAGE>
Restrictions  on  Transmitting  Indecent  and  Obscene Content to Minors.  Other
federal and state statutes specifically prohibit transmission of certain content
to  minors.  The  Child  Online  Protection Act requires websites 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.  In 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.  On June
22,  2000,  United  States  Court  of Appeals for the Third Circuit affirmed the
lower  court  ruling.  The  decision  of  the United States Supreme Court, which
heard  argument  of  the case on November 28, 2001, is pending.  A similar state
statute in New Mexico has been found unconstitutional by the Tenth Circuit Court
of  Appeals.

Consumer  Fraud  and  Advertising.  Some  states  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.

     PRIVACY

Various  laws  and  regulations  have  been  enacted or adopted in regard to the
collection,  use,  and  disclosure  of personally identifiable information.  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  website visitors' personal
information.

Federal  Privacy  Bills.  Numerous  bills relating to consumer privacy have been
introduced  in  Congress.  We  cannot  predict the exact form of any legislation
that  the  Congress  might  enact.  Accordingly,  we  cannot assure you that our
current  practices  will  comply  with  any  legislative  scheme  that  Congress
ultimately adopts or that we will not have to make significant changes to comply
with  such  laws.

FTC Enforcement Activity.  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,  the  FTC may assert that information practices may be inherently
deceptive  or  unfair, regardless of whether the entity has publicly adopted any
privacy  policies.

The  FTC  has  conducted  investigations into the privacy practices of companies
that  collect  information  on  the Internet.  In several instances, the FTC has
entered  into  consent  orders with such companies in regard to their collection
and  use  of  personally identifiable information.  On January 22, 2001, the FTC
completed  an  investigation of the advertising and data collection practices of
DoubleClick,  Inc.,  a  leading  provider of Internet-based advertising services
from whom we license our advertising management system.  DoubleClick has advised
the  FTC  that  it  would make a number of modifications intended to enhance the
effectiveness  of its privacy policy.  DoubleClick has also disclosed that it is
the  subject  of  inquiries  involving  the  attorneys general of several states
relating  to  its  collection,  maintenance  and  sharing  of  information about
Internet  users  and  its  disclosure  about  those  practices  to  users.

We  cannot  assure  you  that  the  FTC's activities, or the activities of other
regulatory  authorities,  in  this area will not adversely affect our ability to
collect  demographic and personal information from website visitors, which could
have an adverse effect on our ability to attract advertisers.  This could have a
material  adverse  effect  on  us.

Voluntary  Self-Regulation.  Some  industry  groups and other organizations have
proposed,  or  are  in  the  process  of  proposing, various voluntary standards
regarding  the  treatment  of  data  collected  over  the Internet.  Our website
privacy  policies  set forth, among other things, the personal information being
collected,  how  it  will  be  used,  and with whom it may be shared.  We cannot
assure  you  that  the  adoption  of  voluntary  standards  will  preclude  any
legislative  or  administrative  body  from taking governmental action regarding
Internet  privacy.


                                        8
<PAGE>
European  Union  Directive  on Data Protection.  At the international level, the
European  Union  has  adopted  a  directive that requires EU member countries to
impose  restrictions  on  the  collection and use of personal data.  Among other
provisions,  the  directive  generally  requires member countries to prevent the
transfer of personally identifiable data to countries that do not offer adequate
privacy  protections.  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, the
United  States  Department  of  Commerce,  in  coordination  with  the  European
Commission,  developed  safe  harbor  principles  that  address  notice, choice,
access,  security, and compliance, among other matters.  Organizations that come
within  the  safe harbor are presumed by the EU to maintain an adequate level of
privacy  protection  and  may  receive  personal  data  transfers from EU member
countries.  A  company  that wishes to qualify under the safe harbor must notify
the  Department  of  Commerce,  which began maintaining a list of companies that
adhere  to  the  safe  harbor  principles  on  November 1, 2000.  Relatively few
companies have made a decision to take such action, which is voluntary.  We have
not  elected  to  qualify  under  the  safe  harbor.

We  continue  to  review  our  privacy  policies  and  practices in light of the
directive  and  the safe harbor.  We cannot assure you that US and EU activities
in  this  area  will not adversely affect our ability to collect demographic and
personal  information  from website visitors, which could have an adverse effect
on  our  ability  to  attract  advertisers.  This  could have a material adverse
effect  on  us.

     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  (ITFA)  was  signed  into  law,  placing a
moratorium  until  October 2001, on state and local taxes on Internet access and
on multiple or discriminatory taxes on electronic commerce. In November 2001 the
moratorium  established  by  the  ITFA  was  extended  until  November  1, 2003.
However,  this  moratorium  does  not apply to existing state or local laws.  We
cannot  assure  you  that  future  laws  imposing  taxes or other impositions on
Internet commerce would not substantially impair the growth of Internet commerce
and  as  a  result  materially  adversely  affect our business.  In addition, we
cannot  assure  you  that  foreign  countries  will  not  seek  to  tax Internet
transactions.

     LIABILITY  FOR INFORMATION RETRIEVED FROM OR TRANSMITTED OVER THE INTERNET

Liability  issues  relating  to  information  retrieved  or transmitted over the
Internet  include  claims  for  copyright or trademark infringement, defamation,
unsolicited electronic mail, negligence, or other claims based on the nature and
content  of  these  materials.

Defamation.  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.

Revenue  Sharing.  We sell products directly to consumers and we also enter into
agreements  with  commerce  and service 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.  Some of our
agreements  with  these  parties  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.


                                        9
<PAGE>
Third-party  Content.  Materials may be downloaded and publicly distributed over
the  Internet  by  the  Internet services operated or facilitated by us.  Future
legislation  or  regulations  or court decisions may hold us liable for listings
and  other content accessible through our website, including through hyperlinks,
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  websites operated by third parties, we are liable for
copyright  or  trademark  infringement  or other wrongful actions by these third
parties.  If  any material on our website 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.  Future  legislation  or regulation in the area of liability for
information  received  from  or transmitted over the Internet could decrease the
growth  of  Internet  use.  These  factors  could  decrease  the  demand for our
services.  We  may  also  incur significant costs in investigating and defending
against  these  claims.

     DOMAIN  NAMES

Domain  names  have  been the subject of significant trademark litigation in the
United  States.  The  current  system  for  registering, allocating and managing
domain  names  has  been  the  subject of litigation and is currently subject to
regulatory  reform.

We  have  registered  several  domain  names,  including:  "theglobe.com,"
"globeclubs.com,"  "azazz.com,"  "attitude.net,"  "cgonline.com,"  "tglo.com,"
"happypuppy.com"  and "cdmag.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.  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

Due  to  the  global reach of the Internet the governments of various states and
foreign  countries  have  attempted to regulate Internet activity and may assert
that  their  laws  and  regulations  are  applicable  to our transmissions.  Our
facilities  are  located primarily in New York and Vermont.  Until October 2001,
we  owned  websites  based  in  the  United  Kingdom.  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,  2001,  we  had approximately 40 full-time employees.  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

In  August 2001, we terminated our lease for our 47,000 square foot headquarters
facility  located  in  New  York  City  and  relocated  our  headquarters  to  a
significantly  smaller  temporary  facility  in  New  York City.  As a result of
terminating  this  lease,  in  October  2001 restricted cash of $1.5 million was
released  and  became available.  We maintain approximately 9,000 square feet of
office  space  in  two  separate  locations  in  Vermont  in connection with our
Computer  Games magazine and Chips & Bits, Inc. operations.  One of these leases
is  on  a  month-to-month basis and the other expires in September 2005.  In May
2001, we terminated our lease for our sales office in San Francisco, California,
in  conjunction  with  the  closure  of  that  office.

ITEM 3.     LEGAL PROCEEDINGS

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


                                       10
<PAGE>
On  February  14,  2001,  Mohammed  Poonja, Chapter 11 Trustee for the estate of
Infonent.com,  Inc.  (the "Trustee"), served an Amended Complaint on the Company
and  Jump  Acquisition,  LLC ("Jump").  The Amended Complaint asserts claims for
violation  of  the  automatic stay provision, 11 U.S.C. Sec. 362, as a result of
the  Company's  exercise  of its contractual right to terminate the registration
statement  for Infonent.com, Inc.'s shares in the Company pursuant to a November
30,  1999  Registration  Rights  Agreement between the Company and Infonent.com,
Inc.;  breach  of  contract for the Company's and Jump's alleged failure to make
certain  earn-out  payments  to Infonent.com, Inc. in connection with a November
30, 1999 purchase agreement (the "Agreement"); breach of the implied covenant of
good faith and fair dealing in connection with the Agreement; fraud; negligence;
breach  of  contract;  and breach of the implied covenant of good faith and fair
dealing  for  its  alleged  delay  in  registering  newly-issued  shares  of the
Company's  common  stock  in  connection with the Registration Rights Agreement.
The  Amended Complaint sought $9,524,859 in damages, plus interest, compensatory
damages  on  the  automatic stay cause of action, costs and disbursements of the
action, and attorneys' fees.  The Company filed an Answer on May 2, 2001 denying
the  allegations  made  in the Amended Complaint.  The Trustee has withdrawn its
claim  for  violation of the Automatic Stay by the Company.  In August 2001, the
Company  executed  a  Settlement  Agreement with the trustee for Infonent.com in
which  the  trustee  agreed  to  dismiss  all  claims in return for a payment of
$175,000  by  the  Company.

On  and  after  August 3, 2001 and as of the date of this filing, the Company is
aware that six putative shareholder class action lawsuits were filed against the
Company,  certain  of its current and former officers and directors, and several
investment  banks  that  were  the  underwriters of the Company's initial public
offering.  The  lawsuits  were filed in the United States District Court for the
Southern District of New York. The lawsuits purport to be class actions filed on
behalf of purchasers of the stock of the Company during the period from November
12,  1998  through  December  6,  2000.  Plaintiffs  allege that the underwriter
defendants  agreed to allocate stock in the Company's initial public offering to
certain  investors  in  exchange  for  excessive and undisclosed commissions and
agreements  by  those  investors  to  make  additional purchases of stock in the
aftermarket at pre-determined prices.  Plaintiffs allege that the Prospectus for
the  Company's initial public offering was false and misleading and in violation
of  the  securities  laws  because  it  did  not disclose these arrangements. On
December 5, 2001, an amended complaint was filed in one of the actions, alleging
the  same conduct described above in connection with both the Company's November
23,  1998  initial public offering and its May 19, 1999 secondary offering.  The
actions  seek damages in an unspecified amount.  The Company and its current and
former  officers  and  directors  intend  to  vigorously defend the actions. The
complaints  have  been  consolidated  into  a  single action, entitled Kofsky v.
theglobe.com,  inc.  et al., Case No. 01 Civ. 7247.  The Company is not required
to  respond  to  Plaintiffs'  claims  before  a consolidated complaint is filed.
However,  due  to the inherent uncertainties of litigation, we cannot accurately
predict the ultimate outcome of the litigation.  Any unfavorable outcome of this
litigation  could  have  a  material  adverse  impact on our business, financial
condition  and  results  of  operations.

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

No  matters  were  submitted  to  our  stockholders' for a vote during the three
months  ended  December  31,  2001.


                                       11
<PAGE>
                                     PART II

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

MARKET  INFORMATION

The  shares of our Common Stock were delisted from the Nasdaq national market in
April  2001  and  now  trade  in the over-the-counter market on what is commonly
referred  to  as  the  electronic bulletin board, under the symbol "TGLO.OB" The
following table sets forth the range of high and low closing sales prices of our
common  stock  for  the periods indicated as reported by the NASDAQ stock market
(prior  to  April 2001) and the over-the-counter market (the electronic bulletin
board)  (after  April  2001):

<TABLE>
<CAPTION>
                    2001          2000
                ------------  ------------
                High    Low   High    Low
                -----  -----  -----  -----
<S>             <C>    <C>    <C>    <C>
Fourth Quarter  $0.08  $0.03  $0.94  $0.13
Third Quarter   $0.23  $0.01  $2.66  $0.72
Second Quarter  $0.34  $0.13  $6.44  $1.31
First Quarter   $0.88  $0.05  $8.50  $5.75
</TABLE>

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  OF  COMMON  STOCK

We had approximately 440 holders of record of Common Stock as of March 20, 2002.
This  does  not reflect persons or entities that hold Common Stock in nominee or
"street"  name  through  various  brokerage  firms.

DIVIDENDS

We  have not paid any cash dividends on our Common Stock since our inception and
do  not  intend  to  pay  dividends  in  the  foreseeable  future.  Our board of
directors  will  determine  if  we  pay  any  future  dividends.


                                       12
<PAGE>
ITEM 6.     SELECTED CONSOLIDATED FINANCIAL DATA

The  selected  consolidated  financial  data  with  respect  to our consolidated
balance  sheets  as  of  December 31, 2001 and 2000 and the related consolidated
statements  of  operations for the years ended December 31, 2001, 2000, and 1999
have  been  derived from our audited consolidated financial statements which are
included  herein  and have been prepared assuming that the Company will continue
as  a  going  concern.  As  discussed  in  Note  1 to the consolidated financial
statements,  the  Company  has  suffered  recurring losses from operations since
inception  that raise substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to this matter are also described in Note
1.  The  consolidated  financial  statements do not include any adjustments that
might  result  from  the  outcome of this uncertainty. The selected consolidated
financial  data  with  respect to our consolidated balance sheets as of December
31,  1999,  1998, and 1997 and the related consolidated statements of operations
for  the  years  ended  December  31,  1998  and 1997 have been derived from our
audited  consolidated  financial statements, which are not included herein.  The
following  selected  consolidated  financial  data should be read in conjunction
with  the  consolidated  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>

                                                           YEAR ENDED DECEMBER 31,
                                         -----------------------------------------------------
                                           2001        2000       1999       1998       1997
                                         ---------  ----------  ---------  ---------  --------
                                                  (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                      <C>        <C>         <C>        <C>        <C>
CONSOLIDATED STATEMENTS OF
  OPERATIONS DATA:
Revenues. . . . . . . . . . . . . . . .  $ 16,074   $  29,862   $ 18,641   $  5,510   $   770
Cost of revenues. . . . . . . . . . . .    12,145      19,080      8,548      2,136       257
                                         ---------  ----------  ---------  ---------  --------
Gross profit. . . . . . . . . . . . . .     3,929      10,782     10,093      3,374       513
Operating expenses:
  Sales and marketing . . . . . . . . .     9,755      23,917     19,352      9,402     1,415
  Product development . . . . . . . . .     3,811      10,242     10,488      2,633       154
  General and administrative. . . . . .     6,596      13,173     12,165      6,828     2,828
  Restructuring and impairment
   charges. . . . . . . . . . . . . . .    17,091      41,348          -          -         -
  Non-recurring charges . . . . . . . .         -           -          -      1,370         -
  Amortization of goodwill and
   intangible assets                        8,469      27,236     20,460          -         -
                                         ---------  ----------  ---------  ---------  --------
Total operating expenses. . . . . . . .    45,722     115,916     62,465     20,233     4,397
                                         ---------  ----------  ---------  ---------  --------
Loss from operations. . . . . . . . . .   (41,793)   (105,134)   (52,372)   (16,859)   (3,884)
Other income, net . . . . . . . . . . .     1,189       1,536      1,705        892       335
                                         ---------  ----------  ---------  ---------  --------
Loss before provision for income taxes
   and extraordinary item . . . . . . .   (40,604)   (103,598)   (50,667)   (15,967)   (3,549)
Provision for income taxes. . . . . . .        16         268        290         79        36
                                         ---------  ----------  ---------  ---------  --------
Loss before extraordinary item. . . . .   (40,620)   (103,866)   (50,957)   (16,046)   (3,585)
Extraordinary item-gain on early
   retirement of debt . . . . . . . . .         -           -      1,356          -         -
                                         ---------  ----------  ---------  ---------  --------
Net loss. . . . . . . . . . . . . . . .  $(40,620)  $(103,866)  $(49,601)  $(16,046)  $(3,585)
                                         =========  ==========  =========  =========  ========

Basic and diluted net loss per
  share (1):
  Loss before extraordinary item. . . .  $  (1.31)  $   (3.43)  $  (2.06)  $  (3.37)  $ (1.56)
  Extraordinary item-gain on early
    retirement of debt. . . . . . . . .         -           -       0.06          -         -
                                         ---------  ----------  ---------  ---------  --------
  Net loss. . . . . . . . . . . . . . .  $  (1.31)  $   (3.43)  $  (2.00)  $  (3.37)  $ (1.56)
                                         =========  ==========  =========  =========  ========
Weighted average shares outstanding
used in basic and diluted per share
calculation (1) . . . . . . . . . . . .    31,081      30,286     24,777      4,762     2,294
                                         =========  ==========  =========  =========  ========
<FN>
(1)  Weighted  average  shares  outstanding  do  not  include  any  common stock
     equivalents  because  the inclusion of those common stock equivalents would
     have  been anti-dilutive. See the consolidated financial statements and the
     related  notes  appearing elsewhere in this Form 10-K for the determination
     of  shares  used  in  computing  basic  and  diluted  net  loss  per share.
</TABLE>


                                       13
<PAGE>
<TABLE>
<CAPTION>
                                                         DECEMBER 31,
                                      --------------------------------------------------
                                       2001    2000         1999         1998     1997
                                      ------  -------  ---------------  -------  -------
                                                       (in thousands)
<S>                                   <C>     <C>      <C>              <C>      <C>
CONSOLIDATED BALANCE SHEETS DATA:
Cash and cash equivalents and short-
  term investments . . . . . . . . .  $2,614  $16,346  $        55,875  $30,149  $18,874
Working capital. . . . . . . . . . .   3,012   13,568           52,965   27,009   17,117
Total assets . . . . . . . . . . . .   5,973   54,531          138,843   38,130   19,462
Capital lease obligations, excluding
  current installments . . . . . . .       -      382            2,201    2,006       99
Total stockholders' equity . . . . .   3,262   43,946          126,909   30,301   17,352
</TABLE>


                                       14
<PAGE>
ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

FORWARD  LOOKING  STATEMENTS
----------------------------

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

OVERVIEW

As of December 31, 2001, we were a network of four wholly owned properties, each
of  which  specializes in the games business by delivering games information and
selling  games in the United States and abroad.  These properties are: our print
publication  Computer  Games  Magazine;  our  Computer  Games  Online  website
(www.cgonline.com),  which is the online counterpart to Computer Games Magazine;
-----------------
our  Chips & Bits, Inc. (www.chipsbits.com) games distribution company; and, our
                         -----------------
Happy  Puppy  website (www.happypuppy.com), which provides game reviews, cheats,
and  downloads  for users.  In February 2002, the Company sold all of the assets
used  in  connection with the Happy Puppy website to Internet Game Distribution,
LLC  (See  Note  16  of  notes to consolidated financial statements - Subsequent
Events).

Our revenues are derived principally from the sale of print advertisements under
short-term  contracts in our games information magazine Computer Games, which we
acquired  in February 2000; through the sale of video games and related products
through  our games distribution business Chips & Bits, Inc.; through the sale of
our  games  information  magazine  through newsstands and subscriptions; through
electronic  commerce revenue shares (representing our share of the proceeds from
our  e-commerce  partners'  sales);  and  through  limited  sale  of  online
advertisements,  which  includes  the  development  and  sale  of  sponsorship
placements  within  our  web sites (we earn revenue on sponsorship contracts for
fees  relating  to  the  design, coordination, and integration of the customer's
content  and  links).

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

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

In  December  1999,  we  acquired  the  web hosting assets of Webjump.com, a web
hosting property that primarily focuses on small businesses.  The total purchase
price  for this transaction was $13.0 million and was primarily comprised of 1.1
million  shares  of  newly  issued  Common  Stock.  An additional $12.5 million,
payable  in  newly  issued shares of Common Stock, was contingent based upon the
attainment  of  certain  performance  targets  measured as of November 30, 2000.
Management  determined that such targets were not achieved as of the measurement
date,  however,  on  February  14, 2001 the former shareholder group filed a law
suit  against  us claiming that they are entitled to $9.5 million related to the
above  mentioned targets. That lawsuit was settled by the Company for payment of
$175,000  in  August 2001.  See Part I - Item 3 - "Legal Proceedings" and Note 5
(d)  of  our  consolidated  financial  statements  for  additional  information.


                                       15
<PAGE>
In  February  2000,  we  acquired  Chips  &  Bits, Inc. and Strategy Plus, Inc.,
providers  of  online  and  offline  entertainment  content focused towards game
enthusiasts.  The  total  purchase  price for this transaction was approximately
$15.3  million and was comprised, in part, of 1.9 million newly issued shares of
Common  Stock.  An  additional  $1.25 million, payable in newly issued shares of
Common Stock, was contingent on the attainment of certain performance targets by
Chips  &  Bits,  Inc.  and  Strategy  Plus, Inc. During August 2001, the Company
settled  the  contingency resulting in no additional consideration being paid to
the  former  shareholders.

