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Item 9A. Controls and Procedures

2022-03-24 compared with 2021-03-26 · 115 added, 255 removed, 66 unchanged (85% of the section changed)

AND PROCEDURES

CONTROLS AND PROCEDURES

Disclosure 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 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.

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 December 31, 2020.

Based on that evaluation,

our Chief Executive Officer and Chief Financial Officer has concluded that, as of December 31, 2020, our disclosure controls and

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

internal control over financial reporting (as defined in Rules 13a - 15(f) and 15d - 15(f) under the Exchange Act).

Internal control

over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with GAAP.

Internal control over financial reporting

includes policies and procedures that:

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 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 December 31, 2021.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that, as of December 31, 2021, our disclosure controls and 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 internal control over financial reporting (as defined in Rules 13a - 15(f) and 15d - 15(f) under the Exchange Act).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Internal control over financial reporting includes policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

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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

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree

of compliance with existing policies or procedures may deteriorate.

Under the supervision of the Chief Executive

Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial

reporting as of December 31, 2020.

Our management used the updated Internal Control-Integrated Framework (2013) issued by the Committee

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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate.

Under the supervision of the Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021.

Our management used the updated Internal Control-Integrated Framework (2013) issued by the Committee 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, 2021.

Because 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.

Changes in Internal Control over Financial Reporting

Our management, which currently consists

Jones, acting as 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 December 31, 2020 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.

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names,

ages and current positions with the Company held by our Directors and Executive Officers.

Our management, which currently consists of Mr.

Jones, acting as 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 December 31, 2021 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.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names, ages and current positions with the Company held by our Directors and Executive Officers.

POSITION OR OFFICE WITH THE COMPANY

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June 29, 2018

We are not aware of any arrangement or understanding

We are not aware of any arrangement or understanding between Mr.

Jones and any other person pursuant to which he was elected or appointed to his current positions.

nor any immediate family member of Mr.

Jones has been a participant in any transaction or currently proposed transaction with the

Company that is reportable under Item 404(a) of Regulation S-K.

Due to his status as material stockholder

of Delfin, which is our controlling stockholder, and his willingness to serve without compensation, we believe Mr.

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

Frederick Jones , 73, has been

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

Jones nor any immediate family member of Mr.

Jones has been a participant in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.

Due to his status as material stockholder of Delfin, which is our controlling stockholder, and his willingness to serve without compensation, we believe Mr.

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

Frederick Jones , 74, has been involved in international commodity trading, energy infrastructure, real estate, and oil and gas businesses for approximately 48 years.

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

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

the next annual meeting of stockholders of the Company and until his successor is duly elected and qualified or until his earlier

death, resignation or removal.

For approximately the past eight (8) 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.

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.

Jones will serve as a director until the next annual meeting of stockholders of the Company and until his successor is duly elected and qualified or until his earlier death, resignation or removal.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires

our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file certain reports

regarding ownership of, and transactions in, our securities with the SEC.

Such officers, directors, and 10% stockholders are also

required to furnish us with copies of all Section 16(a) forms that they file.

Based solely on our review of copies of

Forms 3 and 4 and any amendments furnished to us pursuant to Rule 16a-3(e) and any written representations referred to in Item

405(b)(2)(i) of Regulation S-K stating that no Forms 5 were required, we believe that, during the 2020 fiscal year, our officers,

directors and all persons owning more than 10% of a registered class of our equity securities have complied with all Section 16(a)

applicable filing requirements.

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file certain reports regarding ownership of, and transactions in, our securities with the SEC.

Such officers, directors, and 10% stockholders are also required to furnish us with copies of all Section 16(a) forms that they file.

Based solely on our review of copies of Forms 3 and 4 and any amendments furnished to us pursuant to Rule 16a-3(e) and any written representations referred to in Item 405(b)(2)(i) of Regulation S-K stating that no Forms 5 were required, we believe that, during the 2020 fiscal year, our officers, directors and all persons owning more than 10% of a registered class of our equity securities have complied with all Section 16(a) applicable filing requirements.

Code of Ethics

We have adopted a Code of Ethics applicable

to our officers, including our principal executive officer, principal financial officer, principal accounting officer and any other

persons performing similar functions.

The Code of Ethics will be provided free of charge by the Company to interested parties upon

We have adopted a Code of Ethics applicable to our officers, including our principal executive officer, principal financial officer, principal accounting officer and any other persons performing similar functions.

The Code of Ethics will be provided free of charge by the Company to interested parties upon request.

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

14643 Dallas Parkway, Suite 650,

Dallas, TX 75254, Attention:

14643 Dallas Parkway, Suite 650, Dallas, TX 75254, Attention:

Frederick Jones.

Board Meetings

Including unanimous written actions of the

Board, the Board met 2 times in 2020

Our Company currently does not have nominating,

compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation

or audit committee charter.

As a shell company, we believe that it is not necessary to have such committees at this time because

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

Including unanimous written actions of the Board, the Board met 3 times in 2021

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter.

As a shell company, we believe that it is not necessary to have such committees at this time because 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 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.

Because the Company currently has no material operations and none of its executive officers in 2021 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” 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.

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

serve on the Board.

The Board will consider for nomination by

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

We do 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 serve on the Board.

