<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

                                    FORM 10-Q


    (Mark One)       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        [X]          SECURITIES EXCHANGE ACT OF 1934

                       For the Quarterly Period Ended December 24, 2001

                                       OR

        [ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                       Commission file number(s) - 333-83637


                         AMERICAN MEDIA OPERATIONS, INC.
           (EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)

              Delaware                                     59-2094424
(State or other jurisdiction of incorporation             (IRS Employee
or organization)                                          Identification No.)

 190 Congress Park Drive, Suite 200,  Delray Beach, Florida      33445
          (Address of principal executive offices)            (Zip Code)

        Registrant's telephone number, including area code (561) 997-7733

American Media Operations, Inc. (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, and (2) HAS BEEN subject to such filing requirements for
the past 90 days.

As of February 5, 2002 there were 7,507 shares of common stock outstanding.
<PAGE>
                AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
                               INDEX TO FORM 10-Q
                                DECEMBER 24, 2001

<TABLE>
<CAPTION>
                                                                                                               Page(s)
                          PART I. FINANCIAL INFORMATION

<S>                                                                                                           <C>
             Item 1. Financial Statements-
             Consolidated Balance Sheets ...................................................................      3
             Consolidated Statements of Income (Loss) ......................................................    4-5
             Consolidated Statements of Comprehensive Income (Loss) ........................................    6-7
             Consolidated Statements of Cash Flows                                                                8
             Notes to Consolidated Financial Statements ....................................................   9-13

             Item 2. Management's Discussion and Analysis of Financial
               Condition and Results of Operations .........................................................  14-18

             Item 3. Quantitative and Qualitative Disclosures about
                Market Risk ................................................................................  18-19

                                                  PART II. OTHER INFORMATION

             Item 6. Exhibits and Reports on Form 8-K ......................................................     20
             Signature. ....................................................................................     21
</TABLE>
<PAGE>
                AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      AS OF DECEMBER 24 AND MARCH 26, 2001
                      (IN 000'S, EXCEPT SHARE INFORMATION)
<TABLE>
<CAPTION>
                                                                              March 26, 2001       Dec. 24, 2001
                                                                              --------------       -------------
                                                      ASSETS                                         (Unaudited)
<S>                                                                            <C>               <C>
CURRENT ASSETS:
  Cash and cash equivalents                                                    $    20,999       $     8,547
  Receivables, net                                                                  25,412            28,055
  Inventories                                                                       14,101            17,989
  Short term note receivable                                                           322                --
  Prepaid expenses and other                                                         5,015             6,050
                                                                               -----------       -----------
      Total current assets                                                          65,849            60,641
                                                                               -----------       -----------

PROPERTY AND EQUIPMENT, at cost:
  Land and buildings                                                                10,076            11,384
  Machinery, fixtures and equipment                                                 19,990            25,568
  Display racks                                                                     35,380            43,997
                                                                               -----------       -----------
                                                                                    65,446            80,949
 Less - accumulated depreciation                                                   (18,651)          (30,413)
                                                                               -----------       -----------
                                                                                    46,795            50,536
                                                                               -----------       -----------
LONG TERM NOTE RECEIVABLE, net                                                         427               800
                                                                               -----------       -----------

DEFERRED DEBT COSTS, net                                                            19,126            16,778
                                                                               -----------       -----------

GOODWILL, net of accumulated amortization of $48,232 and $68,126                   482,256           462,362
                                                                               -----------       -----------

OTHER INTANGIBLES, net of accumulated amortization of $56,275 and $79,335          520,537           497,476
                                                                               -----------       -----------
                                                                               $ 1,134,990       $ 1,088,593
                                                                               ===========       ===========
                                  LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
  Current portion of term loan                                                 $    14,281       $    15,400
  10.38% Senior Subordinated Notes Due 2002                                             --               134
  Accounts payable                                                                  30,157            21,877
  Accrued expenses                                                                  36,035            21,499
  Deferred revenues                                                                 33,842            37,107
                                                                               -----------       -----------
      Total current liabilities                                                    114,315            96,017

PAYABLE TO PARENT COMPANY                                                            2,110             1,926
                                                                               -----------       -----------

LONG TERM DEBT:
  Term Loan and Revolving Credit Commitment, net of current portion                415,719           403,805
       10.25% Senior Subordinated Notes Due 2009                                   250,000           250,000
       11.63% Senior Subordinated Notes Due 2004                                       740               740
       10.38% Senior Subordinated Notes Due 2002                                       134                --
                                                                               -----------       -----------
                                                                                   666,593           654,545
                                                                               -----------       -----------

DEFERRED INCOME TAXES                                                              165,479           163,802
                                                                               -----------       -----------

CONTINGENCIES

STOCKHOLDER'S EQUITY:
       Common stock, $.20 par value; 7,507 shares issued and outstanding                 2                 2
       Additional paid-in capital                                                  223,298           223,367
       Retained deficit                                                            (36,807)          (49,965)
       Accumulated other comprehensive income (loss)                                    --            (1,101)
                                                                               -----------       -----------
       Total stockholder's equity                                                  186,493           172,303
                                                                               -----------       -----------
                                                                               $ 1,134,990       $ 1,088,593
                                                                               ===========       ===========
</TABLE>

         The accompanying notes to consolidated financial statements are an
integral part of these consolidated balance sheets.
<PAGE>
                AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
               UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
                                   (In 000's)