RESULTS  OF  OPERATIONS

YEAR  ENDED  DECEMBER  31,  2001  COMPARED  TO  YEAR  ENDED  DECEMBER  31,  2000

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

Revenues  decreased  to  $16.1  million  for the year ended December 31, 2001 as
compared  to  $29.9  million  for the year ended December 31, 2000.  Advertising
revenues  for  the  year  ended  December  31,  2001  were  $6.4  million, which
represented  40%  of  total  revenues.  Advertising  revenues for the year ended
December  31,  2000 were $19.5 million, which represented 65% of total revenues.
The decrease in advertising revenues was primarily attributable to a significant
industry-wide  decrease  in  the online advertising market, which is expected to
continue  through  at least the second quarter of 2002, and possibly through the
full-year 2002, and to a dramatic reduction in the Company's sales force as part
of  the August 2001 cost reduction and restructuring initiatives, which included
closing  of  www.theglobe.com  website  business.  Advertising  revenue from our
             ----------------
online  properties  decreased  to  $2.9  million for the year ended December 31,
2001,  compared  to  $15.0  million  for  the  year  ended  December  31,  2000.
Advertising  revenue  from  our  games  magazine, which was acquired in February
2000,  accounted  for  $3.5  million  and $4.5 million, of the total advertising
revenues  for  the  years  ended  December  31,  2001  and  December  31,  2000,
respectively.

Sales  of  merchandise  through  our  online  store  accounted  for 31% of total
revenues  for  the year ended December 31, 2001, or $5.1 million, as compared to
24%  for  the  year  ended December 31, 2000, or $7.2 million.  The decrease was
partially  attributable  to  recent  advances in console and online games, which
traditionally  have  less  sales  loyalty to our online store, and to a dramatic
reduction  in  the  number of major PC games releases, on which our online store
relies  for  the  majority  of  sales  and  profits.  In  order  to  realign our
e-commerce  operations to focus on video games and related products, the Company
elected  in  April  2000  to  shut  down  its  electronic commerce operations in
Seattle,  Washington,  which  it acquired in February 1999 (see Notes 3 and 4 to
the consolidated financial statements).  Sales of our games information magazine
through  newsstands  and  subscriptions  accounted for $4.7 million, or 29%, and
$3.2  million,  or  11%, of total revenues for the years ended December 31, 2001
and December 31, 2000, respectively.  We acquired our games information magazine
in  February  2000.  Price  increases  and  significant increases in circulation
account for the year-over-year increase. Barter advertising revenues represented
1%  of  total  revenues  for  the  year  ended December 31, 2001 and 4% of total
revenues  for  the  year  ended  December  31,  2000.

Cost  of  Revenues.  Cost  of revenues consists primarily of Internet connection
charges,  staff  and  related  costs  of  operations personnel, depreciation and
maintenance costs of website equipment, printing costs of our games magazine and
the  costs  of  merchandise sold and shipping fees in connection with our online
store.  Gross margins were 24% and 36% for the years ended December 31, 2001 and
December 31, 2000, respectively.  The year-to-year decrease in gross margins was
primarily  attributable  to  a  higher  concentration of electronic commerce and
print  advertising  sales  in  our  games  information  magazine,  both of which
traditionally  result  in  lower gross margins than online advertising revenues.

Sales and Marketing.  Sales and marketing expenses consist primarily of salaries
and  related expenses of sales and marketing personnel, commissions, advertising
and  marketing  costs,  public  relations  expenses,  promotional activities and
barter  expenses.  Sales  and  marketing expenses were $9.8 million for the year
ended December 31, 2001 as compared to $23.9 million for the year ended December
31,  2000.  The  year-to-year  decrease  in  sales  and  marketing  expense  was
attributable  to reduced personnel costs and decreased advertising costs.  As of
December  31,  2001,  we  have  an  internal  advertising sales staff of two (2)
professionals  as  of  December  31, 2001, both of whom are dedicated to selling
advertising  space  in our Computer Games print magazine, and to a lesser extent
on  our  Computer  Games  Online  website,  which  is  the online counterpart to
Computer  Games  magazine.  In  August 2001 we were forced to lay off almost all
our  national sales staff due to the continue decline in the advertising market.
As  of  December  31,  2001,  we  have  19  employees  employed in our sales and
marketing  department.


                                       16
<PAGE>
Product  Development.  Product development expenses include salaries and related
personnel  costs,  expenses  incurred  in  connection  with  the development of,
testing  of  and  upgrades  to  our websites and community management tools, and
editorial  and  content  costs.  Product  development expenses decreased to $3.8
million  for  the year ended December 31, 2001, as compared to $10.5 million for
the  year ended December 31, 2000.  The year-to-year decrease was related to our
restructuring  and  cost containment initiatives.  In August 2001 we were forced
to  lay off almost all our product development staff due to the continue decline
in  the  business. As of December 31, 2001, we have 12 employees employed in our
product  development  department.

General  and  Administrative  Expenses.  General  and  administrative  expenses
consist  primarily of salaries and related personnel costs for general corporate
functions  including  finance,  human  resources,  legal and facilities, outside
legal and professional fees, directors and officers insurance, bad debt expenses
and  general  corporate overhead costs. General and administrative expenses were
$6.6  million  for the year ended December 31, 2001 as compared to $13.2 million
for  the  year ended December 31, 2000.  The year-to-year decrease was primarily
attributable  to  decreased  salaries  and  personnel  costs  as a result of our
restructuring  and  cost containment initiatives.  In August 2001 we were forced
to  lay  off almost all our general and administration staff due to the continue
decline  in  the business. As of December 31, 2001, we have 8 employees employed
in  our  general  and  administration  department.

Restructuring  and  Impairment Charges.   For the years ended December 31, 2001,
and December 31, 2000, the Company recorded restructuring and impairment charges
of  $17.1  million  and  $41.3  million,  respectively.

Year  ended  December  31,  2001

In  the  second quarter of 2001, we announced cost-reduction initiatives.  These
initiatives  included  the elimination of 59 positions, or 31% of our workforce.
The  severance  benefits  of  $470,000  were paid in the second quarter of 2001.
Additionally,  we  closed our San Francisco office in May 2001 and an additional
$54,000  security  deposit  was  relinquished  as  settlement  to  terminate the
remaining  lease  obligation.

In  the  second  quarter of 2001, we recorded impairment charges of $4.5 million
related  to  the  servers  and  computers  used  for  serving  and  hosting
www.webjump.com  and  www.theglobe.com  as  a  result  of  management's  ongoing
              -       ----------------
business  review  and  impairment  analysis  performed under its existing policy
regarding  impairment  of  long-lived  assets.

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

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


                                       17
<PAGE>
Further, in the third quarter of 2001, we recorded additional impairment charges
of $4.2 million, of which $3.6 million related to Chips & Bits and Strategy Plus
and $0.6 million related to Attitude Network, Ltd. related to goodwill and other
intangible  assets,  as  a  result  of  management's ongoing business review and
impairment  analysis performed under its existing policy regarding impairment of
long-lived  assets.

In  the fourth quarter of 2001, severance benefits of $0.1 million were paid out
relating  to the cost cutting measures initiated in the third quarter 2001.  The
company  recorded  an  additional  impairment charge of $3.3 million in goodwill
related  to  Chips  &  Bits  and  Strategy  Plus  as  result  of  as a result of
management's ongoing business review and impairment analysis performed under its
existing  policy  regarding  impairment  of  long-lived  assets.

Where impairment indicators were identified, management determined the amount of
the  impairment  charge  by  comparing the carrying values of goodwill and other
long-lived  assets  to their fair values. Management determines fair value based
on  a  market approach, which during 2001, mainly included proposals for sale of
its  business  properties.  As a result, during management's quarterly review of
the  value  and  periods  of  amortization of both goodwill and other long-lived
assets,  it was determined that the carrying value of goodwill and certain other
tangible  and  intangible  assets  were  not  fully  recoverable.

During  2001,  our  revaluation  of  goodwill  and  intangible assets related to
Attitude  Network,  Ltd., Strategy Plus, Inc. and Chips & Bits, Inc. and certain
acquired  tangible assets such as the servers and computers used for serving and
hosting  our  various  websites  was  triggered  by  the continued and prolonged
decline  in  Internet  advertising throughout 2000 and 2001, which significantly
impacted  current  projected  advertising revenue generated from these web-based
properties  and  downturn in computer games e-commerce business and has resulted
in  declines  in operating and financial metrics over the past several quarters,
in  comparison  to  the  metrics  forecasted  at  the  time  of their respective
acquisitions.

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

As  of  December  31,  2001, the amount remaining in the Company's restructuring
accruals  recorded  in  2001  and  2000  was  $200,000  and  $0.

As  of  December 31, 2001, after giving effect to the fourth quarter of 2000 and
full-year  2001  impairment  charges  the total remaining amount of goodwill and
other intangible assets, net, is $0 for Attitude Networks, which was acquired in
April  1999,  and  $0  for Chips & Bits and Strategy Plus, which was acquired in
February  2000.  The  impairment  factors  evaluated by management may change in
subsequent  periods,  given  that  our  business  operates  in a highly volatile
business  environment.

Year ended December 31, 2000

In  the second quarter of 2000, we recorded a $15.6 million restructuring charge
as  a  result  of  a  strategic  decision  made  by  management to shut down our
electronic  commerce  operations  in Seattle, Washington in order to realign our
electronic  commerce  operations  to focus on the direct sale of video games and
related  products  as well as revenue share relationships with third parties who
are  interested  in  reaching  our  targeted audiences. The $15.6 million charge
incurred  primarily  related  to  a  $12.8  million  write-off  of the remaining
goodwill  and  intangibles  associated  with  our  1999  acquisition  of
Factorymall.com,  costs associated with the closing of the Seattle operations of
$0.5  million,  write-offs  related  to the disposal of inventory, equipment and
other  assets  of $1.7 million as well as $0.6 million of employee severance and
related  benefits incurred primarily related to the termination of 30 employees.

In  the  fourth  quarter  of  2000,  we  incurred an additional $25.7 million in
restructuring  and  impairment  charges  as  follows:


                                       18
<PAGE>
     -    We recorded a restructuring charge of $1.8 million, including $398,000
          of  non-cash  compensation, as a result of strategic decisions made by
          management  to  increase operational efficiencies, improve margins and
          further reduce expenses. The restructuring charge primarily related to
          a  workplace  reduction  of  26  employees.

     -    In  addition,  we  recorded  an  impairment  charge of $4.3 million in
          connection  with  our  termination  of  a  distribution agreement with
          Sportsline  in  November  2000.

     -    We  also  recorded  impairment charges of $19.6 million as a result of
          management's ongoing business review and impairment analysis performed
          under  its  existing policy regarding impairment of long-lived assets.

In 1999, we completed acquisitions of Attitude Network, Ltd. and the web hosting
assets  of  Webjump.com that were financed principally with shares of our common
stock,  and were valued based on the price of our common stock at that time. Our
revaluation  was  triggered  by  the  continued  decline in Internet advertising
throughout  2000,  which  significantly  impacted  current projected advertising
revenue  generated  from these web based properties.  In addition, each of these
web  based  properties  have  experienced  declines  in  operating and financial
metrics  over  the  past  several  quarters, primarily due to the continued weak
overall  demand  of on-line advertising and marketing services, in comparison to
the  metrics  forecasted  at  the  time  of  their respective acquisitions.  The
impairment  analysis  considered  that  these web-based properties were acquired
during  1999  and that the intangible assets recorded at the time of acquisition
was  being amortized over useful lives of 2-3 years (3 years for goodwill). As a
result,  it  was  determined  that  the  fair  value of Attitude's and Webjump's
goodwill  and  other  intangible  assets  were  less  than  the recorded amount,
therefore, an impairment charge of $13.6 million and $6.0 million, respectively,
were  recorded.  The  methodology used to test for and measure the amount of the
impairment  charge  was based on the same methodology we used during our initial
acquisition  valuation  of  Attitude  and  Webjump  in  1999.

Amortization  of  Goodwill and Intangible Assets.  Amortization expense was $8.5
million  for the year ended December 31, 2001, compared to $27.2 million for the
year ended December 31, 2000.  The year-to-year decrease in amortization expense
was  primarily attributable to the write-down of goodwill and intangibles assets
that  occurred  in  the  fourth quarter of 2000 and second quarter of 2001.  See
Recent  Accounting Pronouncements of notes to consolidated financial statements,
Note  1  (u).

Interest  and  other  income,  net.  Interest  and  other  income, net primarily
includes  interest  income  from  our  cash  and cash equivalents and short-term
investments,  interest  expense  related  to  our  capital lease obligations and
realized gains and losses from the sale of short-term investments.  Interest and
other  income,  net  were  $1.2  million  and  $1.5  million for the years ended
December  31,  2001  and  December  31,  2000, respectively.  The year-over-year
decrease  was primary attributable to a decrease in income earned as a result of
a  lower  cash  and  cash  equivalent  and  short-term  investment  balance.

Income  Taxes.  Income  taxes  were  approximately  $16,000  for  the year ended
December  31,  2001 compared with $268,000 for the year ended December 31, 2000.
Income  taxes  were  based  solely  on  state  and  local  taxes on business and
investment  capital.  Our  effective tax rate differs from the statutory federal
income  tax rate, primarily as a result of the uncertainty regarding our ability
to  utilize  our  net  operating  loss  carryforwards.  Due  to  the uncertainty
surrounding  the timing or realization of the benefits of our net operating loss
carryforwards  in  future tax returns, we have placed a 100% valuation allowance
against  our  otherwise  recognizable deferred tax assets. At December 31, 2001,
the Company had net operating loss carry forwards available for U.S. and foreign
tax  purposes of approximately $115 million.  These carryforwards expire through
2021.  The  Tax  Reform  Act  of  1986  imposes  substantial restrictions on the
utilization  of  net  operating  losses  and  tax  credits  in  the  event of an
"ownership  change"  of  a  corporation.  Due  to  the  change  in our ownership
interests  in the third quarter of 1997 and May 1999, as defined in the Internal
Revenue  Code  of  1986,  as amended (the "Code"), future utilization of our net
operating loss carryforwards prior to the change of ownership will be subject to
certain  limitations  or  annual  restrictions.

YEAR  ENDED  DECEMBER  31,  2000  COMPARED  TO  YEAR  ENDED  DECEMBER  31,  1999

Revenues.  Revenues  increased  to $29.9 million for the year ended December 31,
2000  as  compared  to  $18.6  million  for  the  year  ended December 31, 1999.
Advertising  revenues  for  the year ended December 31, 2000 were $19.5 million,
which  represented  65%  of  total  revenues.  Advertising revenues for the year
ended  December  31,  1999  were  $16.4  million, which represented 88% of total
revenues.  The  growth  in advertising revenues was attributable to the revenues
from  our games magazine, which was acquired in February 2000.  Revenue from our
games  magazine accounted for $4.5 million of the total advertising revenues for
the  year  ended  December  31,  2000.  The  increase  in  advertising  revenues
attributable  to  our games magazine was partially offset by a decline in online
advertising  revenues  due  to  an  industry-wide  decline in online advertising
spending  primarily  in  the second half of 2000, and which continued into 2001.
Sales  of  merchandise  through  our  online  store  accounted  for 24% of total
revenues for the year ended December 31, 2000, or $7.2 million, as compared with
12%  of  total  revenues  for the year ended December 31, 1999, or $2.2 million.
The  increase in electronic commerce revenue of $5.0 million was attributable to
increased  online  sales  from our acquisition of Chips & Bits, Inc. in February
2000.  In order to realign our e-commerce operations to focus on video games and
related  products, the Company elected in April 2000 to shut down its electronic
commerce  operations  in  Seattle, Washington which we acquired in February 1999
(see Notes 3 and 4 to the consolidated financial statements).  Other revenues of
$3.2  million  were  comprised of newsstand sales and subscriptions of our games
information  magazine,  which  we  acquired in February 2000. Barter advertising
revenues  represented  4% of total revenues for the year ended December 31, 2000
and  5%  of  total  revenues  for  the  year  ended  December  31,  1999.


                                       19
<PAGE>
Cost  of  Revenues.  Gross margins were 36% and 54% for the years ended December
31,  2000 and 1999, respectively. The year-to-year decrease in the gross margins
was  primarily  attributable  to  a  higher mix of electronic commerce sales and
print  advertising  sales  in  our  games  information  magazine,  both of which
traditionally  result  in  lower gross margins than online advertising revenues.
The  absolute  dollar  increase  in  cost of revenues was mainly due to printing
costs  related  to  our games magazine, which was acquired in February 2000, and
additional  costs  of  merchandise  attributable  to increased sales through our
online  store.  Additional  absolute dollar increases were due to an increase in
Internet  connection  costs  to  support  the  increase  in web site traffic, an
increase  in  depreciation  expense  related  to  increased  equipment costs and
personnel  costs  required  to  support the expansion of our sites and services.

Sales  and  Marketing.  Sales  and marketing expenses were $23.9 million for the
year  ended  December  31,  2000 as compared to $19.4 million for the year ended
December 31, 1999.  The year-to-year increase in sales and marketing expense was
mainly  attributable  to  promotional  expenses incurred in order to promote our
games  magazine  and  support  our  online  store.

Product  Development.  Product  development  expenses were $10.2 million for the
year  ended  December  31,  2000 as compared to $10.5 million for the year ended
December  31,  1999.  Product  development expenses have decreased slightly from
prior  year  mainly  as  a result of our effort to consolidate duties and reduce
headcount.

General  and  Administrative Expenses.  General and administrative expenses were
$13.2  million for the year ended December 31, 2000 as compared to $12.2 million
for  the  year ended December 31, 1999.  The year-to-year increase was primarily
attributable  to  increased  costs  associated  with  the operation of our games
magazine  and  our  games  online store, which we acquired in February 2000, and
higher  than  anticipated  bad-debt  expenses.

Restructuring  and Impairment Charges.  For the year ended December 31, 2000, we
recorded  restructuring  and  impairment  charges  of  $41.3  million.

In  the second quarter of 2000, we recorded a $15.6 million restructuring charge
as  a  result  of  a  strategic  decision  made  by  management to shut down our
electronic  commerce  operations  in Seattle, Washington in order to realign our
electronic  commerce  operations  to focus on the direct sale of video games and
related  products  as well as revenue share relationships with third parties who
are  interested  in  reaching  our  targeted audiences. The $15.6 million charge
incurred  primarily  related  to  a  $12.8  million  write-off  of the remaining
goodwill  and  intangibles  associated  with  our  1999  acquisition  of
Factorymall.com,  costs associated with the closing of the Seattle operations of
$0.5  million,  write-offs  related  to the disposal of inventory, equipment and
other  assets  of $1.7 million as well as $0.6 million of employee severance and
related  benefits incurred primarily related to the termination of 30 employees.

In  the  fourth  quarter  of  2000,  we  incurred an additional $25.7 million in
restructuring  and  impairment  charges  as  follows:


                                       20
<PAGE>
     -    We recorded a restructuring charge of $1.8 million, including $398,000
          of  non-cash  compensation, as a result of strategic decisions made by
          management  to  increase operational efficiencies, improve margins and
          further reduce expenses. The restructuring charge primarily related to
          a  workplace  reduction  of  26  employees.

     -    In  addition,  we  recorded  an  impairment  charge of $4.3 million in
          connection  with  our termination of a distribution agreement with CBS
          Sportsline  in  November  2000.

     -    As  discussed  above,  we  also  recorded  impairment charges of $19.6
          million  as  a  result  of  management's  ongoing  business review and
          impairment  analysis  performed  under  its  existing policy regarding
          impairment  of  long-lived  assets.

Amortization  of Goodwill and Intangible Assets.  Amortization expense was $27.2
million  for  the  year ended December 31, 2000 as compared to $20.5 million for
the  year  ended  December  31, 1999.  The year-to-year increase in amortization
expense was primarily attributable to the acquisitions of Chips & Bits, Inc. and
Strategy  Plus, Inc. in February 2000 and the purchase of the web hosting assets
of  Webjump.com  in December 1999.  The Company recorded goodwill and intangible
assets  of $28.7 million in connection with these transactions.  The total gross
amount  of  goodwill  and  purchased  intangibles,  after eliminating impairment
charges  discussed above, as of December 31, 2000 was $56.5 million and is being
amortized  over  the expected periods of benefit ranging from two to three years
(three  years  for  goodwill).

Interest  and  other  income,  net.  Interest  and  other  income, net were $1.3
million  and $1.7 million for the years ended December 31, 2000 and December 31,
1999,  respectively.  The  decrease  was primarily attributable to a decrease in
interest  income  earned  as  a  result  of a lower cash and cash equivalent and
short-term  investment  balance.

Income  Taxes.  Income  taxes  were  approximately  $268,000  for the year ended
December  31,  2000  as  compared  with $290,000 for the year ended December 31,
1999.  Income  taxes  were based solely on state and local taxes on business and
investment  capital.

LIQUIDITY  AND  CAPITAL  RESOURCES

As  of  December  31,  2001,  we had approximately $2.6 million in cash and cash
equivalents  and  approximately $51,000 in short-term investments. Net cash used
in  operating activities was $16.4 million, $34.7 million, and $30.1 million for
the  years  ended  December  31, 2001, December 31, 2000, and December 31, 1999,
respectively.  The  decrease  in  net  cash  used  in  operating activities from
December 31, 2000 to December 31, 2001 resulted primarily from a decrease in our
net  operating  losses,  exclusive  of  depreciation  expenses  and amortization
expenses  related  to  our acquisitions and non-cash charges.  This decrease was
also  attributable  to  a reduction in accounts receivable and prepaid expenses,
offset  by  a  reduction  in  accounts  payable  and  accrued  expenses.

