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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

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

         For the Quarterly Period Ended December 25, 2000

         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       (IRS Employee Identification No.)
     incorporation or organization)

      5401 N.W. Broken Sound Blvd., Boca Raton, Florida          33487
           (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 8, 2001 there were 7,507 shares of common stock outstanding.

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                                       1
<PAGE>

                AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
                               INDEX TO FORM 10-Q
                                DECEMBER 25, 2000
<TABLE>
<CAPTION>
                                                                                                                    Page(s)

                                                PART I. FINANCIAL INFORMATION
<S>     <C>                                                                                                           <C>
Item 1. Company and Predecessor Company Financial Statements-Consolidated Balance Sheets ..........................    3
        Consolidated Statements of Income .........................................................................    4-5
        Consolidated Statements of Cash Flows .....................................................................    6
        Notes to Consolidated Financial Statements ................................................................    7-11

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations .....................   12-17

Item 3. Quantitative and Qualitative Disclosures about Market Risk ................................................   17-18

                                                 PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K ..........................................................................   19

        Signature .................................................................................................   20
</TABLE>

                                       2
<PAGE>

                AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      As of December 25 and March 27, 2000
                      (in 000's, except share information)

<TABLE>
<CAPTION>
                                                                           March 27, 2000   Dec. 25, 2000
                                                                             -----------     -----------
                                       ASSETS                                                (Unaudited)
<S>                                                                          <C>             <C>
CURRENT ASSETS:
  Cash and cash equivalents                                                  $    23,404     $     3,505
  Receivables, net                                                                16,862          15,400
  Inventories                                                                     12,974           9,194
  Prepaid expenses and other                                                       6,405           5,929
                                                                             -----------     -----------
      Total current assets                                                        59,645          34,028
                                                                             -----------     -----------
PROPERTY AND EQUIPMENT, at cost:
  Land and buildings                                                               5,735           9,091
  Machinery, fixtures and equipment                                               17,258          17,459
  Display racks                                                                   27,474          31,475
                                                                             -----------     -----------
                                                                                  50,467          58,025
  Less - accumulated depreciation                                                 (9,353)        (15,440)
                                                                             -----------     -----------
                                                                                  41,114          42,585
DEFERRED DEBT COSTS, net                                                          22,153          19,804
                                                                             -----------     -----------
GOODWILL, net of accumulated amortization of $22,299 and $41,527                 536,369         489,026
                                                                             -----------     -----------
OTHER INTANGIBLES, net of accumulated amortization of $24,629 and $48,588        507,683         528,224
                                                                             -----------     -----------
                                                                             $ 1,166,964     $ 1,113,667
                                                                             ===========     ===========
                         LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
  Current portion of term loan                                               $        --     $     6,650
  Accounts payable                                                                25,262          15,695
  Accrued expenses                                                                66,358          45,726
  Deferred revenues                                                               33,054          28,613
                                                                             -----------     -----------
      Total current liabilities                                                  124,674          96,684

PAYABLE TO PARENT COMPANY                                                          1,307           2,148
                                                                             -----------     -----------
LONG TERM DEBT:
  Term Loan and Revolving Credit Commitment, net of current portion              430,000         423,350
  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             134
                                                                             -----------     -----------
                                                                                 680,874         674,224
                                                                             -----------     -----------
DEFERRED INCOME TAXES (NOTE 5)                                                   158,411         152,068
                                                                             -----------     -----------
CONTINGENCIES (NOTE 9)

STOCKHOLDER'S EQUITY:
  Common stock, $.20 par value; 7,507 shares issued and outstanding                    2               2
  Additional paid-in capital                                                     223,207         223,276
  Retained deficit                                                               (21,511)        (34,735)
                                                                             -----------     -----------
TOTAL STOCKHOLDER'S EQUITY                                                       201,698         188,543
                                                                             -----------     -----------
                                                                             $ 1,166,964     $ 1,113,667
                                                                             ===========     ===========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these consolidated balance sheets.

