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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

OR

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM             TO          .

COMMISSION FILE NUMBER: 0-25053

THEGLOBE.COM, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

STATE OF DELAWARE

    

14-1782422

(STATE OR OTHER JURISDICTION OF

(I.R.S. EMPLOYER

INCORPORATION OR ORGANIZATION)

IDENTIFICATION NO.)

14643 DALLAS PARKWAY, SUITE 650, DALLAS, TX 75254

c/o Toombs Hall and Foster

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES

(214) 369-5695

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

Common Stock, par value $.001 per share

tglo

None

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  No 

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes  No 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

The number of shares outstanding of the Registrant’s Common Stock, $.001 par value (the “Common Stock”) as of November 2, 2023 was 441,480,473.

THEGLOBE.COM, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

2

 

ITEM 1.

FINANCIAL STATEMENTS

2

CONDENSED BALANCE SHEETS AT SEPTEMBER 30, 2023 (UNAUDITED) AND DECEMBER 31, 2022

2

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

3

UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

4

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023, AND 2022

5

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

6

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

9

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

12

ITEM 4.

CONTROLS AND PROCEDURES

12

 

PART II - OTHER INFORMATION

12

 

ITEM 1.

LEGAL PROCEEDINGS

12

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

13

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

13

ITEM 4.

MINE SAFETY DISCLOSURES

13

ITEM 5.

OTHER INFORMATION

13

ITEM 6.

EXHIBITS

14

 

SIGNATURES

15

PART I - FINANCIAL INFORMATION

ITEM 1.           CONDENSED FINANCIAL STATEMENTS

THEGLOBE.COM, INC.

CONDENSED BALANCE SHEETS

SEPTEMBER 30, 

2023

DECEMBER 31, 

    

(Unaudited)

    

2022

ASSETS

Current Assets:

Cash

 

$

7,484

$

6,771

Total current assets

 

$

7,484

$

6,771

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

  

Current Liabilities:

 

 

  

Accounts payable

 

$

2,000

$

2,000

Accrued expenses and other current liabilities

 

25,731

 

24,367

Accrued interest due to related party

 

261,564

 

206,172

Notes payable due to related party

 

952,000

 

861,000

Total current liabilities

 

1,241,295

 

1,093,539

 

 

Stockholders’ Deficit:

 

 

Common stock, $0.001 par value; 500,000,000 shares authorized; 441,480,473 shares issued at September 30, 2023 and December 31, 2022

 

441,480

 

441,480

Preferred stock, $0.001 par value; 3,000,000 shares authorized; 0 shares issued at September 30, 2023 and December 31, 2022

Additional paid in capital

 

296,594,042

 

296,594,042

Accumulated deficit

 

(298,269,333)

 

(298,122,290)

Total stockholders’ deficit

 

(1,233,811)

 

(1,086,768)

Total liabilities and stockholders’ deficit

$

7,484

$

6,771

See notes to unaudited condensed financial statements

2

THEGLOBE.COM, INC.

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2023

    

2022

    

2023

    

2022

(UNAUDITED)

(UNAUDITED)

Net Revenue

$

$

$

$

Operating Expenses:

 

  

 

  

 

  

 

  

General and administrative

 

28,156

 

27,400

 

91,651

 

100,203

Operating Loss

 

(28,156)

 

(27,400)

 

(91,651)

 

(100,203)

Other Expense:

Related party interest expense

 

18,995

 

16,655

 

55,392

 

46,957

Loss from Operations Before Income Tax

(47,151)

(44,055)

(147,043)

(147,160)

Income Tax Provision

 

 

 

 

Loss from Operations

 

(47,151)

 

(44,055)

 

(147,043)

 

(147,160)

Net Loss

$

(47,151)

$

(44,055)

$

(147,043)

$

(147,160)

Loss Per Share:

 

 

 

 

Basic and Diluted:

Weighted Average Common Shares Outstanding

$

441,480,473

$

441,480,473

$

441,480,473

$

441,480,473

See notes to unaudited condensed financial statements

3

THEGLOBE.COM, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Nine Month Period Ended September 30, 2023

(UNAUDITED)

Common Stock

    

Additional Paid-in

    

Accumulated

    

    

Shares

    

Amount

 Capital

Deficit

Total

Balance, January 1, 2023

441,480,473

441,480

$

296,594,042

$

(298,122,290)

$

(1,086,768)

Net Loss

 

 

 

 

(147,043)

 

(147,043)

Balance, September 30, 2023

 

441,480,473

$

441,480

$

296,594,042

$

(298,269,333)

$

(1,233,811)

Nine Month Period Ended September 30, 2022

(UNAUDITED)

Common Stock

Additional Paid-in

Accumulated

    

Shares

    

Amount

    

 Capital

    

Deficit

    

Total

Balance, January 1, 2022

441,480,473

441,480

$

296,594,042

$

(297,937,646)

$

(902,124)

Net Loss

 

 

 

 

(147,160)

 

(147,160)

Balance, September 30, 2022

 

441,480,473

$

441,480

$

296,594,042

$

(298,084,806)

$

(1,049,284)

Three Month Period Ended September 30, 2023

(UNAUDITED)

Common Stock

Additional Paid-

Accumulated

    

Shares

    

Amount

    

in Capital

    

 Deficit

    

Total

Balance, July 1, 2023

 

441,480,473

 

441,480

$

296,594,042

 

$

(298,222,182)

 

$

(1,186,660)

Net Loss

 

 

 

(47,151)

 

(47,151)

Balance, September 30, 2023

 

441,480,473

$

441,480

$

296,594,042

$

(298,269,333)

$

(1,233,811)

Three Month Period Ended September 30, 2022

(UNAUDITED)

Common Stock

Additional Paid-

Accumulated

    

Shares

    

Amount

    

in Capital

    

 Deficit

    

Total

Balance, July 1, 2022

 

441,480,473

 

441,480

 

$

296,594,042

 

$

(298,040,751)

 

$

(1,005,229)

Net Loss

 

 

 

 

(44,055)

 

(44,055)

Balance, September 30, 2022

 

441,480,473

$

441,480

$

296,594,042

$

(298,084,806)

$

(1,049,284)

See notes to unaudited condensed financial statements

4

THEGLOBE.COM, INC.

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 

2023

2022

    

(UNAUDITED)

    

(UNAUDITED)

Cash Flows from Operating Activities

 

  

 

  

Net Loss

$

(147,043)

$

(147,160)

 

 

Adjustments to reconcile net loss to net cash flows used in operating activities

 

 

Changes in operating assets and liabilities

 

 

 

 

Increase/(Decrease) Accounts payable

 

 

(22,203)

Increase/(Decrease) Accrued expenses and other current liabilities

 

1,364

 

(334)

Increase Accrued interest due to related party

 

55,392

 

46,958

 

 

Net cash flows used in operating activities

 

(90,287)

 

(122,739)

 

 

Cash Flows from Financing Activities

 

 

Borrowings on notes payable

 

91,000

 

121,000

Net cash flows provided by financing activities

 

91,000

 

121,000

 

 

Net Incease/(Decrease) in Cash

 

713

 

(1,739)

Cash at beginning of period

 

6,771

 

6,374

Cash at end of period

$

7,484

$

4,635

See notes to unaudited condensed financial statements.

5

THEGLOBE.COM, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(1)         ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF THEGLOBE.COM

theglobe.com, inc. (the “Company,” “theglobe,” “we” or “us”) was incorporated on May 1, 1995 and commenced operations on that date. Originally, we were an online community with registered members and users in the United States and abroad. On September 29, 2008, we consummated the sale of the business and substantially all of the assets of our subsidiary, Tralliance Corporation (“Tralliance”), to Tralliance Registry Management Company, LLC, an entity controlled by Michael S. Egan, our former Chairman and Chief Executive Officer. As a result of and on the effective date of the sale of our Tralliance business, which was our last remaining operating business, we became a “shell company,” as that term is defined in Rule 12b-2 of the Exchange Act, with no material operations or assets.

On December 20, 2017, Delfin Midstream LLC (“Delfin”) entered into a Common Stock Purchase Agreement with certain of our stockholders for the purchase of a total of 312,825,952 shares of our Common Stock, par value $0.001 per share (“Common Stock”), representing approximately 70.9% of our Common Stock (the “Purchase Agreement”).

As a shell company, our operating expenses have consisted primarily of, and we expect them to continue to consist primarily of, customary public company expenses, including personnel, accounting, financial reporting, legal, audit and other related public company costs.

As of September 30, 2023, as reflected in our accompanying condensed balance sheet, our current liabilities exceed our total assets. We prefer to avoid filing for protection under the U.S. Bankruptcy Code. However, unless we are successful in raising additional funds through the offering of debt or equity securities, we may not be able to continue to operate as a going concern beyond the next twelve months. Notwithstanding the above, we currently intend to continue operating as a public company and making all the requisite filings under the Exchange Act.

UNAUDITED INTERIM CONDENSED FINANCIAL INFORMATION

The unaudited interim condensed financial statements of the Company at September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 included herein have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X under the Securities Act of 1933, as amended. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations relating to interim condensed financial statements.