Net  cash  provided  by  (used  in) investing activities was $7.2 million, $13.3
million, and ($25.4) million for the years ended December 31, 2001, December 31,
2000,  and  December 31, 1999, respectively.  The decreases in net cash provided
in  investing activities was primarily attributable to decreases in the proceeds
received  from  the  sale  of  short-term  investments,  the receipt of security
deposits  which  were  partially  used  to buy out certain capital and operating
lease  obligations  offset  by  lower  purchases  of  property and equipment and
increase  in  proceeds  from  sale  of  property.

Net  cash provided by (used in) by financing activities was approximately ($1.6)
million,  ($2.0)  million,  and  $62.8  million for the years ended December 31,
2001, December 31, 2000, and December 31, 1999, respectively.  The decrease from
December  31, 2000 to December 31, 2001 in net cash used in financing activities
was  primarily attributable to less capital lease obligations in 2001.  The cash
provided by financing activities in 1999 was mainly attributable to net proceeds
received  from  our  secondary  public  offering  of  Common  Stock and proceeds
received  from  the  exercise  of  stock  options  and  warrants.

As  of  December  31,  2001,  there  was  $200,000 to be paid out as a result of
restructuring  activities  during  the  years  December  31, 2001 and 2000.  The
remaining  amount  will  be  expended  through  March  2002.


                                       21
<PAGE>
Currently,  the  Company  is  in  discussions  with  Mr.  Charles M. Peck, Chief
Executive  Officer, regarding potential additional cash compensation of up to $1
million  to  be  paid to Mr. Peck upon future achievement of certain incentives.

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

As  of December 31, 2001, our sole source of liquidity consisted of $2.6 million
of  cash  and  cash equivalents and short-term investments.  We currently do not
have access to any other sources of funding, including debt and equity financing
facilities.  As  of  December  31,  2001, our principal commitments consisted of
amounts  outstanding  under  operating  leases.   Due to our cost-reductions and
restructuring  initiatives, we believe that we have sufficient funds to continue
operating  at our present level of operations for a period of at least 6 months,
and  potentially,  up  to  12  months  depending  upon  the  economic conditions
affecting  the  advertising,  magazine  subscription  and  e-commerce  revenue
generating activities for our remaining properties and amounts received, if any,
if  we  sell  any  of  our  remaining  assets. The Company has limited operating
capital  and  no  current access to credit facilities.   The Company's continued
operations  therefore  will  depend  on  its ability to keep costs down, achieve
revenue goals, and sell assets or raise additional funds through bank borrowings
or  equity  or  debt  financing  which  financing  is  very  unlikely.

MARKET  FOR  COMPANY'S  COMMON  EQUITY

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

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

EFFECTS  OF  INFLATION

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


                                       22
<PAGE>
MANAGEMENT'S DISCUSSION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

REVENUE  RECOGNITION.

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

Online  advertising  revenues  are recognized ratably in the period in which the
advertisement  is  displayed,  provided  that no significant Company obligations
remain  and  collection  of  the  resulting  receivable  is  probable.  Company
obligations  typically  include  the  guarantee  of  a  minimum  number  of
"impressions",  defined  as the number of times that an advertisement appears in
pages  viewed  by the users of the Company's online properties, for a fixed fee.
Payments  received  from advertisers prior to displaying their advertisements on
the  Company's  sites  are  recorded  as deferred revenues and are recognized as
revenue  ratably  when  the  advertisement  is displayed.  To the extent minimum
guaranteed impressions levels are not met, the Company defers recognition of the
corresponding  revenues  until  guaranteed  levels  are achieved.  The Company's
online  advertising  revenue  includes  the  development and sale of sponsorship
placements  within  its  web  sites.  Development  fees  related  to the sale of
sponsorship  placements  on  the Company's web sites are deferred and recognized
ratably  as  revenue  over  the  term  of  the  contract.

The Company also derives revenue through the sale of advertisements in its games
information  magazine,  Advertising  revenues for the games information magazine
are  recognized  at  the  on-sale  date  of  the  magazine.

The  Company  trades  advertisements  on  its  web  properties  in  exchange for
advertisements  on  the  Internet sites of other companies.  Barter revenues and
expenses are recorded at the fair market value of services provided or received,
whichever  is  more  readily  determinable  in  the circumstances.  Revenue from
barter transactions is recognized as income when advertisements are delivered on
the  Company's  web properties.  Barter expense is recognized when the Company's
advertisements  are run on other companies' web sites, which typically occurs in
the  same  period  in  which  barter  revenue  is  recognized.

The  Company  derives  other  revenues  from the sale of video games and related
products  through  its  online store, the sale of its games information magazine
through newsstands and subscriptions. Sales from the online store are recognized
as  revenue  when  the product is shipped to the customer. Freight out costs are
included  in  net  sales  and  have  not  been significant to date.  The Company
provides  an  allowance  for  merchandise  sold  through  its online store.  The
allowance  provided  to  date  has  not  been  significant.

Newsstand  sales of the games information magazine are recognized at the on-sale
date  of  the  magazine, net of provisions for estimated returns.  Subscriptions
are  recorded  as  deferred  revenue  when  initially received and recognized as
income pro ratably over the subscription term. Revenues from the Company's share
of  the  proceeds  from  its  e-commerce  partners'  sales  are  recognized upon
notification  from  its  partners  of sales attributable to the Company's sites.

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


                                       23
<PAGE>
VALUATION OF CUSTOMER RECEIVABLES

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

IMPAIRMENT OF INTANGIBLE ASSETS

Impairment of intangible assets result in a charge to operations whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable.  Recoverability of an asset to be held and used is measured
by a comparison of the carrying amount of the 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 asset exceeds the fair value of the asset.  The
measurement of the future net cash flows to be generated is subject to
management's reasonable expectations with respect to the company's future
operations and future economic conditions which may affect those cash flows.
The measurement of fair value in lieu of a public market for such assets or a
willing unrelated buyer relies on management's reasonable estimate of what a
willing buyer would pay for such assets.  Management's estimate is based on its
knowledge of the industry, what similar assets have been valued in sales
transactions and current market conditions.

The Company will adopt SFAS 142 in 2002, which requires that goodwill and
intangible assets with indefinite lives will no longer be amortized but will be
subject to impairment review.  Long-lived tangible assets and intangible assets
with definite lives will be subject to impairment under SFAS No. 144.

RESTRUCTURING RESERVES

The Company has adopted restructuring plans, in relation to its business in
recent years.  In order to identify and calculate the associated costs to exit
these businesses, management makes assumptions regarding estimates of future
liabilities for operating leases and other contractual obligations, the net
realizable value of assets held for disposal.  Management believes its
estimates, which are reviewed quarterly, to be reasonable and considers its
knowledge of the industry, its previous experience in exiting activities and
valuations from independent third parties, in calculation of such estimates.

IMPACT  OF  RECENTLY  ISSUED  ACCOUNTING  STANDARDS

In  June  2001,  the  Financial  Accounting Standards Board issued SFAS No. 141,
"Business  Combinations,"  and  SFAS  No.  142,  "Goodwill  and Other Intangible
Assets."  SFAS  No.  141 requires that the purchase method of accounting be used
for  all business combinations.  SFAS No. 141 specifies criteria that intangible
assets  acquired  in  a  business  combination  must  meet  to be recognized and
reported  separately from goodwill.  SFAS No. 142 will require that goodwill and
intangible  assets  with  indefinite  useful  lives  no longer be amortized, but
instead  tested  for  impairment  at  least  annually  in  accordance  with  the
provisions  of SFAS No. 142.  SFAS No. 142  also requires that intangible assets
with  estimable useful lives be amortized over their respective estimated useful
lives  to  their  estimated  residual  values,  and  reviewed  for impairment in
accordance  with  SFAS  No.  121,  "Accounting  for the Impairment of Long-Lived
Assets  and  for Long-Lived Assets to Be Disposed Of," and subsequently SFAS No.
144  after  its  adoption.

The  Company  adopted  the provisions of SFAS No. 141 as of July 1 2001 and SFAS
No. 142 is effective January 1, 2002.  Goodwill and intangible assets determined
to  have  an  indefinite useful life acquired in a purchase business combination
completed  after  June 30, 2001, but before SFAS No. 142 is adopted in full, are
not amortized.  Goodwill and intangible assets acquired in business combinations
completed  before  July  1,  2001  will  continue to be amortized and tested for
impairment  prior  to  the  full  adoption  of  SFAS  No.  142.


                                       24
<PAGE>
Upon  adoption of SFAS No. 142, the Company is required to evaluate its existing
intangible  assets  and  goodwill  that  were  acquired  in  purchase  business
combinations,  and  to  make any necessary reclassifications in order to conform
with  the  new  criteria in SFAS No. 141 for recognition separate from goodwill.
The Company will be required to reassess the useful lives and residual values of
all  intangible  assets  acquired,  and  make  any necessary amortization period
adjustments  by  the  end  of  the  first  interim period after adoption.  If an
intangible  asset is identified as having an indefinite useful life, the Company
will  be required to test the intangible asset for impairment in accordance with
the  provisions  of  SFAS No. 142 within the first interim period. Impairment is
measured  as  the  excess of carrying value over the fair value of an intangible
asset  with  an indefinite life.  Any impairment loss will be measured as of the
date  of  adoption  and  recognized  as  the  cumulative  effect  of a change in
accounting  principle  in  the  first  interim  period.

In  connection  with SFAS No. 142's transitional goodwill impairment evaluation,
the  statement requires the Company to perform an assessment of whether there is
an  indication  that  goodwill  is  impaired  as  of  the  date of adoption.  To
accomplish  this the Company must identify its reporting units and determine the
carrying  value  of each reporting unit by assigning the assets and liabilities,
including  the existing goodwill and intangible assets, to those reporting units
as  of  January  1,  2002.  The Company will then have up to six months from the
date  of adoption to determine the fair value of each reporting unit and compare
it  to  the  reporting unit's carrying amount.  To the extent a reporting unit's
carrying  amount exceeds its fair value, an indication exists that the reporting
unit's  goodwill may be impaired and the Company must perform the second step of
the transitional impairment test. The second step is required to be completed as
soon  as  possible, but no later than the end of the year of adoption.    In the
second  step,  the  Company must compare the implied fair value of the reporting
unit's goodwill, determined by allocating the reporting unit's fair value to all
of  it  assets (recognized and unrecognized) and liabilities in a manner similar
to  a purchase price allocation in accordance with SFAS No. 141, to its carrying
amount,  both  of  which  would  be  measured  as  of  the  date  of  adoption.

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

The  Company is required to adopt Statement 144 no later than the year beginning
after  December  15,  2001,  and  plans  to adopt its provisions for the quarter
ending March 31, 2002.  Management does not expect the adoption of Statement 144
for  long-lived  assets  held for use to have a material impact on the Company's
financial  statements  because  the impairment assessment under Statement 144 is
largely  unchanged  from  Statement  121.  The  provisions  of the Statement for
assets  held  for  sale  or  other disposal generally are required to be applied
prospectively  after  the  adoption date to newly initiated disposal activities.
Management  has  determined  that  the adoption of Statement 144 will not have a
material  impact  on  the  Company's  financial  statements.


                                       25
<PAGE>
                                  RISK FACTORS

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

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

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

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

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

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

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


                                       26
<PAGE>
WE MAY HAVE TO TAKE ACTIONS TO AVOID REGISTRATION UNDER THE INVESTMENT COMPANY
ACT.

Under the Investment Company Act of 1940 (the "1940 Act"), a company meeting the
definition  of  an  "investment  company"  is subject to various stringent legal
requirements  on  its  operations.  A company can become subject to the 1940 Act
if, among other reasons, it owns investment securities with a value exceeding 40
percent  of  the  value of its total assets (excluding government securities and
cash  items)  on  an unconsolidated basis, unless a particular exemption of safe
harbor  applies.  Although we are not currently subject to the 1940 Act, at some
point in the future due to the ongoing sale of our assets, the percentage of the
Company's assets which consist of investment securities may exceed 40 percent of
the value of its total assets on an unconsolidated basis.  Rule 3a-2 of the 1940
Act  provides a temporary exemption from registration under the 1940 Act, for up
to  one  year,  for companies that have a bona fide intent to engage, as soon as
reasonably  possible,  in  business  other  than investing, reinvesting, owning,
holding or trading in securities ("transient investment companies").  If, due to
future sales of our assets, we become subject to the 1940 Act, we intend to take
all  actions  that would allow reliance on the one-year exemption for "transient
investment companies", including a resolution by the Board of Directors that the
Company  has  bona  fide  intent  to  engage, as soon as reasonably possible, in
business  other  than  investing,  reinvesting,  owning,  holding  or trading in
securities.

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

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

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

REVENUE  GROWTH  IN  PRIOR  PERIODS  IS  NOT  INDICATIVE  OF  FUTURE  GROWTH

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

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

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


                                       27
<PAGE>
WE  HAVE  RECEIVED A REPORT FROM OUR INDEPENDENT AUDITORS THAT RAISE SUBSTANTIAL
DOUBT  ABOUT  OUR  ABILITY  TO  CONTINUE  AS  A  GOING  CONCERN.

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

WE  EXPECT  TO  CONTINUE  TO  INCUR  LOSSES.

We  have  incurred  net losses in each quarter since our inception and we expect
that we will continue to incur net losses for the foreseeable future. We had net
losses  of  approximately  $40.7  million,  $103.9 million, $49.6 million, $16.0
million,  and  $3.6  million  for the years ended December 31, 2001, 2000, 1999,
1998,  and  1997,  respectively.  As of December 31, 2001, we had an accumulated
deficit  of approximately $214.5 million. The principal causes of our losses are
likely  to  continue  to  be:

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

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

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

Chips  & Bits depends on major releases in the Personal Computer (PC) market for
the  majority  of  sales  and  profits.  The  game  industry's  focus  on X-Box,
Playstation  and  GameCube  has  dramatically  reduced  the  number  of major PC
releases.  Gross  margins  for Chips & Bits, Inc. were 22% and 26% for the years
ended  December  31,  2001  and December 31, 2000, respectively.  Because of the
large  installed base of personal computers, this may be a temporary phenomenon.
However,  Chips  &  Bits  has  no knowledge as to when, if ever, there will be a
turnaround  in  the  PC  game  market.

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

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

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


                                       28
<PAGE>
OUR  FINANCIAL PERFORMANCE AND SUBSEQUENT REDUCTIONS OF OUR WORKFORCE MAY AFFECT
THE  MORALE  AND PERFORMANCE OF OUR REMAINING PERSONNEL AND OUR ABILITY TO ENTER
INTO  NEW  BUSINESS  RELATIONSHIPS  OR  SELL  OUR  ASSETS.

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

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

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

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

The  development  of  the  Internet  advertising  market has slowed dramatically
during  the last year and if it continues to slow down, our business performance
would  continue  to be materially adversely affected. To date, substantially all
our  online  advertising  contracts  have  been for terms averaging one to three
months  in  length,  with  relatively  few  longer-term  advertising  contracts.
Moreover,  measurements  of  site visitors may not be accurate or trusted by our
advertising  customers.  There  are  no  uniformly  accepted  standards  for the
measurement  of  visitors  to  a  web  site,  and  there  exists no one accurate
measurement  for  any  given Internet visitor metric.  Indeed, different website
traffic  measurement firms will tend to arrive at different numbers for the same
metric.  For any of the foregoing reasons, we cannot assure you that our current
advertisers  will  continue  to  purchase  advertisements  on  our  sites.

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


                                       29
<PAGE>
We  now  derive  a  substantial  portion  of  our  revenues  from  the  sale  of
advertisements  in  our  Computer  Games  print magazine. Our business model and
revenues  are  highly  dependent  on the print circulation of our Computer Games
magazine.  Due  to  the August 3, 2001 restructuring, we now have only two sales
people  and  will  have  tremendous  difficulty  maintaining  print  advertising
revenues within our Computer Games magazine.  Print advertising has dramatically
decreased  since the middle of 2000 and continued to decline throughout 2001 and
may  continue  to decline, which could continue to have a material effect on the
Company.  Many  print  advertisers have been experiencing financial difficulties
which  could  materially  impact  our  revenues  and  our ability to collect our
receivables.  For  these  reasons,  we  cannot  assure  you  that  our  current
advertisers  will  continue  to  purchase  advertisements  on  our  sites.

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

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

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

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

     -    publishers  and  distributors  of television, radio and print, such as
          CBS,  NBC  and  AOL  Time  Warner;
     -    electronic  commerce  web  sites,  such  as  Amazon.com;  and
     -    other  web  sites  serving  game  enthusiasts,  including  Ziff Davis'
          Gamespot  and  CNET's  Gamecenter.

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


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

In  addition,  there  has  been  significant consolidation in the industry. This
consolidation may continue in the future. We could face increased competition in
the  future  from  traditional  media  companies,  including  cable,  newspaper,
magazine,  television  and  radio companies. A number of these large traditional
media  companies  have  been active in Internet related activities including the
games space. Those competitors may be able to undertake more extensive marketing
campaigns  for  their  brands  and  services,  adopt more aggressive advertising
pricing  policies  and  make  more  attractive  offers  to  potential employees,
distribution  partners,  electronic commerce companies, advertisers, third-party
content  providers  and  acquisition  targets.  Furthermore,  our  existing  and
potential  competitors  may  develop sites that are equal or superior in quality
to,  or that achieve greater market acceptance than, our sites. We cannot assure
you  that  advertisers may not perceive our competitors' sites as more desirable
than  ours.


                                       30
<PAGE>
Web  browsers  offered  by  Netscape and Microsoft also increasingly incorporate
prominent search buttons that direct traffic to services that compete with ours.
These  features  could make it more difficult for Internet users to find and use
our  products and services. In the future, Netscape, Microsoft and other browser
suppliers  may also more tightly integrate products and services similar to ours
into their browsers or their browsers' pre-set home page. Additionally, entities
that sponsor or maintain high-traffic web sites or that provide an initial point
of  entry  for  Internet viewers, such as the Regional Bell Operating Companies,
cable  companies  or  Internet  service providers, such as Microsoft and America
Online,  offer  and can be expected to consider further development, acquisition
or  licensing  of Internet search and navigation functions that compete with us.
These  competitors  could  also  take  actions  that  make it more difficult for
viewers  to  find  and  use  our  products  and  services.

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

OUR  QUARTERLY  OPERATING  RESULTS  FLUCTUATE  AND  VARY  BY  SEASON.

Due  to our significant change in operations, our historical quarterly operating
results  are  not  reflective  of  future  results.  We  have  not achieved past
expectations and it is likely that in one or more future quarters, our operating
results  will  fall  below  the  expectation  of  investors. If this occurs, the
trading  price  of  our  Common  Stock  would almost certainly be materially and
adversely affected. The factors which will cause our quarterly operating results
to  fluctuate  in  the  future  include:

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

We have historically derived a substantial portion of our revenues from the sale
of  advertising under short-term contracts. These contracts average one to three
months in length. As a result, our quarterly revenues and operating results have
been,  to a significant extent, dependent on advertising revenues from contracts
entered  into  within  the  quarter,  and on our ability to adjust spending in a
timely  manner to compensate for any unexpected revenue shortfall. A slowdown in
the  advertising  market can happen quickly and lasts an unknown amount of time.
The  advertising  market  has  not  yet recovered from the current slowdown.  We
believe  that  advertising  sales  in  traditional media, such as television and
radio,  generally  are  lower  in  the first and third calendar quarters. If the
Internet  transitions  from an emerging to a more developed form of media, these
same  patterns  may  develop in Internet advertising sales. Internet advertising
expenditures  may also develop a different seasonality pattern. We now have only
two  (2)  salespersons.  Traffic  levels  on  our  sites  and  the Internet have
typically  declined during the summer and year-end vacation and holiday periods.
Revenues  from  our  games  magazine  are subject to the same seasonal trends as
traditional  media.


                                       31
<PAGE>
In  addition to selling advertising, a substantial and increasing portion of our
revenues  may  be  generated  from electronic commerce through our Chips & Bits,
Inc.  subsidiary.  We  also  have existing electronic commerce arrangements with
third parties for the sale of merchandise on our electronic commerce site, which
are terminable upon short notice. We have cut down to only two (2) salespersons,
resulting  in  very  little revenue from advertising.  We now have a substantial
portion  of  revenue from e-commerce.  Our revenues from electronic commerce may
fluctuate  significantly  from period to period depending on the level of demand
for  products  featured  on our site and overall competition in the marketplace.

OUR  BUSINESS  MODEL  IS  UNPROVEN  AND  WILL  CHANGE.