<TABLE>
<CAPTION>
                                                                   Three Fiscal              Three Fiscal
                                                                    Quarters                   Quarters
                                                                      ended                     ended
                                                                  Dec. 25, 2000               Dec. 24, 2001
                                                                  -------------               -------------
<S>                                                               <C>                        <C>
OPERATING REVENUES:
   Circulation                                                      $ 253,682                 $ 250,517
   Advertising                                                         26,004                    29,182
   Other                                                               15,554                    14,881
                                                                    ---------                 ---------
                                                                      295,240                   294,580
                                                                    ---------                 ---------
OPERATING EXPENSES:
   Editorial                                                           29,384                    29,033
   Production                                                          75,346                    78,590
   Distribution, circulation and other cost of sales                   56,583                    57,980
   Selling, general and administrative expenses                        31,972                    31,050
   Depreciation and amortization                                       57,768                    58,641
                                                                    ---------                 ---------
                                                                      251,053                   255,294
                                                                    ---------                 ---------

   Operating income                                                    44,187                    39,286

INTEREST EXPENSE                                                      (54,084)                  (48,581)
OTHER INCOME,  net                                                        806                       127
                                                                    ---------                 ---------

        Loss before provision for income taxes                         (9,091)                   (9,168)

PROVISION FOR INCOME TAXES                                             (4,133)                   (3,990)
                                                                    ---------                 ---------
        Net loss                                                    $ (13,224)                $ (13,158)
                                                                    =========                 =========
</TABLE>




The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.
<PAGE>
                AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
               UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
                                   (IN 000's)

<TABLE>
<CAPTION>
                                                           Fiscal Quarter      Fiscal Quarter
                                                               Ended                Ended
                                                           Dec. 25, 2000       Dec. 24, 2001
                                                           -------------       -------------

<S>                                                        <C>                 <C>
OPERATING REVENUES:
   Circulation                                                $ 82,498           $ 77,819
   Advertising                                                  10,427             10,944
   Other                                                         5,453              5,789
                                                               --------           --------
                                                                98,378             94,552
                                                               --------           --------

OPERATING EXPENSES:
   Editorial                                                     9,670              9,081
   Production                                                   25,226             25,601
   Distribution, circulation and other cost of sales            16,836             18,454
   Selling, general and administrative expenses                 10,308              9,346
   Depreciation and amortization                                21,022             19,704
                                                               --------           --------
                                                                83,062             82,186
                                                               --------           --------

   Operating Income                                             15,316             12,366

INTEREST EXPENSE                                               (18,273)           (15,611)
OTHER INCOME, net                                                  387                 46
                                                               --------           --------

   Loss before provision for income taxes                       (2,570)            (3,199)

PROVISION FOR INCOME TAXES                                      (1,549)              (854)
                                                               --------           --------

   Net loss                                                   $ (4,119)          $ (4,053)
                                                              ========           ========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.
<PAGE>
                AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
        UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                   (IN 000's)

<TABLE>
<CAPTION>
                                                                    Three Fiscal         Three Fiscal
                                                                      Quarters             Quarters
                                                                        Ended               Ended
                                                                    Dec. 25, 2000        Dec. 24, 2001
                                                                    -------------        -------------

<S>                                                                 <C>                  <C>
Net loss                                                               $(13,224)          $(13,158)

Other comprehensive loss

               Interest rate swap adjustment (See Footnote 9)                --             (1,101)
                                                                       --------           --------

Other comprehensive loss                                                     --             (1,101)
                                                                       --------           --------

Comprehensive loss                                                     $(13,224)          $(14,259)
                                                                       ========           ========
</TABLE>



The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.
<PAGE>
                AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
        UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                   (IN 000's)

<TABLE>
<CAPTION>
                                                                       Fiscal              Fiscal
                                                                       Quarter             Quarter
                                                                        Ended               Ended
                                                                    Dec. 25, 2000       Dec. 24, 2001
                                                                    -------------       -------------

<S>                                                                    <C>               <C>
Net loss                                                               $(4,119)          $(4,053)

Other comprehensive income

               Interest rate swap adjustment (See Footnote 9)               --               890
                                                                    -------------       -------------

Other comprehensive income                                                  --               890
                                                                    -------------       -------------

Comprehensive loss                                                     $(4,119)          $(3,163)
                                                                    =============       =============
</TABLE>



The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.
<PAGE>
                AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (IN 000's)

<TABLE>
<CAPTION>
                                                                          Three Fiscal        Three Fiscal
                                                                           Quarters            Quarters
                                                                             Ended               Ended
                                                                        Dec. 25, 2000         Dec. 24, 2001
                                                                        -------------         -------------
<S>                                                                     <C>                   <C>
Cash Flows from Operating Activities:
  Net loss                                                                  $(13,224)          $(13,158)
                                                                            --------           --------
Adjustments to reconcile net loss to net cash
 used in operating activities -
    Reduction of allowance for long term note receivable                          --               (500)
    Gain on sale of assets                                                        --                (11)
    Depreciation and amortization                                             57,768             58,641
    Deferred debt cost amortization                                            2,349              2,348
    Non-cash compensation charge                                                  69                 68
    Decrease (increase) in -
        Receivables, net                                                      (5,839)            (2,321)
        Inventories                                                            3,780             (3,888)
        Prepaid expenses and other                                               439               (908)
    Increase (decrease) in -
        Accounts payable                                                      (9,513)            (8,280)
        Accrued expenses                                                     (21,115)            (2,587)
        Accrued interest                                                      (9,265)            (7,107)
        Payable to Parent Company                                                841               (184)
        Accrued and current deferred income taxes                              4,133             (5,811)
        Deferred revenues                                                     (4,441)             3,265
                                                                            --------           --------
          Total adjustments                                                   19,206             32,725
                                                                            --------           --------
                 Net cash provided by operating activities                     5,982             19,567
                                                                            --------           --------