In the opinion of management, the accompanying unaudited interim condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at September 30, 2023 and the results of its operations and stockholders’ equity for the three and nine months ended September 30, 2023 and 2022 and its cash flows for the nine months ended September 30, 2023 and 2022. The interim results for such periods are not necessarily indicative of results expected for the full year or for any future period.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company 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.

6

NET INCOME PER SHARE

The Company reports basic and diluted net income per common share in accordance with FASB ASC Topic 260, “Earnings Per Share.” 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 exercise of stock options (using the treasury stock method). Common equivalent shares are excluded from the calculation if their effect is anti-dilutive. There were no potentially dilutive securities and common stock equivalents for the period ended September 30, 2023.

RECENT ACCOUNTING PRONOUNCEMENTS

Management has determined that all recently issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to the Company’s operations.

(2)          LIQUIDITY AND GOING CONCERN CONSIDERATIONS

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. However, for the reasons described below, Company management does not believe that cash on hand and cash flows generated internally by the Company will be adequate to fund its limited overhead and other cash requirements over the next twelve months. These reasons raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Delfin, the Company’s majority stockholder, has continued to fund the Company through loans to the Company (see Note 3). At September 30, 2023, the Company had a net working capital deficit of approximately $1,234,000. Such working capital deficit included accrued expenses of approximately $26,000, accounts payable of approximately $2,000 and approximately $1,214,000 in principal and accrued interest owed under the Promissory Note(as defined in Note 3) with Delfin.

The coronavirus (COVID-19) pandemic and its future impact on debt and equity markets could have a material adverse effect on our financial condition and ability to operate as a going concern. The extent to which COVID-19, or any epidemics, pandemics, outbreaks or other health crises may negatively affect our business, will depend on future developments which are uncertain and impossible to predict. Any prolonged precautions or restrictions imposed by governmental authorities and public health departments could result in indeterminate periods of decreased economic activity throughout the U.S. and globally, including reduced or ceased business operations; delayed or affect future government grants; or decline in international trade and shortages of supplies, goods and services.

MANAGEMENT’S PLANS

Management anticipates continued funding from Delfin over the next twelve months as it determines the direction of the Company.

(3)          DEBT

In March 2018, the Company executed a promissory note with Delfin for $50,000 (as amended and restated from time to time, the “Promissory Note”), which was amended and restated several times over the years and in September 2022 to $861,000, which was our balance at December 31, 2022. In January 2023 it was amended and restated to $906,000, in April 2023 to $932,000, in July 2023 to $952,000 (cash received August) and then again in October 2023 to increase the principal amount to up to $977,000. The Promissory Note is used to pay certain accrued expenses, accounts payable and to allow the Company to have working capital. Interest accrues on the unpaid principal balance at a rate of 8% per annum, calculated on a 365/66 day year, as applicable. The Promissory Note is due upon demand. It may be prepaid in whole or in any part at any time prior to demand. Management anticipates continued funding from Delfin over the next twelve months as it determines the direction of the Company.

7

(4)          RELATED PARTY TRANSACTIONS

Under terms of the debt with its majority stockholder ( See Note 3), the Company has recorded accrued interest of approximately $262,000 as of September 30, 2023 and approximately $206,000 as of December 31, 2022. The Company has also recorded interest expense of approximately $19,000 and $17,000 for the three months ended September 30, 2023 and 2022 and $55,000 and $47,000 for the nine months ended September 30, 2023 and 2022, respectively.

(5)          SUBSEQUENT EVENTS

The Company’s management evaluated subsequent events through the time of the filing of this report on Form 10-Q. The Company’s management is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on its financial statements.

8

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

FORWARD LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terminology, such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “intend,” “potential” or “continue” or the negative of such terms or other comparable terminology, although not all forward-looking statements contain such terms. In addition, these forward-looking statements include, but are not limited to, statements regarding:

our need for additional equity and debt capital financing to continue as a going concern, and the sources of such capital;
our estimates with respect to our ability to continue as a going concern;
our intent with respect to future dividends;
the continued forbearance of certain related parties from making demand for payment under certain contractual obligations of, and loans to, the Company; and
our estimates with respect to certain accounting and tax matters.

These forward-looking statements reflect our current view about future events and are subject to risks, uncertainties and assumptions. Unless required by law, we do not intend to update any of the forward-looking statements after the date of this Form 10-Q or to conform these statements to actual results. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. A description of risks that could cause our results to vary appears under the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward- looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

our ability to continue as a going concern;
our ability to raise additional and sufficient capital;
our ability to continue to receive funding from related parties; and
our ability to successfully estimate the impact of certain accounting and tax matters.

The following discussion should be read together in conjunction with the accompanying unaudited condensed financial statements and related notes thereto and the audited financial statements and notes to those statements contained in the Annual Report on Form 10-K for the year ended December 31, 2022.

OVERVIEW

theglobe.com, inc. (the “Company,” “theglobe,” “we” or “us”) was incorporated on May 1, 1995 and commenced operations on that date. Originally, we were an online community with registered members and users in the United States and abroad. On September 29, 2008, we consummated the sale of the business and substantially all of the assets of our subsidiary, Tralliance Corporation (“Tralliance”), to Tralliance Registry Management Company, LLC, an entity controlled by Michael S. Egan, our former Chairman and Chief Executive Officer. As a result of and on the effective date of the sale of our Tralliance business, which was our last remaining operating business, we became a “shell company,” as that term is defined in Rule 12b-2 of the Exchange Act, with no material operations or assets. We currently have no material operations or assets.

On December 20, 2017, our former Chief Executive Officer and majority stockholder, Mr. Egan entered into the Purchase Agreement with Delfin for the purchase by Delfin of shares owned by Mr. Egan representing approximately 70.9% of our Common Stock.

9

As a shell company, our operating expenses have consisted primarily of, and we expect them to continue to consist primarily of, customary public company expenses, including personnel, accounting, financial reporting, legal, audit and other related public company costs.

As of September 30, 2023, as reflected in our accompanying condensed balance sheet, our current liabilities exceed our total assets.

BASIS OF PRESENTATION OF CONDENSED FINANCIAL STATEMENTS; GOING CONCERN

We received a report from our independent registered public accountants, relating to our December 31, 2022 audited financial statements, containing an explanatory paragraph regarding our ability to continue as a going concern. As a shell company, our management believes that we will not be able to generate operating cash flows sufficient to fund our operations and pay our existing current liabilities. Based upon our current limited cash resources and without the infusion of additional capital and/or the continued forbearance of our creditors, our management does not believe we can operate as a going concern beyond the next twelve months. See “Future and Critical Need for Capital” section of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further details.

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, our condensed financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should we be unable to continue as a going concern.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2023 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2022

NET REVENUE. Commensurate with the sale of our Tralliance business on September 29, 2008, we became a shell company, and we have not had any material operations since then. As a result, net revenue for both the three months ended September 30, 2023 and 2022 was $0.

GENERAL AND ADMINISTRATIVE. General and administrative expenses include only customary public company expenses, including accounting, legal, audit, insurance and other related public company costs. General and administrative expenses totaled approximately $28,000 in the third quarter of 2023 as compared to approximately $27,000 for the same quarter of the prior year.

RELATED PARTY INTEREST EXPENSE. Related party interest expense for the three months ended September 30, 2023 totaled $18,995 compared to $16,665 for the three months ended September 30, 2022. This increase consisted of interest due and payable to Delfin for additional loan amounts.

NET LOSS. Net loss for the three months ended September 30, 2023 was approximately $47,000 as compared to a net loss of approximately $44,000 for the three months ended September 30, 2022.The increase was primarily due to increased related party interest.

NINE MONTHS ENDED SEPTEMBER 30, 2023 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2022

NET REVENUE. Commensurate with the sale of our Tralliance business on September 29, 2008, we became a shell company, and we have not had any material operations since then. As a result, net revenue for both the nine months ended September 30, 2023 and 2022 was $0.

GENERAL AND ADMINISTRATIVE. General and administrative expenses include only customary public company expenses, including accounting, legal, audit, insurance and other related public company costs. General and administrative expenses totaled approximately $92,000 for the first nine months of 2023 as compared to approximately $100,000 for the same period of the prior year. This decrease was due to a decrease in legal fees.

10

RELATED PARTY INTEREST EXPENSE. Related party interest expense for the nine months ended September 30, 2023 totaled $55,392 compared to $46,957 for the nine months ended September 30, 2022. This increase consisted of interest due and payable to Delfin as the loan amount has increased.

NET LOSS. Net loss for the nine months ended September 30, 2023 was approximately $147,000 as compared to a net loss of approximately $147,000 for the nine months ended September 30, 2022. The net loss remained the same due to decreased legal fees offset by increased related party interest.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW ITEMS

As of September 30, 2023, we had $7,484 in cash as compared to $6,771 as of December 31, 2022. Net cash flows used in operating activities totaled approximately $90,000 for the nine months ended September 30, 2023 compared to net cash flows used in operating activities of $123,000 for the nine months ended September 30, 2022.

Net cash flows provided by financing activities totaled $91,000 for the nine months ended September 30, 2023 compared to $121,000 for the nine months ended September 30, 2022.