Our  revised  business model is unproven. This model depends upon our ability to
obtain  revenues  by  using  our  games information properties without any other
source  of  revenue.  To be successful, we must, among other things, develop and
market  products and services that achieve broad market acceptance by our users,
advertisers  and  electronic  commerce  vendors.  We  must  continue  to develop
electronic  commerce revenue streams by marketing products directly to users and
having  users  purchase products through our electronic commerce site. We cannot
assure you that any e-commerce business will achieve broad market acceptance and
will  be  able  to  generate  significant  electronic commerce revenues. We also
cannot  assure  you  that  our  business  model will be successful, that it will
sustain revenue growth or that it will be profitable.  Furthermore, our board of
directors  and  management  are  exploring alternatives for our business and our
business  model  may  change  significantly.

OUR  LIMITED  OPERATING  HISTORY  MAKES  FINANCIAL  FORECASTING  DIFFICULT.

We  have  never  operated  solely  as  a  games business. Accordingly, we have a
limited operating history for you to use in evaluating our prospects and us. Our
prospects  should  be  considered in light of the risks encountered by companies
operating in new and rapidly evolving markets like ours. We may not successfully
address  these  risks.  For  example,  we  may  not  be  able  to:

     -    maintain  levels  of  user  traffic  on  our  web  sites;
     -    maintain or increase the percentage of our advertising inventory sold;
     -    maintain  or  increase  both  CPM  levels  and  sponsorship  revenues;
     -    adapt  to  meet  changes  in our markets and competitive developments;
     -    develop  or  acquire  content  for  our  services;  and
     -    identify,  attract,  retain  and  motivate  qualified  personnel.

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

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

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


                                       32
<PAGE>
-     potentially  dilutive  issuances of equity securities, which may be issued
at  the time of the transaction or in the future if certain tests are met or not
met,  as  the case may be. These securities may be freely tradable in the public
market  or  subject  to  registration  rights which could require us to publicly
register  a  large  amount  of Common Stock, which could have a material adverse
effect  on  our  stock  price;

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

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

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

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

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

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


                                       33
<PAGE>
WE  DEPEND  ON  HIGHLY  QUALIFIED  TECHNICAL  AND  MANAGERIAL  PERSONNEL.

Our future success also depends on our continuing ability to attract, retain and
motivate highly qualified technical expertise and managerial personnel necessary
to  operate  our  remaining  business.  Our  seeking to sell our remaining games
properties  may  also encourage existing employees to seek employment at another
company.  If  this were to occur, it could have a material effect on our efforts
to sell these remaining games properties.  We may need to give retention bonuses
to  certain  employees to keep them, which can be costly to the Company.  We may
be  unable  to  attract,  assimilate  or  retain  highly qualified technical and
managerial personnel in the future. Wages for managerial and technical employees
are  increasing  and are expected to continue to increase in the future. We have
from  time  to time in the past experienced, and could continue to experience in
the future if we need to hire any additional personnel, difficulty in hiring and
retaining  highly  skilled  employees  with  appropriate  qualifications.
Furthermore,  we  will not be able to effectively offer stock options due to the
delisting  of  the  common  stock,  low  trading volume and cash position of the
Company.  In addition, we may have difficulty attracting qualified employees due
to  the  Company's  restructuring,  financial  position  and  scaling  down  of
operations.  Also, we may have difficulty attracting qualified employees to work
in  the  geographically  remote  location  in  Vermont of Chips & Bits, Inc. and
Strategy  Plus,  Inc.,  the Company's two subsidiaries that contains most of the
employees  after  August  2001.  If  we  are  unable  to  attract and retain the
technical  and  managerial  personnel  necessary  to  support  our business, our
business  would  likely  be  materially  and  adversely  affected.

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

We  hired a new Chief Executive Officer in August 2000, who has not had previous
experience managing a public company.  Furthermore, the remaining members of our
senior management, other than the Chairman, have not had any previous experience
managing  a  public company or a large operating company. Accordingly, we cannot
assure  you  that:

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

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

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

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

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


                                       34
<PAGE>
Due  to  certain  time constraints, two (2) members of our Board resigned during
2001  due  to  other  commitments, and were replaced with two (2) new Directors.
The  charter of the Company was amended at the annual meeting of shareholders in
June 2001 to allow between 5 and 9 directors to serve on the Board of Directors.
Only  two  (2) of our directors, Mr. Robert M. Halperin and Ms. Robin M. Segaul,
are  neither significant holders of theglobe.com stock nor have they at any time
during  2001,  or at any other time, been officers or employees of theglobe.com.
However,  Ms.  Segaul is an employee of Dancing Bear Investments, Inc., which is
controlled  by  Mr.  Egan.  We  may  determine to further reduce the size of the
Board  due  to  the  change in the operations of the business.  As a result, the
charter  may  be  further  amended  to  reduce  the minimum number of Directors.

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

Our  principal  servers  are  located  in New Jersey at a third party outsourced
hosting  facility  operated  by  AT&T.  Our  operations depend on the ability to
protect our systems against damage from unexpected events, including fire, power
loss,  water  damage, telecommunications failures and vandalism.  Any disruption
in  our Internet access due to the transition or otherwise could have a material
adverse  effect  on  us.  In addition, computer viruses, electronic break-ins or
other similar disruptive problems could also materially adversely affect our web
sites.  Our  reputation,  theglobe.com  brand and the brands of our subsidiaries
and  game  properties could be materially and adversely affected by any problems
to  our  sites.  Our insurance policies may not adequately compensate us for any
losses  that  may occur due to any failures or interruptions in our systems.  We
do  not  presently  have  any  secondary  off-site  systems or a formal disaster
recovery  plan.

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

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

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

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

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


                                       35
<PAGE>
If  web  usage grows, the Internet infrastructure may not be able to support the
demands  placed  on  it  by  this  growth or its performance and reliability may
decline.  Web  sites have experienced interruptions in their service as a result
of  outages  and  other  delays  occurring  throughout  the  Internet  network
infrastructure.  If  these outages or delays frequently occur in the future, web
usage,  as  well  as  usage of our web sites, could grow more slowly or decline.
Also,  the Internet's commercial viability may be significantly hampered due to:

     -    delays  in  the development or adoption of new operating and technical
          standards  and  performance  improvements required to handle increased
          levels  of  activity;
     -    increased  government  regulation;  and
     -    insufficient  availability  of telecommunications services which could
          result  in  slower  response  times  and adversely affect usage of the
          Internet.

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

In  February  2000,  we  acquired Chips & Bits, Inc., a direct marketer of video
games  and  related  products  over  the  Internet.  However,  we  have  limited
experience in the sale of products online as compared to many of our competitors
and  the  development of relationships with manufacturers and suppliers of these
products.  In addition, the closing of our community site and our small business
web-hosting  site  may  adversely  affect  our  electronic  commerce  due to the
inability of those web sites after their closure to refer traffic to the Chips &
Bits web site.  We also face many uncertainties, which may affect our ability to
generate  electronic  commerce  revenues  and  profits,  including:

     -    our  ability  to  obtain  new  customers  at a reasonable cost, retain
          existing  customers  and  encourage  repeat  purchases;
     -    the  likelihood  that  both  online  and  retail purchasing trends may
          rapidly  change;
     -    the  level  of  product  returns;
     -    merchandise  shipping  costs  and  delivery  times;
     -    our  ability  to  manage  inventory  levels;
     -    our  ability  to  secure  and  maintain  relationships  with  vendors;
     -    the possibility that our vendors may sell their products through other
          sites;  and
     -    intense  competition  for  electronic  commerce revenues, resulting in
          downward  pressure  on  gross  margins.

In  April  2000,  we  elected to shut down our e-commerce operations in Seattle,
Washington  in  order  to  focus  our  e-commerce  operations on video games and
related  products (see Note 3 to the condensed consolidated financial statements
and  Management's  Discussion and Analysis of Financial Condition and Results of
Operations).  Accordingly,  we  cannot  assure  you  that  electronic  commerce
transactions  will  provide  a  significant or sustainable source of revenues or
profits.  Additionally, due to the ability of consumers to easily compare prices
of  similar products or services on competing web sites and consumers' potential
preference for competing web site's user interface, gross margins for electronic
commerce  transactions  which  are  narrower than for advertising businesses may
further  narrow  in  the  future and, accordingly, our revenues and profits from
electronic  commerce  arrangements  may be materially and adversely affected. If
use  of  the  Internet  for  electronic  commerce does not continue to grow, our
business  and  financial  condition  would be materially and adversely affected.

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


                                       36
<PAGE>
INTERNET  ADVERTISING  HAS  NOT  PROVEN  AS  EFFECTIVE  AS  TRADITIONAL  MEDIA.

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

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

The  sale  of  Internet  advertising  is subject to intense competition that has
resulted  in  a  wide  variety  of  pricing  models, rate quotes and advertising
services.  For  example,  advertising  rates  may be based on the number of user
requests for additional information made by clicking on the advertisement, known
as  "click  throughs," on the number of times an advertisement is displayed to a
user,  known  as  "impressions,"  or  on the number of times a user completes an
action  at  an  advertiser's web site after clicking through, known as "cost per
action."  Our  contracts  with  advertisers typically guarantee the advertiser a
minimum  number of impressions. To the extent that minimum impression levels are
not  achieved  for  any  reason,  including  the  failure to obtain the expected
traffic,  our  contracts  with  advertisers may require us to provide additional
impressions after the contract term, which may adversely affect the availability
of  our  advertising  inventory.  In  addition, certain long-term contracts with
advertisers  may  be canceled if response rates or sales generated from our site
are  less  than  advertisers'  expectations.  This could have a material adverse
effect  on  us.  Online advertisers are increasingly demanding  "cost per click"
and  "cost per action" advertising campaigns, which require many more page views
to  achieve  equal revenue, which significantly affects our revenues.  If online
advertisers  continue  to  demand  those  "cost  per  action"  deals,  it  could
negatively  impact  our  business.

Our  revenues  and  the  value  of  the  assets  we are seeking to sell could be
materially  adversely affected if we are unable to adapt to other pricing models
for  Internet advertising if they are adopted. It is difficult to predict which,
if  any,  pricing  models  for  Internet advertising will emerge as the industry
standard.  This  makes  it difficult to project our future advertising rates and
revenues.  Online  advertising  pricing has been declining.  Additionally, it is
possible  that  Internet  access  providers  may, in the future, act to block or
limit various types of advertising or direct solicitations, whether at their own
behest  or  at  the  request of users. Moreover, "filter" software programs that
limit or prevent advertising from being delivered to an Internet user's computer
are  available.  Widespread adoption of this software could adversely affect the
commercial  viability  of Internet advertising.  In addition, concerns regarding
the privacy of user data on the Web may reduce the amount of user data collected
in  the  future,  thus  reducing our ability to provide targeted advertisements.
This  may,  in  turn,  put  downward  pressure  on cost per thousand impressions
("CPM").

WE  RELY  ON  INTELLECTUAL  PROPERTY  AND  PROPRIETARY  RIGHTS.

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


                                       37
<PAGE>
We  pursue  the  registration  of  our  trademarks  in  the  United  States  and
internationally.  However, effective intellectual property protection may not be
available  in  every  country  in  which  our  services  are distributed or made
available  through  the  Internet.  Policing unauthorized use of our proprietary
information  is  difficult.  Legal  standards  relating  to  the  validity,
enforceability and scope of protection of proprietary rights in Internet-related
businesses are also uncertain and still evolving. We cannot assure you about the
future  viability  or  value  of  any  of  our  proprietary  rights.

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

     -    be  time-consuming;
     -    result  in  costly  litigation;
     -    subject  us  to  significant  liability  for  damages;
     -    result  in  invalidation  of  our  proprietary  rights;
     -    divert  management's  attention;
     -    cause  product  release  delays;  or
     -    require  us  to  redesign  our  products  or  require us to enter into
          royalty  or  licensing  agreements  that may not be available on terms
          acceptable  to  us,  or  at  all.

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

We  have  registered  several  Internet  domain  names including "theglobe.com",
"globeclubs.com",  "tglo.com,"  "happypuppy.com,"  "azazz.com," "attitude.net, "
"cgonline"  and "cdmag.com." The regulation of domain names in the United States
and  in  foreign  countries  may  change.  Regulatory  bodies  could  establish
additional  top-level  domains,  appoint  additional  domain  name registrars or
modify the requirements for holding domain names, any or all of which may dilute
the  strength  of  our names. We may not acquire or maintain our domain names in
all  of  the countries in which our web sites may be accessed, or for any or all
of  the  top-level domain names that may be introduced. The relationship between
regulations  governing  domain  names  and laws protecting proprietary rights is
unclear.  Therefore,  we may not be able to prevent third parties from acquiring
domain names that infringe or otherwise decrease the value of our trademarks and
other  proprietary  rights.

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

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


                                       38
<PAGE>
WE  ARE  INVOLVED  IN  SECURITIES  CLASS  ACTION  LITIGATION.

We  are  a  party to the securities class action litigation described in Part I,
Item  3  -  "Legal  Proceedings"  of  this report. The defense of the litigation
described  in  Part  I,  Item  3  may  increase  our  expenses  and  will occupy
management's  attention and resources, and an adverse outcome in this litigation
could  materially  adversely  affect  us.

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

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

We also enter into agreements with commerce partners and sponsors under which we
are  entitled  to  receive a share of any revenue from the purchase of goods and
services  through  direct  links  from  our  sites. We sell products directly to
consumers  which  may expose us to additional legal risks, regulations by local,
state, federal and foreign authorities and potential liabilities to consumers of
these  products and services, even if we do not ourselves provide these products
or  services. We cannot assure you that any indemnification that may be provided
to  us in some of these agreements with these parties will be adequate.  Even if
these claims do not result in our liability, we could incur significant costs in
investigating  and  defending  against these claims. The imposition of potential
liability  for  information carried on or disseminated through our systems could
require  us  to  implement  measures  to reduce our exposure to liability. Those
measures  may  require  the  expenditure  of substantial resources and limit the
attractiveness  of  our  services.  Additionally, our insurance policies may not
cover  all  potential  liabilities  to  which  we  are  exposed.

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

Michael  S.  Egan,  our  Chairman,  beneficially  owns  or controls, directly or
indirectly,  9,877,106  shares  of  our  Common  Stock,  which  in the aggregate
represents  approximately  26.3%  of the outstanding shares of our Common Stock.
Todd  V.  Krizelman  and Stephan J. Paternot, together, beneficially own 8.4% of
the  outstanding  shares of Common Stock.  Accordingly, Mr. Egan would likely be
able  to exercise significant influence in any stockholder vote, particularly if
Messrs.  Krizelman  and  Paternot  support  his  position.

Messrs.  Egan,  Krizelman,  and  Edward  A.  Cespedes,  all  of whom are current
Directors  of  our company, and Mr. Paternot and Rosalie V. Arthur, both of whom
are former directors of our company, have entered into a stockholders' agreement
with us. As a result of the stockholders' agreement, Mr. Egan has agreed to vote
for  up  to  two  nominees  of  Messrs.  Krizelman  and Paternot to the board of
directors  and  Messrs.  Krizelman  and  Paternot  have  agreed  to vote for the
nominees  of  Mr.  Egan  to  the  board,  which  will  be  up to five directors.
Consequently,  Messrs. Egan, Krizelman and Paternot will likely be able to elect
a  majority  of our directors.  Additionally, each party other than Mr. Egan has
granted  an  irrevocable  proxy  with  respect  to  all  matters  subject  to  a
stockholder  vote to Dancing Bear Investments, Inc., an entity controlled by Mr.
Egan,  for  any  shares  held  by  that  party  received  upon  the  exercise of
outstanding  warrants  for 400,000 shares of our Common Stock. The stockholders'
agreement  also  provides for tag-along and drag-along rights in connection with
any  private  sale  of  these  securities.


                                       39
<PAGE>
OUR  STOCK  PRICE  IS  VOLATILE.

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

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

The  stock market has experienced significant price and volume fluctuations, and
the  market  prices  of  technology  companies,  particularly  Internet-related
companies,  have  been  highly  volatile.

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

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

There  are  outstanding  options  to  purchase 3,104,349 shares of Common Stock,
which  become eligible for sale in the public market from time to time depending
on  vesting  and  the  expiration  of  lock-up agreements. The issuance of these
securities  is  registered  under  the  Securities  Act.  In addition, there are
outstanding warrants to purchase up to 4,011,534 shares of our Common Stock upon
exercise.  Substantially  all of our stockholders holding restricted securities,
including  shares  issuable upon the exercise of warrants to purchase our Common
Stock,  are  entitled  to  registration  rights  under  various  conditions.

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

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

     -    have  the  effect  of  delaying,  deferring  or preventing a change in
          control  of  our  company;
     -    discourage  bids  of  our  Common  Stock  at a premium over the market
          price;  or
     -    adversely  affect the market price of, and the voting and other rights
          of  the  holders  of,  our  Common  Stock.


                                       40
<PAGE>
We  must  follow Delaware laws that could have the effect of delaying, deterring
or  preventing  a change in control of our company.  One of these laws prohibits
us from engaging in a business combination with any interested stockholder for a
period of three years from the date the person became an interested stockholder,
unless  various  conditions are met.  In addition, provisions of our charter and
by-laws,  and  the  significant  amount  of Common Stock held by our current and
former  executive  officers,  directors  and affiliates, could together have the
effect  of  discouraging potential takeover attempts or making it more difficult
for  stockholders  to  change  management.

WE  DO  NOT  EXPECT  TO  PAY  CASH  DIVIDENDS.

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


                                       41
<PAGE>
ITEM  7A.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
Collection Risks.  Our accounts receivables are subject, in the normal course of
business,  to  collection  risks.  Although the Company regularly assesses these
risks and has policies and business practices to mitigate the adverse effects of
collection  risks,  significant  losses  may  result  due  to the non-payment of
receivables  by  our  advertisers.

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

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


                                       42
<PAGE>
ITEM 8.     CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                 PAGE

  Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . . .   44
  Consolidated Balance Sheets as of December 31, 2001 and 2000. . . . . . .   45
  Consolidated Statements of Operations for each of the years
    in the three-year period ended December 31, 2001. . . . . . . . . . . .   46

  Consolidated Statements of Stockholders' Equity and Comprehensive Loss
    for each of the years in the three-year period ended December 31, 2001.   47

  Consolidated Statements of Cash Flows for each of the years
    in the three-year period ended December 31, 2001. . . . . . . . . . . .   49

  Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . .   51


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


                                       43
<PAGE>
                          INDEPENDENT AUDITORS' REPORT



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

We  have  audited  the accompanying consolidated balance sheets of theglobe.com,
inc.  and  subsidiaries  as  of  December  31,  2001  and  2000, and the related
consolidated  statements  of  operations, stockholders' equity and comprehensive
loss,  and  cash  flows  for  each  of  the years in the three-year period ended
December  31,  2001.  These  consolidated  financial  statements  are  the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  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 consolidated financial statements referred to above present
fairly,  in  all material respects, the financial position of theglobe.com, inc.
and  subsidiaries  as  of  December  31, 2001 and 2000, and the results of their
operations  and  cash flows for each of the years in the three-year period ended
December  31,  2001, in conformity with accounting principles generally accepted
in  the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 1 to
the consolidated financial statements, the Company has suffered recurring losses
from  operations  since inception that raise substantial doubt about its ability
to continue as a going concern.  Management's plans in regard to this matter are
also  described in Note 1.  The consolidated financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.



                                             /s/  KPMG  LLP


New  York,  New  York
March  25,  2002


                                       44
<PAGE>
<TABLE>
<CAPTION>
                                                      THEGLOBE.COM, INC.