                                       3
<PAGE>

                AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                                   (In 000's)

       The financial statements of the Company and the Predecessor Company
              are not comparable in certain respects (see Note 1).

<TABLE>
<CAPTION>
                                                       Predecessor
                                                         Company              The Company
                                                        ---------       ------------------------
                                                                      Thirty-Three
                                                      Six Weeks from   Weeks from    Three Fiscal
                                                      March 30, 1999   May 7, 1999     Quarters
                                                         through         through         ended
                                                       May 6, 1999    Dec. 27, 1999  Dec. 25, 2000
                                                        ---------       ---------      ---------
<S>                                                     <C>             <C>            <C>
OPERATING REVENUES:
   Circulation                                          $  26,215       $ 169,858      $ 253,682
   Advertising                                              2,640          14,579         26,004
   Other                                                    2,308          14,589         15,554
                                                        ---------       ---------      ---------
                                                           31,163         199,026        295,240
                                                        ---------       ---------      ---------
OPERATING EXPENSES:
   Editorial                                                3,040          19,415         29,384
   Production                                               7,784          47,351         75,346
   Distribution, circulation and other cost of sales        6,624          39,433         56,583
   Selling, general and administrative expenses             3,248          24,617         31,972
   Depreciation and amortization                            3,703          40,048         57,768
                                                        ---------       ---------      ---------
                                                           24,399         170,864        251,053
                                                        ---------       ---------      ---------
   Operating income                                         6,764          28,162         44,187

INTEREST EXPENSE                                           (4,837)        (39,924)       (54,084)
OTHER INCOME (EXPENSE), net                                    25             (20)           806
                                                        ---------       ---------      ---------
   Income (loss) before provision for
      income taxes and extraordinary charge                 1,952         (11,782)        (9,091)

PROVISION FOR INCOME TAXES                                 (1,365)         (1,300)        (4,133)
                                                        ---------       ---------      ---------
   Income (loss) before extraordinary charge                  587         (13,082)       (13,224)

EXTRAORDINARY CHARGE, net of income
taxes of $1,517 (Note 6)                                       --          (2,581)            --
                                                        ---------       ---------      ---------
      Net income (loss)                                 $     587       $ (15,663)     $ (13,224)
                                                        =========       =========      =========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.

                                       4
<PAGE>

                AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                                   (IN 000's)
<TABLE>
<CAPTION>
                                                      Fiscal Quarter        Fiscal Quarter
                                                    ended December 27,    ended December 25,
                                                          1999                   2000
                                                        --------               --------
<S>                                                     <C>                    <C>
OPERATING REVENUES:
   Circulation                                          $ 76,848               $ 82,498
   Advertising                                             6,536                 10,427
   Other                                                   6,240                  5,453
                                                        --------               --------
                                                          89,624                 98,378
                                                        --------               --------
OPERATING EXPENSES:
   Editorial                                               9,037                  9,670
   Production                                             21,591                 25,226
   Distribution, circulation and other cost of sales      17,469                 16,836
   Selling, general and administrative expenses           13,408                 10,308
   Depreciation and amortization                          16,978                 21,022
                                                        --------               --------
                                                          78,483                 83,062
                                                        --------               --------
   Operating Income                                       11,141                 15,316

INTEREST EXPENSE                                         (16,589)               (18,273)
OTHER INCOME (EXPENSE), net                                  (46)                   387
                                                        --------               --------
   Income (loss) before provision for income taxes        (5,494)                (2,570)

PROVISION FOR INCOME TAXES                                  (349)                (1,549)
                                                        --------               --------
   Net loss                                             $ (5,843)              $ (4,119)
                                                        ========               ========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.

                                       5
<PAGE>

                AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (IN 000's)

       The financial statements of the Company and the Predecessor Company
              are not comparable in certain respects (see Note 1).