FUTURE AND CRITICAL NEED FOR CAPITAL

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should we be unable to continue as a going concern. However, for the reasons described below, our management does not believe that cash on hand and cash flow generated internally by us will be adequate to fund our limited overhead and other cash requirements beyond the next twelve months. These reasons raise significant doubt about our ability to continue as a going concern.

As of September 30, 2023, as reflected in our accompanying balance sheet, our current liabilities exceed our total assets. We prefer to avoid filing for protection under the U.S. Bankruptcy Code. However, unless we are successful in raising additional funds through the offering of debt or equity securities, we may not be able to continue to operate as a going concern beyond the next twelve months. Notwithstanding the above, we currently intend to continue operating as a public company and making all the requisite filings under the Exchange Act.

In March 2018, the Company executed a Promissory Note with Delfin for $50,000, which was amended and restated several times over the years and in September 2022 to $861,000, which was our balance at December 31, 2022. In January 2023 it was amended and restated to $906,000, in April 2023 to $932,000, in July 2023 to $952,000 (cash received in August) and then again in October 2023 to increase the principal amount to up to $977,000. The Promissory Note is used to pay certain accrued expenses, accounts payable and to allow the Company to have working capital. Interest accrues on the unpaid principal balance at a rate of 8% per annum, calculated on a 365/66 day year, as applicable. The Promissory Note is due upon demand. It may be prepaid in whole or in any part at any time prior to demand. Management anticipates continued funding from Delfin over the next twelve months as it determines the direction of the Company.

At September 30, 2023, the Company had a net working capital deficit of approximately $1,234,000. Such working capital deficit included accrued expenses of approximately $26,000, accounts payable of approximately $2,000 and approximately $1,214,000 in principal and accrued interest owed under the Promissory Note with Delfin.

EFFECTS OF INFLATION

Management believes that inflation has not had a significant effect on our results of operations during 2023 and 2022.

11

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 revenue 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.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Management has determined that all recently issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to the Company’s operations.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information under this item.

ITEM 4.     CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure (1) that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and (2) that this information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Our Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that, as of September 30, 2023, our disclosure controls and procedures were effective in alerting him in a timely manner to material information regarding us that is required to be included in our periodic reports to the SEC.

Our Chief Executive Officer and Chief Financial Officer has evaluated any change in our internal control over financial reporting that occurred during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, and has determined there to be no reportable changes.

PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

None.

ITEM 1A.     RISK FACTORS

There have been no material changes to the Company’s risk factors disclosed in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

You should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which could materially affect our business, financial position, or future results of operations. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial position, or future results of operations.

12

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)Unregistered Sales of Equity Securities.

None.

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

Not applicable.

(c)Repurchases.

None.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.     MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.     OTHER INFORMATION

None.

13

ITEM 6.     EXHIBITS

10.2

$952,000 Fifteenth Amended and Restated Bridge Promissory Note dated July 26, 2023 by and between Delfin Midstream LLC and the Company and $977,000 Sixteenth Amended and Restated Bridge Promissory Note dated October 12, 2023 by and between Delfin Midstream LLC and the Company.

31.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a). 

 

 

32.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and Rule 15d-14(b).

101.1NS 

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH 

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definitions Linkbase Document

Exhibit 104

Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

14

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: November 7, 2023

theglobe.com, inc.

 

 

 

By:

/s/ Frederick Jones

 

Frederick Jones

 

Chief Executive Officer and Chief Financial Officer

 

(Principal Executive Officer and Duly Authorized Officer)

15

Exhibit 10.2

WRITTEN CONSENT

OF

THE SOLE MEMBER OF THE BOARD OF DIRECTORS

OF

THEGLOBE.COM, INC.

July 26, 2023

The undersigned, being the sole member of the Board of Directors (the “Board”) of THEGLOBE.COM, INC., a Delaware corporation (the “Company”), does hereby consent and agree that when the undersigned has executed this consent, the resolutions set forth below shall be deemed to have been adopted to the same extent and to have the same force and effect as if adopted at a formal meeting of the Board, duly called for the purpose of acting upon proposals to adopt such resolutions. The undersigned hereby waives all formal requirements, including the necessity of holding a formal or informal meeting, and any requirements that notice of such meeting be given.

Fifteenth Amended and Restated Promissory Note

WHEREAS, the Company originally entered into a Bridge Note dated March 9, 2018 in the principal amount of $50,000 (the “Original Note”), which Original Note was amended and restated in full pursuant to an Amended and Restated Bridge Promissory Note dated May 9, 2018 in the principal amount of $150,000 (the “Amended Note”), which was further was amended and restated in full pursuant to a Second Amended and Restated Bridge Promissory Note dated November 2, 2018 in the principal amount of $350,000 (the “Second Amended Note”) and which was further amended and restated in full pursuant to a Third Amended and Restated Bridge Promissory Note dated May 23, 2019 in the principal amount of $465,000 (the “Third Amended Note”) and which was further amended and restated in full pursuant to a Fourth Amended and Restated Bridge Promissory Note dated November 1, 2019 in the principal amount of $554,100 (the “Fourth Amended Note”) and which was further amended and restated in full pursuant to a Fifth Amended and Restated Bridge Promissory Note dated August 24, 2020 in the principal amount of $600,000 (the “Fifth Amended Note”) and which was further amended and restated in full pursuant to a Sixth Amended and Restated Bridge Promissory Note dated February 8, 2021 in the principal amount of $637,500 (the “Sixth Amended Note”) and which was further amended and restated in full pursuant to a Seventh Amended and Restated Bridge Promissory Note dated June 11, 2021 in the principal amount of $675,000 (the “Seventh Amended Note”) and which was further amended and restated in full pursuant to an Eighth Amended and Restated Bridge Promissory Note dated October 5, 2021 in the principal amount of $705,000 (the “Eighth Amended Note”) and which was further amended and restated in full pursuant to a Ninth Amended and Restated Bridge Promissory Note dated January 27, 2022 in the principal amount of $750,000 (the “Ninth Amended Note”) and which was further amended and restated in full pursuant to a Tenth Amended and Restated Bridge Promissory Note dated April 6, 2022 in the principal amount of $791,000 (the “Tenth Amended Note”) and which was further amended and restated in full pursuant to an Eleventh Amended and Restated Bridge Promissory Note dated June 29, 2022 in the principal amount of $826,000 (the “Eleventh Amended Note”) and which was further amended and restated in full pursuant to a Twelfth Amended and Restated Bridge Promissory Note dated September 28, 2022 in the principal amount of $861,000 (the “Twelfth


Amended Note”) and which was further amended and restated in full pursuant to a Thirteenth Amended and Restated Bridge Promissory Note dated December 23, 2022 in the principal amount of $906,000 (the “Thirteenth Amended Note”) and which was further amended and restated in full pursuant to a Fourteenth Amended and Restated Bridge Promissory Note dated April 5, 2023 in the principal amount of $932,000 (the “Fourteenth Amended Note”);

WHEREAS, the Board has determined that it is in the best interest of the Company and its stockholders to further amend and restate the Fourteenth Amended Note by entering into that certain Fifteenth Amended and Restated Bridge Promissory Note (the “Fifteenth Amended Note”) in the principal amount of $952,000, in the form attached hereto as Exhibit A; and

WHEREAS, the Board hereby approves the Fifteenth Amended Note.

NOW, THEREFORE, BE IT

RESOLVED, that the Board hereby authorizes, ratifies and approves the execution and delivery by the Company through its authorized representatives of the Fifteenth Amended Note; and be it further

RESOLVED, that Frederick Jones, President of the Company (the “Authorized Person”) be, and he hereby is, authorized and directed to execute and deliver the Fifteenth Amended Note; and be it further

General Resolutions

RESOLVED, that the proper officers of the Company are hereby authorized and directed to certify to interested parties that these resolutions have been duly adopted by the Board; and be it further

RESOLVED, that this written consent may be executed by facsimile, electronic signature (including PDF) or otherwise, in one or more counterparts, each of which shall be deemed an original, but which shall together constitute one and the same document; and be it further

RESOLVED, that the actions taken by this written consent shall become effective immediately upon execution of this written consent by the Board; and be it further

RESOLVED, that the Secretary of the Company is hereby directed to file a copy of this written consent with the minutes of the proceedings of the Company.

[Signatures on following page]


IN WITNESS WHEREOF, the undersigned have executed this Written Consent effective as of the date first written above.

SOLE MEMBER OF THE BOARD

Frederick Jones

[Signature Page to the Written Board Consent for the Fifteenth Amended and Restated Bridge Note]


EXHIBIT A

Fifteenth Amended and Restated Bridge Promissory Note


FIFTEENTH AMENDED AND RESTATED BRIDGE PROMISSORY NOTE

Principal Amount: $952,000.00

Issue Date:

July 26, 2023

FOR VALUE RECEIVED, the undersigned, theglobe.com, inc, a Delaware corporation (the “Borrower”), with offices located at 14643 Dallas Parkway, Suite 650 c/o Toombs Hall and Foster, Dallas TX 75254, hereby promises to pay to Delfin Midstream Inc. (the “Holder”), on order, without demand, in lawful currency of the United States of America, the principal sum of Nine Hundred Fifty-Two Thousand Dollars and 00/100 ($952,000.00) (the “Loan”), in accordance with the provisions of this promissory note (this “Note”). This Note evidences the Loan made by the Holder to the Borrower, and there is no separate loan agreement or other written agreement relating to its terms.