Cash Flows from Investing Activities:
         Capital expenditures                                                (17,682)           (19,417)
         Acquisition of business, net of cash acquired                        (8,199)            (1,807)
                                                                            --------           --------
                 Net cash used in investing activities                       (25,881)           (21,224)
                                                                            --------           --------

Cash Flows from Financing Activities:
    Term loan and revolving credit commitment principal repayments           (12,000)           (38,795)
    Proceeds from revolving credit commitment                                 12,000             28,000
                                                                            --------           --------
                  Net cash used in financing activities                           --            (10,795)
                                                                            --------           --------

Net Decrease in Cash and Cash Equivalents                                    (19,899)           (12,452)
Cash and Cash  Equivalents at Beginning of Period                             23,404             20,999
                                                                            --------           --------
Cash and Cash  Equivalents at End of Period                                 $  3,505           $  8,547
                                                                            ========           ========


Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for -
    Income taxes                                                            $     91           $ 11,709
    Interest                                                                  60,801             52,207
</TABLE>


The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.
<PAGE>
                AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 24, 2001
                          (000'S OMITTED IN ALL TABLES)
                                  (UNAUDITED)

(1) BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q. There has been no
material change in the information disclosed in the notes to consolidated
financial statements included in the Annual Report on Form 10-K of American
Media Operations, Inc. and subsidiaries for the fiscal year ended March 26,
2001.

In the opinion of management, all adjustments considered necessary for a fair
presentation have been included herein. Operating results for the fiscal period
ended December 24, 2001 are not necessarily indicative of the results that may
be expected for future periods.

(2) REVENUE RECOGNITION

Substantially all publication sales, except subscriptions, are made through
unrelated distributors. Issues, other than special topic issues, are placed on
sale approximately one week prior to the issue date; however, circulation
revenues and related expenses are recognized for financial statement purposes on
an issue date basis (i.e., off sale date). Special topic and monthly issues
revenue and related expenses are recognized at the on sale date. On the date
each issue is placed on sale, we receive a percentage of the issue's estimated
sales proceeds for our publications as an advance from the distributors. All of
our publications are sold with full return privileges.

Revenues from copy sales are net of reserves provided for expected sales
returns, which are established in accordance with generally accepted accounting
principles after considering such factors as sales history and available market
information. We continually monitor the adequacy of the reserves and make
adjustments when necessary.

Subscriptions received in advance of the issue date are recognized as income
over the term of the subscriptions as served. Advertising revenues are
recognized in the period in which the related advertising appears in the
publications.

         Deferred revenues were comprised of the following:

<TABLE>
<CAPTION>
                       MARCH 26,        DEC. 24,
                        2001              2001
                       ---------        --------

<S>                    <C>              <C>
Single Copy            $10,139          $ 9,032
Subscriptions           23,176           27,612
Advertising                527              463
                       -------          -------
                       $33,842          $37,107
                       =======          =======
</TABLE>
<PAGE>
Other revenues, primarily from marketing services performed for third parties by
Distribution Services, Inc. ("DSI") and Frontline Marketing, Inc. ("FMI"), are
recognized when the service is performed. On November 27, 2000 the Company sold
its 80% owned subsidiary, FMI (see Note 7).

(3) CERTAIN TRANSACTIONS AND MERGER

On May 7, 1999, all of the common stock of the Company's parent, American Media,
Inc. ("Media") was purchased by EMP Group LLC (the "LLC"), a Delaware limited
liability company, for $837 million pursuant to a merger of Media and EMP
Acquisition Corp. ("EMP"), a wholly owned subsidiary of the LLC (the
"Acquisition"). Proceeds to finance the Acquisition included (a) a cash equity
investment of $235 million by the LLC, (b) borrowings of $352 million under a
new $400 million senior bank facility (the "New Credit Agreement") and (c)
borrowings of $250 million in the form of senior subordinated notes (the
"Notes"). These proceeds were used to (d) acquire all of the outstanding common
stock of Media for $299.4 million, (e) repay $267 million then outstanding under
the existing credit agreement with our banks (the "Prior Credit Agreement"), (f)
retire approximately $199.3 million of Senior Subordinated Notes due 2004 and
(g) pay transaction costs (collectively (a) through (g), the "Transactions").
Upon consummation of the Transactions, EMP was merged with and into Media (the
"Merger") resulting in a change in ownership control of both Media and the
Company.

The Acquisition has been accounted for under the purchase method of accounting
in accordance with Accounting Principles Board No. 16 ("APB No. 16"). The excess
of purchase price over the fair value of net tangible assets acquired has been
allocated between identified intangible assets including the value of the
tradenames and subscription lists of the Company's publications, as determined
through an independent appraisal, with the remainder allocated to goodwill. For
the Inception Period and thereafter, intangible assets, including goodwill, are
being amortized on a straight-line basis over 20 years for tradenames and
goodwill and 9-15 years for subscription lists. Goodwill for the period from
March 30, 1999 to May 6, 1999, was amortized on a straight-line basis over 40
years and intangible assets for the period was amortized on a straight-line
basis over 25 years.

