================================================================================

                UNITED STATES 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 March 31, 1999.
              or
                   [         ] Transition Report Pursuant to Section 13 or 15(d)
                             of the  Securities  Exchange  Act of 1934.  For the
                             transition period from _______to _______.


                      Commission File Number 0-16611

                               GLOBAL SPORTS, INC.
             (Exact name of registrant as specified in its charter)

                               DELAWARE 04-2958132
 (State or other jurisdiction (I.R.S. Employer of incorporation or organization)
                             Identification Number)


                555 S. HENDERSON ROAD, KING OF PRUSSIA, PA 19406
                    (Address of principal executive offices)
                                   (Zip Code)


                                  610-768-0900
                         (Registrant's telephone number,
                              including area code)

       Indicate by check mark whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]


<PAGE>



       Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of May 14, 1999:

        Common Stock, $.01 par value                            12,116,253      
        ------------------------------                      -------------------
             (Title of each class)                          (Number of Shares)


<PAGE>
--------------------------------------------------------------------------------

                               GLOBAL SPORTS, INC.
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 1999

--------------------------------------------------------------------------------
                      
                                TABLE OF CONTENTS



<TABLE>
                                                                                                                 PAGE
                                                                                                       -----------
<S>                                                                                                             <C>
PART I -- FINANCIAL INFORMATION
Item 1.           Financial Statements:
                  Condensed Consolidated Balance Sheets
                           as of March 31, 1999 and December 31, 1998                                              3
                  Condensed Consolidated Statements of Operations
                           for the three-month periods ended March 31, 1999 and 1998                               4
                  Condensed Consolidated Statements of Cash Flows
                           for the three-month periods ended March 31, 1999 and 1998                               5
                  Notes to Condensed Consolidated Financial                                                        6
                  Statements
Item 2.           Management's Discussion and Analysis of Results of Operations
                           and Financial Condition                                                               11
Item 3.           Quantitative and Qualitative Disclosures About Market Risk                                     15

PART II -- OTHER INFORMATION
Item 1.           Legal Proceedings                                                                              16
Item 2.           Changes in Securities and Use of Proceeds                                                      16
Item 3.           Defaults on Senior Securities                                                                  16
Item 4.           Submission of Matters to a Vote of Security Holders                                            16
Item 5.           Other Information                                                                              16

SIGNATURES                                                                                                       17


</TABLE>

                                       2
<PAGE>


PART I -- FINANCIAL INFORMATION

ITEM 1 -- FINANCIAL STATEMENTS

<TABLE>
                                       GLOBAL SPORTS, INC. AND SUBSIDIARIES
                                       CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                                   MARCH 31,                DECEMBER 31,
                                                                                      1999                      1998
                                                                             -----------------------   ------------------------
                                                                                  (Unaudited)
                                    ASSETS
<S>                                                                                   <C>                         <C>
 Current assets:
           Cash and cash equivalents                                                   $    619,906               $    856,085
           Accounts receivable, net of allowance for doubtful
                    accounts of $919,222 in 1999 and $928,693 in 1998                    40,592,316                 36,782,732
           Inventory                                                                     17,472,869                 20,954,168
           Prepaid expenses and other current assets                                      3,510,779                  1,435,744
                                                                             -----------------------   ------------------------
                    Total current assets                                                 62,195,870                 60,028,729
  Property and equipment, net of accumulated depreciation
           and amortization                                                               4,420,670                  4,385,906
  Goodwill and intangibles, net of accumulated amortization                              13,929,700                 14,174,127
  Other assets                                                                              261,252                    277,424
                                                                             -----------------------   ------------------------
           Total assets                                                               $  80,807,492              $  78,866,186
                                                                             =======================   ========================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities:
           Current portion - notes payable, banks                                     $  34,469,902              $  14,529,576
           Current portion - notes payable, other                                           711,933                    712,815
           Current portion - capital lease obligation, related party                        131,111                    127,966
           Accounts payable and accrued expenses                                         21,132,565                 21,223,798
           Subordinated notes payable                                                     3,305,143                  3,804,906
                                                                             -----------------------   ------------------------
                    Total current liabilities                                            59,750,654                 40,399,061
  Notes payable, banks                                                                      289,712                 19,106,535
  Notes payable, other                                                                    2,347,731                  2,493,743
  Capital lease obligation, related party                                                 2,147,284                  2,181,265
  Mandatorily redeemable preferred stock                                                        100                        100
  Commitments and contingencies
  Stockholders' equity:
           Preferred stock, $0.01 par value, 1,000,000 shares
               authorized; 10,000 shares issued as mandatorily
               redeemable preferred stock                                                        --                         --
           Common stock, $0.01 par value, 20,000,000 shares
               authorized, 13,109,348 and 12,994,464 shares issued in
               1999 and 1998;
               12,040,262 and 11,925,378 shares outstanding in 1999 and 1998                131,093                    129,947
           Additional paid in capital                                                    15,737,522                 14,624,541
           Accumulated other comprehensive income                                                --                   (47,431)
           Retained earnings                                                                617,213                    192,242
                                                                             -----------------------   ------------------------
                                                                                         16,485,828                 14,899,299
  Less: Treasury stock, at cost                                                             213,817                    213,817
                                                                             -----------------------   ------------------------
                    Total stockholders' equity                                           16,272,011                 14,685,482
                                                                             -----------------------   ------------------------
                    Total liabilities and stockholders' equity                        $  80,807,492              $  78,866,186
                                                                             =======================   ========================
</TABLE>