                                                CONSOLIDATED BALANCE SHEETS


                                                                                                         DECEMBER 31,
                                                                                               ------------------------------
                                                                                                    2001            2000
                                                                                               --------------  --------------
<S>                                                                                            <C>             <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                                  $   2,563,828   $  13,349,554
    Short-term investments                                                                            50,650       2,996,250
    Accounts receivable, less allowance for doubtful accounts of $3,203,295 and $2,260,324 in
      2001 and 2000, respectively.                                                                 1,537,892       4,316,973
    Inventory, less reserve for obsolescence of $64,311 and $39,955 in 2001 and 2000,
      respectively                                                                                   532,565         694,474
    Prepaid and other current assets                                                               1,037,970       1,744,908
                                                                                               --------------  --------------
        Total current assets                                                                       5,722,905      23,102,159
Property and equipment, net                                                                          242,802       7,975,967
Restricted investments                                                                                 7,000       3,485,007
Goodwill and intangible assets, net                                                                        -      19,967,910
                                                                                               --------------  --------------
        Total assets  .                                                                        $   5,972,707   $  54,531,043
                                                                                               ==============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                                           $   1,340,628   $   2,677,679
    Accrued expenses                                                                               1,035,271       2,540,289
    Accrued compensation                                                                               3,965       1,670,088
    Deferred revenue                                                                                 229,476         729,027
    Current portion of long-term debt                                                                101,659          11,986
    Current installments of obligations under capital leases                                               -       1,905,091
                                                                                               --------------  --------------
        Total current liabilities                                                                  2,710,999       9,534,160
Long-term debt                                                                                             -         116,002
Obligations under capital leases, excluding current installments                                           -         382,335
Deferred rent                                                                                              -         552,227
                                                                                               --------------  --------------
        Total liabilities                                                                          2,710,999      10,584,724
Stockholders' equity:
    Preferred stock, $0.001 par value; 3,000,000 shares authorized; no shares
      issued and outstanding at December 31, 2001 and 2000, respectively                                   -               -
    Common stock, $0.001 par value; 100,000,000 shares authorized; 31,081,574 and
      31,079,574 shares issued at December 31, 2001 and 2000, respectively                            31,082          31,080
Additional paid-in capital                                                                       218,255,565     218,254,968
Common stock, 699,281 common shares, held in treasury, at cost                                      (371,458)       (371,458)
Accumulated other comprehensive loss                                                                (120,866)        (55,682)
Accumulated deficit                                                                             (214,532,615)   (173,912,589)
                                                                                               --------------  --------------
        Total stockholders' equity                                                                 3,261,708      43,946,319
                                                                                               --------------  --------------
Commitments and contingencies
        Total liabilities and stockholders' equity                                             $   5,972,707   $  54,531,043
                                                                                               ==============  ==============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       45
<PAGE>
<TABLE>
<CAPTION>
                                         THEGLOBE.COM, INC.
                               CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                  YEAR ENDED DECEMBER 31,
                                                       --------------------------------------------
                                                           2001            2000           1999
                                                       -------------  --------------  -------------
<S>                                                    <C>            <C>             <C>
Revenues:
    Advertising                                        $  6,381,072   $  19,500,170   $ 16,398,914
    Electronic commerce and other                         9,693,321      10,361,799      2,242,046
                                                       -------------  --------------  -------------
        Total revenues                                   16,074,393      29,861,969     18,640,960

Cost of revenues                                         12,144,915      19,079,693      8,547,514
                                                       -------------  --------------  -------------
        Gross profit                                      3,929,478      10,782,276     10,093,446
Operating expenses:
    Sales and marketing                                   9,755,315      23,917,228     19,352,022
    Product development                                   3,810,876      10,241,792     10,488,190
    General and administrative                            6,596,500      13,173,344     12,164,650
    Restructuring and impairment charges                 17,091,343      41,347,738              -
    Amortization of goodwill and intangible assets        8,468,620      27,236,506     20,459,526
                                                       -------------  --------------  -------------
        Total operating expenses                         45,722,654     115,916,608     62,464,388
                                                       -------------  --------------  -------------
        Loss from operations                            (41,793,176)   (105,134,332)   (52,370,942)
Other income (expense):
    Interest and other income                             1,250,500       2,089,743      2,485,293
    Interest and other expense                              (61,246)       (553,332)      (780,654)
                                                       -------------  --------------  -------------
        Total other income, net                           1,189,254       1,536,411      1,704,639
                                                       -------------  --------------  -------------
        Loss before provision for income taxes
          and extraordinary item                        (40,603,922)   (103,597,921)   (50,666,303)
Provision for income taxes                                   16,104         267,800        290,337
                                                       -------------  --------------  -------------
        Loss before extraordinary item                  (40,620,026)   (103,865,721)   (50,956,640)
Extraordinary item-gain on early retirement of debt               -               -      1,355,698
                                                       -------------  --------------  -------------
        Net loss                                       $(40,620,026)  $(103,865,721)  $(49,600,942)
                                                       =============  ==============  =============
Basic and diluted net loss per share:
  Loss before extraordinary item                       $      (1.31)  $       (3.43)  $      (2.06)
  Extraordinary item-gain on early retirement of debt             -               -           0.06
                                                       -------------  --------------  -------------
  Net loss                                             $      (1.31)  $       (3.43)  $      (2.00)
                                                       =============  ==============  =============
Weighted average basic and diluted shares outstanding    31,081,324      30,286,102     24,777,444
                                                       =============  ==============  =============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       46
<PAGE>
<TABLE>
<CAPTION>
                                                        THEGLOBE.COM, INC.
                              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE LOSS



                                                                                        ACCUMUL
                                                                                          ATED
                                                                                         OTHER
                                                  ADDITIONAL                DEFERRED    COMPREH                         TOTAL
                                                   PAID-IN      TREASURY     COMPEN      ENSIVE     ACCUMULATED     STOCKHOLDERS'
                                COMMON STOCK       CAPITAL       STOCK       SATION       LOSS        DEFICIT          EQUITY
                            -------------------  ------------  ----------  ----------  ----------  --------------  ---------------
                              SHARES    AMOUNT
                            ----------  -------
<S>                         <C>         <C>      <C>           <C>         <C>         <C>         <C>             <C>
Balance at December 31,
  1998 . . . . . . . . . .  20,624,512  $20,625  $ 50,904,181  $       -   $(128,251)  $ (50,006)  $ (20,445,926)  $   30,300,623
Net loss . . . . . . . . .           -        -             -          -           -           -     (49,600,942)     (49,600,942)
Changes in net unrealized
loss on securities . . . .           -        -             -          -           -     (58,923)              -          (58,923)
Foreign currency
translation
  Adjustment . . . . . . .           -        -             -          -           -        (533)              -             (533)
                                                                                                                   ---------------

  Comprehensive loss . . .           -        -             -          -           -           -               -      (49,660,398)
Deferred compensation. . .           -        -       251,622          -    (251,622)          -               -                -
Amortization of deferred
  Compensation . . . . . .           -        -             -          -     110,566           -               -          110,566
Issuance of common stock
  in connection with
  exercise of stock
  options. . . . . . . . .     175,480      175       417,286          -           -           -               -          417,461
Issuance of common stock
  in connection with
  Employee Stock
  Purchase Plan. . . . . .       7,200        7        75,042          -           -           -               -           75,049
Issuance of common stock
  in connection with
  exercise of warrants . .     100,000      100       145,286          -           -           -               -          145,386
Issuance of common stock
  and options  in
  connection with
  acquisitions . . . . . .   3,363,726    3,364    80,472,172          -           -           -               -       80,475,536
Issuance of common stock
  in connection with
  Secondary Public
  Offering, net of
  offering costs . . . . .   3,500,000    3,500    65,009,935          -           -           -               -       65,013,435
Non-cash compensation. . .           -        -        31,769          -           -           -               -           31,769
                            ----------  -------  ------------  ----------  ----------  ----------  --------------  ---------------
Balance at December 31,
1999 . . . . . . . . . . .  27,770,918   27,771   197,307,293          -    (269,307)   (109,462)    (70,046,868)     126,909,427

Net loss . . . . . . . . .           -        -             -          -           -           -    (103,865,721)    (103,865,721)
Changes in net unrealized
loss on securities . . . .           -        -             -          -           -     108,929               -          108,929

Foreign currency
translation adjustment . .           -        -             -          -           -     (55,149)              -          (55,149)
                                                                                                                   ---------------
     Comprehensive loss. .           -        -             -          -           -           -               -     (103,811,941)

Amortization of deferred
compensation . . . . . . .           -        -             -          -    (269,307)          -               -         (269,307)

Issuance of common stock
in connection with                                                                 -                           -
exercise of stock options.     663,799      664       365,556          -                       -                          366,220
Issuance of common stock
in connection with
Employee Stock Purchase
Plan . . . . . . . . . . .      41,603       42        64,768          -           -           -               -           64,810
Issuance of common stock
and options in connection
with acquisitions. . . . .   1,903,973    1,904    15,063,314          -           -           -               -       15,065,218
Common stock issued in
connection with
Sportsline distribution
agreement. . . . . . . . .     699,281      699     4,999,301          -           -           -               -        5,000,000


                                       47
<PAGE>
Common stock
repurchased for treasury,
699,281 common shares. . .           -        -             -   (371,458)          -           -               -         (371,458)
Common stock options
issued in lieu of services
rendered . . . . . . . . .           -        -        57,024          -           -           -               -           57,024
Acceleration of stock
options in connection with
severance arrangements
                                     -        -       397,712          -           -           -               -          397,712
                            ----------  -------  ------------  ----------  ----------  ----------  --------------  ---------------
Balance at December 31,
2000 . . . . . . . . . . .  31,079,574   31,080   218,254,968   (371,458)          -     (55,682)   (173,912,589)      43,946,319
Net loss . . . . . . . . .           -        -             -          -           -           -     (40,620,026)     (40,620,026)
Foreign currency
  translation adjustment .           -        -             -          -           -     (65,834)              -          (65,834)
Net unrealized loss on
  securities . . . . . . .           -        -             -          -           -         650               -              650
                                                                                                                   ---------------
  Comprehensive loss . . .           -        -             -          -           -           -               -      (40,685,210)
Issuance of common stock
  in connection with
  exercise of stock
  options. . . . . . . . .       2,000        2           597          -           -           -               -              599
                            ----------  -------  ------------  ----------  ----------  ----------  --------------  ---------------
Balance at December 31,
  2001 . . . . . . . . . .  31,081,574  $31,082  $218,255,565  $(371,458)  $       -   $(120,866)  $(214,532,615)  $    3,261,708
                            ==========  =======  ============  ==========  ==========  ==========  ==============  ===============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       48
<PAGE>
<TABLE>
<CAPTION>
                                                 THEGLOBE.COM, INC.

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                   YEAR ENDED DECEMBER 31,
                                                                        --------------------------------------------
                                                                            2001            2000           1999
                                                                        -------------  --------------  -------------
<S>                                                                     <C>            <C>             <C>
Cash flows from operating activities:
  Net loss                                                              $(40,620,026)  $(103,865,721)  $(49,600,942)
    Adjustments to reconcile net loss to net cash used in operating
      activities:
      Depreciation and amortization                                       11,164,527      31,372,656     23,004,644
      Non-cash restructuring and impairment charges                       14,861,821      36,914,147              -
      Non-cash marketing expenses                                                  -       2,313,276              -
      Loss on sale of Games Domain and Console Domain                         32,398               -              -
      Gain on sale of Kids Domain                                             (4,839)              -              -
      Non-cash compensation                                                        -         454,736         31,769
      Amortization of deferred compensation                                        -         269,307        110,566
      Loss on disposal of equipment                                           62,198               -         99,179
      Amortization of debt discount                                                -               -        147,012
      (Gain) loss on sale of short-term securities                           (70,144)        108,929              -
      Gain on early retirement of debt                                             -               -     (1,355,698)
      Deferred rent                                                           56,982         113,964        438,263
    Changes in operating assets and liabilities, net of acquisitions
      and dispositions:
      Inventory, net                                                         161,909        (121,048)        48,312
      Accounts receivable, net                                             2,779,081         915,062     (1,896,755)
      Prepaid and other current assets                                       426,938        (584,307)    (1,405,132)
      Accounts payable                                                    (1,337,051)     (2,583,741)      (502,479)
      Accrued expenses                                                    (3,418,339)       (102,713)     1,444,820
      Deferred revenue                                                      (499,551)        132,980       (654,472)
                                                                        -------------  --------------  -------------
     Net cash used in operating activities                               (16,404,096)    (34,662,473)   (30,090,913)
                                                                        -------------  --------------  -------------

Cash flows from investing activities:
  Purchase of securities                                                     (58,638)    (35,076,829)   (30,135,867)
  Proceeds from sale of securities                                         3,074,386      51,369,206     11,686,864
  Proceeds from sale of property and equipment                               382,944               -              -
  Purchases of property and equipment                                       (440,689)     (2,871,235)    (5,556,647)
                                                                                                       -------------
  Release (payment of) security deposits, net                              3,478,007         172,490     (1,898,897)
  Proceeds from sale of properties                                           790,000               -              -
 (Cash paid for) acquired from acquisitions                                        -        (274,973)       552,159
                                                                        -------------  --------------  -------------
  Net cash provided by (used in) investing activities                      7,226,010      13,318,659    (25,352,388)
                                                                        -------------  --------------  -------------

Cash flows from financing activities:
  Payments of long-term debt                                                (116,002)         (8,145)    (1,379,738)
  Payments under capital lease obligations                                (1,447,302)     (2,003,389)    (1,492,333)
  Proceeds from exercise of common stock options and warrants                      -         366,220        562,847
  Net proceeds from issuance of common stock                                     599          64,810     65,088,484
  Payments for treasury stock                                                      -        (371,458)             -
                                                                        -------------  --------------  -------------
    Net cash (used in) / provided by financing activities                 (1,562,705)     (1,951,962)    62,779,260
                                                                        -------------  --------------  -------------
    Net change in cash and cash equivalents                              (10,740,791)    (23,295,776)     7,335,958
    Effect of exchange rate changes on cash and cash equivalents             (44,935)         59,332           (533)
Cash and cash equivalents at beginning of period                          13,349,554      36,585,998     29,250,572
                                                                        -------------  --------------  -------------
Cash and cash equivalents at end of period                              $  2,563,828   $  13,349,554   $ 36,585,998
                                                                        =============  ==============  =============

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest                                                            $    174,111   $     364,316   $    534,458
                                                                        =============  ==============  =============
    Income taxes                                                        $    100,206   $     156,313   $    209,723
                                                                        =============  ==============  =============
Supplemental disclosure of non-cash transactions:
  Common stock and options issued in connection with business acquired  $          -   $  15,065,218   $ 80,475,536
                                                                        =============  ==============  =============
  Equipment acquired under capital leases                               $          -   $     132,431   $  2,545,134
                                                                        =============  ==============  =============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       49
<PAGE>
                               THEGLOBE.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

(1)  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     (a)  Description  of  the  Company

theglobe.com,  inc.  was  incorporated  on May 1, 1995 (inception) and commenced
operations  on  that  date.  theglobe.com was an online property with registered
members  and  users  in  the United States and abroad which allowed its users to
personalize  their  online  experience  by  publishing  their  own  content  and
interacting  with  others  having  similar  interests.  However,  due  to  the
continuing  decline  in  the  advertising market, the Company was forced to take
additional  cost-reduction and restructuring initiatives, which included closing
www.theglobe.com  business effective August 15, 2001.  The Company then began to
----------------
aggressively  seek  buyers  for  some or all of its remaining online and offline
properties,  which  consisted primarily of games-related properties.  In October
2001,  the  Company  sold  all  of  the assets used in connection with the Games
Domain and Console Domain websites to British Telecommunications plc, and all of
the assets used in connection with the Kids Domain website to Kaboose Inc.  (See
Note  4  of  notes  to  consolidated  financial  statements  -  Dispositions).

As  of  December  31,  2001, the Company continues to operate its Computer Games
print  magazine  and  the  associated  website  Computer  Games  Online
(www.cgonline.com),  as well as the games distribution business of Chips & Bits,
                --
Inc.  (www.chipsbits.com).  Also  as of December 31, 2001, the Company continued
to  host  its  Happy  Puppy.com  website  for  game  downloads only, but with no
associated  sales  staff or editorial staff, for purposes of finding a buyer for
the  site  and  preserving the Happy Puppy brand.  In February 2002, the Company
sold  all  of  the  assets  used  in  connection with the Happy Puppy website to
Internet  Game  Distribution,  LLC  (See  Note  16  of  notes  for  consolidated
financial statements - Subsequent Events).  As of December 31, 2001, the Company
continued  to  actively  explore  a  number  of  strategic  alternatives for its
remaining  online  and offline game properties, including selling some or all of
these  properties and/or entering into new or different lines of business, which
may  include  investments  in  real  estate.

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

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

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


                                       50
<PAGE>
The  Company's  December  31,  2001  consolidated financial statements have been
prepared  assuming the Company will continue as a going concern. The Company has
suffered recurring losses from operations since inception that raise substantial
doubt  about  its  ability  to  continue as a going concern.  Management and the
Board  of  Directors  are currently exploring a number of strategic alternatives
and  also  continuing  to identify and implement internal actions to improve the
Company's  liquidity  and  operations.  These  alternatives  may include selling
assets,  which  could  result  in  significant changes in the Company's business
plan,  or  entering  into  new or different lines of business, which may include
investments  in  real  estate.  The  consolidated  financial  statements  do not
include  any adjustments that might result from the outcome of this uncertainty.

     (b)  Principles  of  Consolidation

The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiaries from their respective dates of acquisition (see
Note  5  of  notes  for  consolidated  financial  statements).  All  significant
inter-company  balances  and transactions have been eliminated in consolidation.

     (c)  Cash  and  Cash  Equivalents

The  Company  considers  all  highly  liquid securities with maturities of three
months  or  less  to  be  cash  equivalents.  Cash equivalents were $0 and $13.3
million at December 31, 2001 and 2000, respectively, and consisted of government
securities.

     (d)  Short-term  Investments

The Company accounts for its short-term investments in accordance with Statement
of  Financial  Accounting Standards No. 115, "Accounting for Certain Investments
in  Debt  and  Equity  Securities"  ("SFAS  115").  SFAS  115  establishes  the
accounting  and  reporting  requirements  for  all  debt  securities  and  for
investments  in  equity  securities  that  have readily determinable fair market
value.  All  short-term  marketable  securities must be classified as one of the
following:  held-to-maturity,  available-for-sale  or  trading  securities.  The
Company's  short-term  investments  consist  of held-to-maturity securities. The
Company's  held-to-maturity  securities  are  carried  at  amortized cost in the
statement  of  financial  position.  The amortization of the discount or premium
that  arises  at  acquisition  is  included  in  earnings.  The  Company's
available-for-sale  securities  are carried at fair value, with unrealized gains
and  losses  reported  as  Accumulated Other Comprehensive Loss in stockholders'
equity.  Realized  gains,  realized  losses  and  declines in value judged to be
other-than-temporary, are included in interest income (expense).  All such gains
and  losses are calculated on basis of specific-identification method.  Interest
earned  is  included  in  earnings.

For  the years ended December 31, 2001, 2000, and 1999, realized gains or losses
upon  the  sale of securities were not material.  At December 31, 2001 and 2000,
the  fair value of the Company's available-for-sale securities approximated cost
and  unrealized  gains  and  losses were not material.  The Company's short-term
investments  were  comprised  of  the  following  at December 31, 2001 and 2000:

<TABLE>
<CAPTION>
                                DECEM     BER 31,
                                 2001      2000
                               --------  ---------
                               (IN THO    USANDS)
                               --------  ---------
<S>                            <C>       <C>
Available-for-sale securities  $     51  $       -
Held-to-maturity securities .         -      2,996
                               --------  ---------
  Short-term investments. . .  $     51  $   2,996
                               ========  =========
</TABLE>


     (e)  Inventory

Inventories, consisting of products available for sale, are recorded using the
specific-identification method and valued at the lower of cost or market value.
The Company's provision for obsolescent inventory as of December 31, 2001 and
December 30, 2000 was $64,311 and $39,955, respectively.


                                       51
<PAGE>
     (f)  Property  and  Equipment

Property  and  equipment  is stated at cost, net of accumulated depreciation and
amortization.  Property  and  equipment  is  depreciated using the straight-line
method over the estimated useful lives of the related assets, generally three to
five  years  for equipment, three years for software and five to seven years for
furniture  and  fixtures.

     (g)  Restricted  Investments  and  Letter  of  Credit

At  December  31,  2001  restricted  investments consisted of $7,000 in security
deposits  related to office space.  At December 31, 2000, 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  of  $3.5  million.  The  Company  was contingently liable under a
standby  letter  of  credit of $1.4 million at December 31, 2000.  The letter of
credit related to the Company's office-space lease, which was fully secured by a
restricted certificate of deposit held by the Company. At December 31, 2001, the
Company  had  no  letters  of credit outstanding.  The remaining $2.1 million of
restricted  cash  was  various  security deposits, which were held as collateral
against  various operating and capital leases.  These security deposits were all
liquidated,  as  substantially all of the Company's operating and capital leases
were  terminated  or  settled  in  2001.

     (h)     Goodwill  and  Intangible  Assets

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

(i)     Impairment  of  Long-Lived  Assets

Long-lived  assets, including fixed assets, goodwill and other intangible assets
are reviewed for impairment whenever events or changes in circumstances indicate
that  the  carrying  amount  of  an  asset may not be recoverable.  If events or
changes  in  circumstances indicate that the carrying amount of an asset may not
be  recoverable,  the  Company  estimates  the undiscounted future cash flows to
result  from  the  use of the asset and its ultimate disposition.  If the sum of
the  undiscounted  cash  flows  is  less  than  the  carrying value, the Company
recognizes  an  impairment  loss,  measured  as the amount by which the carrying
value  exceeds  the  fair  value  of  the  asset.  Fair value would generally be
determined  by  market  value.  Assets  to  be  disposed of are the lower of the
carrying value or fair value less costs to sell.  In 2000, the Company wrote off
$32.4 million in net book value of goodwill and intangible assets.  In 2001, the
Company  wrote  off  $10.7  million in net book value of goodwill and intangible
assets  and  $5.2  million  in  net  book  value  of  fixed  assets.

     (j)     Fair  Value  of  Financial  Instruments

The carrying amount of certain of the Company's financial instruments, including
cash,  cash  equivalents,  short-term investments, accounts receivable, accounts
payable,  accrued expenses and deferred revenue, approximate their fair value at
December  31,  2001  and  2000  because  of  their  short  maturities.

     (k)  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 consolidated
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  the
consolidated  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.


