Theglobe Com Inc 10-Q for FY2024 Q2
Theglobe Com Inc (TGLO)
About this 10-Q
Theglobe Com Inc filed this 10-Q on August 5, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).
Headline figures
Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $62.51K
- compared with a net loss of $46.91K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
OR
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER:
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
STATE OF |
| |
(STATE OR OTHER JURISDICTION OF | | (I.R.S. EMPLOYER |
INCORPORATION OR ORGANIZATION) | | IDENTIFICATION NO.) |
c/o Toombs Hall and Foster
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES
(
(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 |
| | 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.
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).
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 |
☒ | ||
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
The number of shares outstanding of the Registrant’s Common Stock, $.001 par value (the “Common Stock”) as of July 22, 2024 was
THEGLOBE.COM, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
THEGLOBE.COM, INC.
CONDENSED BALANCE SHEETS
| | JUNE 30, | | DECEMBER 31, | ||
| | 2024 | | 2023 | ||
|
| (Unaudited) |
| | | |
ASSETS | | | | | | |
Current Assets: | | | | | | |
Cash |
| $ | | | $ | |
Total current assets |
| $ | | | $ | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| | | |
|
|
Current Liabilities: |
| | | |
|
|
Accounts payable |
| $ | | | $ | |
Accrued expenses and other current liabilities |
| | | |
| |
| | | |
| | |
| | | |
| | |
Total current liabilities |
| | | |
| |
|
| | | |
| |
Stockholders’ Deficit: |
| | | |
| |
Common stock, $ |
| | | |
| |
Preferred stock, $ | | | | | ||
Additional paid in capital |
| | | |
| |
Accumulated deficit |
| | ( | |
| ( |
Total stockholders’ deficit |
| | ( | |
| ( |
Total liabilities and stockholders’ deficit | | $ | | | $ | |
See notes to unaudited condensed financial statements
2
THEGLOBE.COM, INC.
CONDENSED STATEMENTS OF OPERATIONS
| | Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
| | (UNAUDITED) | | (UNAUDITED) | ||||||||
Net Revenue | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Operating Expenses: | |
|
| |
|
| |
|
| |
|
|
General and administrative | |
| | |
| | |
| | |
| |
Operating Loss | |
| ( | |
| ( | |
| ( | |
| ( |
Other Expense: | | | | | | | | | | | | |
|
| | |
| | |
| | |
| | |
| | | | | | | | | | | | |
Loss from Operations Before Income Tax | | | ( | | | ( | | | ( | | | ( |
Income Tax Provision | |
| | |
| | |
| | |
| |
Loss from Operations | |
| ( | |
| ( | |
| ( | |
| ( |
| | | | | | | | | | | | |
Net Loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Loss Per Share: | |
| | |
| | |
| | |
| |
Basic and Diluted | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Weighted Average Common Shares Outstanding | | $ | | | $ | | | $ | | | $ | |
See notes to unaudited condensed financial statements
3
THEGLOBE.COM, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT
| | Six Month Period Ended June 30, 2024 | ||||||||||||
| | (UNAUDITED) | ||||||||||||
| | Common Stock | | Additional Paid-in | | Accumulated | | | | |||||
|
| Shares |
| Amount |
| Capital |
| Deficit |
| Total | ||||
Balance, January 1, 2024 |
| |
| $ | | | $ | |
| $ | ( |
| $ | ( |
| | | | | | | | | | | | | | |
Net Loss |
| — |
| | — | | | — |
| | ( |
| | ( |
Balance, June 30, 2024 |
| | | $ | | | $ | | | $ | ( | | $ | ( |
| | Six Month Period Ended June 30, 2023 | ||||||||||||
| | (UNAUDITED) | ||||||||||||
| | Common Stock | | Additional Paid-in | | Accumulated | | | | |||||
|
| Shares |
| Amount |
| Capital |
| Deficit |
| Total | ||||
Balance, January 1, 2023 |
| |
| $ | |
| $ | |
