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Item 9A. Controls and Procedures

2021-03-26 compared with 2020-03-27 · 137 added, 161 removed, 184 unchanged (62% of the section changed)

CONTROLS AND PROCEDURES

AND PROCEDURES

Disclosure Controls and Procedures

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that are designed to ensure (1) that information required to be disclosed by us in the reports we file or submit under 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

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.

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procedures were effective.

Management’s Annual Report on Internal Control and

Financial Reporting

The Company’s management, under the

supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate

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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal

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of Sponsoring Organizations of the Treadway Commission to perform this evaluation.

Based upon this evaluation and management’s

assessment, management has concluded that internal control over financial reporting was effective as of December 31, 2020.

we are a smaller public company, we are not required to provide an independent public accountant’s attestation report covering

our assessment of internal control over financial reporting.

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likely to materially affect, our internal control over financial reporting, and has determined there to be no reportable changes.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names,

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the best position to serve as our director until such time that our controlling stockholder determines the direction of the Company.

Jones , 72, has been involved in international commodity trading, energy infrastructure, real estate, and oil and gas

businesses for approximately 46 years.

Frederick Jones , 73, has been

involved in international commodity trading, energy infrastructure, real estate, and oil and gas businesses for approximately

Jones was one of the early investors in U.S.

For approximately the past six

(6) years, Mr.

Jones has served, and continues to serve, as the Chief Executive Officer of Fairwood Peninsula Energy Corporation

(“Fairwood”), a midstream liquefied natural gas company.

Fairwood is a material stockholder of our controlling stockholder,

Delfin Midstream, Inc.

(“Delfin”).

Jones was a founder of Fairwood and is currently a material Delfin stockholder.

He was also a founding stockholder in Marc Rich + Co A.G., Switzerland, now known as Glencore Plc.

For approximately the past seven (7) years, Mr.

has served, and continues to serve, as the Chief Executive Officer of Fairwood Peninsula Energy Corporation

(“Fairwood”), a midstream liquefied natural gas company.

Fairwood is a material stockholder of our controlling

stockholder, Delfin Midstream, Inc.

Jones was a founder of Fairwood and is currently a material

Delfin stockholder.

Jones became the CEO of Energy Global Services FZE and Asiatic Gas Energy Holdings Limited,

two companies privately owned by Mr.

Jones and that primarily handle Mr.

private investments.

He was also a founding

stockholder in Marc Rich + Co A.G., Switzerland, now known as Glencore Plc.

Jones will serve as a director until

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Requests should be made in writing and directed to the Company at the following address:

5949 Sherry Lane, Suite 950,

14643 Dallas Parkway, Suite 650,

Dallas, TX 75254, Attention:

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the Board can adequately perform the functions of such committees.

We believe that our Board can adequately perform the functions of an audit committee.

As a smaller reporting company

with no material operations or assets, and due to the lack of financial resources available to us, we do not have a Board member

that qualifies as an “audit committee financial expert”

as defined in Item 407(D)(5) of Regulation S-K, nor do we have

a Board member that qualifies as “independent”

within the meaning of applicable Nasdaq Stock Market listing standards,

including any heightened independence requirements specific to audit committee members.

We believe that retaining an independent

director who would qualify as an “audit committee financial expert”

would be overly costly and burdensome and is not

warranted in our circumstances given our lack of material operations or assets.

Compensation .

Because the Company currently has no material operations and none of its executive officers in 2019 received a salary, we do not

believe it is necessary to have a compensation committee at this time.

We believe that our Board can adequately perform the functions

of a compensation committee.

Due to his status as an officer of the Company, our sole director is not “independent”

We believe that our Board

can adequately perform the functions of an audit committee.

As a smaller reporting company with no material operations or assets,

and due to the lack of financial resources available to us, we do not have a Board member that qualifies as an “audit committee

financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent”

within the meaning of applicable Nasdaq Stock Market listing standards, including any heightened independence requirements specific

to compensation committee members.

Nominations .

As noted above, the Board does not have a separate nominating committee.

Rather, our Board considers and

nominates directors for election.

We do not believe the Company would derive any significant benefit from a separate nominating

Due to his status as an officer of the Company, our sole director is not “independent”

as defined in the

applicable Nasdaq Stock Market listing standards.

to audit committee members.