On November 1, 1999, the Company acquired all of the common stock of Globe
Communications Corp. and certain of the publishing assets and liabilities of
Globe International, Inc. (collectively, the "Globe Properties") for total
consideration of approximately $105 million, including approximately $100
million in cash and $5 million in equity of the LLC (the "Globe Acquisition").
The Globe Properties consist of several tabloid style magazines, including
Globe, National Examiner and Sun as well as other titles including Mini Mags.
Proceeds to finance the acquisition of the Globe Properties included an
expansion of our existing senior bank facility of $90 million, approximately $14
million from the Company's existing revolving line of credit and the issuance of
$5 million of equity in the LLC. These proceeds were used to acquire the Globe
Properties and to pay transaction costs.

On July 11, 2000, the Company and the former owner of the Globe Properties
signed an agreement whereby the existing voting shareholders of the LLC
repurchased the $5 million of equity in the LLC originally issued to the former
owner. Concurrent with this purchase, the former owner and his son resigned
their positions as directors of the board of Media.

Additionally, in July 2000, the Company bought out the remaining term of the
former owner's five year employment agreement and collected the amount due per
the net asset calculation as required in the initial purchase agreement. The net
amount paid to the former owner for these items and miscellaneous other items
was approximately $3.2 million. This adjustment was a part of the Globe
Acquisition and was therefore accounted for as an increase in goodwill.
<PAGE>
The Globe Acquisition has been accounted for under the purchase method of
accounting in accordance with APB No. 16, and accordingly, results of operations
are included in the financial statements from the date of acquisition, and the
assets and liabilities have been recorded based upon their fair values at the
date of acquisition. The excess of purchase price over the fair value of net
tangible assets acquired has been allocated between identified intangible assets
including the value of the tradenames of the Company's publications, as
determined through an independent appraisal, with the remainder allocated to
goodwill. During the quarter ended December 25, 2000, the Company finalized the
fair values of the assets and liabilities acquired. Goodwill and tradenames
related to the Globe Acquisition are being amortized over 20 years on a
straight-line basis.

(4) INVENTORIES

Inventories are stated at the lower of cost or market. We use the first-in,
first-out (FIFO) cost method of valuation, which approximates market value.
Inventories are comprised of the following:

<TABLE>
<CAPTION>
                                                   March 26,        Dec. 24,
                                                     2001             2001
                                                   ---------        --------
<S>                                                <C>              <C>
Raw materials - paper                              $ 8,559          $12,130
Finished product - paper, production
  and distribution costs of future issues            5,542            5,859
                                                   -------          -------
                                                   $14,101          $17,989
                                                   =======          =======
</TABLE>

(5) INCOME TAXES

The Company files a consolidated Federal income tax return with Media, and
calculates its income taxes on a separate return basis. Income taxes have been
provided based upon the Company's anticipated effective annual income tax rate.
In accordance with the Statement of Financial Accounting Standards ("SFAS") No.
109, "Accounting for Income Taxes", deferred taxes are recognized for temporary
differences related to identified intangible assets other than goodwill. The
temporary difference is calculated based on the difference between the new book
bases of the amounts allocated to tradenames and subscription lists and their
historical tax bases. Accordingly, as of May 7, 1999, in connection with the
Acquisition, a deferred tax liability of approximately $162 million was recorded
with a corresponding increase in goodwill. Our effective income tax rate exceeds
the federal statutory income tax rate of 35% because of the effect of goodwill
amortization which is not deductible for income tax reporting purposes.

(6) CREDIT AGREEMENT

As of December 24, 2001, the Company's effective interest rate on borrowings
under the New Credit Agreement was 6.7%. The effective rate for borrowings under
the New Credit Agreement averaged 7.6% for the three fiscal quarters ended
December 24, 2001. The effective rate for borrowings under the new Credit
Agreement averaged 10.1% for the three fiscal quarters ended December 25, 2000.
In order to reduce our exposure to interest rate risk, we entered into a $100.0
million interest rate swap agreement which expired in November 2000 under which
we paid a fixed rate of 5.95%. In November 2000, we entered into a new $90.0
million interest rate swap agreement expiring in May 2002 under which we pay a
fixed rate of 6.53%.

American Media Operations, Inc. has no material assets or operations other than
investments in its subsidiaries. The Notes are unconditionally guaranteed, on a
senior subordinated basis, by all of its subsidiaries. Each subsidiary that will
be organized in the future by the Company, unless such subsidiary is designated
as an unrestricted subsidiary, will jointly, severally, fully and
unconditionally guarantee the Notes on a senior subordinated basis. Note
guarantees are joint and several, full and unconditional and general unsecured
obligations of the note guarantors. The note guarantors are the Company's
subsidiaries. At present, the note guarantors comprise all of the Company's
direct and indirect subsidiaries. Note guarantees are subordinated in right of
payment to all existing and future senior debt of the note guarantors, including
the New Credit Facility,
<PAGE>
and are also effectively subordinated to all secured obligations of note
guarantors to the extent of the assets securing such obligations, including the
New Credit Facility. Furthermore, the Notes indenture permits note guarantors to
incur additional indebtedness, including senior debt, subject to certain
limitations. We have not presented separate financial statements and other
disclosures concerning each of the note guarantors because management has
determined that such information is not material to investors.