| $ | ( |
| $ | ( |
| | | | | | | | | | | | | | |
Net Loss |
| — |
| | — |
| | — |
| | ( |
| | ( |
Balance, June 30, 2023 |
| | | $ | | | $ | | | $ | ( | | $ | ( |
|
| Three Month Period Ended June 30, 2024 | ||||||||||||
| | (UNAUDITED) | ||||||||||||
| | Common Stock | | Additional Paid- | | Accumulated | | | | |||||
|
| Shares |
| Amount |
| in Capital |
| Deficit |
| Total | ||||
Balance, April 1, 2024 |
| | | $ | | | $ | | | $ | ( | | $ | ( |
| | | | | | | | | | | | | | |
Net Loss |
| — | |
| — | |
| — | |
| ( | |
| ( |
Balance, June 30, 2024 |
| | | $ | | | $ | | | $ | ( | | $ | ( |
|
| Three Month Period Ended June 30, 2023 | ||||||||||||
| | (UNAUDITED) | ||||||||||||
| | Common Stock | | Additional Paid- | | Accumulated | | | | |||||
|
| Shares |
| Amount |
| in Capital |
| Deficit |
| Total | ||||
Balance, April 1, 2023 |
| | | $ | | | $ | | | $ | ( | | $ | ( |
| | | | | | | | | | | | | | |
Net Loss |
| — | |
| — | |
| — | |
| ( | |
| ( |
Balance, June 30, 2023 |
| | | $ | | | $ | | | $ | ( | | $ | ( |
See notes to unaudited condensed financial statements
4
THEGLOBE.COM, INC.
CONDENSED STATEMENTS OF CASH FLOWS
| | Six Months Ended June 30, | ||||
| | 2024 | | 2023 | ||
|
| (UNAUDITED) |
| (UNAUDITED) | ||
Cash Flows from Operating Activities |
| |
|
| |
|
Net Loss | | $ | ( | | $ | ( |
| |
| | |
| |
Adjustments to reconcile net loss to net cash flows used in operating activities | |
| | |
| |
Changes in operating assets and liabilities | |
| | |
| |
| |
| | |
| |
Increase/(Decrease) in Accounts payable | |
| | |
| ( |
Decrease in accrued expenses and other current liabilities | |
| ( | |
| ( |
Increase in accrued interest due to related party | |
| | |
| |
| |
| | |
| |
Net cash flows used in operating activities | |
| ( | |
| ( |
| |
| | |
| |
Cash Flows from Financing Activities | |
| | |
| |
Borrowings on notes payable | |
| | |
| |
Net cash flows provided by financing activities | |
| | |
| |
| |
| | |
| |
Net Increase in Cash | |
| | |
| |
Cash at beginning of period | |
| | |
| |
Cash at end of period | | $ | | | $ | |
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
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 June 30, 2024, 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 June 30, 2024 and for the three and six months ended June 30, 2024 and 2023 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 June 30, 2024 and the results of its operations and stockholders' equity for the three and six months ended June 30, 2024 and 2023 and its cash flows for the six months ended June 30, 2024 and 2023. 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
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 June 30, 2024, the Company had a net working capital deficit of approximately $
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 $
(4) RELATED PARTY TRANSACTIONS
Under terms of the debt with its majority stockholder ( See Note 3), the Company has recorded accrued interest of approximately $
7
(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, 2023. 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 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, 2023.
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 June 30, 2024, 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, 2023 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 JUNE 30, 2024, COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2023
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 June 30, 2024 and 2023 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 $42,000 in the second quarter of 2024 as compared to approximately $28,000 for the same quarter of the prior year. This increase was primarily due to an increase in accounting and legal expenses.