                                       52
<PAGE>
     (l)  Revenue  Recognition

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

     ADVERTISING

Online  advertising  revenues  are recognized ratably in the period in which the
advertisement  is  displayed,  provided  that no significant Company obligations
remain  and  collection  of  the  resulting  receivable  is  probable.  Company
obligations  typically  include  the  guarantee  of  a  minimum  number  of
"impressions",  defined  as the number of times that an advertisement appears in
pages  viewed  by the users of the Company's online properties, for a fixed fee.
Payments  received  from advertisers prior to displaying their advertisements on
the  Company's  sites  are  recorded  as deferred revenues and are recognized as
revenue  ratably  when  the  advertisement  is displayed.  To the extent minimum
guaranteed impressions levels are not met, the Company defers recognition of the
corresponding  revenues  until  guaranteed  levels  are achieved.  The Company's
online  advertising  revenue  includes  the  development and sale of sponsorship
placements  within  its  web  sites.  Development  fees  related  to the sale of
sponsorship  placements  on  the Company's web sites are deferred and recognized
ratably  as  revenue  over  the  term  of  the  contract.

The Company also derives revenue through the sale of advertisements in its games
information  magazine, which was acquired in February 2000. Advertising revenues
for  the  games  information  magazine are recognized at the on-sale date of the
magazine.

Advertising  revenue  from  the  Company's online properties for the years ended
December  31,  2001,  2000  and  1999  was $2.9 million, $15.0 million, and 16.4
million,  respectively.  Advertising  revenue from the Company's games magazine,
which  was  acquired in February 2000, for the years ended December 31, 2001 and
2000  was  $3.5  million  and  $4.5  million, respectively.  Advertising revenue
accounted for 40%, 65% and 5% of total revenues for the years ended December 31,
2001,  2000,  and  1999,  respectively.

The  Company  traded  advertisements  on  its  web  properties  in  exchange for
advertisements  on  the  Internet sites of other companies.  Barter revenues and
expenses are recorded at the fair market value of services provided or received,
whichever  is  more  readily  determinable  in  the circumstances.  Revenue from
barter transactions is recognized as income when advertisements are delivered on
the  Company's  web properties.  Barter expense is recognized when the Company's
advertisements  are run on other companies' web sites, which typically occurs in
the same period in which barter revenue is recognized.  Barter revenues were 1%,
4%  and  4%  of  total  revenues for the years ended December 31, 2001, 2000 and
1999,  respectively.

     ELECTRONIC  COMMERCE  AND  OTHER

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

Sales  from  the  online  store  are  recognized  as revenue when the product is
shipped  to  the  customer. Freight out costs are included in net sales and have
not been significant to date.  The Company provides an allowance for merchandise
sold  through  its  online  store.  The  allowance provided to date has not been
significant.

Newsstand  sales of the games information magazine are recognized at the on-sale
date  of  the  magazine, net of provisions for estimated returns.  Subscriptions
are  recorded  as  deferred  revenue  when  initially received and recognized as
income  pro  ratably  over  the  subscription  term.


                                       53
<PAGE>
Revenues  from the Company's share of the proceeds from its e-commerce partners'
sales  are  recognized upon notification from its partners of sales attributable
to  the  Company's  sites.  To date revenues from e-commerce revenue shares have
been  immaterial.

Sales  through  the  online store accounted for 31% or $5.1 million, 24% or $7.2
million,  and 12% or $2.2 million of total revenues for the years ended December
31,  2001,  2000,  and  1999,  respectively.  Sales  of  the  Company's  games
information  magazine,  which  was acquired in February 2000, through newsstands
and  subscriptions  accounted for 29% or $4.9 million and 11% or $3.2 million of
total revenue for the years ended December 31, 2001 and 2000, respectively.  The
Company  acquired  its  games  information  magazine  in  February  2000.

     (m)  Advertising  Costs

Advertising  costs  are  expensed  as  incurred  and  are  included in sales and
marketing  expense.  Advertising  costs were $5.1 million, $7.9 million and $8.7
million  for  the  years  ended December 31, 2001, 2000, and 1999, respectively.
Barter  advertising  costs  were  1%,  4% and 4% of total revenues for the years
ended  December  31,  2001,  2000  and  1999,  respectively.

     (n)  Product  Development

Product  development expenses include professional fees, staff costs and related
expenses  associated with the development, testing and upgrades to the Company's
website  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.  The  Company accounts for
development  costs in accordance with the American Institute of Certified Public
Accountants'  Statement  of  Position 98-1, "Accounting for the Cost of Computer
Software  Developed  or  Obtained  for  Internal  Use"  ("SOP  98-1").  SOP 98-1
requires  all  costs  related  to the development of internal use software other
than  those  incurred during the application development stage to be expensed as
incurred.  Its  also  provides  guidance on the capitalization of costs incurred
during  the  application  development  stage  for computer software developed or
obtained  for  internal  use.  As  of  December  31,  2001 there were no amounts
capitalized.

     (o)  Stock-Based  Compensation

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

The  Company  has  adopted  FASB  Interpretation  No  44, Accounting for Certain
Transactions  Involving  Stock  Compensation"  ("FIN  No.  44")  which  provides
guidance  for  applying  APB  Opinion  No  25.  "Accounting  for Stock Issued to
Employees.  With  certain  exceptions,  FIN  No. 44 applies prospectively to new
awards,  exchanges  of  awards  in  a  business  combination,  modifications  to
outstanding  awards and changes in grantee status on or after July 1, 2000.  The
Company  applied  FIN  No.  44 to account for its cancellation and reissuance of
options  and there has been no impact on its results of operations for the years
ended  December  31,  2001  and  2000.  (See  note  2  of notes for consolidated
financial  statements)  The  Company cannot estimate the impact of FIN No. 44 on
its future results of operations as the charge is dependent on the future market
price  of  the Company's common stock, which cannot be predicted with any degree
of  certainty.  Depending  upon  movements  in the market value of the Company's
common  stock,  this  accounting  treatment  may  result in significant non-cash
compensation  charges  in  future  periods.

(p)     Net  Loss  Per  Common  Share

The  Company  reports  net loss per common share in accordance with Statement of
Financial  Accounting  Standard  No.  128,  "Computation of Earnings Per Share,"
("SFAS 128").  In accordance with SFAS 128 and the SEC Staff Accounting Bulletin
No.  98,  basic earnings-per-share is 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.


                                       54
<PAGE>
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
years  ended  December  31,  2001, 2000 and 1999 does not include the effects of
options  to purchase 3,104,349, 3,891,317, and 4,301,887 shares of Common Stock,
respectively  nor  warrants  to  purchase  4,011,534, for each of the years then
ended.

     (q)     Comprehensive  Income  (Loss)

The Company reports comprehensive income (loss) in accordance with the Statement
of  Financial  Accounting  Standard  No.  130,  "Reporting Comprehensive Income"
("SFAS  130").  This  statement  establishes  standards  for  the  reporting and
display  of  comprehensive  income  (loss)  and  its components in a full set of
general-purpose  financial  statements.  Comprehensive  income  (loss) generally
represents  all  changes  in  shareholders'  equity during the year except those
resulting  from  investments  by,  or  distributions  to,  shareholders.

     (r)  Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets and liabilities and the disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.  These
estimates  and  assumptions  relate  to  estimates of collectibility of accounts
receivable,  the  valuation  of inventory, the realization of goodwill and other
intangible assets, accruals and other factors.  Actual results could differ from
those  estimates.

      (s)     Concentration  of  Credit  Risk

Financial instruments which subject the Company to concentrations of credit risk
consist  primarily  of  cash and cash equivalents, short-term investments, trade
accounts  receivable  and  restricted investments.  The Company invests its cash
and cash equivalents and short-term investments among a diverse group of issuers
and instruments.  The Company performs periodic evaluations of these investments
and  the  relative  credit  standings of the institutions with which it invests.

The  Company's  customers  are primarily concentrated in the United States.  The
Company  performs  ongoing  credit  evaluations  of  its  customers'  financial
condition  and establishes an allowance for doubtful accounts based upon factors
surrounding  the  credit  risk  of  customers,  historical  trends  and  other
information.  Concentration of credit risk is limited due to the Company's large
number  of  customers,  however the Company's online advertising client base has
been  until  recently  concentrated  among  dedicated  internet  companies.

For  the  years  ended December 31, 2001, 2000, and 1999 there were no customers
that  accounted  for over 10% of revenues generated by the Company.  The Company
had  no  customers  that  represented more than 10% of accounts receivable as of
December  31,  2001  and  2000.

     (t)  Segment  Reporting

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


                                       55
<PAGE>
The  Company's  revenues have been earned primarily from customers in the United
States.  In  addition,  all  significant  operations and assets are based in the
United  States.

     (u)  Recent  Accounting  Pronouncements

In  June  2001,  the  Financial  Accounting Standards Board issued SFAS No. 141,
"Business  Combinations,"  and  SFAS  No.  142,  "Goodwill  and Other Intangible
Assets."  SFAS  No.  141 requires that the purchase method of accounting be used
for  all business combinations.  SFAS No. 141 specifies criteria that intangible
assets  acquired  in  a  business  combination  must  meet  to be recognized and
reported  separately from goodwill.  SFAS No. 142 will require that goodwill and
intangible  assets  with  indefinite  useful  lives  no longer be amortized, but
instead  tested  for  impairment  at  least  annually  in  accordance  with  the
provisions  of  SFAS No. 142.  SFAS No. 142 also requires that intangible assets
with  estimable useful lives be amortized over their respective estimated useful
lives  to  their  estimated  residual  values,  and  reviewed  for impairment in
accordance  with  SFAS  No.  121,  "Accounting  for the Impairment of Long-Lived
Assets  and  for Long-Lived Assets to Be Disposed Of," and subsequently SFAS No.
144  after  its  adoption.

The  Company  adopted the provisions of SFAS No. 141 as of July 1, 2001 and SFAS
No. 142 is effective January 1, 2002.  Goodwill and intangible assets determined
to  have  an  indefinite  useful life acquired in purchase business combinations
completed  after  June 30, 2001, but before SFAS No. 142 is adopted in full, are
not amortized.  Goodwill and intangible assets acquired in business combinations
completed  before  July  1,  2001  will  continue to be amortized and tested for
impairment  prior  to  the  full  adoption  of  SFAS  No.  142.

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

In  connection  with SFAS No. 142's transitional goodwill impairment evaluation,
the  statement requires the Company to perform an assessment of whether there is
an  indication  that  goodwill  is  impaired  as  of  the  date of adoption.  To
accomplish  this the Company must identify its reporting units and determine the
carrying  value  of each reporting unit by assigning the assets and liabilities,
including  the existing goodwill and intangible assets, to those reporting units
as  of  January  1,  2002.  The Company will then have up to six months from the
date  of adoption to determine the fair value of each reporting unit and compare
it  to  the  reporting unit's carrying amount.  To the extent a reporting unit's
carrying  amount exceeds its fair value, an indication exists that the reporting
unit's  goodwill may be impaired and the Company must perform the second step of
the transitional impairment test. The second step is required to be completed as
soon  as  possible, but no later than the end of the year of adoption.    In the
second  step,  the  Company must compare the implied fair value of the reporting
unit's goodwill, determined by allocating the reporting unit's fair value to all
of  it  assets (recognized and unrecognized) and liabilities in a manner similar
to  a purchase price allocation in accordance with SFAS No. 141, to its carrying
amount,  both  of  which  would  be  measured  as  of  the  date  of  adoption.

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


                                       56
<PAGE>
The  Company is required to adopt Statement 144 no later than the year beginning
after  December  15,  2001,  and  plans  to adopt its provisions for the quarter
ending March 31, 2002.  Management does not expect the adoption of Statement 144
for  long-lived  assets  held for use to have a material impact on the Company's
financial  statements  because  the impairment assessment under Statement 144 is
largely  unchanged  from  Statement  121.  The  provisions  of the Statement for
assets  held  for  sale  or  other disposal generally are required to be applied
prospectively  after  the  adoption date to newly initiated disposal activities.
Management  has  determined  that  the adoption of Statement 144 will not have a
material  impact  on  the  Company's  financial  statements.

(2)     STOCK  OPTION  REPRICING

On  May  31,  2000,  the  Company offered to substantially all of its employees,
excluding  executive  officers  and  the Board of Directors, the right to cancel
certain outstanding stock options and receive new options with an exercise price
equal to the then current fair market value of the stock.  Options to purchase a
total  of  approximately  1.1  million  shares, approximately 20% of outstanding
options,  were canceled and approximately 856,000 new options were granted at an
exercise  price of $1.594 per share, which was based on the closing price of the
Company's  common  stock on May 31, 2000.  The new options vest at the same rate
that  they would have vested under previous option plans.  As described above in
note  1(o),  the  Company  is accounting for these re-priced stock options using
variable  accounting in accordance with FIN No. 44.  In addition, as a result of
options,  which  were  granted  within  six  months  of  the  cancellations,  an
additional  244,000  options also require variable accounting in accordance with
FIN  No.  44.  For the years ended December 31, 2001 and 2000, there has been no
compensation  charge  relating to the re-pricing due to the decrease in value of
the  common  stock  price.  Depending  upon movements in the market value of the
Company's  common  stock,  this  accounting  treatment may result in significant
non-cash  compensation  charges  in  future  periods.

(3)     RESTRUCTURING AND IMPAIRMENT CHARGES

For  the  years  ended  December  31,  2001,  and December 31, 2000, the Company
recorded  restructuring  and  impairment  charges  of  $17.1  million  and $41.3
million,  respectively.

In the second quarter of 2001, the Company announced cost-reduction initiatives.
These  initiatives  included  the  elimination  of  59  positions, or 31% of the
Company's  workforce at that time.  The severance benefits of $470,000 were paid
in  the  second  quarter  of  2001.  Additionally,  the  Company  closed its San
Francisco  office  in  May  2001  and an additional $54,000 security deposit was
relinquished  as  settlement  to  terminate  the  remaining  lease  obligation.

In  the  second quarter of 2001, the Company recorded impairment charges of $4.5
million  related  to  the  servers  and  computers  used for serving and hosting
www.webjump.com  and  www.theglobe.com  as  a  result  of  management's  ongoing
---------------       ----------------
business  review  and  impairment  analysis  performed under its existing policy
regarding  impairment  of  long-lived  assets.

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

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


                                       57
<PAGE>
Further,  in  the  third  quarter  of  2001,  the  Company  recorded  additional
impairment  charges  of  $4.2  million, of which $3.6 million related to Chips &
Bits  and  Strategy  Plus  and  $0.6  million  related to Attitude Network, Ltd.
related  to  goodwill  and  other intangible assets, as a result of management's
ongoing  business  review  and  impairment analysis performed under its existing
policy  regarding  impairment  of  long-lived  assets.

 In  the  fourth  quarter  of 2001, severance benefits of $0.1 million were paid
relating  to  the cost cutting measures initiated in the third quarter 2001. The
company  also  wrote  off  $3.3  million  in goodwill as result of comparing the
carrying  values  of  goodwill  to  their  fair  values.

Where impairment indicators were identified, management determined the amount of
the  impairment  charge  by  comparing the carrying values of goodwill and other
long-lived  assets  to their fair values. Management determines fair value based
on  a  market approach, which during 2001 and 2000 mainly included proposals for
sale  of  its  business  properties.  As a result, during management's quarterly
review  of   the  value  and  periods of amortization of both goodwill and other
long-lived  assets,  it  was  determined that the carrying value of goodwill and
certain  other  tangible  and  intangible  assets  were  not  fully recoverable.

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

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

As  of  December  31,  2001, the amount remaining in the Company's restructuring
accruals  recorded  in  2001  and  2000  were  $200,000  and  $0,  respectively.

As  of  December 31, 2001, after giving effect to the fourth quarter of 2000 and
full-year  2001  impairment  charges, the total remaining amount of goodwill and
other intangible assets, net, is $0 for Attitude Networks, which was acquired in
April  1999,  and  $0  for Chips & Bits and Strategy Plus which were acquired in
February  2000.  The  impairment  factors  evaluated by management may change in
subsequent  periods,  given  that  our  business  operates  in a highly volatile
business  environment.

In  the second quarter of 2000, we recorded a $15.6 million restructuring charge
as  a  result  of  a  strategic  decision  made  by  management to shut down our
electronic  commerce  operations  in Seattle, Washington in order to realign our
electronic  commerce  operations  to focus on the direct sale of video games and
related  products  as well as revenue share relationships with third parties who
are  interested  in  reaching  our  targeted audiences. The $15.6 million charge
incurred  primarily  related  to  a  $12.8  million  write-off  of the remaining
goodwill  and  intangibles  associated  with  our  1999  acquisition  of
Factorymall.com,  costs associated with the closing of the Seattle operations of
$0.5  million,  write-offs  related  to the disposal of inventory, equipment and
other  assets  of $1.7 million as well as $0.6 million of employee severance and
related  benefits incurred primarily related to the termination of 30 employees.


                                       58
<PAGE>
In  the  fourth  quarter  of  2000,  we  incurred an additional $25.7 million in
restructuring  and  impairment  charges  as  follows:

     -    We recorded a restructuring charge of $1.8 million, including $398,000
          of  non-cash  compensation, as a result of strategic decisions made by
          management  to  increase operational efficiencies, improve margins and
          further reduce expenses. The restructuring charge primarily related to
          a  workplace  reduction  of  26  employees.
     -    In  addition,  we  recorded  an  impairment  charge of $4.3 million in
          connection  with  our  termination  of  a  distribution agreement with
          Sportsline  in  November  2000.
     -    As  discussed  below,  we  also  recorded  impairment charges of $19.6
          million  as  a  result  of  management's  ongoing  business review and
          impairment  analysis  performed  under  its  existing policy regarding
          impairment  of  long-lived  assets.

In  1999,  the  Company completed acquisitions of Attitude Network, Ltd. and the
web  hosting assets of Webjump.com that were financed principally with shares of
the  Company's common stock, and were valued based on the price of the Company's
common  stock  at  that  time.  The  revaluation  was triggered by the continued
decline  in  Internet  advertising throughout 2000, which significantly impacted
current projected advertising revenue generated from these web based properties.
In  addition,  each  of  these web based properties have experienced declines in
operating and financial metrics over the past several quarters, primarily due to
the continued weak overall demand of on-line advertising and marketing services,
in  comparison  to  the  metrics  forecasted  at  the  time  of their respective
acquisitions.  The  impairment  analysis  considered  that  these  web-based
properties  were acquired during 1999 and that the intangible assets recorded at
the  time of acquisition was being amortized over useful lives of 2 - 3 years (3
years  for  goodwill).  As  a  result,  it was determined that the fair value of
Attitude's and Webjump's goodwill and other intangible assets were less than the
recorded  amount,  therefore,  an  impairment  charge  of $13.6 million and $6.0
million,  respectively,  were  recorded.  The  methodology  used to test for and
measure  the  amount  of the impairment charge was based on the same methodology
the  Company  used  during  its  initial  acquisition  valuation of Attitude and
Webjump  in  1999.

The  Company's  management  performs  on-going  business  reviews  and, based on
quantitative  and  qualitative  measures, assesses the need to record impairment
losses  on  long-lived  assets used in operations when impairment indicators are
present.  Where impairment indicators were identified, management determined the
amount of the impairment charge by comparing the carrying values of goodwill and
other  long-lived  assets  to their fair values. These evaluations of impairment
are  based on achievement of business plan objectives and milestones of each web
based  property,  the  fair  value  of  each  ownership interest relative to its
carrying value, the financial condition and prospects of the web based property,
and other relevant factors. The business plan objectives and milestones that are
considered  include,  among others, those related to financial performance, such
as  achievement  of  planned financial results and completion of capital raising
activities,  if  any, and those that are not primarily financial in nature, such
as the launching or enhancements of a web site, the hiring of key employees, the
number  of  people  who have registered to be part of the associated properties'
web community, and the number of visitors to the associated properties' web site
per  month.  Management  determines fair value based on a market approach, which
includes  analysis  of  market  price multiples of companies engaged in lines of
business  similar  to  the  company. The market price multiples are selected and
applied  to  the company based on the relative performance, future prospects and
risk  profile  of  the  company  in  comparison to the guideline companies. As a
result,  during  management's  quarterly  review  of  the  value  and periods of
amortization  of  both  goodwill  and other long-lived assets, it was determined
that the carrying value of goodwill and certain other intangible assets were not
fully  recoverable.

(4)     DISPOSITIONS

In  August  2001,  the  Company  sold  the  www.webjump.com URL to USGO Inc. for
                                            ---------------
$20,000,  of  which  the  entire amount represents gain on sale of other assets.

On October 30, 2001, the Company sold to the management of Kaboose.com, Inc. all
of  the assets used in connection with the KidsDomain.com web site for  $75,000.
As  a result, the Company recognized a gain on the sale of Kids Domain assets of
approximately  $5,000.


                                       59
<PAGE>
On  October 17, 2001, the Company sold to British Telecommunications, plc all of
the  assets  used  in  connection  with  the Games Domain and Console Domain web
sites.  The  total  consideration  for the purchase is the sum of: $420,000 upon
contract  completion;  a  first  installment  payment  of a minimum of $147,500,
which  was  received  in 2002 and up to a maximum  of  $220,500,  based  on  the
percentage achievement of a predetermined revenue  target for the fourth quarter
of 2001, ending December 31, 2001; and, a second  installment  of  a  minimum of
$147,500 and up to a maximum of $220,500, based  on  the  percentage achievement
of  a  predetermined  revenue  target  for the first  quarter  of  2002,  ending
March  31,  2002.  The  minimum  consideration  is  $715,000  and  the  maximum
potential  consideration is $861,000.  Accordingly, as of December 31, 2001, the
Company  recognized  a  loss  on the sale of the Games Domain and Console Domain
assets  of approximately $32,000 based on the minimum potential consideration as
of  December  31,  2001.  The  Company  has  a  receivable  from  British
Telecommunications  plc in the amount of $358,293 as of December 31, 2001, which
is  included  in  prepaid  expenses and other current assets in the consolidated
balance  sheet.