The Board will consider for nomination by the Board director candidates recommended by stockholders if the stockholders comply with the following requirements.

Under our 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 meeting.

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

A copy of our By-Laws may be obtained by writing

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.

If we do, we may tell the other stockholders what we think of the proposal,

and how we intend to use our discretionary authority to vote on the proposal.

All proposals should be made in writing and sent

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

A copy of our By-Laws may be obtained by writing 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.

If we do, we may tell the other stockholders what we think of the proposal, and how we intend to use our discretionary authority to vote on the proposal.

All proposals should be made in writing and sent via registered, certified or express mail, to our executive offices, 14643 Dallas Parkway, Suite 650, Dallas, TX 75254 Attention:

Frederick Jones.

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:

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:

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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

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

to the Board, the Company will send appropriate stockholder communications to the Board.

In the case of communications addressed

to any particular directors, the Company will send appropriate stockholder communications to such director.

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.

In the case of communications addressed to the Board, the Company will send appropriate stockholder communications to the Board.

In the case of communications addressed to any particular directors, the Company will send appropriate stockholder communications to such director.

Attendance at Annual Meetings

The Board encourages, but does not require,

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

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.

We do not maintain any executive compensation

plans or programs.

EXECUTIVE COMPENSATION

We do not maintain any executive compensation plans or programs.

Jones, our sole executive officer, did not receive compensation for his services in 2021.

In addition, all

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

and no Named Executive Officer exercised equity awards during 2020.

COMPENSATION TABLE

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

officers receive no compensation for serving on our Board.

Jones did not receive a salary, bonus or awards in 2020 for his

service on the Board.

We reimburse non-employee/non-management directors for all travel and other expenses incurred in connection

with attending Board meetings.

All of our stock option plans have been terminated and there were no unexercised equity awards outstanding

as of December 31, 2020.

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.

The amounts and percentage of Common Stock

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,”

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

A person is also deemed to be a beneficial

owner of any securities of which that person has a right to acquire beneficial ownership within 60 days.

Under these rules, more

than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of

securities as to which such person has no economic interest.

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

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

In addition, all of our stock option plans have been terminated and there were no unexercised equity awards outstanding as of December 31, 2021 and no Named Executive Officer exercised equity awards during 2021.

SUMMARY COMPENSATION TABLE

We did not provide any compensation for services to our principal executive officer at any time for the years ended December 31, 2021 and December 31, 2020.

COMPENSATION OF DIRECTORS

Directors who are also our employees or officers receive no compensation for serving on our Board.

Jones did not receive a salary, bonus or awards in 2021 for his service on the Board.

We reimburse non-employee/non-management directors for all travel and other expenses incurred in connection with attending Board meetings.

All of our stock option plans have been terminated and there were no unexercised equity awards outstanding as of December 31, 2021.

SECURITY 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 6, 2022 (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 6, 2022.

The amounts and percentage of Common Stock 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,” which includes the power to dispose of or to direct the disposition of such security.

A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days.

Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Unless otherwise indicated below, the address of each person or entity 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, 2020

Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2021

All of our stock option plans have been terminated and there were no unexercised equity awards outstanding as of December 31, 2021.

RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

The following is a summary of transactions,

since December 31, 2018, to which we have been a party, in which the amount involved exceeded the lesser of $120,000 or 1% of the

average of our total assets at December 31, 2019 and December 31, 2020, and in which any of our directors, executive officers,

beneficial holders of more than 5% of our capital stock or certain other related persons had or will have a direct or indirect

material interest.

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,

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.

The following is a summary of transactions, since December 31, 2018, to which we have been a party, in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at December 31, 2021 and December 31, 2020, and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock or certain other related persons had or will have a direct or indirect material interest.

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, in November 2019 to $554,100, in August 2020 to $600,000, in February 2021 to $637,500, in June 2021 to $675,000, in October 2021 to $705,000 and then again in January 2022 to increase the principal amount to up to $750,000 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

While we have not adopted formal written

policies or procedures for consideration of related party transactions, our Board routinely reviews potential transactions with

those parties it has identified as related parties prior to the consummation of the transaction.

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.

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 Persons

While we have not adopted formal written policies or procedures for consideration of related party transactions, our Board routinely reviews potential transactions with those parties it has identified as related parties prior to the consummation of the transaction.

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.

Director Independence

Jones is the sole member of our Board

and is also an officer of the Company.

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

the Nasdaq Stock Market listing standards.

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.

Jones is the sole member of our Board and is also an officer of the Company.

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 2021 and 2020 and the reviews of the financial statements included in our Forms 10-Q and 10-K, as appropriate, were $39,037 for year ended December 31, 2021 and $39,192 for year ended December 31, 2020.

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.

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 2021 was $1,716 and $3,605 for the year ended 2020 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

Except as described above, the Company had no other fees for services provided by Marcum during 2021 and 2020.

Pre-Approval of Services by the External Auditor .

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

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.

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.

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.

Exhibit Index

6 unchanged sentences

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).

$750,000 Ninth Amended and Restated Bridge Promissory Note dated January 2022 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).*

7 unchanged sentences

X BRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

*Filed herewith

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.

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.

theglobe.com, inc.

5 unchanged sentences

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