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

                                       3

<PAGE>

<TABLE>

                                       GLOBAL SPORTS, INC. AND SUBSIDIARIES
                                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (UNAUDITED)

                                                                                THREE MONTHS ENDED
                                                                                    MARCH 31,
                                                                     -----------------------------------------
                                                                            1999                  1998
                                                                       ----------------    -------------------

<S>                                                                     <C>                 <C>
Net sales                                                                 $ 33,723,869           $ 28,148,378
                                                                            33,723,869
                                                                       ----------------    -------------------

Costs and expenses:
   Cost of goods sold                                                       24,311,632             20,023,899
   Selling, general and administrative expense                               8,900,124              5,380,723
                                                                       ----------------    -------------------
                                                                            33,211,756             25,404,622
                                                                       ----------------    -------------------

Operating income                                                               512,113              2,743,756

Other (income) expense:
   Interest expense, net                                                       847,464                619,271
   Other, net                                                                 (74,889)               (57,088)
                                                                       ----------------    -------------------
                                                                               772,575                562,183
                                                                       ----------------    -------------------

Income (loss) before income taxes                                            (260,462)              2,181,573
Provision for (benefit from) income taxes                                    (685,433)                650,000
                                                                       ----------------    -------------------

Net income                                                                  $  424,971           $  1,531,573
                                                                       ================    ===================

Basic earnings per share                                                    $      .04           $        .15
                                                                       ================    ===================
                                                                      

Diluted earnings per share                                                  $      .03           $        .14
                                                                      ================     ===================
                                                                      
</TABLE>






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

                                       4

<PAGE>
<TABLE>

                                       GLOBAL SPORTS, INC. AND SUBSIDIARIES
                                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                    (UNAUDITED)

                                                                                                   THREE MONTHS ENDED
                                                                                                       MARCH 31,
                                                                                        -----------------------------------------
                                                                                               1999                  1998
                                                                                        -------------------    ------------------
<S>                                                                                     <C>                     <C>
Cash Flows from Operating Activities:
Net income                                                                                      $  424,971          $ 1,531,573
Adjustments to reconcile net income to net cash
         used in operating activities:
                  Depreciation and amortization                                                    430,759              272,388
                  Provision for losses on accounts receivable                                       60,674            (175,077)
                  Warrant expense                                                                  398,266                   --
         Changes in operating assets and liabilities:
         Accounts receivable                                                                   (3,870,258)          (5,253,350)
         Inventory                                                                               3,481,299            (919,151)
         Prepaid expenses and other current assets                                               (660,768)              214,994
         Other assets                                                                               46,172               40,293
         Accounts payable and accrued expenses                                                 (1,220,424)            2,762,827
                                                                                        -------------------    -----------------

         Net cash used in operating activities                                                   (909,309)          (1,525,503)
                                                                                        -------------------    -----------------

Cash Flows from Investing Activities:
         Capital expenditures                                                                    (221,096)             (45,449)
                                                                                        -------------------    -----------------

                  Net cash used in investing activities                                          (221,096)             (45,449)
                                                                                        -------------------    -----------------