(5)  ACQUISITIONS

          a)   factorymall.com,  inc.

On  February  1,  1999, theglobe formed Nirvana Acquisition Corp. ("Nirvana"), a
Washington  corporation  and  a wholly owned subsidiary of theglobe. Nirvana 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,  Nirvana, and factorymall and certain shareholders
thereof. As a result of the merger, factorymall became a wholly owned subsidiary
of theglobe. factorymall operated Azazz, a leading interactive department store.
This  transaction  was  accounted  for  under the purchase method of accounting.

The  consideration  paid  by theglobe in connection with the merger consisted of
approximately  614,104  newly  issued  shares  of  Common Stock, valued at $17.5
million.  In addition, options to purchase shares of factorymall's common stock,
without  par  value, were exchanged for options to purchase approximately 82,034
shares  of theglobe's Common Stock, valued at $1.7 million. Warrants to purchase
shares  of  factorymall  common  stock  were  exchanged for warrants to purchase
approximately  18,810 shares of theglobe's Common Stock, valued at $0.4 million.
theglobe  also  assumed  certain  bonus  obligations of factorymall triggered in
connection  with  the  merger  that  resulted  in  the  issuance  by theglobe of
approximately 73,728 shares of Common Stock, valued at $2.0 million, and payment
by  theglobe  of  approximately $0.5 million in cash, which has been included as
part  of  the  total  purchase  price  consideration.  The Company also incurred
expenses  of  approximately  $0.7  million  related  to  the  merger.

The  total  purchase price for this transaction was approximately $22.8 million.
Of  this  amount, approximately $0.1 million of the purchase price was allocated
to  net  tangible  assets.  The historical carrying amounts of such net tangible
assets approximated their fair values.  The purchase price in excess of the fair
value  of  the  net  tangible assets assumed, in the amount of $22.7 million was
allocated  to  goodwill  and certain identifiable intangible assets and is being
amortized  using the straight-line method over its estimated useful life of 2 to
3  years  (3 years for goodwill), the expected period of benefit.  Factorymall's
results  of  operations are included in the consolidated statement of operations
from  February  1,  1999.  In  April  2000,  the  Company  decided  to  close
Factorymall's  operations  and  recorded  an impairment and restructuring charge
(see  Note  3  for  additional  information).

     b)   Attitude  Network,  Ltd.

On  April 5, 1999, theglobe formed Bucky Acquisition Corp. ("Bucky"), a Delaware
corporation and a wholly owned subsidiary of theglobe. Bucky was merged with and
into  Attitude Network, Ltd., a Delaware corporation ("Attitude"), with Attitude
as the surviving corporation. The merger was effective pursuant to the Agreement
and  Plan  of Merger, dated April 5, 1999, which closed on April 9, 1999, by and
among  theglobe.com,  Bucky,  Attitude  and  certain  shareholders thereof. As a
result of the merger, Attitude became a wholly owned subsidiary of theglobe.com.
Attitude's  properties publish games information content and include HappyPuppy,
Kids Domain, Console Domain and Games Domain. This transaction was accounted for
under  the  purchase  method  of  accounting.


                                       60
<PAGE>
The  consideration  paid by theglobe.com in connection with the merger consisted
of  1,570,922  newly  issued shares of Common Stock, valued at $43.1 million. In
addition,  options  to purchase shares of Attitude's common stock were exchanged
for  options  to purchase approximately 84,760 shares of Common Stock, valued at
$1.9  million.  Warrants  to  purchase  shares  of  Attitude  common  stock were
exchanged  for  warrants  to  purchase  approximately  46,706 shares of theglobe
Common  Stock,  valued  at  $1.0  million. The Company also incurred expenses of
approximately  $0.8  million  related  to  the  merger.

The  total  purchase price for this transaction was approximately $46.8 million.
Of  this  amount, approximately $0.2 million of the purchase price was allocated
to  net  tangible  liabilities.  The  historical  carrying  amounts  of such net
tangible  liabilities  approximated  their  fair  values.  The purchase price in
excess  of  the fair value of the net tangible liabilities assumed in the amount
of  $47.0  million was allocated to goodwill and certain identifiable intangible
assets  and  is  being  amortized  using  the  straight-line  method  over a its
estimated  useful  life  of 3 years, the expected period of benefit.  Attitude's
results  of  operations are included in the consolidated statement of operations
from  April  9, 1999.  See Note 3 of notes for consolidated financial statements
for additional information regarding impairment charge.  See Note 4 of notes for
consolidated  financial  statements  for  additional  information  regarding the
disposition  of  Attitude's  assets.

     (c)  Chips  &  Bits  and  Strategy  Plus

On  February  24,  2000,  CB  Acquisition  Corp.  ("CB  Merger  Sub"), a Vermont
corporation  and  a  wholly owned subsidiary of theglobe.com was merged with and
into  Chips  &  Bits, Inc., a Vermont corporation ("Chips & Bits"), with Chips &
Bits as the surviving corporation (the "CB Merger").  Also on February 24, 2000,
SP Acquisition Corp. ("SP Merger Sub"), a Vermont corporation and a wholly owned
subsidiary  of  theglobe.com,  was  merged  with and into Strategy Plus, Inc., a
Vermont  corporation  ("Strategy  Plus"),  with  Strategy  Plus as the surviving
corporation  (together  with  the  CB  Merger, the "Mergers").  The Mergers were
effected  pursuant  to  an  Agreement and Plan of Merger dated as of January 13,
2000  by  and  among  theglobe.com,  CB Merger Sub, SP Merger Sub, Chips & Bits,
Strategy  Plus, Yale Brozen and Christina Brozen (the "Merger Agreement").  As a
result  of  the Mergers, both Chips & Bits and Strategy Plus became wholly owned
subsidiaries  of  theglobe.com.

The  consideration  paid  by  the  Company  consisted of 1,903,977 shares of the
Company's  Common  Stock,  valued  at  $14.9 million.  The Company also incurred
acquisition  costs of approximately $0.6 million.  An additional payment of $1.3
million  in  newly  issued  shares  of  Common  Stock  was  contingent  upon the
attainment  of  certain  performance  targets  by Chips & Bits and Strategy Plus
during  the  2000  fiscal  year.  During  August  2001, the Company settled this
contingency  resulting  in  no additional consideration being paid to the former
shareholders.

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

The  following  unaudited  pro  forma  consolidated  financial information gives
effect  to the Chip & Bits and Strategy Plus acquisitions, as if the acquisition
had  occurred  at  January 1, 2000 by consolidating the results of operations of
the  Company,  Chips  &  Bits  and Strategy Plus for the year ended December 31,
2000.


                                       61
<PAGE>
<TABLE>
<CAPTION>
                                                            DECEMBER 31, 2000    DECEMBER 31, 1999
                                                           -------------------  -------------------
<S>                                                        <C>                  <C>
Revenues. . . . . . . . . . . . . . . . . . . . . . . . .  $           31,560   $           31,376
Net loss. . . . . . . . . . . . . . . . . . . . . . . . .            (105,187)             (62,406)
Net loss per share-basic and diluted. . . . . . . . . . .  $            (3.44)  $            (2.30)
Weighted average basic and diluted shares outstanding (1)              30,568               27,165
<FN>
     (1)  The weighted average common shares used to compute pro forma basic net
     loss  per  share  includes  the  actual  weighted  average  common  shares
     outstanding  for  the  historical  year  ended  December 31, 2000, plus the
     common  shares issued in connection with the Chips & Bits and Strategy Plus
     acquisition  as  if  it  occurred  on  January  1,  2000.
</TABLE>


     (d)  Web  Hosting  Assets  of  Webjump.com

On  November  30,  1999,  Jump  Acquisition LLC ("Jump LLC"), a Delaware limited
liability company and a wholly owned subsidiary of theglobe, acquired all of the
assets  of Webjump.com ("Webjump"), a web hosting property.  The purchase of the
Webjump assets was affected pursuant to an Agreement of Purchase and Sale, dated
November  30,  1999,  by  and among theglobe, Jump LLC, Infonent.com and certain
stockholders  of  Infonent.com.  The  assets  acquired  in  connection with this
transaction consisted of data, intellectual property and other physical property
used  in  connection  with  the  operation  of  Webjump's  web hosting property.

The  Company  issued  1,104,972  shares  of newly issued Common Stock, valued at
$12.9  million,  in  connection  with  this  transaction.  An  additional  $12.5
million,  payable  in  newly issued shares of Common Stock, was contingent based
upon the attainment by the Webjump property of certain performance targets on or
prior  to  November  30, 2000.  Management determined that such targets were not
achieved  as  of  the measurement date, however, on February 14, 2001 the former
shareholder  group filed a lawsuit against us claiming that they are entitled to
$9.5  million  related  to  the  above  mentioned  targets.  In August 2001, the
Company  executed  a  settlement  agreement with the trustee for Infonent.com in
which  the  trustee  agreed  to  dismiss  all  claims in return for a payment of
$175,000  by  the Company.   See Note 13 (d) of notes for consolidated financial
statements  for  additional  information.

In  addition  to  the issuance of Common Stock, the Company incurred acquisition
costs  of  $0.1 million.  The aggregate purchase price of $13.0 million has been
accounted  for  as  purchased  intangible assets and will be amortized using the
straight-line  method  over  an  estimated  useful life of 3 years, the expected
period  of  benefit.  See  Note 3 of notes for consolidated financial statements
for  additional  information  regarding  impairment  charge.

(6)         PROPERTY  AND  EQUIPMENT

Property  and  equipment  consist  of  the  following:

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,    DECEMBER 31,
                                                                                  2001            2000
                                                                              -------------  --------------
                                                                                    (in thousands)
<S>                                                                           <C>            <C>
Computer equipment and software, including assets under capital leases of $0
  and $5,666, respectively . . . . . . . . . . . . . . . . . . . . . . . . .  $         588  $       11,948
Furniture and fixtures, including assets under capital leases of $0 and $42,
  respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            311           1,632
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . .              -           2,112
                                                                              -------------  --------------
                                                                                        899          15,692
Less accumulated depreciation and amortization, including amounts related to
  assets under capital leases of $0 and $3,672 respectively. . . . . . . . .            656           7,716
                                                                              -------------  --------------
    Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         243  $        7,976
                                                                              =============  ==============
</TABLE>


                                       62
<PAGE>
(7)     INCOME  TAXES

Income  taxes for the years ended December 31, 2001 and 2000 are based solely on
state  and  local  taxes  on  business  and  investment  capital.

The  tax effects of temporary differences that give rise to significant portions
of  the  deferred  tax assets and deferred tax liabilities at December 31, 2001,
2000  and  1999  are  presented  below.

<TABLE>
<CAPTION>
                                             2001       2000
                                          ----------  ---------
                                             (in thousands)
<S>                                       <C>         <C>
Deferred tax assets:
  Net operating loss carryforwards        $  52,974   $ 49,473
  Allowance for doubtful accounts             1,069        728
  Depreciation                                    -       (447)
  Issuance of warrants                          813        630
  Deferred compensation                           -        580
  Start-up costs                                  -        105
  Deferred revenue                                -         19
                                          ----------  ---------
    Total gross deferred tax assets          54,856     51,088
Less valuation allowance                    (54,856)   (50,632)
                                          ----------  ---------
    Total net deferred tax assets                          456
Deferred tax liabilities:
  Intangible assets other than goodwill           -       (456)
                                          ----------  ---------
    Total gross deferred tax liabilities          -          -
                                          ----------  ---------
                                          $       -   $      -
                                          ----------  ---------
</TABLE>


Because  of the Company's lack of earnings history, the deferred tax assets have
been  fully  offset  by a 100% valuation allowance.  The valuation allowance for
deferred  tax assets was $54.9 million and $50.6 million as of December 31, 2001
and  2000,  respectively.  The  net  change in the total valuation allowance was
$4.3  million  and $18.7 million for the years ended December 31, 2001 and 2000,
respectively.

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 $54.9 million, subsequently recognized tax benefits, if any, in the
amount  of  $5.8  million  will  be  applied  directly  to  contributed capital.

At  December  31, 2001 and December 31, 2000, the Company had net operating loss
carryforwards  available  for  US and foreign tax purposes of approximately $115
million  and  $105.2  million  respectively.  These carryforwards expire through
2021.

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 and May 1999, the Company's operating tax loss
carryforwards  and  tax  credit  carryforwards are subject to these limitations.

(8)      SPORTSLINE.COM,  INC.  DISTRIBUTION  AGREEMENT

In February 2000, the Company entered into a strategic two-year partnership with
Sportsline.com,  Inc. ("Sportsline"), whereby the Company became the exclusively
developer  and  operator  of  community  solutions  on  the  Sportsline web site
("Sportsline  Agreement").  In  accordance  with  the  Sportsline  Agreement,
Sportsline  received  $5.0  million,  paid in the Company's Common Stock and the
Company  received  the  exclusive  right  to  sell advertising, sponsorships and
non-sports  related  e-commerce within the Sportsline community area.  The total
shares  of  Common Stock issued in connection with the Sportsline Agreement were
699,281 valued at $7.15 per share. The Company recorded the initial $5.0 million
payment  in  connection  with  this firmly committed executory contract in other
assets  and  began amortizing the amount under the straight-line method over the
two  year  contractual  term  of  the  Sportsline Agreement which commenced upon
Sportsline's  launch  of  the  Company's  community solutions on its web site in
April  2000.


                                       63
<PAGE>
In  connection  with  the  $5  million  payment,  the Company guaranteed that if
Sportsline  elected  to  sell  any  of its 699,281 shares during defined selling
periods  and  Sportsline's  net  proceeds from the sale of these shares was less
than  the original issue price of $7.15 per share, the Company would be required
to  pay  Sportsline  the difference, however, the total guarantee was limited to
$2,450,000  payable  in  cash and/or the Company's Common Stock at the Company's
option.  The Company was required to provide a $1.5 million security deposit for
its  obligation  to  pay  the  guarantee.

As  of  June 30, 2000, the Company recorded an additional $2.45 million in other
assets  and additional paid-in-capital in connection with this guarantee payment
based upon the fair market value of the Company's Common Stock at June 30, 2000.
This  amount  was  being  amortized  over the remaining contractual terms of the
agreement  and was being adjusted accordingly at each interim balance sheet date
for  fluctuations  in  the  fair  market  value  of  the Company's Common Stock.

On  November  1,  2000,  theglobe.com  and Sportsline terminated this agreement,
whereby  theglobe.com  agreed  to  settle its guarantee payment by releasing the
$1.5  million  security  deposit held in escrow. As a result of the termination,
the  Company  recorded  an  impairment  charge  in the fourth quarter of 2000 of
$4,311,724,  representing the write-off of the remaining unamortized initial and
guarantee  payments  of  $5,261,724  in the aggregate, the relinquishment of the
security  deposit  of  $1,500,000  offset  by the $2,450,000 guarantee liability
originally  recorded  as  additional  paid-in capital, as the Company originally
intended  to  satisfy  any  potential  guarantee  payments  under this agreement
through  the  issuance  of Common Stock.  The total amount of amortization costs
recorded  during 2000 in connection with the Sportsline Agreement, excluding the
$4,311,724  impairment  charge  was $2,188,276.  These costs are included within
sales  and  marketing.   In  addition,  the  Company also agreed to purchase the
699,281  shares  of  common stock held by Sportsline for $371,458 based upon the
closing  trading  price on that date, or $0.531 per share.  This transaction was
accounted  for  as  treasury  stock  within  stockholders'  equity.

(9)     STOCKHOLDERS'  EQUITY

        Common  Stock

In  May  1999,  the  Company  completed a secondary public offering of 3,500,000
shares  of  its  Common  Stock  at  an  offering price of $20.00 per share.  Net
proceeds  to the Company amounted to $65.0 million, after underwriting discounts
and  offering  costs  of  $3.5  million  and  $1.5  million,  respectively.

In  1999,  the  Company  issued  shares  of  Common Stock in connection with the
acquisitions  of  factorymall,  Attitude  and the web hosting assets of Webjump.
The  shares  issued  in  connection with these transactions amounted to 687,832,
1,570,922  and  1,104,972,  respectively.

In  2000, the Company issued 1,903,973 shares of Common Stock in connection with
the  acquisitions  of  Chips  &  Bits  and  Strategy  Plus.

Certain  holders  of Common Stock are subject to substantial restrictions on the
transfer  or  sale  of  shares  and  also  have  certain  'piggyback' and demand
registration  rights which, with certain exceptions, require the Company to make
all  reasonable  efforts  to  include  within  any of the Company's registration
statements  to sell such securities any shares that have been requested to be so
included.


                                       64
<PAGE>
          Stock  Dividend

On  May  14,  1999,  the  Company  affected  a  2-for-1  stock  dividend  to all
shareholders  of  record as of May 3, 1999.  All share and per share information
in  the  accompanying  consolidated  financial statements has been retroactively
restated  to  reflect  the  effect  of  the  stock  dividend.

          Convertible  Preferred  Stock

In  August  1997,  the  Company  authorized  and  issued  51  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  10  shares  of

Series  E  Preferred  Stock  ("Series E Warrants") 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.

Upon consummation of the Company's initial public offering in November 1998, all
of  the  Company's  outstanding  Preferred  Stock  was converted into 10,947,470
shares  of  Common  Stock.

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 initial public offering at 4,046,018 shares.  These warrants are immediately
exercisable  at  approximately  $1.45 per share.  In May 1999, 100,000 shares of
the  Series  E  Warrants  were  exercised.

 (10)     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 and
August 1997.  Under the Amended Plan, the Board of Directors may issue incentive
stock  options  or nonqualified stock options to purchase up to 1,582,000 common
shares,  as amended.  Incentive stock options must be granted at the fair market
value  of  the  Company's  Common  Stock  at  the  date  the  option  is issued.

In  accordance  with  the  provisions  of  the  Company's  stock  option  plans,
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.  In general, options granted under the Company's stock
option  plans  expire  after  a  ten-year  period  and  in certain circumstances
options,  under  the  1995  and  1998  plans, are subject to the acceleration of
vesting.   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.  A  committee  selected  by  the  Company's  Board of Directors has the
authority  to  approve  optionees  and  the  terms of the stock options granted,
including  the  option  price  and  the  vesting  terms.

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 2,400,000 shares of Common Stock, subject
to  adjustment  as  provided  in  the  1998  Plan.  In  March 1999, the Board of
Directors  authorized  an increase in the number of shares reserved for issuance
under the 1998 Plan from 2,400,000 to 3,400,000.  This increase was subsequently
approved by the Company's stockholders in June 1999.  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.
In  January  2000,  the Board adopted the 2000 Broad Based Employee Stock Option
Plan  (the  "Broad  Based Plan").  Under the Broad Based Plan, 850,000 shares of
Common  Stock were reserved for issuance.  The intention of the Broad Based Plan
is  that  at least 50% of the options granted will be to individuals who are not
managers  or  officers  of  theglobe.  In  April  2000, the Company's 2000 Stock
Option Plan (the "2000 Plan") was adopted by the Board of Directors and approved
by  the  stockholders  of the Company.  The 2000 Plan authorized the issuance of
500,000  shares  of  Common Stock, subject to adjustment as provided in the 2000
Plan.  The  Broad  Based  Plan  and  the  2000  Plan  provide  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 Broad Based Plan and the 2000 Plan.
Directors,  officers,  employees  and  consultants  of  the  Company  and  its
subsidiaries  are  eligible to receive grants under the Broad Based Plan and the
2000  Plan.  A  committee  selected  by the Company's Board of Directors has the
authority  to  approve  optionees  and  the  terms of the stock options granted,
including  the  option  price  and the vesting terms.  Options granted under the
Broad  Based  Plan  and  the  2000  Plan  expire  after  a  ten  year  period.

In July 2000, the Company granted options to purchase 1,250,000 shares of Common
Stock  to  Charles  Peck in connection with his becoming the Company's new Chief
Executive  Officer.  These options have an exercise price of $1.94 per share and
have various vesting terms ranging from immediate to ten years.  Certain options
have  automatic  accelerated vesting provisions in which the options vest if the
Company's  common  stock  share price reaches certain thresholds.  These options
were granted pursuant to individual nonqualified stock option agreements between
Mr.  Peck  and the Company and not pursuant to any of the plans described above.

During  2000,  the  Company  recorded  approximately  $398,000  of  non-cash
compensation  expense  in connection with the acceleration of vesting of options
to  purchase  210,000  shares  of common stock pursuant to a severance agreement
with  a  former  executive  officer  of  the Company.  The charge represents the
difference between the original exercise price of the option grants and the fair
value  of  the Company's common stock on the date of termination.  This non-cash
compensation  charge  was included as part of severance costs in connection with
the  fourth  quarter  of  2000  restructuring  charges.