1.Amended and Restated. The parties originally entered into a Bridge Note dated March 9, 2018 in the principal amount of $50,000 (the “Original Note”), which Original Note was amended and restated in full pursuant to an Amended and Restated Bridge Promissory Note dated May 9, 2018 in the principal amount of $150,000 (the “Amended Note”), which was further amended and restated in full pursuant to a Second Amended and Restated Bridge Promissory Note dated November 2, 2018 in the principal amount of $350,000 (the “Second Amended Note”) and which was further amended and restated in full pursuant to a Third Amended and Restated Bridge Promissory Note dated May 23, 2019 in the principal amount of $465,000 (the “Third Amended Note”) and which was further amended and restated in full pursuant to a Fourth Amended and Restated Bridge Promissory Note dated November 1, 2019 in the principal amount of $554,100 (the “Fourth Amended Note”) and which was further amended and restated in full pursuant to a Fifth Amended and Restated Bridge Promissory Note dated August 24, 2020 in the principal amount of $600,000 (the “Fifth Amended Note”) and which was further amended and restated in full pursuant to a Sixth Amended and Restated Bridge Promissory Note dated February 8, 2021 in the principal amount of $637,500 (the “Sixth Amended Note”) and which was further amended and restated in full pursuant to a Seventh Amended and Restated Bridge Promissory Note dated June 11, 2021 in the principal amount of $675,000 (the “Seventh Amended Note”) and which was further amended and restated in full pursuant to an Eighth Amended and Restated Bridge Promissory Note dated October 5, 2021 in the principal amount of $705,000 (the “Eighth Amended Note”) and which was further amended and restated in full pursuant to a Ninth Amended and Restated Bridge Promissory Note dated January 27, 2022 in the principal amount of $750,000 (the “Ninth Amended Note”) and which was further amended and restated in full pursuant to a Tenth Amended and Restated Bridge Promissory Note dated April 6, 2022 in the principal amount of $791,000 (the “Tenth Amended Note”) and which was further amended and restated in full pursuant to an Eleventh Amended and Restated Bridge Promissory Note dated June 29, 2022 in the principal amount of $826,000 (the “Eleventh Amended Note”) and which was further amended and restated in full pursuant to a Twelfth Amended and Restated Bridge Promissory Note dated September 28, 2022 in the principal amount of $861,000 (the “Twelfth Amended Note”) and which was further amended and restated in full pursuant to a Thirteenth Amended and Restated Bridge Promissory Note dated December 23, 2022 in the principal amount of $906,000 (the “Thirteenth Amended Note”) and which was further amended and restated in full pursuant to a Fourteenth Amended and Restated Bridge Promissory Note dated April 5, 2023 in the principal amount of $932,000 (the “Fourteenth Amended Note”). The Holder and the Borrower hereby agree to amend and restate the Fourteenth Amended Note with this Note.

2.Maturity Date. This Note shall be a DEMAND NOTE thereby allowing the Holder to call the Note at any time for any reason or no reason whatsoever requiring the immediate repayment of all principal and accrued and unpaid interest (the “Maturity Date”).


3.Prepayment. This Note may be prepaid in whole or part at any time prior to the Maturity Date without penalty and without consent of the Holder.

4.Interest Rate. Interest shall accrue on the unpaid principal balance of this Note at a rate of eight percent (8%) per annum and shall be payable on the Maturity Date, calculated on a 365/366 day year, as applicable.

5.Default Interest Rate. The entire unpaid principal balance of the Loan shall bear interest until paid at an annual rate equal to ten percent (10%) (the “Default Rate”) upon each of the following:

(a)after the occurrence and during the continuation of any Event of Default during the term of this Note, regardless of whether the Holder also elects to accelerate the maturity of the Loan; or

(b)from and after demand for payment has been made by the Holder after the Maturity Date in the event the Loan has not been paid in full on or before the Maturity Date;

provided, however, that after judgment all such sums shall bear interest at the lesser of the Default Rate or the greatest rate allowed by applicable law for judgments. Any amount of interest which shall be due and owing pursuant to this Section shall be paid on the daily outstanding balance of principal evidenced by this Note and shall be based upon a 365-day year for the actual number of days for which interest is payable, but such interest shall never exceed the maximum rate of interest permitted under applicable law.

6.Maximum Interest Rate. In no event shall any agreed to or actual exaction charge, reserved or taken as an advance or forbearance by the Holder as consideration, exceed the maximum interest rate permitted by law applicable from time to time to the Loan for the use or detention of money or for forbearance in seeking its collection; and the Holder hereby waives any right to demand such excess. If the interest provisions of this Note or any exactions provided for in this Note shall result at any time or for any reason in an effective rate of interest that exceeds the maximum interest rate permitted by applicable law (if any), then without further agreement or notice, the obligation to be fulfilled shall be automatically reduced to such limit and all sums received by the Holder in excess of those lawfully collectible as interest shall be applied against the principal of the Loan immediately upon the Holder’s receipt thereof, with the same force and effect as though the Borrower had specifically designated such extra sums to be so applied to principal and the Holder had agreed to accept such extra payment(s) as a premium-free prepayment or prepayments.

7.Events of Default. The entire unpaid principal balance of the Loan and all other sums owing under this Note, shall at the option of the Holder become immediately due and payable without notice or demand upon the occurrence of any one or more of the following events (“Events of Default”):

(a)The failure of the Borrower to pay the principal or other sum when due, which remains unpaid for thirty (30) calendar days; or

(b)The Borrower shall make an assignment for the benefit of creditors, file a petition in bankruptcy, apply to or petition any tribunal for the appointment of a custodian, receiver, intervenor or trustee for the Borrower or a substantial part of the Borrower’s assets; or

(c)The Borrower shall commence any proceeding under any bankruptcy, arrangement or readjustment of debt law or statute of any jurisdiction, whether now or hereafter

- 2 -


in effect; or if any such petition or application shall have been filed or proceeding commenced against the Borrower or if any such custodian, receiver, intervenor or trustee shall have been appointed.

8.Rights and Remedies of Holder. The occurrence of any Event of Default shall allow the Holder, with written notice to Borrower, to: (a) accelerate the maturity of this Note and demand immediate payment of all outstanding principal and other sums due hereunder, and (b) immediately exercise and pursue any rights, privileges, remedies and powers as provided herein or under law. The Holder’s rights, privileges, remedies and powers, as provided in this Note are cumulative and concurrent, and may be pursued singly, successively or together against the Borrower at the sole discretion of the Holder. Additionally, the Holder may resort to every other right or remedy available at law and in equity without first exhausting the rights and remedies contained herein, all in the Holder’s sole discretion. The Holder’s delay in exercising or failure to exercise any rights or remedies to which the Holder may be entitled if any Event of Default occurs shall not constitute a waiver of any of the Holder’s rights or remedies with respect to that or any subsequent Event of Default, whether of the same or a different nature, nor shall any single or partial exercise of any right or remedy by the Holder preclude any other or further exercise of that or any other right or remedy. No waiver of any right or remedy by the Holder shall be effective unless made in writing and signed by the Holder, nor shall any waiver on one occasion apply to any future occasion, but shall be effective only with respect to the specific occasion addressed in that signed writing.

9.Waiver and Consent. Except as otherwise provided herein, to the fullest extent permitted by law, the Borrower hereby: (a) waives demand, presentment, protest, notice of dishonor, suit against or joinder of any other person, and all other requirements necessary to charge or hold the Borrower liable with respect to the Loan; (b) waives any right to immunity or exemption of any property, wherever located, from garnishment, levy, execution, seizure or attachment prior to or in execution of judgment, or sale under execution or other process for the collection of debts; (c) submits to the jurisdiction of the state and federal courts in the State of Delaware for purposes of any action or proceeding under this Note; (d) agrees that the venue of any such action or proceeding may be laid in the County of New Castle, Delaware and waives any claim that the same is an inconvenient forum. Until the Holder receives all sums due under this Note in immediately available funds, the Borrower shall not be released from liability with respect to the Loan unless the Holder expressly releases the Borrower in a writing signed by the Holder.

10.Costs, Indemnities and Expenses. The Borrower agrees to pay all filing fees and similar charges and all costs incurred by the Holder in collecting or securing or attempting to collect or secure the Loan, including reasonable attorneys’ fees, whether or not involving litigation and/or appellate, administrative or bankruptcy proceedings. In addition to the payment of the documentary stamp taxes due on this Note, the Borrower agrees to pay any applicable intangible taxes or other taxes (except for federal or state income or franchise taxes based on the Holder’s net income) which may now or hereafter apply to this Note or any payment made in respect of the Loan, and the Borrower agrees to indemnify and hold the Holder harmless from and against any liability, costs, attorney’s fees, penalties, interest or expenses relating to any such taxes, as and when the same may be incurred.