So long as the factors set forth in the paragraph immediately above remain true
and correct, under applicable SEC rules and regulations, the Company's note
guarantors will not need to individually comply with the reporting requirements
of the Securities Exchange Act of 1934 ("Exchange Act"), nor will the Company
have to include separate financial statements and other disclosures concerning
each of the note guarantors in its Exchange Act reports.

(7) SALE OF SUBSIDIARY

On November 27, 2000 the Company sold its 80% owned subsidiary, FMI, to the
minority shareholder for a $2.5 million note receivable ("The Note"). The Note
initially had a short-term component of $500,000 and a long-term component of
$2,000,000 which is payable to the Company based on defined cash flow of FMI.
The Note bears interest at 9%. Due to the uncertainty of FMI's ability to
generate defined cash flow for the repayment of The Note, the Company initially
reserved $1.6 million of The Note. No gain or loss was recognized on this
transaction. As of December 24, 2001, The Note's short-term and long-term
balances were $0 and $1,873,000, respectively, due to payments received from
FMI. During the quarter ended June 25, 2001, the Company reversed $500,000 of
the original $1.6 million reserve based on management's belief that FMI will
generate the cash flow to make future payments on this amount. This amount is
included in selling, general and administrative expenses for the three quarters
ended December 24, 2001.

(8)  INVESTMENT IN UNCONSOLIDATED SUBSIDIARY

In June 2001, the Company formed a joint venture ("The Joint Venture") with
Fashion Wire Daily, Inc. ("FWD") to publish and distribute a fashion magazine
titled "Style 24/7" for a four issue test period. As of December 24, 2001, the
four issues have been completed. The Company and FWD each have a 50 percent
ownership interest in The Joint Venture. Pursuant to the terms of the joint
venture agreement, the Company and FWD each contributed $669,000 to The Joint
Venture. The Company accounts for its investment under the equity method of
accounting since it has no controlling influence over The Joint Venture. The
Joint Venture had a net loss of $1,082,000 for the three quarters ended December
24, 2001 of which 50 percent is included in selling, general and administrative
expenses for the three quarters ended December 24, 2001. Accordingly, the
Company reduced its investment by 50 percent of the net loss of The Joint
Venture. In addition, The Joint Venture returned $125,000 of originally invested
capital to each of the partners and as such the Company's investment in The
Joint Venture is $3,000 as of December 24, 2001.

(9)  DERIVATIVES AND HEDGING - ADOPTION OF SFAS NOS. 133 AND 138

The Company adopted Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities
(an amendment of FASB Statement No. 133)" on March 27, 2001. The Company reports
all derivative instruments on the balance sheet at their fair value. Changes in
the fair value of derivatives are recorded each period in earnings or
comprehensive income, depending on the designation of the derivative. Changes in
the fair value of derivatives that are not designated as a hedge are reported
immediately in earnings.
<PAGE>
As a result of adopting SFAS No. 133, the Company recorded the fair market value
of the liability of $2,065,000 on March 27, 2001 as a charge to other
comprehensive income. The change in the fair market value of this liability and
the amortization of other comprehensive income during the three quarters ended
December 24, 2001 has been recorded as a charge to interest expense.

(10)  LITIGATION

Various suits and claims arising in the ordinary course of business have been
instituted against the Company. The Company has various insurance policies
available to recover potential legal costs incurred by it. The Company
periodically evaluates and assesses the risks and uncertainties associated with
litigation independent from those associated with its potential claim for
recovery from third party insurance carriers. At present, in the opinion of
management, after consultation with outside legal counsel, the liability
resulting from litigation, if any, will not have a material effect on the
Company's financial position and results of operations.

(11)  OTHER EVENTS

The Company's Boca Raton headquarters, which housed substantially all editorial
operations (including its photo, clipping and research libraries), executive
offices and certain administrative functions, was closed on October 7, 2001 by
the Palm Beach County Department of Health when traces of anthrax were found on
a computer keyboard following the death of a photo editor of the Sun from
inhalation anthrax. In response to the closure of the Boca facility, the Company
immediately implemented its hurricane disaster plan to produce all the weekly
publications as originally scheduled. The Company temporarily moved its
editorial operations into a facility being leased on a short-term basis, which
expires in February 2002. As a result of the uncertainty on the timing of being
able to return to the Boca Raton headquarters, we have entered into a two year
lease for a 53,000 square foot facility two blocks from the Company's current
Boca Raton headquarters. The Company will remain in this leased facility until
the Palm Beach County Health Department, OSHA (Occupational Safety and Health
Administration) and NIOSH (National Institute for Occupational Safety and
Health) deem the Boca Raton facility is safe to return to, or if the Company is
unable to return, the Company will extend the lease term on this new facility or
seek an alternative location. The Company has property insurance on its Boca
Raton headquarters and on the building's contents and also has business
interruption insurance. The amount of any potential loss and related insurance
recovery is indeterminable at this time.
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Fiscal Quarter Ended December 24, 2001 vs Fiscal Quarter Ended December 25, 2000

Total operating revenues were $94,552,000 for the current fiscal quarter.
Operating revenues decreased by $3,826,000, or 3.9%, from the prior year's
comparable fiscal quarter. Results in the current fiscal quarter reflect a loss
of revenue from discontinued/sold operations of $1.1 million. Circulation
revenue for continuing publications decreased $4.4 million primarily due to the
cancellation of several expanded issues and decreased newsstand copies sold, we
believe primarily due to the anthrax incident. Advertising revenues increased
5.0%, from $10.4 million to $10.9 million, despite a weak industry-wide
advertising climate.