We believe that retaining an independent director who would qualify as an “audit committee financial

expert” would be overly costly and burdensome and is not warranted in our circumstances given our lack of material operations

Compensation .

Because the Company

currently has no material operations and none of its executive officers in 2020 received a salary, we do not believe it is necessary

to have a compensation committee at this time.

We believe that our Board can adequately perform the functions of a compensation

Due to his status as an officer of the Company, our sole director is not “independent” within the meaning

of applicable Nasdaq Stock Market listing standards, including any heightened independence requirements specific to compensation

committee members.

Director Nominations .

As noted above,

the Board does not have a separate nominating committee.

Rather, our Board considers and nominates directors for election.

not believe the Company would derive any significant benefit from a separate nominating committee.

Due to his status as an officer

of the Company, our sole director is not “independent” as defined in the applicable Nasdaq Stock Market listing standards.

In recommending director candidates in the

future (including director candidates recommended by stockholders), the Board intends to take into consideration such factors as

it deems appropriate based on the Company’s current needs.

These factors may include diversity, age, skills, decision-making

ability, inter-personal skills, experience with businesses and other organizations of comparable size, community activities and

relationships, and the interrelationship between the candidate’s experience and business background, and other Board members’

experience and business background, whether such candidate would be considered “independent,”

as such term is defined

in the Nasdaq Stock Market listing standards, as well as the candidate’s ability to devote the required time and effort to

relationships, and the interrelationship between the candidate’s experience and business background, and other Board members’

experience and business background, whether such candidate would be considered “independent,” as such term is defined

in the Nasdaq Stock Market listing standards, as well as the candidate’s ability to devote the required time and effort to

serve on the Board.

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the Board director candidates recommended by stockholders if the stockholders comply with the following requirements.

By-Laws, if a stockholder wishes to nominate a director at the annual meeting, we must receive the stockholder’s written

notice not less than 60 days nor more than 90 days prior to the date of the annual meeting, unless we give our stockholders less

than 70 days’

notice of the date of our annual meeting.

If we provide less than 70 days’

notice, then we must receive

the stockholder’s written notice by the close of business on the 10th day after we provide notice of the date of the annual

than 70 days’ notice of the date of our annual meeting.

If we provide less than 70 days’ notice, then we must receive

the stockholder’s written notice by the close of business on the 10th day after we provide notice of the date of the annual

The notice must contain the specific information required in our By-Laws.

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to the Company.

If we receive a stockholder’s proposal within the time periods required under our By-Laws, we may choose,

but are not required, to include it in our proxy statement.

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All proposals should be made in writing and sent

via registered, certified or express mail, to our executive offices, 5949 Sherry Lane, Suite 950, Dallas, Texas 75225 Attention:

via registered, certified or express mail, to our executive offices, 14643 Dallas Parkway, Suite 650, Dallas, TX 75254 Attention:

Frederick Jones.

Communications with the Board of Directors.

Any stockholder who wishes to send communications to the Board should mail

them addressed to the intended recipient by name or position in care of:

theglobe.com, inc., 5949 Sherry Lane, Suite 950, Dallas,

Texas 75225 Attention:

Stockholder Communications with the Board

of Directors.

Any stockholder who wishes to send communications to the Board should mail them addressed to the intended recipient

by name or position in care of:

theglobe.com, inc., 14643 Dallas Parkway, Suite 650, Dallas, TX 75254 Attention:

Frederick Jones.

Upon receipt of any such communications, Mr.

Jones will determine the identity of the intended

recipient and whether the communication is an appropriate stockholder communication.

Jones will send all appropriate stockholder

communications to the intended recipient.

An “appropriate stockholder communication”

is a communication from a person

claiming to be a stockholder in the communication, the subject of which relates solely to the sender’s interest as a stockholder

and not to any other personal or business interest.

Jones will determine the identity of the intended recipient and whether the communication

is an appropriate stockholder communication.

Jones will send all appropriate stockholder communications to the intended

An “appropriate stockholder communication” is a communication from a person claiming to be a stockholder

in the communication, the subject of which relates solely to the sender’s interest as a stockholder and not to any other

personal or business interest.

In the case of communications addressed

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The Board encourages, but does not require,

its directors to attend the Company’s annual meeting of stockholders.