11.Order of Payments. Except as otherwise required by law, payments received by the Holder hereunder shall be applied first against expenses and indemnities and next to accrued but unpaid interest followed by a reduction of the outstanding principal balance of the Loan, except that during the continuance of any Event of Default, the Holder may apply such payments in any order of priority determined by the Holder in its exclusive judgment.

- 3 -


12.Governing Law. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION LOCATED IN THE COUNTY OF NEW CASTLE, STATE OF DELAWARE, SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREIN, AND HEREBY WAIVES, AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT HEREOF, THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPLICABLE OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SAID COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION SHALL BE HEARD AND DETERMINED IN SAID COURTS. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE.

13.Notice. Any notices, requests, demands and other communications required or permitted to be given hereunder shall be given in writing and shall be deemed to have been duly given when delivered by hand, five (5) days following the date of deposit in the United States mail, by registered or certified mail, postage prepaid, return receipt requested, or on the delivery date shown on a written verification of delivery provided by a reputable private delivery service, if addressed to the mailing address as set forth in the preamble to this Note or such other address as last provided to the sender by the addressee in accordance with this Section.

14.Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns. This Note may not be assigned by either party without the prior written consent of the other party.

15.Amendment Provision; Cancellation of Amended Note. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented. The Holder hereby acknowledges and agrees that, with immediate effect as of such effective date, the Amended Note and all indebtedness arising thereunder are hereby cancelled, terminated and superseded in their entirety by this Note. The Holder agrees to deliver the original Amended Note to the Borrower for cancellation.

16.Severability. If any part of this Note is adjudged illegal, invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Note that can be given effect without such provision.

[Signature Page Follows]

- 4 -


IN WITNESS WHEREOF, the Borrower has caused this Note to be signed in its name as of the date first above written.

theglobe.com inc., a Delaware corporation

By:

Name:

Frederick P. Jones

Title:

Chief Executive Officer

[Signature Page to the Fifteenth Amended and Restated Bridge Note]


WRITTEN CONSENT

OF

THE SOLE MEMBER OF THE BOARD OF DIRECTORS

OF

THEGLOBE.COM, INC.

October 12, 2023

The undersigned, being the sole member of the Board of Directors (the “Board”) of THEGLOBE.COM, INC., a Delaware corporation (the “Company”), does hereby consent and agree that when the undersigned has executed this consent, the resolutions set forth below shall be deemed to have been adopted to the same extent and to have the same force and effect as if adopted at a formal meeting of the Board, duly called for the purpose of acting upon proposals to adopt such resolutions. The undersigned hereby waives all formal requirements, including the necessity of holding a formal or informal meeting, and any requirements that notice of such meeting be given.

Sixteenth Amended and Restated Promissory Note

WHEREAS, the Company originally entered into a Bridge Note dated March 9, 2018 in the principal amount of $50,000 (the “Original Note”), which Original Note was amended and restated in full pursuant to an Amended and Restated Bridge Promissory Note dated May 9, 2018 in the principal amount of $150,000 (the “Amended Note”), which was further was amended and restated in full pursuant to a Second Amended and Restated Bridge Promissory Note dated November 2, 2018 in the principal amount of $350,000 (the “Second Amended Note”) and which was further amended and restated in full pursuant to a Third Amended and Restated Bridge Promissory Note dated May 23, 2019 in the principal amount of $465,000 (the “Third Amended Note”) and which was further amended and restated in full pursuant to a Fourth Amended and Restated Bridge Promissory Note dated November 1, 2019 in the principal amount of $554,100 (the “Fourth Amended Note”) and which was further amended and restated in full pursuant to a Fifth Amended and Restated Bridge Promissory Note dated August 24, 2020 in the principal amount of $600,000 (the “Fifth Amended Note”) and which was further amended and restated in full pursuant to a Sixth Amended and Restated Bridge Promissory Note dated February 8, 2021 in the principal amount of $637,500 (the “Sixth Amended Note”) and which was further amended and restated in full pursuant to a Seventh Amended and Restated Bridge Promissory Note dated June 11, 2021 in the principal amount of $675,000 (the “Seventh Amended Note”) and which was further amended and restated in full pursuant to an Eighth Amended and Restated Bridge Promissory Note dated October 5, 2021 in the principal amount of $705,000 (the “Eighth Amended Note”) and which was further amended and restated in full pursuant to a Ninth Amended and Restated Bridge Promissory Note dated January 27, 2022 in the principal amount of $750,000 (the “Ninth Amended Note”) and which was further amended and restated in full pursuant to a Tenth Amended and Restated Bridge Promissory Note dated April 6, 2022 in the principal amount of $791,000 (the “Tenth Amended Note”) and which was further amended and restated in full pursuant to an Eleventh Amended and Restated Bridge Promissory Note dated June 29, 2022 in the principal amount of $826,000 (the “Eleventh Amended Note”) and which was further amended and restated in full pursuant to a Twelfth Amended and Restated Bridge Promissory Note dated September 28, 2022 in the principal amount of $861,000 (the “Twelfth


Amended Note”) and which was further amended and restated in full pursuant to a Thirteenth Amended and Restated Bridge Promissory Note dated December 23, 2022 in the principal amount of $906,000 (the “Thirteenth Amended Note”) and which was further amended and restated in full pursuant to a Fourteenth Amended and Restated Bridge Promissory Note dated April 5, 2023 in the principal amount of $932,000 (the “Fourteenth Amended Note”) and which was further amended and restated in full pursuant to a Fifteenth Amended and Restated Bridge Promissory Note dated July 26, 2023 in the principal amount of $952,000 (the “Fifteenth Amended Note”);

WHEREAS, the Board has determined that it is in the best interest of the Company and its stockholders to further amend and restate the Fifteenth Amended Note by entering into that certain Sixteenth Amended and Restated Bridge Promissory Note (the “Sixteenth Amended Note”) in the principal amount of $977,000, in the form attached hereto as Exhibit A; and

WHEREAS, the Board hereby approves the Sixteenth Amended Note.

NOW, THEREFORE, BE IT

RESOLVED, that the Board hereby authorizes, ratifies and approves the execution and delivery by the Company through its authorized representatives of the Sixteenth Amended Note; and be it further

RESOLVED, that Frederick Jones, President of the Company (the “Authorized Person”) be, and he hereby is, authorized and directed to execute and deliver the Sixteenth Amended Note; and be it further

General Resolutions

RESOLVED, that the proper officers of the Company are hereby authorized and directed to certify to interested parties that these resolutions have been duly adopted by the Board; and be it further

RESOLVED, that this written consent may be executed by facsimile, electronic signature (including PDF) or otherwise, in one or more counterparts, each of which shall be deemed an original, but which shall together constitute one and the same document; and be it further

RESOLVED, that the actions taken by this written consent shall become effective immediately upon execution of this written consent by the Board; and be it further

RESOLVED, that the Secretary of the Company is hereby directed to file a copy of this written consent with the minutes of the proceedings of the Company.

[Signatures on following page]


IN WITNESS WHEREOF, the undersigned have executed this Written Consent effective as of the date first written above.

SOLE MEMBER OF THE BOARD

Frederick Jones

[Signature Page to the Written Board Consent for the Sixteenth Amended and Restated Bridge Note]


EXHIBIT A

Sixteenth Amended and Restated Bridge Promissory Note


Execution Version

SIXTEENTH AMENDED AND RESTATED BRIDGE PROMISSORY NOTE

Principal Amount: $977,000.00

Issue Date:

October 12, 2023

FOR VALUE RECEIVED, the undersigned, theglobe.com, inc, a Delaware corporation (the “Borrower”), with offices located at 609 Main Street, Houston, Texas, 77002, hereby promises to pay to Delfin Midstream Inc. (the “Holder”), on order, without demand, in lawful currency of the United States of America, the principal sum of Nine Hundred Seventy-Seven Thousand Dollars and 00/100 ($977,000.00) (the “Loan”), in accordance with the provisions of this promissory note (this “Note”). This Note evidences the Loan made by the Holder to the Borrower, and there is no separate loan agreement or other written agreement relating to its terms.