The  Company applies APB Opinion No. 25 in accounting for its stock option plans
and,  accordingly,  compensation  cost  of  $0,  $62,570,  and  $66,000 has been
recognized  for  stock  options  granted to employees below fair market value in
2001,  2000  and  1999, respectively, in the accompanying consolidated financial
statements.  Compensation  cost  recognized  in  connection  with  stock options
granted  in  lieu  of  services  rendered  to non-employees was $0, $263,761 and
$55,000  for  the  years  ended December 31, 2001, 2000, and 1999, respectively.
There  were  no  stock  options  granted to non-employees, other than directors,
during  2001.

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
consolidated 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>
                                                  2001             2000           1999
                                             ---------------  --------------  ------------
                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                          <C>              <C>             <C>
Net loss-as reported. . . . . . . . . . . .  $       40,620   $     103,866   $    49,601
                                             ===============  ==============  ============
Net loss-pro forma. . . . . . . . . . . . .  $       40,537   $     107,876   $    61,071
                                             ===============  ==============  ============

Basic net loss per common share-as reported  $        (1.31)  $       (3.43)  $     (2.00)
                                             ===============  ==============  ============
Basic net loss per common share-pro forma .  $        (1.31)  $       (3.56)  $     (2.46)
                                             ===============  ==============  ============
</TABLE>

The  per share weighted-average fair value of stock options granted during 2001,
2000,  and 1999 was $0.32, $1.64, and $13.85, respectively, on the date of grant
using the option-pricing method with the following weighted-average assumptions:
2001-risk  free  interest  rate  3.75%,  an  expected  life  of four years and a
volatility  of 130%, 2000-risk-free interest rate 6.22%, and an expected life of
four years, and a volatility of 130%; 1999-risk-free interest rate 5.14%, and an
expected  life  of  four  years,  and  a  volatility  of  111%.

Stock  option  activity  during  the  periods  indicated  is  as  follows:


                                       65
<PAGE>
<TABLE>
<CAPTION>
                                                         WEIGHTED
                                           OPTIONS        AVERAGE
                                           GRANTED    EXERCISE PRICE
                                         -----------  ---------------
<S>                                      <C>          <C>
Outstanding at December 31, 1998. . . .   2,830,242   $          2.93
Granted . . . . . . . . . . . . . . . .   1,823,300   $         16.32
Assumed in connection with acquisitions     522,885   $         24.80
Exercised . . . . . . . . . . . . . . .    (175,480)  $          2.38
Canceled. . . . . . . . . . . . . . . .    (699,060)  $         22.83
                                         -----------
Outstanding at December 31, 1999. . . .   4,301,887   $          8.06
Granted . . . . . . . . . . . . . . . .   4,143,182   $          2.21
Exercised . . . . . . . . . . . . . . .    (663,799)  $          0.53
Canceled. . . . . . . . . . . . . . . .  (2,666,467)  $          9.42
                                         -----------
Outstanding at December 31, 2000. . . .   5,114,803   $          3.59
Granted . . . . . . . . . . . . . . . .     340,400   $          0.32
Exercised . . . . . . . . . . . . . . .      (2,000)  $          0.20
Canceled. . . . . . . . . . . . . . . .  (2,348,854)  $          2.18
                                         -----------  ---------------
Outstanding at December 31, 2001. . . .   3,104,349   $          5.77
                                         ===========  ===============
Vested at December 31, 2000 . . . . . .   2,352,574
                                         ===========
Vested at December 31, 2001 . . . . . .   2,073,874
                                         ===========
Options available at December 31, 2001.     278,700
                                         ===========
</TABLE>


The  following  table  summarizes information about stock options outstanding at
December  31,  2001:


<TABLE>
<CAPTION>
                              OPTIONS OUTSTANDING                      OPTIONS EXERCISABLE
                  -----------------------------------------------  -------------------------------
                                   WEIGHTED-
                                    AVERAGE
ACTUAL RANGE OF     NUMBER         REMAINING         WEIGHTED-         NUMBER         WEIGHTED-
EXERCISE PRICES   OUTSTANDING  CONTRACTUAL LIFE       AVERAGE      EXERCISABLE AT      AVERAGE
                  AT 12/31/01       (YEARS)       EXERCISE PRICE      12/31/01     EXERCISE PRICE
----------------  -----------  -----------------  ---------------  --------------  ---------------
<S>               <C>          <C>                <C>              <C>             <C>
0.05 - $0.05          39,584                4.0  $          0.05          39,584  $          0.05
0.20 - $0.23          42,500                6.8  $          0.21          26,248  $          0.20
0.35 - $0.41         210,952                0.6  $          0.36         210,139  $          0.36
0.53 - $0.78          99,462                7.8  $          0.54          34,287  $          0.53
1.59 - $2.38       1,347,475                7.8  $          1.67         411,106  $          1.63
3.85 - $4.95         910,526                2.6  $          4.50         908,650  $          4.50
6.69 - $6.69          55,000                1.9  $          6.69          55,000  $          6.69
10.65 - $15.88       398,450                2.0  $         14.88         388,700  $         14.88
25.38 - $25.38           400                7.2  $         25.38             160  $         25.38
----------------  -----------  -----------------  ---------------  --------------  ---------------
0.05 - $25.38      3,104,349                2.9  $          5.77       2,073,874  $          6.04
================  ===========  =================  ===============  ==============  ===============
</TABLE>


See  notes  1  (o)  and  2  for  stock  option  repricing.

(11)     EMPLOYEE  STOCK  PURCHASE  PLAN

The  Company's Employee Stock Purchase Plan ("ESPP") was adopted by the Board of
Directors  in  February  1999  and  subsequently  approved  by  the  Company's
stockholders  in June 1999.  The ESPP provides 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.  The Company has reserved 400,000
authorized  shares  of  Common Stock for issuance under the ESPP.  As of and for
the  year  ended  December  31,  2001,  the  Company  no  longer offers an ESPP.


                                       66
<PAGE>
(12)     EXTRAORDINARY  ITEM-GAIN  ON  EARLY  RETIREMENT  OF  DEBT

In  connection  with  the  acquisition  of  Attitude,  the  Company  assumed  a
non-interest  bearing  obligation, payable over 17 years, ("happypuppy note") to
the  former  owner  of  the  happypuppy.com  website  ("happypuppy"),  an online
property  acquired by Attitude prior to its acquisition by the Company.  The net
present  value  of  the  happypuppy  note  as  of  the  date  of acquisition was
approximately  $2.7 million.  In October 1999, in connection with the settlement
of  certain  litigation  between the Company and the former owner of happypuppy,
the  Company made a lump sum payment of approximately $1.4 million to the former
owner  of  happypuppy.  The  $1.4  million  represented  full  repayment  of the
happypuppy  note.  At  the  time  of  repayment,  the  net  present value of the
happypuppy  note  was  approximately  $2.8  million.  Accordingly,  the  Company
recognized  an  extraordinary  gain  of  $1.4 million on the early retirement of
long-term  debt.

(13)     COMMITMENTS & CONTINGENCIES

     (a)  Operating  Leases

The  Company  does  not  have any material non-cancelable operating leases as of
December  31,  2001.

     (b)  Capital  Leases

The Company does not have any material non-cancelable capital leases as of
December 31, 2001.

     (c)  Employment  Agreements

The  Company  maintains  several  employment  agreements,  with employees of the
Company.  The employment agreements provide for minimum salary levels, incentive
compensation  and  severance  benefits,  among  other  items.

     (d)  Litigation

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

On  February  14,  2001,  Mohammed  Poonja, Chapter 11 Trustee for the estate of
Infonent.com,  Inc.  (the "Trustee"), served an Amended Complaint on the Company
and  Jump  Acquisition,  LLC ("Jump").  The Amended Complaint asserts claims for
violation  of  the  automatic stay provision, 11 U.S.C. Sec. 362, as a result of
the  Company's  exercise  of its contractual right to terminate the registration
statement  for Infonent.com, Inc.'s shares in the Company pursuant to a November
30,  1999  Registration  Rights  Agreement between the Company and Infonent.com,
Inc.;  breach  of  contract for the Company's and Jump's alleged failure to make
certain  earn-out  payments  to Infonent.com, Inc. in connection with a November
30, 1999 purchase agreement (the "Agreement"); breach of the implied covenant of
good faith and fair dealing in connection with the Agreement; fraud; negligence;
breach  of  contract  and  breach of the implied covenant of good faith and fair
dealing  for  its  alleged  delay  in  registering  newly-issued  shares  of the
Company's  common  stock  in  connection with the Registration Rights Agreement.
The  Amended Complaint sought $9,524,859 in damages, plus interest, compensatory
damages  on  the  automatic stay cause of action, costs and disbursements of the
action, and attorneys' fees.  The Company filed an Answer on May 2, 2001 denying
the  allegations  made  in the Amended Complaint.  The Trustee has withdrawn its
claim  for  violation of the Automatic Stay by the Company.  In August 2001, the
Company  executed  a  Settlement  Agreement with the trustee for Infonent.com in
which  the  trustee  agreed  to  dismiss  all  claims in return for a payment of
$175,000  by  the  Company.


                                       67
<PAGE>
On  and  after  August 3, 2001 and as of the date of this filing, the Company is
aware that six putative shareholder class action lawsuits were filed against the
Company,  certain  of its current and former officers and directors, and several
investment  banks  that  were  the  underwriters of the Company's initial public
offering.  The  lawsuits  were filed in the United States District Court for the
Southern District of New York. The lawsuits purport to be class actions filed on
behalf of purchasers of the stock of the Company during the period from November
12,  1998  through  December  6,  2000.  Plaintiffs  allege that the underwriter
defendants  agreed to allocate stock in the Company's initial public offering to
certain  investors  in  exchange  for  excessive and undisclosed commissions and
agreements  by  those  investors  to  make  additional purchases of stock in the
aftermarket at pre-determined prices.  Plaintiffs allege that the Prospectus for
the  Company's  initial public offering was false and misleading in violation of
the  securities laws because it did not disclose these arrangements. On December
5, 2001, an amended complaint was filed in one of the actions, alleging the same
conduct  described above in connection with both the Company's November 23, 1998
initial  public  offering  and its May 19, 1999 secondary offering.  The actions
seek  damages  in an unspecified amount.  The Company and its current and former
officers  and  directors intend to vigorously defend the actions. The complaints
have  been  consolidated  into a single action, entitled Kofsky v. theglobe.com,
inc.  et  al., Case No. 01 Civ. 7247.  The Company is not required to respond to
Plaintiffs' claims before a consolidated complaint is filed. However, due to the
inherent  uncertainties of litigation, we cannot accurately predict the ultimate
outcome  of  the  litigation.  Any  unfavorable outcome of this litigation could
have  a material adverse impact on our business, financial condition and results
of  operations.

(14)     RELATED  PARTY  TRANSACTIONS

Certain directors of the Company also serve as officers and directors of Dancing
Bear  Investments,  Inc.  Dancing  Bear  is  a shareholder of the company and an
entity  controlled  by  our  Chairman.

In  1998,  the  Company  entered  into  an  electronic  commerce  contract  with
AutoNation,  Inc.  ("AutoNation"),  (formerly  doing  business  as  Republic
Industries),  an  entity  affiliated with a Director of the Company, pursuant to
which  the  Company  granted  a  right  of first negotiation with respect to the
exclusive  right  to  engage  in or conduct an automotive "clubsite" on theglobe
website  through  AutoNation.  Additionally,  AutoNation  agreed  to  purchase
advertising  from the Company for a three-year period at a price, which adjusted
to  match  any  more  favorable advertising price quoted to a third party by the
Company,  excluding  certain  short-term  advertising rates. For the years ended
December 31, 2001, 2000 and 1999, the Company recognized revenue of $0.2 million
$0.3  million  and $0.3 million, respectively, in connection with the AutoNation
agreement.

Additionally  in  1998,  the  Company  entered  into  an  electronic  commerce
arrangement  with  InteleTravel,  an  entity  controlled  by the Chairman of the
Company,  whereby the Company agreed to develop a web community for InteleTravel
in  order for its travel agents to conduct business through theglobe in exchange
for  access to InteleTravel customers for distribution of the Company's products
and  services.  For  the  year  ended  December 31, 1999, the Company recognized
revenue  of  $0.3  million in connection with the InteleTravel agreement.  There
was  no  revenue  recognized  for  the  year  ended  December 31, 2001 and 2000.

In  1999,  the Company entered into a community agreement with ClikVacations.com
Inc.,  an  entity controlled by the Chairman of the Company, whereby the Company
agreed  to  co-brand  certain  products  and services of theglobe for use on the
Clik.com  website.  Additionally,  the  Company  agreed  to sell all advertising
inventory  related  to  these co-branded products and services in exchange for a
portion  of  the  net advertising sales.  The Company recognized revenue of $0.1
million  in  connection  with the ClikVacations.com agreement for the year ended
December 31, 1999.  There was no revenue recognized for the years ended December
31,  2001  and  2000.
The  Company  believes  that  the  terms  of  the  foregoing arrangements are on
comparable  terms  as if they were entered into with unaffiliated third parties.

     STOCKHOLDERS'  AGREEMENT

In  1997, the Chairman, the former Co-Chief Executive Officers, two Directors 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 former Co-Chief
Executive  Officers  or  certain  entities  controlled  by  the  former Co-Chief
Executive  Officers  and  certain  permitted  transferees  (the "Former Co-Chief
Executive  Officer  Groups")  to  the Board of Directors and the Former 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 former Co-Chief
Executive  Officer  and  the  two Directors 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 Former Co-Chief Executive Officer Groups
and  the  two  Directors  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 Former
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.


                                       68
<PAGE>
(15)     VALUATION  AND  QUALIFYING  ACCOUNTS - ALLOWANCE FOR DOUBTFUL ACCOUNTS

<TABLE>
<CAPTION>
                    BALANCE
                       AT       ADDITIONS     ADDITIONS                 BALANCE
                   BEGINNING      DUE TO     CHARGED TO                AT END OF
YEAR ENDED,        OF PERIOD   ACQUISITONS     EXPENSE    DEDUCTIONS     PERIOD
-----------------  ----------  ------------  -----------  -----------  ----------
<S>                <C>         <C>           <C>          <C>          <C>
December 31, 2001  $2,260,324  $          -  $ 1,373,521  $   430,550  $3,203,295
December 31, 2000  $1,408,092  $    262,426  $ 3,005,746  $ 2,415,940  $2,260,324
December 31, 1999  $  300,136  $  1,881,473  $ 1,881,473  $   773,517  $1,408,092
</TABLE>


(16)     SUBSEQUENT EVENTS

On February 27, 2002, the Company sold to Internet Game Distribution, LLC all of
the assets used in connection with the Happy Puppy website for $135,000, of
which the entire amount was a gain.

(17)     QUARTERLY  FINANCIAL  INFORMATION  -  UNAUDITED


<TABLE>
<CAPTION>
CONDENSED QUARTERLY CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                            2001                                       2000
                                         ------------------------------------------  ------------------------------------------
                                          Fourth      Third     Second      First     Fourth      Third     Second      First
                                          Quarter    Quarter    Quarter    Quarter    Quarter    Quarter    Quarter    Quarter
                                         ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Revenue                                  $  3,410   $  3,369   $  4,548   $  4,747   $  7,756   $  6,749   $  8,377   $  6,979
Cost of revenues                            2,241      2,512      3,713      3,679      5,143      4,845      4,683      4,408
                                         ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Gross profit                                1,169        857        834      1,068      2,613      1,904      3,694      2,571
Sales & Marketing                             960      1,768      3,233      3,794      4,346      6,056      7,918      5,597
Product Development                           254        643      1,114      1,800      1,888      2,562      2,824      2,968
General & administrative                      871      1,706      1,934      2,083      2,569      3,866      3,527      3,211
Restructuring and impairment charges        3,405      8,625      5,061          -     25,765          -     15,583          -
Amortization of goodwill and
intangible assets                             746      2,040      2,840      2,843      6,316      6,316      6,981      7,624
                                         ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Operating expenses                          6,236     14,782     14,182     10,520     40,884     18,800     36,833     19,400
                                         ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Loss from operations                       (5,067)   (13,925)   (13,349)    (9,453)   (38,270)   (16,896)   (33,139)   (16,829)
Other income, net                             291         79        723         96        299        361        456        420
                                         ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Loss before provision for income taxes     (4,776)   (13,847)   (12,625)    (9,356)   (37,971)   (16,535)   (32,683)   (16,409)
Provision for income taxes                      -         (6)       (79)       101         94         54         50         70
                                         ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Net (loss)                                 (4,776)   (13,841)   (12,546)    (9,457)   (38,065)   (16,589)   (32,733)   (16,479)
                                         ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Basic and diluted net loss per
  Common share                           $  (0.15)  $  (0.46)  $  (0.41)  $  (0.31)  $  (1.24)  $  (0.53)  $  (1.07)  $  (0.57)
                                         =========  =========  =========  =========  =========  =========  =========  =========
</TABLE>


Due to changes in the number of shares outstanding, quarterly loss per share
amounts do not necessarily add to the totals for the years.



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

None.


                                       69
<PAGE>
                                    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 our Proxy Statement relating to our annual meeting
of  stockholders  to  be  held  in  June  2002,  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,  2001,  the  Company's  year-end.

ITEM  11.     EXECUTIVE  COMPENSATION

Information  called  for  by  Part  III,  Item  11, is included in the our Proxy
Statement  relating to the our annual meeting of stockholders to be held in June
2002,  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, 2001, 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 our Proxy
Statement  relating to the our annual meeting of stockholders to be held in June
2002,  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, 2001, the Company's
year-end.

ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Information  regarding  our  relationships and related transactions is available
under  "Certain  Transactions"  in  our  Proxy  Statement relating to our annual
meeting  of  stockholders to be held in June 2002, and is incorporated herein by
reference.  The  Proxy  Statement  will be filed within 120 days of December 31,
2001,  the  Company's  year-end.


                                       70
<PAGE>
                                     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 Consolidated Financial Statements
          at  Item  8  on  page  45  of  this  report.

     (2)  Financial  Statement  Schedule:  See  Notes  to Consolidated Financial
          Statements  at  Item  8  on  page  45  of  this  report.

     (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**

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

          2.3  Agreement  of Purchase and Sale as dated November 30, 1999 by and
               among  theglobe.com,  inc.,  Jump  Acquisition LLC, Infonent.com,
               Inc.  and  certain  stockholders  thereof****

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

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

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

          4.5  Registration  Rights  Agreement,  dated  as  of  September  1,
               1998********

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

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

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

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

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

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

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

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

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

          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  June  6,  2000,  by and between the
               Company  and  Todd  V.  Krizelman*

          10.2 Employment  Agreement  dated  June  6,  2000,  by and between the
               Company  and  Stephan  J.  Paternot*

          10.3 Employment  Agreement  dated  July  14,  2000, by and between the
               Company  and  Charles  Peck*

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

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

          10.6 2000 Broad Based Stock Option Plan (filed with Form 10K filed for
               2000)

          10.7 1998  Stock  Option  Plan,  as  amended*******

          10.8 1995  Stock  Option  Plan*

          10.9 factorymall.com,  inc.  1998  Stock  Option  Plan******

          10.10  Form  of  Nonqualified  Stock  Option  Agreement  with  James
               McGoodwin,  Kevin  McKeown  and  Mark  Tucker******

          10.11  Attitude  Network,  Ltd.  Stock  Option  Plan*******

          10.12  Employee  Stock  Purchase  Plan********

          23.1 Consent  of  KPMG  LLP

(b)  Reports  on  Form  8-K

     None filed during the three-month period ended December 31, 2001.


                                       71
<PAGE>
         *    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.
       ***    Incorporated by reference from our report on Form 8-K filed
              on April 9, 1999.
      ****    Incorporated by reference from our report on Form 8-K filed
              on November 30, 1999.
     *****    Incorporated by reference from our report on Form 8-K filed on
              February 24, 2000.
    ******    Incorporated by reference from our Registration of Form S-8
              (No.333-75503), filed on April 1, 1999
   *******    Incorporated by reference from our registration statement on
              Form S-1 (Registration No. 333-76153).


                                       72
<PAGE>
                                   SIGNATURES

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

Dated:  April 16, 2002                  theglobe.com, inc.

                                        By /S/ CHARLES M. PECK
                                        ----------------------------
                                        CHARLES M. PECK
                                        CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated this 16th day of April 2002.

<TABLE>
<CAPTION>
<S>                                       <C>
/s/MICHAEL S. EGAN
----------------------------------------
MICHAEL S. EGAN                           Chairman

/s/CHARLES M. PECK
----------------------------------------
CHARLES M. PECK                           Director

/s/TODD V. KRIZELMAN
----------------------------------------
TODD V. KRIZELMAN                         Director

/s/EDWARD A. CESPEDES
----------------------------------------
 EDWARD A. CESPEDES                       Director

/s/ROBIN M. SEGAUL
----------------------------------------
ROBIN M. SEGAUL                           Director

/s/ROBERT M. HALPERIN
----------------------------------------
ROBERT M. HALPERIN                        Director
</TABLE>


                                       73
<PAGE>