The Company did not hold an annual meeting last year.

EXECUTIVE COMPENSATION

We do not maintain any executive compensation

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COMPENSATION TABLE

The following table sets forth information

concerning compensation for services in all capacities awarded to, earned by or paid by us to those persons serving as the principal

executive officer at any time for the years ended December 31, 2019 and 2018 (collectively, the “Named Executive Officers”):

Name and Principal Position

Frederick Jones

President, Chief Executive Officer, and Chief Financial Officer (1)

Former President, Former Chief Executive Officer, and Former Chief Financial Officer (1)

Effective June 29, 2018, Mr.

Jones was appointed to his positions.

Nichols served in his positions from December 31, 2017 until June 29, 2018, when he resigned from all positions.

In connection with his resignation, Mr.

Nichols was granted $60,000 cash as severance.

We do not currently have an employment agreement

with our principal executive officer.

We did not provide any compensation for

services to our principal executive officer at any time for the years ended December 31, 2020 and December 31, 2019.

Directors who are also our employees or

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as of December 31, 2020.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information

regarding beneficial ownership of our Common Stock as of March 1, 2021 (except as otherwise indicated) by (i) each person who owns

beneficially more than 5% of our Common Stock, (ii) each of our directors, (iii) each of our “Named Executive Officers”

and (iv) all directors and executive officers as a group.

A total of 441,480,473 shares of theglobe’s Common Stock were issued

and outstanding on March 1, 2021.

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beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.

Under the rules of the SEC, a person is deemed to be a “beneficial owner”

of a security if that person has or shares

“voting power,”

which includes the power to vote or to direct the voting of such security, or “investment power,”

Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares

“voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,”

which includes the power to dispose of or to direct the disposition of such security.

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Unless otherwise indicated below, the address of each person or entity

named in the table below is in care of theglobe.com, inc., 5949 Sherry Lane, Suite 950, Dallas, TX 75225.

named in the table below is in care of theglobe.com, inc., 14643 Dallas Parkway, Suite 650, Dallas, TX 75254.

SHARES BENEFICIALLY OWNED

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Delfin Midstream Inc.

Securities Authorized for Issuance Under Equity Compensation

Plans as of December 31, 2019

All of our stock

option plans have been terminated and there were no unexercised equity awards outstanding as of December 31, 2019.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Securities Authorized

for Issuance Under Equity Compensation Plans as of December 31, 2020

All of our stock option plans have been terminated and there were no unexercised equity awards outstanding as of December 31, 2020.

RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

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material interest.

Services Agreement

Delfin is our parent company and beneficially

owns an aggregate of 312,825,952 shares of our Common Stock, representing approximately 70.9% of our issued and outstanding Common

Fairwood is a material stockholder of Delfin.

In March 2018, the Company executed a Promissory

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,

and then again in November 2019 to increase the principal amount to up to $554,100 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.

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.

For more information, see the section in this annual

report entitled “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity

and Capital Resources—Future and Critical Need for Capital.”

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

to $637,500 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.

For more information, see the section in

this annual report entitled “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity

and Capital Resources—Future and Critical Need for Capital.”

Review, Approval or Ratification of Transactions with Related

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Each transaction is reviewed to

determine that a related party transaction is entered into by the Company with the related party on an “arms length”

basis, or pursuant to normal competitive negotiation.

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and is also an officer of the Company.

Jones is not considered “independent”

within the meaning of applicable

Jones is not considered “independent” within the meaning of applicable

the Nasdaq Stock Market listing standards.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed by Marcum LLP (“Marcum”), independent public accountants, for professional

services rendered for the audit of our annual financial statements during 2019 and 2018 and the reviews of the financial statements

included in our Forms 10-Q and 10-K, as appropriate, were $36,823 for year ended December 31, 2019 and $39,861 for year ended December

Audit-Related

During the last two fiscal years, Marcum did not provide the Company with any services that are reasonably related

to the performance of the audit of our financial statements.

The aggregate fees billed for tax services provided by Marcum in connection with tax compliance, tax consulting

and tax planning services for the year ended 2019 was $3,605 and $4,120 for the year ended 2018 in connection with tax return preparation

Except as described above, the Company had no other fees for services provided by Marcum during 2019 and

of Services by the External Auditor .