1.Amended and Restated. The parties originally entered into a Bridge Note dated March 9, 2018 in the principal amount of $50,000 (the “Original Note”), which Original Note was amended and restated in full pursuant to an Amended and Restated Bridge Promissory Note dated May 9, 2018 in the principal amount of $150,000 (the “Amended Note”), which was further amended and restated in full pursuant to a Second Amended and Restated Bridge Promissory Note dated November 2, 2018 in the principal amount of $350,000 (the “Second Amended Note”) and which was further amended and restated in full pursuant to a Third Amended and Restated Bridge Promissory Note dated May 23, 2019 in the principal amount of $465,000 (the “Third Amended Note”) and which was further amended and restated in full pursuant to a Fourth Amended and Restated Bridge Promissory Note dated November 1, 2019 in the principal amount of $554,100 (the “Fourth Amended Note”) and which was further amended and restated in full pursuant to a Fifth Amended and Restated Bridge Promissory Note dated August 24, 2020 in the principal amount of $600,000 (the “Fifth Amended Note”) and which was further amended and restated in full pursuant to a Sixth Amended and Restated Bridge Promissory Note dated February 8, 2021 in the principal amount of $637,500 (the “Sixth Amended Note”) and which was further amended and restated in full pursuant to a Seventh Amended and Restated Bridge Promissory Note dated June 11, 2021 in the principal amount of $675,000 (the “Seventh Amended Note”) and which was further amended and restated in full pursuant to an Eighth Amended and Restated Bridge Promissory Note dated October 5, 2021 in the principal amount of $705,000 (the “Eighth Amended Note”) and which was further amended and restated in full pursuant to a Ninth Amended and Restated Bridge Promissory Note dated January 27, 2022 in the principal amount of $750,000 (the “Ninth Amended Note”) and which was further amended and restated in full pursuant to a Tenth Amended and Restated Bridge Promissory Note dated April 6, 2022 in the principal amount of $791,000 (the “Tenth Amended Note”) and which was further amended and restated in full pursuant to an Eleventh Amended and Restated Bridge Promissory Note dated June 29, 2022 in the principal amount of $826,000 (the “Eleventh Amended Note”) and which was further amended and restated in full pursuant to a Twelfth Amended and Restated Bridge Promissory Note dated September 28, 2022 in the principal amount of $861,000 (the “Twelfth Amended Note”) and which was further amended and restated in full pursuant to a Thirteenth Amended and Restated Bridge Promissory Note dated December 23, 2022 in the principal amount of $906,000 (the “Thirteenth Amended Note”) and which was further amended and restated in full pursuant to a Fourteenth Amended and Restated Bridge Promissory Note dated April 5, 2023 in the principal amount of $932,000 (the “Fourteenth Amended Note”) and which was further amended and restated in full pursuant to a Fifteenth Amended and Restated Bridge Promissory Note dated July 26, 2023 in the principal amount of $952,000 (the “Fifteenth Amended Note”). The Holder and the Borrower hereby agree to amend and restate the Fifteenth Amended Note with this Note.


2.Maturity Date. This Note shall be a DEMAND NOTE thereby allowing the Holder to call the Note at any time for any reason or no reason whatsoever requiring the immediate repayment of all principal and accrued and unpaid interest (the “Maturity Date”).

3.Prepayment. This Note may be prepaid in whole or part at any time prior to the Maturity Date without penalty and without consent of the Holder.

4.Interest Rate. Interest shall accrue on the unpaid principal balance of this Note at a rate of eight percent (8%) per annum and shall be payable on the Maturity Date, calculated on a 365/366 day year, as applicable.

5.Default Interest Rate. The entire unpaid principal balance of the Loan shall bear interest until paid at an annual rate equal to ten percent (10%) (the “Default Rate”) upon each of the following:

(a)after the occurrence and during the continuation of any Event of Default during the term of this Note, regardless of whether the Holder also elects to accelerate the maturity of the Loan; or

(b)from and after demand for payment has been made by the Holder after the Maturity Date in the event the Loan has not been paid in full on or before the Maturity Date;

provided, however, that after judgment all such sums shall bear interest at the lesser of the Default Rate or the greatest rate allowed by applicable law for judgments. Any amount of interest which shall be due and owing pursuant to this Section shall be paid on the daily outstanding balance of principal evidenced by this Note and shall be based upon a 365-day year for the actual number of days for which interest is payable, but such interest shall never exceed the maximum rate of interest permitted under applicable law.

6.Maximum Interest Rate. In no event shall any agreed to or actual exaction charge, reserved or taken as an advance or forbearance by the Holder as consideration, exceed the maximum interest rate permitted by law applicable from time to time to the Loan for the use or detention of money or for forbearance in seeking its collection; and the Holder hereby waives any right to demand such excess. If the interest provisions of this Note or any exactions provided for in this Note shall result at any time or for any reason in an effective rate of interest that exceeds the maximum interest rate permitted by applicable law (if any), then without further agreement or notice, the obligation to be fulfilled shall be automatically reduced to such limit and all sums received by the Holder in excess of those lawfully collectible as interest shall be applied against the principal of the Loan immediately upon the Holder’s receipt thereof, with the same force and effect as though the Borrower had specifically designated such extra sums to be so applied to principal and the Holder had agreed to accept such extra payment(s) as a premium-free prepayment or prepayments.

7.Events of Default. The entire unpaid principal balance of the Loan and all other sums owing under this Note, shall at the option of the Holder become immediately due and payable without notice or demand upon the occurrence of any one or more of the following events (“Events of Default”):

(a)The failure of the Borrower to pay the principal or other sum when due, which remains unpaid for thirty (30) calendar days; or

- 2 -


(b)The Borrower shall make an assignment for the benefit of creditors, file a petition in bankruptcy, apply to or petition any tribunal for the appointment of a custodian, receiver, intervenor or trustee for the Borrower or a substantial part of the Borrower’s assets; or

(c)The Borrower shall commence any proceeding under any bankruptcy, arrangement or readjustment of debt law or statute of any jurisdiction, whether now or hereafter in effect; or if any such petition or application shall have been filed or proceeding commenced against the Borrower or if any such custodian, receiver, intervenor or trustee shall have been appointed.

8.Rights and Remedies of Holder. The occurrence of any Event of Default shall allow the Holder, with written notice to Borrower, to: (a) accelerate the maturity of this Note and demand immediate payment of all outstanding principal and other sums due hereunder, and (b) immediately exercise and pursue any rights, privileges, remedies and powers as provided herein or under law. The Holder’s rights, privileges, remedies and powers, as provided in this Note are cumulative and concurrent, and may be pursued singly, successively or together against the Borrower at the sole discretion of the Holder. Additionally, the Holder may resort to every other right or remedy available at law and in equity without first exhausting the rights and remedies contained herein, all in the Holder’s sole discretion. The Holder’s delay in exercising or failure to exercise any rights or remedies to which the Holder may be entitled if any Event of Default occurs shall not constitute a waiver of any of the Holder’s rights or remedies with respect to that or any subsequent Event of Default, whether of the same or a different nature, nor shall any single or partial exercise of any right or remedy by the Holder preclude any other or further exercise of that or any other right or remedy. No waiver of any right or remedy by the Holder shall be effective unless made in writing and signed by the Holder, nor shall any waiver on one occasion apply to any future occasion, but shall be effective only with respect to the specific occasion addressed in that signed writing.

9.Waiver and Consent. Except as otherwise provided herein, to the fullest extent permitted by law, the Borrower hereby: (a) waives demand, presentment, protest, notice of dishonor, suit against or joinder of any other person, and all other requirements necessary to charge or hold the Borrower liable with respect to the Loan; (b) waives any right to immunity or exemption of any property, wherever located, from garnishment, levy, execution, seizure or attachment prior to or in execution of judgment, or sale under execution or other process for the collection of debts; (c) submits to the jurisdiction of the state and federal courts in the State of Delaware for purposes of any action or proceeding under this Note; (d) agrees that the venue of any such action or proceeding may be laid in the County of New Castle, Delaware and waives any claim that the same is an inconvenient forum. Until the Holder receives all sums due under this Note in immediately available funds, the Borrower shall not be released from liability with respect to the Loan unless the Holder expressly releases the Borrower in a writing signed by the Holder.

10.Costs, Indemnities and Expenses. The Borrower agrees to pay all filing fees and similar charges and all costs incurred by the Holder in collecting or securing or attempting to collect or secure the Loan, including reasonable attorneys’ fees, whether or not involving litigation and/or appellate, administrative or bankruptcy proceedings. In addition to the payment of the documentary stamp taxes due on this Note, the Borrower agrees to pay any applicable intangible taxes or other taxes (except for federal or state income or franchise taxes based on the Holder’s net income) which may now or hereafter apply to this Note or any payment made in respect of the Loan, and the Borrower agrees to indemnify and hold the Holder harmless from and against any liability, costs, attorney’s fees, penalties, interest or expenses relating to any such taxes, as and when the same may be incurred.

- 3 -


11.Order of Payments. Except as otherwise required by law, payments received by the Holder hereunder shall be applied first against expenses and indemnities and next to accrued but unpaid interest followed by a reduction of the outstanding principal balance of the Loan, except that during the continuance of any Event of Default, the Holder may apply such payments in any order of priority determined by the Holder in its exclusive judgment.

12.Governing Law. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION LOCATED IN THE COUNTY OF NEW CASTLE, STATE OF DELAWARE, SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREIN, AND HEREBY WAIVES, AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT HEREOF, THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPLICABLE OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SAID COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION SHALL BE HEARD AND DETERMINED IN SAID COURTS. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE.

13.Notice. Any notices, requests, demands and other communications required or permitted to be given hereunder shall be given in writing and shall be deemed to have been duly given when delivered by hand, five (5) days following the date of deposit in the United States mail, by registered or certified mail, postage prepaid, return receipt requested, or on the delivery date shown on a written verification of delivery provided by a reputable private delivery service, if addressed to the mailing address as set forth in the preamble to this Note or such other address as last provided to the sender by the addressee in accordance with this Section.

