−Removed: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
+Added: STATEMENTS AND SUPPLEMENTARY DATA
THEGLOBE.COM, INC.
3 unchanged sentences
STATEMENTS OF OPERATIONS
−Removed: STATEMENTS OF STOCKHOLDERS’
−Removed: EQUITY (DEFICIT)
+Added: STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
STATEMENTS OF CASH FLOWS
5 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying balance sheets of theglobe.com,
−Removed: (the “Company”) as of December 31, 2019 and 2018, the related statements of operations, stockholders’
+Added: We have audited the accompanying balance sheet s of theglobe.com,
+Added: (the “Company”) as of December 31, 2020 and 2019, the related statements of operations, stockholders’ equity
(deficit) and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred
−Removed: to as the “financial statements”).
+Added: to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects,
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United States of America.
−Removed: Explanatory Paragraph –
−Removed: Going Concern
−Removed: The accompanying financial statements have been prepared assuming
−Removed: that the Company will continue as a going concern.
−Removed: As more fully described in Note 2, the Company has a significant working capital
−Removed: deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.
−Removed: These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
−Removed: Management’s plans
−Removed: in regard to these matters are also described in Note 2.
−Removed: The financial statements do not include any adjustments that might result
−Removed: from the outcome of this uncertainty.
+Added: Explanatory Paragraph – Going Concern
+Added: The accompanying
+Added: financial statements have been prepared assuming that the Company will continue as a going concern.
+Added: As more fully described in
+Added: Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional
+Added: funds to meet its obligations and sustain its operations.
+Added: These conditions raise substantial doubt about the Company's ability
+Added: to continue as a going concern.
+Added: Management's plans in regard to these matters are also described in Note 2.
+Added: The financial statements
+Added: do not include any adjustments that might result from the outcome of this uncertainty .
Basis for Opinion
−Removed: These financial statements are the responsibility of the Company’s
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
−Removed: a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and
−Removed: are required to be independent with respect to the Company in accordance with the U.S.
+Added: These financial statements are the responsibility
+Added: of the Company's management.
+Added: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
+Added: and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable
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As part of our audits we are required to obtain an understanding
−Removed: of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
+Added: of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting.
5 unchanged sentences
well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis
+Added: We believe that our audits provides a reasonable basis
for our opinion.
+Added: Critical Audit Matters
+Added: Critical audit matters are matters arising from the current-period
+Added: audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate
+Added: to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
+Added: or complex judgments.
+Added: We determined that there are no critical audit matters.
/s/ Marcum LLP
−Removed: We have served as the Company’s auditor since 2001.
−Removed: Lauderdale, Florida
+Added: We have served as the Company’s auditor since 2001.
+Added: West Palm Beach, Florida
March 26, 2021
4 unchanged sentences
Total current assets
−Removed: LIABILITIES AND STOCKHOLDERS’
+Added: LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
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Total current liabilities
−Removed: Stockholders’
+Added: Stockholders’ Deficit:
Common stock, $0.001 par value;
1 unchanged sentence
441,480,473 shares issued at December 31, 2019 and December 31, 2020
−Removed: Preferred stock,
−Removed: $0.001 par value;
+Added: Preferred stock, $0.001 par value;
3,000,000 shares authorized;
2 unchanged sentences
Accumulated deficit
−Removed: (297,578,963 )
−Removed: (297,367,589 )
−Removed: Total stockholders’
−Removed: Total liabilities and stockholders’
+Added: Total stockholders’ deficit
+Added: Total liabilities and stockholders’ deficit
See notes to financial statements.
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General and administrative
−Removed: Related party transactions
−Removed: Total Operating Expenses
Operating Loss
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Basic and Diluted:
−Removed: Continuing Operations
Weighted Average Common Shares Outstanding
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THEGLOBE.COM,
−Removed: OF STOCKHOLDERS’
−Removed: EQUITY (DEFICIT)
+Added: OF STOCKHOLDERS’ EQUITY (DEFICIT)
Balance, December 31, 2018
−Removed: $ 294,594,042
−Removed: $ (297,061,082 )
Year Ended December 31, 2019
Balance December 31, 2019
−Removed: (297,367,589 )
Year Ended December 31, 2020
Balance, December 31, 2020
−Removed: $ 296,594,042
−Removed: $ (297,578,963 )
See notes to financial statements.
3 unchanged sentences
Cash Flows from Operating Activities:
−Removed: Adjustments to reconcile loss from continuing operations to net cash flows used in operating activities:
+Added: Adjustments to reconcile loss to net cash flows used in operating activities:
Changes in operating assets and liabilities:
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theglobe.com, inc.