RELATED PARTY INTEREST EXPENSE. Related party interest expense for the three months ended June 30, 2024, totaled approximately $21,000 compared to approximately $19,000 for the three months ended June 30, 2023. This increase consisted of interest due and payable to Delfin for additional loan amounts.
NET LOSS. Net loss for the three months ended June 30, 2024, was approximately $63,000 as compared to a net loss of approximately $47,000 for the three months ended June 30, 2023.
SIX MONTHS ENDED JUNE 30, 2024, COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2023
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 six months ended June 30, 2024 and 2023 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 $73,000 for the first six months of 2024 as compared to approximately $63,000 for the same period of the prior year. This increase was primarily due to an increase in accounting and legal expenses.
10
RELATED PARTY INTEREST EXPENSE. Related party interest expense for the six months ended June 30, 2024, totaled approximately $41,000 compared to approximately $36,000 for the six months ended June 30, 2023. This increase consisted of interest due and payable to Delfin as the loan amount has increased.
NET LOSS. Net loss for the six months ended June 30, 2024, was approximately $114,000 as compared to a net loss of approximately $100,000 for the six months ended June 30, 2023.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW ITEMS
As of June 30, 2024, we had $10,513 in cash as compared to $9,105 as of December 31, 2023. Net cash flows used in operating activities totaled approximately $78,000 for the six months ended June 30, 2024, compared to net cash flows used in operating activities of $69,000 for the six months ended June 30, 2023.
Net cash flows provided by financing activities totaled $79,000 for the six months ended June 30, 2024, compared to $71,000 for the six months ended June 30, 2023.
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 June 30, 2024, 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 October 2023 to $977,000, which was our balance at December 31, 2023. In January 2024 it was amended and restated to $1,027,000 and then again in June 2024 to increase the principal amount to up to $1,056,000, which is the balance at June 30, 2024. The 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 June 30, 2024, the Company had a net working capital deficit of approximately $1,392,000. Such working capital deficit included accrued expenses of approximately $19,000, accounts payable of approximately $5,000 and approximately $1,378,000 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 or the six months ended June 30, 2024 and will not for the remainder of 2024.
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.
Certain of our accounting policies require higher degrees of judgment than others in their application.
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 June 30, 2024. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that, as of June 30, 2024, 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 June 30, 2024, 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.
12
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, 2023.
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, 2023, 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, 2023 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.
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
13
ITEM 6. EXHIBITS
10.2 | | |
| | |
31.1 | | |
| |
|
32.1 | | |
| | |
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: August 5, 2024 | theglobe.com, inc. | |
|
| |
| By: | /s/ Frederick Jones |
| Frederick Jones | |
| Chief Executive Officer and Chief Financial Officer | |
| (Principal Executive Officer and Principal Financial Officer) | |
15
Exhibit 10.2
EIGHTEENTH AMENDED AND RESTATED BRIDGE PROMISSORY NOTE
Principal Amount: $1,056,000.00 | Issue Date: | May 31, 2024 |
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 One Million Fifty-Six Thousand Dollars and 00/100 ($1,056,000.00) (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”) and which was further amended and restated in full pursuant to a Sixteenth Amended and Restated Bridge Promissory Note dated October 12, 2023 in the principal amount of $977,000 (the “Sixteenth Amended Note”) and which was further amended and restated in full pursuant to a Seventeenth Amended and Restated Bridge Promissory Note dated December 30, 2023 in the principal amount of $1,027,000 (the “Seventeenth Amended Note”).
The Holder and the Borrower hereby agree to amend and restate the Seventeenth 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: | /s/ Frederick P. Jones | |
| | Name: | Frederick P. Jones |
| | Title: | Chief Executive Officer |
[Signature Page to the Eighteenth 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:
Dated: August 5, 2024 |
| 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 PURSUANT 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 June 30, 2024, 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: August 5, 2024 |
| By: | /s/ Frederick Jones | |
| | Frederick Jones | ||
| | Chief Executive Officer and Chief Financial Officer | ||