<TABLE>
<CAPTION>
                                                                           Predecessor
                                                                             Company                The Company
                                                                            ---------        -------------------------
                                                                                           Thirty-Three
                                                                         Six Weeks from     Weeks from     Three Fiscal
                                                                         March 30, 1999     May 7, 1999      Quarters
                                                                             through          through         ended
                                                                           May 6, 1999     Dec. 27, 1999   Dec. 25, 2000
                                                                            ---------        ---------       ---------
<S>                                                                         <C>              <C>             <C>
Cash Flows from Operating Activities:
  Net income (loss)                                                         $     587        $ (15,663)      $ (13,224)
                                                                            ---------        ---------       ---------
Adjustments to reconcile net income (loss) to net cash
 provided by operating activities -
    Extraordinary charge, net of income taxes                                      --            2,581              --
    Depreciation and amortization                                               3,703           40,048          57,768
    Deferred debt cost amortization                                               147            1,954           2,349
    Non-cash employee stock compensation expense                                   --               --              69
    Decrease (increase) in -
        Receivables, net                                                         (369)          (8,464)         (5,839)
        Inventories                                                             1,163             (672)          3,780
        Prepaid expenses and other                                              1,793           (3,643)            439
    Increase (decrease) in -
        Accounts payable                                                       (2,184)           1,101          (9,513)
        Accrued expenses                                                         (164)          (5,885)        (29,539)
        Accrued and current deferred income taxes                               1,267            5,245           4,133
        Deferred revenues                                                      (3,159)           1,420          (4,441)
                                                                            ---------        ---------       ---------
          Total adjustments                                                     2,197           33,685          19,206
                                                                            ---------        ---------       ---------
                 Net cash provided  by  operating activities                    2,784           18,022           5,982
                                                                            ---------        ---------       ---------
Cash Flows from Investing Activities:
         Capital expenditures                                                    (717)          (6,736)        (17,682)
         Acquisition of business, net of cash acquired                             --         (435,214)         (8,199)
                                                                            ---------        ---------       ---------
                 Net cash used in investing activities                           (717)        (441,950)        (25,881)
                                                                            ---------        ---------       ---------
Cash Flows from Financing Activities:
    Issuance of common stock                                                       --          240,000              --
    Term loan and revolving credit commitment principal repayments            (10,000)        (299,000)        (12,000)
    Proceeds from revolving credit commitment                                   6,000               --          12,000
    Repayment of  subordinated senior subordinated indebtedness                    --         (199,260)             --
    Proceeds from new term loan and credit facility                                --          462,000              --
    Proceeds from new senior subordinated indebtedness                             --          250,000              --
    Payment of deferred debt costs                                                 --          (23,674)             --
                                                                            ---------        ---------       ---------
                  Net cash (used in) provided by financing activities          (4,000)         430,066              --
                                                                            ---------        ---------       ---------
Net (Decrease) Increase in Cash and Cash Equivalents                           (1,933)           6,138         (19,899)
Cash and Cash  Equivalents at Beginning of Period                               3,823               --          23,404
                                                                            ---------        ---------       ---------
Cash and Cash  Equivalents at End of Period                                 $   1,890        $   6,138           3,505
                                                                            =========        =========       =========
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for -
    Income taxes                                                            $      80        $   3,435       $      91
    Interest                                                                    3,142           41,854          60,801
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.

                                       6
<PAGE>

                AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 25, 2000
                          (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. Except as
disclosed herein, 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 27, 2000. As discussed below, American Media Operations, Inc.
was purchased on May 7, 1999 resulting in a change in the historical cost basis
of various assets and liabilities, accordingly, the historical financial
information provided herein, for periods prior to May 7, 1999 is not comparable
to post acquisition financial information. For purposes of presentation, all
historical financial information for periods prior to May 7, 1999 will be
referred to as the "Predecessor Company" and the period from May 7, 1999 through
December 27, 1999 (the "Inception Period") and the three fiscal quarters ended
December 25, 2000 will be referred to as the "Company". A solid black vertical
line has been inserted in tables where financial information may not be
comparable across periods.