−Removed: (the “Company,”
−Removed: “theglobe,”
−Removed: “we”
−Removed: or “us”) was incorporated on May 1, 1995 and commenced operations on that
+Added: (the “Company,”
+Added: “theglobe,” “we” or “us”) was incorporated on May 1, 1995 and commenced operations on that
Originally, we were an online community with registered members and users in the United States and abroad.
On September 29,
−Removed: 2008, we consummated the sale of the business and substantially all of the assets of our subsidiary, Tralliance Corporation (“Tralliance”),
−Removed: to Tralliance Registry Management Company, LLC (“Tralliance Registry Management”), an entity controlled by Michael
+Added: 2008, we consummated the sale of the business and substantially all of the assets of our subsidiary, Tralliance Corporation (“Tralliance”),
+Added: to Tralliance Registry Management Company, LLC (“Tralliance Registry Management”), an entity controlled by Michael
Egan, our former Chairman and Chief Executive Officer.
As a result of and on the effective date of the sale of our Tralliance
−Removed: business, which was our last remaining operating business, we became a “shell company,”
−Removed: as that term is defined in
+Added: 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
−Removed: (“Delfin”) entered into a Common Stock Purchase Agreement with certain of our stockholders for the purchase of a total
−Removed: of 312,825,952 shares of our common stock, par value $0.001 per share (“Common Stock”), representing approximately
+Added: (“Delfin”) entered into a Common Stock Purchase Agreement with certain of our stockholders for the purchase of a total
+Added: 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.
−Removed: On December 31, 2017 (the “Closing Date”), our former officers and directors, including
−Removed: Egan, resigned from their respective positions with the Company.
−Removed: William “Rusty”
−Removed: Nichols was appointed the sole
−Removed: member of our Board and our sole executive officer.
−Removed: In 2018, our Board appointed Mr.
−Removed: Frederick Jones as President, Chief Executive
−Removed: Officer, Chief Financial Officer, and Director of the Company, and Mr.
−Removed: Nichols resigned from his positions of President, Chief
−Removed: Executive Officer, Chief Financial Officer, Director, and any other directorships, offices or other positions with the Company.
As a shell company, our operating expenses
1 unchanged sentence
personnel, accounting, financial reporting, legal, audit and other related public company costs.
−Removed: As of December 31, 2019, as reflected
−Removed: in our accompanying Balance Sheet, our current liabilities exceed our total assets.
−Removed: We prefer to avoid filing for protection
−Removed: under the U.S.
+Added: As of December 31, 2020, as reflected in
+Added: our accompanying Balance Sheet, our current liabilities exceed our total assets.
+Added: We prefer to avoid filing for protection under
Bankruptcy Code.
−Removed: However, unless we are successful in raising additional funds through the offering of debt or
−Removed: equity securities, we may not be able to continue to operate as a going concern for any significant length of time in the
−Removed: Notwithstanding the above, we currently intend to continue operating as a public company and making all the requisite
−Removed: filings under the Exchange Act.
+Added: However, unless we are successful in raising additional funds through the offering of debt or equity
+Added: securities, we may not be able to continue to operate as a going concern for any significant length of time in the future.
+Added: Notwithstanding
+Added: the above, we currently intend to continue operating as a public company and making all the requisite filings under the Exchange
USE OF ESTIMATES
7 unchanged sentences
FASB Accounting Standards Codification Topic
−Removed: on Fair Value Measurements and Disclosure (“ASC 820”) requires that the Company disclose estimated fair values of its
+Added: on Fair Value Measurements and Disclosure (“ASC 820”) requires that the Company disclose estimated fair values of its
financial instruments.
−Removed: The carrying amount of certain of the Company’s financial instruments, including cash, accounts payable
+Added: The carrying amount of certain of the Company’s financial instruments, including cash, accounts payable
and accrued expenses, are a reasonable estimate of their fair values at December 31, 2020 and 2019, respectively, due to their
7 unchanged sentences
on historical and expected exercise behavior;
−Removed: and expected volatility based on the historical volatility of the Company’s
+Added: and expected volatility based on the historical volatility of the Company’s
stock price, over a time period that is consistent with the expected life of the option.
14 unchanged sentences
The Company reports basic and diluted net
−Removed: income per common share in accordance with FASB ASC Topic 260, “Earnings Per Share.”
−Removed: Basic earnings per share is computed
+Added: 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.
8 unchanged sentences
Management has determined that all recently
−Removed: issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to
−Removed: the Company’s operations.
+Added: issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to
+Added: the Company’s operations.
LIQUIDITY AND GOING CONCERN CONSIDERATIONS
7 unchanged sentences
its limited overhead and other cash requirements over the next twelve months.
−Removed: These reasons raise substantial doubt about the Company’s
+Added: 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.