ACCOUNTING FEES AND SERVICES

The aggregate fees billed

by Marcum LLP (“Marcum”), independent public accountants, for professional services rendered for the audit of our annual

financial statements during 2020 and 2019 and the reviews of the financial statements included in our Forms 10-Q and 10-K, as appropriate,

were $39,192 for year ended December 31, 2020 and $36,823 for year ended December 31, 2019.

Audit-Related Fees .

During the last

two fiscal years, Marcum did not provide the Company with any services that are reasonably related to the performance of the audit

of our financial statements.

The aggregate fees billed

for tax services provided by Marcum in connection with tax compliance, tax consulting and tax planning services for the year ended

2020 was $3,605 and $3,605 for the year ended 2019 in connection with tax return preparation and filing.

All Other Fees .

Except as described

above, the Company had no other fees for services provided by Marcum during 2020 and 2019.

Pre-Approval of Services by the External

As described above, our Board performs the functions of an audit committee.

Board will consider annually and, if appropriate, approve the provision of audit services by its external auditor and consider

and, if appropriate, pre-approve the provision of certain defined audit and non-audit services.

The Board will also consider on

a case-by-case basis and, if appropriate, approve specific engagements that are not otherwise pre-approved.

The Board pre-approved

the audit engagements and tax services billed by the amounts described above.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

List of all documents filed as part of this report.

Financial statements are listed in the index to the financial statements on page 10 of this Report.

No financial statement schedules are included because they are not applicable or are not required or the information required to be set forth therein is included in the financial statements or notes thereto.

The Board will consider annually and,

if appropriate, approve the provision of audit services by its external auditor and consider and, if appropriate, pre-approve the

provision of certain defined audit and non-audit services.

The Board will also consider on a case-by-case basis and, if appropriate,

approve specific engagements that are not otherwise pre-approved.

The Board pre-approved the audit engagements and tax services

billed by the amounts described above.

AND FINANCIAL STATEMENT SCHEDULES

List of all documents filed

as part of this report.

(1) Financial statements are

listed in the index to the financial statements on page 10 of this Report.

(2) No financial statement

schedules are included because they are not applicable or are not required or the information required to be set forth therein

is included in the financial statements or notes thereto.

(3) Exhibit Index

Form of Fourth Amended and Restated Certificate of Incorporation of the Company.

Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation.

Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on July 29, 2003.

Form of By-Laws of the Company.

Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on December 1, 2004.

Description of Registrant’s Securities *

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

$554,100 Fourth Amended and Restated Promissory

Note dated November 1, 2019 by and between Delfin Midstream LLC and the Company.

3.1 Form of Fourth Amended and Restated Certificate of Incorporation of the Company (incorporated by reference from our Form S-1/A filed September 15, 1998).

3.2 Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation (incorporated by reference from our Form SB-2 filed April 16, 2004).

3.3 Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on July 29, 2003 (incorporated by reference from our Form SB-2 filed April 16, 2004).

3.6 Form of By-Laws of the Company (incorporated by reference from our Form SB-2 filed April 16, 2004).

3.8 Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on December 1, 2004 (incorporated by reference from our Form 8-K filed on December 2, 2004).

4.1 Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 of our Form 10-K filed on March 27, 2020).

Form of Indemnification Agreement between the Company and each of its Directors and Executive Officers (incorporated by reference from our Form S-1 filed July 24, 1998 (Registration No.

$637,500 Sixth Amended and Restated Bridge Promissory Note dated February 8, 2021 by and between Delfin Midstream LLC and the Company).

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

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XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

X BRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith

EXHIBIT INDEX

Incorporated by reference from our registration statement on Form S-1 filed July 24, 1998 (Registration No.

Incorporated by reference from our Form S-1/A filed September 15, 1998.

Incorporated by reference from our Form 10-K filed March 31, 2003.

Incorporated by reference from our Form SB-2 filed April 16, 2004.

Incorporated by reference from our Form 8-K filed September 7, 2004.

Incorporated by reference from our Form 8-K filed on December 2, 2004.

Incorporated by reference from our Form 10-Q filed on November 12, 201 9

Pursuant to the requirements of Section

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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.

What changed 10-K

Item 9A. Controls and Procedures