In the opinion of management, all adjustments considered necessary for a fair
presentation have been included herein. Operating results for the fiscal periods
ended December 25, 2000 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:

                                    March 27,       Dec. 25,
                                      2000            2000
                                     -------        -------
                    Single Copy      $ 9,578        $ 5,689
                    Subscriptions     22,895         22,199
                    Advertising          581            725
                                     -------        -------
                                     $33,054        $28,613
                                     =======        =======

                                       7
<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 8).

In December 1999, the U.S. Securities and Exchange Commission (`SEC") issued
Staff Accounting Bulletin 101, "Revenue Recognition" ("SAB 101"), which provides
guidance on the recognition, presentation, and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met to recognize revenue and provides guidance for disclosure
related to revenue recognition policies. The Company believes its revenue
recognition practices are in conformity with the guidelines prescribed in SAB
101.

(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 Facility") 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, 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.

                                       8
<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.

The following unaudited pro forma financial information gives effect to the
Transactions and the Globe Acquisition as if each had occurred as of the
beginning of the period presented:

                                                         Predecessor
                                                           Company
                                                      -----------------
                                                         Three Fiscal
                                                        Quarters ended
                                                      December 27, 1999
                                                      -----------------
    Operating revenues                                    $ 284,548
    Operating expenses                                      205,862
    Depreciation and amortization                            57,768
                                                          ---------
    Operating income                                         20,918
    Interest expense                                        (54,084)
    Other income                                                296
    Provision  for income taxes                               2,854
                                                          ---------
    Income (loss) before extraordinary charge             $ (30,016)
                                                          =========

(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:

                                                March 27,      Dec. 25,
                                                  2000          2000
                                                -------        -------
Raw materials - paper                           $ 7,958        $ 3,600
Finished product - paper, production
  and distribution costs of future issues         5,016          5,594
                                                -------        -------
                                                $12,974        $ 9,194
                                                =======        =======

(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,

                                       9
<PAGE>

"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. The balance of this deferred tax
liability as of December 25, 2000 is $149 million. 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 25, 2000 the Company's effective interest rate on borrowings
under the New Credit Agreement was 10.1%. The effective rate for borrowings
under the New Credit Agreement averaged 10.1% for the three fiscal quarters
ended December 25, 2000. The effective rate for borrowings under the new Credit
Agreement averaged 8.8% for the period from May 7, 1999 through December 27,
1999 and under the prior Credit Agreement averaged 7.1% for the period from
March 30, 1999 through May 6, 1999. 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%.

In connection with the Transactions, a fee related to an unused bridge loan
commitment totaling approximately $4.1 million ($2.6 million net of income
taxes) was charged to extraordinary loss in the Inception Period.

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, 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)  ASSET IMPAIRMENT CHARGE

During October 2000 the Company reviewed the long-lived assets of its 80% owned
subsidiary, Frontline Marketing, Inc. ("FMI"), for impairment due to changes in
circumstances indicating that the carrying amount of these long-lived assets may
not be recoverable. Management determined that as a result of significant
deterioration in the operations of FMI that certain long-lived assets were not
properly valued.

Accordingly, an asset impairment charge of $2,298,000 was recognized in October
2000 related to these long-lived assets. Fair value of these assets was based on
the Company's estimate of expected future cash flows of FMI as supported by
reasonable and supportable assumptions and projections. The asset impairment
loss is included in depreciation expense for the three and nine months ended
December 25, 2000.