Circulation revenues (which include all single copy and subscription sales) were
$77,819,000 for the current fiscal quarter. Circulation revenues decreased by
$4,679,000, or 5.7%, when compared to the prior year's comparable fiscal
quarter. Subscription revenues were $9,134,000 for the current fiscal quarter.
Subscription revenues increased by $393,000, or 4.5%, when compared to the prior
year's comparable fiscal quarter.

Advertising revenues were $10,944,000 for the current fiscal quarter.
Advertising revenues increased by $517,000, or 5.0%, when compared to the prior
year's comparable fiscal quarter.

Total operating expenses for the current fiscal quarter decreased by $876,000
when compared to the prior year's comparable fiscal quarter. Results in the
quarter reflect a decrease in depreciation expense of $1.2 million in the
current fiscal quarter versus the prior year's comparable fiscal quarter.

Interest expense decreased for the current fiscal quarter by $2,662,000 to
$15,611,000 compared to the prior year's comparable fiscal quarter. This
decrease in interest expense relates to a lower average effective interest rate,
as well as an overall reduction in the amount of the term loan outstanding.

Our effective income tax rates exceed the federal statutory income tax rate of
35% because of the effect of goodwill amortization which is not deductible for
income tax reporting purposes

Three Fiscal Quarters Ended December 24, 2001 vs Three Fiscal Quarters Ended
December 25, 2000

Total operating revenues were $294,580,000 for the three current fiscal
quarters. Operating revenues decreased by $660,000, or 0.2%, from the prior
year's comparable fiscal quarters. Results in the three current fiscal quarters
reflect a loss of revenue from discontinued/sold operations which totaled $4.6
million in the prior year. Circulation revenue for continuing publications
decreased $1.5 million primarily due to decreased newsstand sales as a result of
the anthrax incident. This decline in circulation revenue was partially offset
by the increased cover prices as compared to the prior year period. Advertising
revenues increased 12.2%, from $26.0 million to $29.2 million, despite a weak
industry-wide advertising climate.

Circulation revenues (which include all single copy and subscription sales) were
$250,517,000 for the three current fiscal quarters. Circulation revenues
decreased by $3,165,000, or 1.2%, when compared to the three prior year's
comparable fiscal quarters. Circulation revenue for continuing publications
decreased $1.5 million primarily due to the circulation decline noted above.
This decline in circulation revenue was partially offset by the increased cover
prices as compared to the prior year period. Subscription revenues were
$27,254,000 for the three current fiscal quarters. Subscription revenues
increased by $1,012,000, or 3.9%, when compared to the prior year's comparable
three fiscal quarters.
<PAGE>
Advertising revenues were $29,182,000 for the three current fiscal quarters.
Advertising revenues increased by $3,178,000, or 12.2%, when compared to the
three prior year's comparable fiscal quarters. This increase is primarily due to
additional advertising revenues from our tabloids (National Enquirer and Star
magazines -- $1.5 million), increased advertising revenues from MIRA! ($1.1
million), and increased advertising from our Custom Publishing Group ($0.7
million).

Total operating expenses for the three current fiscal quarters increased by
$4,241,000 when compared to the prior year's comparable three fiscal quarters.
Results in the three quarters reflect an increase in depreciation expense of
$1.1 million and increased production expenses of $3.2 million in the current
fiscal quarters versus the prior year's comparable three fiscal quarters,
primarily due to increased paper prices.

Interest expense decreased for the three current fiscal quarters by $5,503,000
to $48,581,000 compared to the prior year's comparable three fiscal quarters.
This decrease in interest expense relates to a lower average effective interest
rate, as well as an overall reduction in the amount of the term loan
outstanding.

Our effective income tax rates exceed the federal statutory income tax rate of
35% because of the effect of goodwill amortization which is not deductible for
income tax reporting purposes.

Our Boca Raton headquarters, which housed substantially all editorial operations
(including its photo, clipping and research libraries), executive offices and
certain administrative functions, was closed on October 7, 2001 by the Palm
Beach County Department of Health when traces of anthrax were found on a
computer keyboard following the death of a photo editor of the Sun from
inhalation anthrax. In response to the closure of the Boca facility, we
immediately implemented our hurricane disaster plan to produce all the weekly
publications as originally scheduled. We temporarily moved our editorial
operations into a facility being leased on a short-term basis, which expires in
February 2002. As a result of the uncertainty on the timing of being able to
return to the Boca Raton headquarters, we have entered into a two-year lease for
a 53,000 square foot facility two blocks from our current Boca Raton
headquarters. We will remain in this leased facility until the Palm Beach County
Health Department, OSHA (Occupational Safety and Health Administration) and
NIOSH (National Institute for Occupational Safety and Health) deem the Boca
Raton facility is safe to return to, or if we are unable to return, we will
extend the lease term on this new facility or seek an alternative location. We
have property insurance on our Boca Raton headquarters and on the building's
contents and we also have business interruption insurance. The amount of any
potential loss and related insurance recovery is indeterminable at this time.

We believe as a result of the anthrax incident, we have experienced a decline in
circulation. When the incident first occurred, there were specific concerns and
consumer discomfort and lack of knowledge with respect to the safety of our
magazines. We quickly responded to safety concerns with an extensive public
relations effort to educate consumers that there was no health risk in buying
our magazines. Since the first issues following the anthrax incident, we have
witnessed a steady improvement in unit sales, although they remain below
normalized levels.