−Removed: At December 31, 2019, the Company had a
−Removed: net working capital deficit of approximately $543,000.
−Removed: This deficit included accrued expenses of approximately $24,000, accounts
−Removed: payable of approximately $9,000 and approximately $597,000 in principal and accrued interest owed under the Promissory Note with
−Removed: Delfin, the Company’s majority stockholder.
+Added: Delfin, the Company’s majority stockholder,
+Added: has continued to fund the Company through loans to the Company (see Note 3).
+Added: At December 31, 2020, the Company had a net working
+Added: capital deficit of approximately $707,000.
+Added: This deficit included accrued expenses of approximately $24,000, accounts payable of
+Added: approximately $2,000 and approximately $689,000 in principal and accrued interest owed under the Promissory Note with Delfin.
+Added: The recent coronavirus (COVID-19) pandemic
+Added: and its impact on debt and equity markets could also have a material adverse effect on our financial condition and ability to operate
+Added: as a going concern.
MANAGEMENT PLANS
3 unchanged sentences
Note with Delfin, which was amended and restated in May 2018 to $150,000, in November 2018 to $350,000, in June 2019 to $465,000,
−Removed: and then again in November 2019 to increase the principal amount to up to $554,100 to pay certain accrued expenses, accounts payable
−Removed: and to allow the Company to have working capital.
−Removed: Interest accrues on the unpaid principal balance at a rate of 8% per annum, calculated on a 365/66 day year, as applicable.
−Removed: The Promissory Note is due upon demand.
−Removed: be prepaid in whole or in any part at any time prior to demand.
−Removed: Management anticipates continued funding from Delfin
−Removed: over the next twelve months as it determines the direction of the Company.
+Added: in November 2019 to $554,100, in August 2020 to $600,000 and then again in February 2021 to increase the principal amount to up
+Added: to $637,500 to pay certain accrued expenses, accounts payable and to allow the Company to have working capital.
+Added: Interest accrues
+Added: on the unpaid principal balance at a rate of 8% per annum, calculated on a 365/66 day year, as applicable.
+Added: The Promissory Note
+Added: is due upon demand.
+Added: It may be prepaid in whole or in any part at any time prior to demand.
+Added: Management anticipates continued funding
+Added: from Delfin over the next twelve months as it determines the direction of the Company.
The provision (benefit) for income taxes
7 unchanged sentences
The following is a reconciliation of the
−Removed: federal income tax provision at the federal statutory rate to the Company’s tax provision attributable to continuing operations:
+Added: federal income tax provision at the federal statutory rate to the Company’s tax provision attributable to continuing operations:
Year Ended December 31,
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Total net deferred tax assets
−Removed: Because of the Company’s lack of earnings
+Added: Because of the Company’s lack of earnings
history, the net deferred tax assets have been fully offset by a 100% valuation allowance.
13 unchanged sentences
RELATED PARTY TRANSACTIONS
−Removed: In March 2018, the Company executed a Promissory
−Removed: Note with Delfin, which was amended and restated in May 2018 to $150,000, in November 2018 to $350,000, in June 2019 to $465,000
−Removed: and then again in November 2019 to increase the principal amount to up to $554,100 to pay certain accrued expenses, accounts payable
−Removed: and to allow the Company to have working capital.
−Removed: Interest accrues on the unpaid principal balance at a rate of 8% per annum, calculated on a 365/66 day year, as applicable.
−Removed: The Promissory Note is due upon demand.
−Removed: be prepaid in whole or in any part at any time prior to demand.
−Removed: Management anticipates continued funding from Delfin
−Removed: over the next twelve months as it determines the direction of the Company.
−Removed: In 2018, the Company’s former Chairman
−Removed: and Chief Executive Officer, William R.
−Removed: Nichols, resigned from all positions and Frederick Jones was appointed to his positions.
−Removed: In connection with Mr.
−Removed: Nichols’
−Removed: resignation, he was granted $60,000 cash as severance.
+Added: Under terms of the debt with its majority
+Added: stockholder (See Note 3), the Company recorded accrued interest of approximately $43,000 and $89,000 as of December 31, 2019 and
+Added: 2020, respectively and interest expense of approximately $34,000 and $46,000 for the years ended December 31, 2019 and 2020, respectively.
SUBSEQUENT EVENTS
−Removed: The Company’s management evaluated
+Added: The Company’s management evaluated
subsequent events through the time of the filing of this report on Form 10-K.
−Removed: The Company’s management is not aware of any
+Added: 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
−Removed: material impact on its financial statements.
−Removed: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
+Added: material impact on its financial statements, with the exceptional of additional funding received from Delfin of $37,500 on February
+Added: IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.