                                       10
<PAGE>

(8) 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
has 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. Additionally,
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 has
reserved $1.6 million of The Note until collectability has been assured. No gain
or loss has been recognized on this transaction. Management intends to
periodically review the collectability of The Note and may record a gain in
future periods. Included in Other Income (Expense), net is minority interest
income related to FMI of $261,000 and $376,000 for the three and eight month
period ended November 27, 2000, respectively.

(9) 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
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

In connection with the Transactions and Merger, which were accounted for under
the purchase method of accounting, we reflected a new basis of accounting for
various assets and liabilities. Accordingly, the historical financial
information provided herein, for periods prior to May 7, 1999 is not comparable
to post acquisition financial information. To facilitate a meaningful discussion
of the comparative operating performance for the three fiscal quarters ended
December 25, 2000 and December 27, 1999, the financial information in this
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" is presented on a traditional comparative basis unless otherwise
indicated. We believe the traditional comparative presentation provides the best
financial information as the only material change in the historical operations
for periods before and after May 6, 1999 is an increase in interest expense
related to higher levels of indebtedness and increased amortization expense
resulting from a substantial increase in intangible assets.

Results of Operations

Fiscal Quarter Ended December 25, 2000 vs Fiscal Quarter Ended December 27, 1999

Total operating revenues were $98,378,000 for the current fiscal quarter.
Operating revenues increased by $8,754,000, or 9.8%, from the prior fiscal
quarter, partially due to an incremental five weeks of results related to the
Globe Acquisition, as well as an increase in operating revenues in the core AMI
properties driven by the positive impact of two $.10 cover price increases in
February and October 2000 for the National Enquirer and Star magazines.

Circulation revenues (which include all single copy and subscription sales) were
$82,498,000 for the current fiscal quarter. Circulation revenues increased by
$5,650,000 or 7.4%, when compared to the prior fiscal quarter, primarily due to
circulation revenues from the Globe Properties, as well as the increase in the
AMI core properties discussed above.

Subscription revenues were $8,741,000 for the current fiscal quarter.
Subscription revenues increased by $148,000, or 1.7%, when compared to the prior
fiscal quarter.

Advertising revenues were $10,427,000 for the current fiscal quarter.
Advertising revenues increased by $3,891,000, or 59.5%, when compared to the
prior fiscal quarter. This increase is primarily due to the Globe and Country
Music Magazine acquisitions, additional advertising revenues from our core
tabloids (National Enquirer and Star magazines) and new advertising revenues
from our start-up publications (Auto World Weekly and MIRA!).

Total operating expenses for the current fiscal quarter increased by $4,579,000
when compared to the same prior year quarter. This increase is primarily due to
additional expenses related to the Globe Acquisition, costs related to the
launches of Auto World Weekly and MIRA!, increased amortization expense and an
asset impairment charge of $2.3 million recognized in October 2000 related to
FMI (see Note 5 to the Consolidated Financial Statements). Amortization expense
increased by $540,000 due to the increase in intangible asset balances from the
Transactions and the Globe Acquisition as well as a reduction in the related
amortizable lives, primarily goodwill, from 40 years to 20 years. This increase
in amortization expense solely relates to the period subsequent to the
Transactions.

Interest expense increased for the current fiscal quarter by $1,684,000 to
$18,273,000 compared to the same prior year quarter. This increase in interest
expense solely relates to the period subsequent to the Transactions as a result
of a higher average effective interest rate and higher levels of indebtedness as
a result of the Transactions and the Globe Acquisition.

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<PAGE>

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.

Results of Operations

Three Fiscal Quarters Ended December 25, 2000 vs Three Fiscal Quarters Ended
December 27, 1999

Total operating revenues were $295,240,000 for the three current fiscal
quarters. Operating revenues increased by $65,051,000, or 28.3%, from the three
prior fiscal quarters, primarily due to the Globe Acquisition, as well as an
increase in operating revenues in the core AMI properties driven by the positive
impact of two $.10 cover price increases in February and October 2000 for the
National Enquirer and Star magazines.