In January 2002, the Company successfully negotiated multi-year contracts with
all of its major United States wholesalers for the complete distribution of the
Company's entire product line.

Effective January 12, 2002, the Company consolidated its national distributor
functions with Curtis Circulation Company.
<PAGE>
           LIQUIDITY AND CAPITAL RESOURCES

We have substantially increased our indebtedness in connection with the
Transactions and the Globe Acquisition (see Note 3). As a result of the New
Credit Agreement and the Notes, our liquidity requirements have been
significantly increased, primarily due to increased interest and principal
payment obligations under the New Credit Agreement which, other than certain
excess cash flow payment obligations, commenced in fiscal 2002. We believe that
the net cash generated from operating activities and amounts available under the
$60.0 million revolving credit facility will be sufficient to fund our debt
service requirements under the New Credit Agreement and the Notes, to make
capital expenditures and to cover working capital requirements. As of February
5, 2002, there were no amounts outstanding on the revolving credit facility. We
believe, however, that based upon our current level of operations and
anticipated growth, it will be necessary to refinance the Notes upon their
maturity. To the extent we make future acquisitions, we may require new sources
of funding, including additional debt, or equity financing or some combination
thereof. There can be no assurances that such additional sources of funding will
be available to us on acceptable terms.

Our ability to make scheduled payments of principal and interest under the New
Credit Agreement and the Notes, as well as our other obligations and
liabilities, is subject to our future operating performance which is dependent
upon general economic, financial, competitive, legislative, regulatory, business
and other factors beyond our control.

At December 24, 2001, we had cash and cash equivalents of $8.5 million and a
working capital deficit of $35.4 million. We do not consider our working capital
deficit to be a true measure of our liquidity position as our working capital
needs typically are met by cash generated by our business. Our working capital
deficit results principally from:

-        our policy of using available cash to reduce borrowings which are
         recorded as noncurrent liabilities, thereby reducing current assets
         without a corresponding reduction in current liabilities;

-        our minimal accounts receivable level relative to revenues, as most of
         our sales revenues are received from national distributors as advances
         based on estimated single copy circulation; and

-        accounting for deferred revenues as a current liability. Deferred
         revenues are comprised of deferred subscriptions, advertising and
         single copy revenues and represent payments received in advance of the
         period in which the related revenues will be recognized.

Historically, our primary sources of liquidity have been cash generated from
operations and amounts available under our credit agreements, which have been
used to fund shortfalls in available cash. Cash on hand on March 26, 2001 of
$21.0 million was used to fund working capital requirements (including interest
and tax payments of $63.9 million) as well as to fund capital expenditures.

We made capital expenditures in the three fiscal quarters ended December 24,
2001 and December 25, 2000 totaling $19.4 million and $17.7 million,
respectively.

At December 24, 2001, our outstanding indebtedness totaled $670.1 million, of
which $419.2 represented borrowings under the New Credit Agreement. In
connection with the acquisition of the Globe Properties as discussed in Note 3.
to the Consolidated Financial Statements, we expanded our New Credit Agreement
by $90 million. As of December 24, 2001, the Company's effective interest rate
on borrowings under the New Credit Agreement was 6.7%. The effective rate for
borrowings under the New Credit Agreement averaged 7.6% for the three fiscal
quarters ended December 24, 2001. The effective rate for borrowings under the
New Credit Agreement averaged 10.1% for the three fiscal quarters ended December
25, 2000. In order to reduce our exposure to interest rate risk, we entered into
a $100.0 million interest rate swap agreement which expired in November 2000
under which we paid a fixed rate of 5.95%. In November 2000, we entered into a
new $90.0
<PAGE>
million interest rate swap agreement expiring in May 2002 under which we pay a
fixed rate of 6.53%.

We have no material assets or operations other than the investments in our
subsidiaries. The Notes are unconditionally guaranteed, on a senior subordinated
basis, by all of our subsidiaries. Each subsidiary that will be organized in the
future by us, unless such subsidiary is designated as an unrestricted
subsidiary, will jointly, severally, fully and unconditionally guarantee the
Notes on a senior subordinated basis. Note guarantees are joint and several,
full and unconditional and general unsecured obligations of the note guarantors.
The note guarantors are our subsidiaries. At present, the note guarantors
comprise all of our direct and indirect subsidiaries. Note guarantees are
subordinated in right of payment to all existing and future senior debt of the
note guarantors, including the New Credit Facility, and are also effectively
subordinated to all secured obligations of note guarantors to the extent of the
assets securing such obligations, including the New Credit Facility.
Furthermore, the Notes indenture permits note guarantors to incur additional
indebtedness, including senior debt, subject to certain limitations. We have not
presented separate financial statements and other disclosures concerning each of
the note guarantors because management has determined that such information is
not material to investors.

So long as the factors set forth in the paragraph immediately above remain true
and correct, under applicable SEC rules and regulations, we believe that note
guarantors will not need to individually comply with the reporting requirements
of the Exchange Act, nor will we have to include separate financial statements
and other disclosures concerning each of the note guarantors in its Exchange Act
reports.

EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION ("EBITDA")

The following table and discussion summarizes EBITDA for the three and nine
months ended December 24, 2001 and December 25, 2000.