14.Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns. This Note may not be assigned by either party without the prior written consent of the other party.

15.Amendment Provision; Cancellation of Amended Note. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented. The Holder hereby acknowledges and agrees that, with immediate effect as of such effective date, the Amended Note and all indebtedness arising thereunder are hereby cancelled, terminated and superseded in their entirety by this Note. The Holder agrees to deliver the original Amended Note to the Borrower for cancellation.

16.Severability. If any part of this Note is adjudged illegal, invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Note that can be given effect without such provision.

[Signature Page Follows]

- 4 -


IN WITNESS WHEREOF, the Borrower has caused this Note to be signed in its name as of the date first above written.

theglobe.com inc., a Delaware corporation

By:

Name:

Frederick P. Jones

Title:

Chief Executive Officer

[Signature Page to the Sixteenth Amended and Restated Bridge Note]


EXHIBIT 31.1

CERTIFICATE PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

I, Frederick Jones, Chief Executive Officer and Chief Financial Officer of theglobe.com, inc., certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2023 (this “Report”), of theglobe.com, inc. (the “Registrant”);

2.Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, is made known to us by others within the entity, particularly during the period in which this Report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d.disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant’s auditors:

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: November 7, 2023

By:

/s/ Frederick Jones

 

Name:

Frederick Jones

Title:

Chief Executive Officer and Chief Financial Officer


EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of theglobe.com, inc. (the “Company”) on Form 10-Q for the period ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frederick Jones, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 7, 2023

By:

/s/ Frederick Jones

 

Frederick Jones

 

Chief Executive Officer and Chief Financial Officer


v3.23.3
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2023
Nov. 02, 2023
Document and Entity Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2023  
Document Transition Report false  
Entity File Number 0-25053  
Entity Registrant Name THEGLOBE.COM, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 14-1782422  
Entity Address, Address Line One 14643 DALLAS PARKWAY  
Entity Address, Address Line Two SUITE 650  
Entity Address, City or Town DALLAS  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 75254  
City Area Code 214  
Local Phone Number 369-5695  
Title of 12(b) Security Common Stock, par value $.001 per share  
Trading Symbol TGLO  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company true  
Entity Common Stock, Shares Outstanding   441,480,473
Entity Central Index Key 0001066684  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.23.3
CONDENSED BALANCE SHEETS - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Current Assets:    
Cash $ 7,484 $ 6,771
Total current assets 7,484 6,771
Current Liabilities:    
Accounts payable 2,000 2,000
Accrued expenses and other current liabilities 25,731 24,367
Accrued interest due to related party $ 261,564 $ 206,172
Interest Payable Current, Related Party, Type [Extensible Enumeration] us-gaap:RelatedPartyMember us-gaap:RelatedPartyMember
Notes payable due to related party $ 952,000 $ 861,000
Notes Payable, Current, Related Party, Type [Extensible Enumeration] us-gaap:RelatedPartyMember us-gaap:RelatedPartyMember
Total current liabilities $ 1,241,295 $ 1,093,539
Stockholders' Deficit:    
Common stock, $0.001 par value; 500,000,000 shares authorized; 441,480,473 shares issued at September 30, 2023 and December 31, 2022 441,480 441,480
Preferred stock, $0.001 par value; 3,000,000 shares authorized; 0 shares issued at September 30, 2023 and December 31, 2022
Additional paid in capital 296,594,042 296,594,042
Accumulated deficit (298,269,333) (298,122,290)
Total stockholders' deficit (1,233,811) (1,086,768)
Total liabilities and stockholders' deficit $ 7,484 $ 6,771
v3.23.3
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
CONDENSED BALANCE SHEETS    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 441,480,473 441,480,473
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 3,000,000 3,000,000
Preferred stock, shares issued 0 0
v3.23.3
CONDENSED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
CONDENSED STATEMENTS OF OPERATIONS        
Net Revenue $ 0 $ 0 $ 0 $ 0
Operating Expenses:        
General and administrative 28,156 27,400 91,651 100,203
Operating Loss (28,156) (27,400) (91,651) (100,203)
Related party interest expense $ 18,995 $ 16,655 $ 55,392 $ 46,957
Interest Expense, Related Party, Type [Extensible Enumeration] us-gaap:RelatedPartyMember us-gaap:RelatedPartyMember us-gaap:RelatedPartyMember us-gaap:RelatedPartyMember
Loss from Operations Before Income Tax $ (47,151) $ (44,055) $ (147,043) $ (147,160)
Income Tax Provision 0 0 0 0
Loss from Operations (47,151) (44,055) (147,043) (147,160)
Net Loss $ (47,151) $ (44,055) $ (147,043) $ (147,160)
Loss Per Share:        
Continuing Operations, Basic $ 0 $ 0 $ 0 $ 0
Continuing Operations, Diluted $ 0 $ 0 $ 0 $ 0
Weighted Average Common Shares Outstanding - Basic 441,480,473 441,480,473 441,480,473 441,480,473
Weighted Average Common Shares Outstanding - Diluted 441,480,473 441,480,473 441,480,473 441,480,473
v3.23.3
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Balance at Dec. 31, 2021 $ 441,480 $ 296,594,042 $ (297,937,646) $ (902,124)
Balance (in shares) at Dec. 31, 2021 441,480,473      
Net Loss     (147,160) (147,160)
Balance at Sep. 30, 2022 $ 441,480 296,594,042 (298,084,806) (1,049,284)
Balance (in shares) at Sep. 30, 2022 441,480,473      
Balance at Jun. 30, 2022 $ 441,480 296,594,042 (298,040,751) (1,005,229)
Balance (in shares) at Jun. 30, 2022 441,480,473      
Net Loss     (44,055) (44,055)
Balance at Sep. 30, 2022 $ 441,480 296,594,042 (298,084,806) (1,049,284)
Balance (in shares) at Sep. 30, 2022 441,480,473      
Balance at Dec. 31, 2022 $ 441,480 296,594,042 (298,122,290) (1,086,768)
Balance (in shares) at Dec. 31, 2022 441,480,473      
Net Loss     (147,043) (147,043)
Balance at Sep. 30, 2023 $ 441,480 296,594,042 (298,269,333) (1,233,811)
Balance (in shares) at Sep. 30, 2023 441,480,473      
Balance at Jun. 30, 2023 $ 441,480 296,594,042 (298,222,182) (1,186,660)
Balance (in shares) at Jun. 30, 2023 441,480,473      
Net Loss     (47,151) (47,151)
Balance at Sep. 30, 2023 $ 441,480 $ 296,594,042 $ (298,269,333) $ (1,233,811)
Balance (in shares) at Sep. 30, 2023 441,480,473      
v3.23.3
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash Flows from Operating Activities    
Net Loss $ (147,043) $ (147,160)
Changes in operating assets and liabilities    
Increase/(Decrease) Accounts payable 0 (22,203)
Increase/(Decrease) Accrued expenses and other current liabilities 1,364 (334)
Increase Accrued interest due to related party 55,392 46,958
Net cash flows used in operating activities (90,287) (122,739)
Cash Flows from Financing Activities    
Borrowings on notes payable 91,000 121,000
Net cash flows provided by financing activities 91,000 121,000
Net Increase/(Decrease) in Cash 713 (1,739)
Cash at beginning of period 6,771 6,374
Cash at end of period $ 7,484 $ 4,635
v3.23.3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2023
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(1)         ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF THEGLOBE.COM

theglobe.com, inc. (the “Company,” “theglobe,” “we” or “us”) was incorporated on May 1, 1995 and commenced operations on that date. Originally, we were an online community with registered members and users in the United States and abroad. On September 29, 2008, we consummated the sale of the business and substantially all of the assets of our subsidiary, Tralliance Corporation (“Tralliance”), to Tralliance Registry Management Company, LLC, an entity controlled by Michael S. Egan, our former Chairman and Chief Executive Officer. As a result of and on the effective date of the sale of our Tralliance business, which was our last remaining operating business, we became a “shell company,” as that term is defined in Rule 12b-2 of the Exchange Act, with no material operations or assets.

On December 20, 2017, Delfin Midstream LLC (“Delfin”) entered into a Common Stock Purchase Agreement with certain of our stockholders for the purchase of a total of 312,825,952 shares of our Common Stock, par value $0.001 per share (“Common Stock”), representing approximately 70.9% of our Common Stock (the “Purchase Agreement”).

As a shell company, our operating expenses have consisted primarily of, and we expect them to continue to consist primarily of, customary public company expenses, including personnel, accounting, financial reporting, legal, audit and other related public company costs.

As of September 30, 2023, as reflected in our accompanying condensed balance sheet, our current liabilities exceed our total assets. We prefer to avoid filing for protection under the U.S. Bankruptcy Code. However, unless we are successful in raising additional funds through the offering of debt or equity securities, we may not be able to continue to operate as a going concern beyond the next twelve months. Notwithstanding the above, we currently intend to continue operating as a public company and making all the requisite filings under the Exchange Act.

UNAUDITED INTERIM CONDENSED FINANCIAL INFORMATION

The unaudited interim condensed financial statements of the Company at September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 included herein have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X under the Securities Act of 1933, as amended. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations relating to interim condensed financial statements.