Circulation revenues (which include all single copy and subscription sales) were
$253,682,000 for the three current fiscal quarters. Circulation revenues
increased by $57,609,000 or 29.4%, when compared to the three prior fiscal
quarters, primarily due to circulation revenues from the Globe Properties, as
well as the increase in the AMI core properties discussed above.

On October 5, 1999 a newly re-designed and expanded Country Weekly was
re-launched as a biweekly publication. Additionally, management named a new
editor and publisher during the Company's second quarter of fiscal 2000.
Concurrent with the change to a biweekly format the cover price was raised from
$1.99 to $2.49. The new frequency and format has resulted in an increase in
average single copy unit sales of 46%. This increase in circulation units
coupled with the price increase resulted in single copy revenues to be almost
comparable to the prior year despite the biweekly format.

Subscription revenues were $26,242,000 for the three current fiscal quarters.
Subscription revenues decreased by $1,244,000, or 4.5%, when compared to the
three prior fiscal quarters, primarily as a result of the reduction in the
frequency of Country Weekly from weekly to bi-weekly. One method of increasing
the subscription bases of our publications have been to offer discounted
subscriptions through an agent; however, management's new direction is to be
more newsstand driven.

Advertising revenues were $26,004,000 for the three current fiscal quarters.
Advertising revenues increased by $8,785,000 or 51.0%, when compared to the
three prior fiscal quarters. This increase is primarily due to the Globe and
Country Music Magazine acquisitions, additional advertising revenues from our
core tabloids (National Enquirer and Star magazines) and new advertising
revenues from our start-up publications (Auto World Weekly and MIRA!).

Total operating expenses for the three current fiscal quarters increased by
$55,790,000 when compared to the same three prior year quarters. This increase
is primarily due to additional expenses related to the Globe Acquisition, costs
related to the launches of Auto World Weekly and MIRA!, increased amortization
expense and an asset impairment charge of $2.3 million recognized in October
2000 related to FMI (see Note 5 to the Consolidated Financial Statements).
Amortization expense increased by $7,541,000 due to the increase in intangible
asset balances from the Transactions and the Globe Acquisition as well as a
reduction in the related amortizable lives, primarily goodwill, from 40 years to
20 years. This increase in amortization expense solely relates to the period
subsequent to the Transactions.

Interest expense increased for the three current fiscal quarters by $9,323,000
to $54,084,000 compared to the same three prior fiscal quarters. This increase
in interest expense solely relates to the period subsequent to the Transactions
as a result of a higher average effective interest rate and higher levels of
indebtedness as a result of the Transactions and the Globe Acquisition.

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.

                                       13
<PAGE>

In connection with the Transactions, a fee related to an unused bridge loan
commitment totaling approximately $4.1 million ($2.6 million net of income
taxes) was charged to extraordinary loss in the period from May 7, 1999 through
December 27, 1999.

LIQUIDITY AND CAPITAL RESOURCES

We have substantially increased our indebtedness in connection with the
Transactions and the Globe Acquisition. As a result of the New Credit Agreement
and the Notes, our liquidity requirements will be 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, will commence 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 8, 2001,
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 25, 2000, we had cash and cash equivalents of $3.5 million and a
working capital deficit of $62.7 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
deficits result principally from:

o        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;

o        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

o        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 27, 2000 of
$23.4 million was used to fund capital expenditures, as well as pay interest
payments on the revolving credit facility.

We made capital expenditures in the three fiscal quarters ended December 25,
2000 and December 27, 1999 totaling $17.6 million and $7.4 million,
respectively.

At December 25, 2000, our outstanding indebtedness totaled $680.9 million, of
which $430.0 million 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

                                       14
<PAGE>

Agreement by $90 million. As of December 25, 2000 the Company's effective
interest rate on borrowings under the New Credit Agreement was 10.1%. The
effective rate for borrowings under the New Credit Agreement averaged 10.1% for
the three fiscal quarters ended December 25, 2000. The effective rate for
borrowings under the New Credit Agreement averaged 8.8% for the period from May
7, 1999 through December 27, 1999 and under the prior credit agreement averaged
7.1% for the period from March 30, 1999 through May 6, 1999. 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%.