<TABLE>
<CAPTION>
                                                                                     Three                        Three
                     Fiscal Quarter                Fiscal Quarter               Fiscal Quarters              Fiscal Quarters
                          Ended                        Ended                         Ended                         Ended
                        December 25,                December 24,                   December 25,                 December 24,
                           2000                         2001                          2000                          2001
                     --------------                --------------               ---------------              ---------------
<S>                  <C>                           <C>                          <C>                          <C>
                         $36,338,000                 $32,070,000                  $101,955,000                 $97,927,000
</TABLE>

The Company defines EBITDA as net income (loss) before extraordinary charges,
interest expense, income taxes, depreciation and amortization and other income
(expense). EBITDA is presented and discussed because the Company considers
EBITDA an important indicator of the operational strength and performance of its
business including the ability to provide cash flows to service debt and fund
capital expenditures. EBITDA, however, should not be considered an alternative
to operating or net income (loss), as an indicator of the performance of the
Company, or as an alternative to cash flows from operating activities as a
measure of liquidity, in each case determined in accordance with generally
accepted accounting principles ("GAAP").

NEW ACCOUNTING PRONOUNCEMENT

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets" ("SFAS No. 142"). Under SFAS No. 142, goodwill is no longer subject to
amortization over its estimated useful life. Rather, goodwill is subject to an
annual assessment for impairment by applying a fair-value based test. The
standard is effective for fiscal years beginning after December 15, 2001. The
Company has yet to determine the impact of the standard on its financial
position and results of operations.
<PAGE>
FORWARD-LOOKING STATEMENTS

Some of the information presented in this Form 10-Q constitutes forward-looking
statements, including, in particular, the statements about our plans, strategies
and prospects under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations." We have based these
forward-looking statements on our current assumptions, expectations and
projections about future events. We caution you that a variety of factors could
cause business conditions and results to differ materially from what is
contained in the forward-looking statements. These forward-looking statements
are subject to risks, uncertainties and assumptions about us, including, among
other things:

<TABLE>
<CAPTION>
<S>                                                                   <C>
   -      our high degree of leverage and                              -           the effects of terrorism, including
          significant debt service obligations,                                    bio-terrorism, on our business,

   -      our ability to increase circulation and                      -           increasing competition by domestic
          advertising revenues,                                                    and foreign media companies,

   -      market conditions for our publications,                     -            changes in the cost of paper used by us,

   -      our ability to develop new publications                      -           any future changes in management
          and services,                                                            and

   -      outcomes of pending and future litigation,                   -           general risks associated with the
                                                                                   publishing industry.
</TABLE>


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks that are inherent in our financial
statements. We are subject to interest risk on our credit facilities and any
future financing requirements. Our fixed rate debt consists primarily of Senior
Subordinated Notes, as well as $90 million of interest rate swap agreements on
our term loan. The interest rate swap agreements effectively convert a portion
of our variable rate debt to fixed-rate debt. The interest rate swap agreement
which expired in November 2000 had a fixed interest rate of 5.95%. In November
2000, we entered into a new $90.0 million swap agreement expiring in May 2002
under which we pay a fixed rate of 6.53%.
<PAGE>
The following table presents the future principal payment obligations and
weighted average interest rates associated with our existing credit instruments
assuming our actual level of indebtedness (in 000's):

<TABLE>
<CAPTION>
                                                                Fiscal Year Ended
                                                -----------------------------------------------------------------
                                                     2002              2003                2004       Thereafter
                                                     ----              ----                ----       ----------
<S>                                           <C>                   <C>               <C>               <C>
Liabilities:

$250,000 Fixed Rate (10.25%)                          --                  --                --          $250,000

$740 Fixed Rate (11.63%)                              --                  --                --          $    740

$134 Fixed Rate (10.38%)                              --            $    134                --                --

Term Loan and Revolving Loan
Variable Rate (7.6 % for the three
   quarters ended December 24, 2001)          $    3,244            $ 16,611          $ 21,456          $377,894
 Interest Rate Derivatives:
    Interest Rate Swaps:
        Variable to Fixed                     $   90,000                  --                --                --
        Average Pay Rate                         (6.53%)
       Average Receive Rate                      (4.81%)
</TABLE>

Interest rate changes result in increases or decreases in our income before
taxes and cash provided from operating activities. A 1% change in our weighted
interest rate on our variable debt net of the effect of our interest rate swap
would result in a change of $823,000 in our interest expense for the three
months ended December 24, 2001.

Our primary market risk exposures relate to (1) the interest rate risk on
long-term and short-term borrowings, (2) our ability to refinance our Senior
Subordinated Notes at maturity at market rates, (3) the impact of interest rate
movements on our ability to meet interest expense requirements and comply with
financial covenants and (4) the impact of interest rate movements on our ability
to obtain adequate financing to fund acquisitions. We manage the interest rate
risk on our outstanding long-term and short-term debt through our use of fixed
and variable rate debt. While we cannot predict or manage our ability to
refinance existing debt or the impact interest rate movements will have on our
ability to refinance existing debt or the impact interest rate movements will
have on our existing debt, we continue to evaluate our financial position on an
ongoing basis.
<PAGE>
PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

During the fiscal quarter ended December 24, 2001, the Company filed no reports
on Form 8-K.
<PAGE>
                                    SIGNATURE

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 by the
undersigned, thereto duly authorized.

                                                AMERICAN MEDIA OPERATIONS, INC.
                                                -------------------------------
                                                Registrant


Date: February 5, 2002                          By /s/ JOHN A. MILEY
                                                ------------------------
                                                John A. Miley
                                                Executive Vice President
                                                Chief Financial Officer