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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of
1934
(Amendment No. 1)*
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theglobe.com, inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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88335R101
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(CUSIP Number)
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Fairwood Peninsula Energy Corporation
5949 Sherry Lane, Suite 950
Dallas, TX 75225
(214) 369-5695
with copies to:
Bruce Rosetto, Esq.
Greenberg Traurig, P.A.
5100 Town Center, Suite 400
Boca Raton, FL 33486
(561) 955-7625
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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December 31, 2017
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g) check the following box:
¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP No. 88335R101
Page 2 of 5 Pages
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1 NAME
OF REPORTING PERSONS
Fairwood Peninsula Energy Corporation
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2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
¨
(b)
¨
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3 SEC
USE ONLY
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4 SOURCE
OF FUNDS (see instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
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6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 SOLE
VOTING POWER
None
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8 SHARED
VOTING POWER
312,825,952
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9 SOLE
DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE
POWER
312,825,952
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11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,825,952
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12 CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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13 PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.9%
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14 TYPE OF REPORTING
PERSON (see instructions)
CO
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CUSIP No. 88335R101
Page 3 of 5 Pages
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1 NAME
OF REPORTING PERSONS
Delfin Midstream LLC
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2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
¨
(b)
¨
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3 SEC
USE ONLY
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4 SOURCE
OF FUNDS (see instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
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6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 SOLE
VOTING POWER
None
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8 SHARED
VOTING POWER
312,825,952
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9 SOLE
DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE
POWER
312,825,952
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11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,825,952
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12 CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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13 PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.9%
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14 TYPE OF REPORTING
PERSON (see instructions)
CO
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CUSIP No. 88335R101
Page 4 of 5 Pages
EXPLANATORY NOTE
This statement amends and restates the Schedule
13D originally filed on January 10, 2018 to correct certain information included in the Item below. The Item below amends and supplements
the information disclosed under the corresponding Item of the Schedule 13D. All items not supplemented in this Amendment remain
unchanged from the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall
have the same meaning herein as are ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background
(a)-(c), (f)
This Schedule 13D is being filed on behalf
of Fairwood Peninsula Energy Corporation, a Delaware corporation (“
Fairwood
”), and Delfin Midstream LLC, a Delaware
limited liability company and subsidiary of Fairwood (“
Delfin Midstream
”, and together with Fairwood, the “
Reporting
Persons
”). The principal business of each of Fairwood and Delfin Midstream is the development and operation of oil and
gas assets. The address of the principal office for each Reporting Person is 5949 Sherry Lane, Suite 950, Dallas, TX 75225.
Fairwood Welbeck Natural Resources Pte.
Ltd. (“
FWNR
”) owns approximately 28% of the equity interests of Fairwood and may be deemed to control Fairwood.
The address of the principal office for FWNR is c/o Toombs Hall & Foster, LLP, 5949 Sherry Lane, Suite 950, Dallas, TX 75225.
Talisman Global Capital Master, L.P. (“
Talisman
”)
and its affiliated entities owns approximately 29% of the equity interests of Fairwood and may be deemed to control Fairwood.
Talisman is affiliated with two of Fairwood’s directors. The address of the principal office for Talisman is 221 Royal Palm
Way, 2nd Floor, Palm Beach, FL 33480.
To the best knowledge of the Reporting Persons,
the name, residence or business address, present principal occupation, and citizenship of each of the directors and executive officers
of the Reporting Persons are set forth on Schedule A and incorporated herein by reference.
(d)-(e)
During the last five years, neither of the
Reporting Persons (nor to the knowledge of the Reporting Persons, any of the persons listed on Schedule A) (a) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to any judicial or administrative
proceeding that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities
subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 11, 2018
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Fairwood Peninsula Energy Corporation
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By:
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/s/ Frederick Jones
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Name:
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Frederick Jones
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Title:
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Chief Executive Officer
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Delfin Midstream LLC
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By:
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/s/ Frederick Jones
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Name:
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Frederick Jones
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Title:
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Chief Executive Officer
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SCHEDULE A
CERTAIN INFORMATION CONCERNING EXECUTIVE
OFFICERS AND DIRECTORS OF THE REPORTING PERSONS
The following is a list of the executive officers and directors
of each Reporting Person setting forth the present principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted for each such person. Capitalized terms used
but not otherwise defined in this
Schedule A
have the meaning ascribed to them in the Schedule 13D to which this
Schedule A
is attached. Unless otherwise indicated below, the principal business address for each of the individuals listed below is c/o Fairwood
Peninsula Energy Corporation, 5949 Sherry Lane, Suite 950, Dallas, TX 75225.
Fairwood Peninsula Energy Corporation
(“Fairwood”)
Board of Directors
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Name
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Principal Occupation or
Employment
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Principal Business Address
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Citizenship
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Frederick Jones
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Chief Executive Officer, Fairwood
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New Zealand
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Peter Gill
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Investor
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United States
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Jason Kalisman
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Chief Executive Officer, Talisman
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221 Royal Palm Way, 2nd Floor, Palm Beach, FL 33480
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United States
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Kevin McNiel
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Managing Director of Research, Talisman
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510 Madison Avenue, 7th Floor, New York, NY 10022
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United States
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Fabricio Mitre
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Investor
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Brazil
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Jeffrey Cardinal
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Director of New Business Development, Enbridge Energy
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Canada
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Matthew Weil
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Chief Financial Officer, Delfin Midstream
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United States
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Executive Officers
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Name
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Position
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Principal Occupation
or Employment
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Citizenship
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Frederick Jones
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Chief Executive Officer
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Chief Executive Officer
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New Zealand
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Delfin Midstream LLC (“Delfin
Midstream”)
Executive Officers
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Name
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Position
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Principal Occupation
or Employment
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Citizenship
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Frederick Jones
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Chief Executive Officer
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Chief Executive Officer, Fairwood
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New Zealand
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William R. Nichols
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President
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CEO, CFO and Director of the Issuer
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United States
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Matthew Weil
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Chief Financial Officer
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Chief Financial Officer, Delfin
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United States
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