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.

                                       15
<PAGE>

Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA")

The following table and discussion summarizes EBITDA for three and nine months
ended December 25, 2000 and December 27, 1999.

                                Predecessor
        The Company               Company               The Company
----------------------------    ------------    ----------------------------
  Fiscal           Fiscal                                       Three Fiscal
  Quarter         Quarter        March 30,      May 7, 1999       Quarters
   ended           ended           1999           through          ended
  Dec. 27,        Dec. 25,       through          Dec. 27,        Dec. 25,
   1999             2000        May 6, 1999         1999            2000
------------    ------------    ------------    ------------    ------------
$ 28,119,000    $ 36,338,000    $ 10,467,000    $ 68,210,000    $101,955,000
------------    ------------    ------------    ------------    ------------

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 Pronouncements

In June 1998, the Financial Accounting Standards Board issued SFAS No.
133--"Accounting for Derivative Instruments and Hedging Activities", which
establishes standards of accounting for derivative instruments including
specific hedge accounting criteria. SFAS No. 133, as amended by SFAS No. 137, is
effective for fiscal years beginning after June 15, 2000 although earlier
adoption is allowed. We are continuing to evaluate the impact of adopting SFAS
No. 133. However, we do not expect SFAS No. 133 to have a material impact on us.

 In December 1999, the U.S. Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin 101, "Revenue Recognition" ("SAB 101"), which provides
guidance on the recognition, presentation, and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met to recognize revenue and provide guidance for disclosure
related to revenue recognition policies. We believe our revenue recognition
practices are in conformity with the guidelines prescribed in SAB 101.

                                       16
<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:

o        our high degree of                 o        increasing competition by
         leverage and significant                    domestic and foreign media
         debt service obligations,                   companies,

o        our ability to increase            o        changes in the costs of
         circulation and                             paper used by us,
         advertising revenues,

o        market conditions for our          o        any future changes in
         publications,                               management,

o        our ability to develop new         o        general risks associated
         publications and services,                  with the publishing
                                                     industry and

o        outcomes of pending and            o        potential adverse effects
         future litigation                           of potential unresolved
                                                     Year 2000 problems
                                                     including external key
                                                     suppliers

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 $100 million of interest rate swap agreements on
our term loan and revolving 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 has a fixed interest rate of
5.95%. 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 swap agreement expiring in May 2002 under which we pay a fixed
rate of 6.53%.

                                       17
<PAGE>

The following table presents the future principal payment obligations and
weighted average interest rates associated with our existing long-term
instruments assuming our actual level of long-term indebtedness (in 000's):

<TABLE>
<CAPTION>
                                                          Fiscal Year Ended
                                         ------------------------------------------------
                                            2001           2002        2003     Thereafter
                                         ----------      --------    --------    --------
<S>                                      <C>             <C>         <C>         <C>
Liabilities:
Long-Term Debt

$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 (10.1% for the three
   quarters ended December  25, 2000)            --      $  9,975    $ 17,050    $402,975
 Interest Rate Derivatives:
    Interest Rate Swaps:
        Variable to Fixed                $   90,000            --          --          --
        Average Pay Rate                      (6.53%)
       Average Receive Rate                   (6.75%)
</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 $850,000 in our interest expense for the three
months ended December 25, 2000.

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.

                                       18
<PAGE>

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

During the fiscal quarter ended December 25, 2000, the Company filed no reports
on Form 8-K.

                                       19
<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 8, 2001                        By: /s/ JOHN A. MILEY
                                                 -------------------------------
                                                 John A. Miley
                                                 Executive Vice President
                                                 Chief Financial Officer

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