In the opinion of management, the accompanying unaudited interim condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at September 30, 2023 and the results of its operations and stockholders’ equity for the three and nine months ended September 30, 2023 and 2022 and its cash flows for the nine months ended September 30, 2023 and 2022. The interim results for such periods are not necessarily indicative of results expected for the full year or for any future period.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company 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.

NET INCOME PER SHARE

The Company reports basic and diluted net income per common share in accordance with FASB ASC Topic 260, “Earnings Per Share.” 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 exercise of stock options (using the treasury stock method). Common equivalent shares are excluded from the calculation if their effect is anti-dilutive. There were no potentially dilutive securities and common stock equivalents for the period ended September 30, 2023.

RECENT ACCOUNTING PRONOUNCEMENTS

Management has determined that all recently issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to the Company’s operations.

v3.23.3
LIQUIDITY AND GOING CONCERN CONSIDERATIONS
9 Months Ended
Sep. 30, 2023
LIQUIDITY AND GOING CONCERN CONSIDERATIONS  
LIQUIDITY AND GOING CONCERN CONSIDERATIONS

(2)          LIQUIDITY AND GOING CONCERN CONSIDERATIONS

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. However, for the reasons described below, Company management does not believe that cash on hand and cash flows generated internally by the Company will be adequate to fund its limited overhead and other cash requirements over the next twelve months. These reasons raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Delfin, the Company’s majority stockholder, has continued to fund the Company through loans to the Company (see Note 3). At September 30, 2023, the Company had a net working capital deficit of approximately $1,234,000. Such working capital deficit included accrued expenses of approximately $26,000, accounts payable of approximately $2,000 and approximately $1,214,000 in principal and accrued interest owed under the Promissory Note(as defined in Note 3) with Delfin.

The coronavirus (COVID-19) pandemic and its future impact on debt and equity markets could have a material adverse effect on our financial condition and ability to operate as a going concern. The extent to which COVID-19, or any epidemics, pandemics, outbreaks or other health crises may negatively affect our business, will depend on future developments which are uncertain and impossible to predict. Any prolonged precautions or restrictions imposed by governmental authorities and public health departments could result in indeterminate periods of decreased economic activity throughout the U.S. and globally, including reduced or ceased business operations; delayed or affect future government grants; or decline in international trade and shortages of supplies, goods and services.

MANAGEMENT’S PLANS

Management anticipates continued funding from Delfin over the next twelve months as it determines the direction of the Company.

v3.23.3
DEBT
9 Months Ended
Sep. 30, 2023
DEBT  
DEBT

(3)          DEBT

In March 2018, the Company executed a promissory note with Delfin for $50,000 (as amended and restated from time to time, the “Promissory Note”), which was amended and restated several times over the years and in September 2022 to $861,000, which was our balance at December 31, 2022. In January 2023 it was amended and restated to $906,000, in April 2023 to $932,000, in July 2023 to $952,000 (cash received August) and then again in October 2023 to increase the principal amount to up to $977,000. The Promissory Note is used to pay certain accrued expenses, accounts payable and to allow the Company to have working capital. Interest accrues on the unpaid principal balance at a rate of 8% per annum, calculated on a 365/66 day year, as applicable. The Promissory Note is due upon demand. It may be prepaid in whole or in any part at any time prior to demand. Management anticipates continued funding from Delfin over the next twelve months as it determines the direction of the Company.

v3.23.3
RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2023
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

(4)          RELATED PARTY TRANSACTIONS

Under terms of the debt with its majority stockholder ( See Note 3), the Company has recorded accrued interest of approximately $262,000 as of September 30, 2023 and approximately $206,000 as of December 31, 2022. The Company has also recorded interest expense of approximately $19,000 and $17,000 for the three months ended September 30, 2023 and 2022 and $55,000 and $47,000 for the nine months ended September 30, 2023 and 2022, respectively.

v3.23.3
SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2023
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

(5)          SUBSEQUENT EVENTS

The Company’s management evaluated subsequent events through the time of the filing of this report on Form 10-Q. The Company’s management is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on its financial statements.

v3.23.3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2023
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
DESCRIPTION OF THEGLOBE.COM

DESCRIPTION OF THEGLOBE.COM

theglobe.com, inc. (the “Company,” “theglobe,” “we” or “us”) was incorporated on May 1, 1995 and commenced operations on that date. Originally, we were an online community with registered members and users in the United States and abroad. On September 29, 2008, we consummated the sale of the business and substantially all of the assets of our subsidiary, Tralliance Corporation (“Tralliance”), to Tralliance Registry Management Company, LLC, an entity controlled by Michael S. Egan, our former Chairman and Chief Executive Officer. As a result of and on the effective date of the sale of our Tralliance business, which was our last remaining operating business, we became a “shell company,” as that term is defined in Rule 12b-2 of the Exchange Act, with no material operations or assets.

On December 20, 2017, Delfin Midstream LLC (“Delfin”) entered into a Common Stock Purchase Agreement with certain of our stockholders for the purchase of a total of 312,825,952 shares of our Common Stock, par value $0.001 per share (“Common Stock”), representing approximately 70.9% of our Common Stock (the “Purchase Agreement”).

As a shell company, our operating expenses have consisted primarily of, and we expect them to continue to consist primarily of, customary public company expenses, including personnel, accounting, financial reporting, legal, audit and other related public company costs.

As of September 30, 2023, as reflected in our accompanying condensed balance sheet, our current liabilities exceed our total assets. We prefer to avoid filing for protection under the U.S. Bankruptcy Code. However, unless we are successful in raising additional funds through the offering of debt or equity securities, we may not be able to continue to operate as a going concern beyond the next twelve months. Notwithstanding the above, we currently intend to continue operating as a public company and making all the requisite filings under the Exchange Act.

UNAUDITED INTERIM CONDENSED FINANCIAL INFORMATION

UNAUDITED INTERIM CONDENSED FINANCIAL INFORMATION

The unaudited interim condensed financial statements of the Company at September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 included herein have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X under the Securities Act of 1933, as amended. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations relating to interim condensed financial statements.

In the opinion of management, the accompanying unaudited interim condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at September 30, 2023 and the results of its operations and stockholders’ equity for the three and nine months ended September 30, 2023 and 2022 and its cash flows for the nine months ended September 30, 2023 and 2022. The interim results for such periods are not necessarily indicative of results expected for the full year or for any future period.

USE OF ESTIMATES

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company 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.

NET INCOME PER SHARE

NET INCOME PER SHARE

The Company reports basic and diluted net income per common share in accordance with FASB ASC Topic 260, “Earnings Per Share.” 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 exercise of stock options (using the treasury stock method). Common equivalent shares are excluded from the calculation if their effect is anti-dilutive. There were no potentially dilutive securities and common stock equivalents for the period ended September 30, 2023.

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

Management has determined that all recently issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to the Company’s operations.

v3.23.3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - $ / shares
9 Months Ended
Dec. 20, 2017
Sep. 30, 2023
Dec. 31, 2022
Significant Accounting Policies      
Common stock, par value (in dollars per share)   $ 0.001 $ 0.001
Potentially dilutive securities   0  
Delfin Midstream LLC | Purchase Agreement      
Significant Accounting Policies      
Purchase of shares of common stock 312,825,952    
Common stock, par value (in dollars per share) $ 0.001    
Percentage of common stock 70.90%    
v3.23.3
LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
LIQUIDITY AND GOING CONCERN CONSIDERATIONS    
Working capital deficit, net $ 1,234,000  
Accrued expenses and other current liabilities 25,731 $ 24,367
Accounts payable 2,000 $ 2,000
Revolving credit facility, principal and accrued interest $ 1,214,000  
v3.23.3
DEBT (Details) - USD ($)
Sep. 30, 2023
Jul. 31, 2023
Apr. 30, 2023
Jan. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Apr. 30, 2022
Jan. 31, 2022
Oct. 31, 2021
Jun. 30, 2021
Feb. 28, 2021
Aug. 31, 2020
Nov. 30, 2019
Jun. 30, 2019
Nov. 30, 2018
May 31, 2018
DEBT                                  
Notes payable due to related party $ 952,000 $ 952,000 $ 932,000   $ 861,000                        
Promissory Notes | Delfin Midstream LLC                                  
DEBT                                  
Notes payable due to related party $ 977,000     $ 906,000 $ 861,000                       $ 50,000
Interest rate     8.00% 8.00%   8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00%
v3.23.3
RELATED PARTY TRANSACTIONS (Details) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
RELATED PARTY TRANSACTIONS          
Accrued interest due to related party $ 261,564   $ 261,564   $ 206,172
Interest Payable Current, Related Party, Type [Extensible Enumeration]     us-gaap:RelatedPartyMember   us-gaap:RelatedPartyMember
Interest expense $ 19,000 $ 17,000 $ 55,000 $ 47,000  
Interest Expense, Related Party, Type [Extensible Enumeration] us-gaap:RelatedPartyMember us-gaap:RelatedPartyMember us-gaap:RelatedPartyMember us-gaap:RelatedPartyMember  

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