Cash Flows from Financing Activities:
         Net borrowings under lines of credit                                                    1,130,519            2,491,044
         Repayments of capital lease obligation                                                   (30,836)             (27,982)
         Repayments of notes payable                                                             (153,910)                   --
         Proceeds from issuance of common stock                                                    478,216                1,920
         Costs of debt issuance                                                                   (30,000)                   --
         Repayments on subordinated debt                                                         (499,763)                   --
                                                                                        -------------------    -----------------

                  Net cash provided by financing activities                                        894,226            2,464,982
                                                                                        -------------------    -----------------

Effect of exchange rate on cash and cash equivalents                                                    --                2,671
                                                                                        -------------------    -----------------

Net increase (decrease) in cash and cash equivalents                                             (236,179)              896,701

Cash and cash equivalents, beginning of period                                                     856,085               98,881
                                                                                        -------------------    -----------------

Cash and cash equivalents, end of period                                                        $  619,906           $  995,582
                                                                                        ===================    =================

</TABLE>


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

                                       5


<PAGE>
                      GLOBAL SPORTS, INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

================================================================================

NOTE 1 - BASIS OF PRESENTATION

Global Sports, Inc. ("Global" or the "Company"),  a Delaware  corporation,  is a
diversified sporting goods company consisting of three divisions:  Global Sports
Interactive,  the Branded division and the Off-Price and Action Sports division.
Global Sports  Interactive  is an  e-Commerce  company that is in the process of
developing  the internet  businesses of several  sporting goods  retailers.  The
Branded  division  designs and markets the RYKA and Yukon footwear  brands.  The
Off-Price and Action Sports  division is a leading  third-party  distributor and
make-to-order marketer of off-price footwear, apparel and sporting goods.

On  December  15,  1997,   the  Company   consummated  a   reorganization   (the
"Reorganization")  among  RYKA Inc.  ("RYKA"),  KPR Sports  International,  Inc.
("KPR"),  Apex Sports International,  Inc., MR Management,  Inc. (the last three
companies  collectively  referred  to as the "KPR  Companies"),  and  Michael G.
Rubin, the former sole shareholder of the KPR Companies and now the Chairman and
Chief Executive Officer of the Company.  Immediately  after the  Reorganization,
Mr. Rubin then owned  approximately  78% of the outstanding  voting power of the
Company. Accordingly, the Reorganization was accounted for as a reverse purchase
under  generally  accepted  accounting  principles  pursuant  to  which  the KPR
Companies  were  considered to be the  acquiring  entity and the Company was the
acquired  entity  for  accounting  purposes,  even  though the  Company  was the
surviving  legal  entity.  As a  result  of  this  reverse  purchase  accounting
treatment,  (i) the historical  financial statements presented for periods prior
to the  date  of the  Reorganization  are no  longer  the  historical  financial
statements of RYKA; (ii) the historical  financial  statements for periods prior
to the date of the  Reorganization  are  those of the KPR  Companies,  (iii) all
references to the  historical  financial  statements of the Company apply to the
historical  financial statements of the KPR Companies prior to and subsequent to
the Reorganization, and (iv) any references to RYKA apply solely to that company
and its financial statements prior to the Reorganization.

Effective  May 12, 1998,  the Company  acquired  Gen-X  Holdings  Inc. and Gen-X
Equipment Inc. (collectively,  the "Gen-X Companies").  The Gen-X Companies were
privately-held  companies  based in  Toronto,  Ontario  specializing  in selling
off-price  sporting  goods  and  winter  sports  equipment  (including  ski  and
snowboard  equipment),  in-line  skates,  sunglasses,  skateboards and specialty
footwear.

Effective July 27, 1998, the Company acquired Lamar Snowboards,  Inc. ("Lamar"),
a privately-held manufacturer of snowboards, bindings and related products based
in San Diego, California.

The accompanying  condensed financial statements of Global have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and in accordance with the instructions for Form 10-Q and Rule 10-01
of  Regulation  S-X.  Accordingly,  they  do not  include  all  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.

The accompanying financial information is unaudited;  however, in the opinion of
the Company's management, all adjustments (consisting solely of normal recurring
accruals)  necessary for a fair  presentation  of the  operating  results of the
periods  reported have been included.  The results of operations for the periods
reported are not necessarily indicative of those that may be expected for a full
year.

Certain 1998 balances have been  reclassified to conform with the 1999 financial
statement presentation.

This  quarterly  report  should  be  read  in  conjunction  with  the  financial
statements  and  notes  thereto  included  in the  Company's  audited  financial
statements as of December 31, 1998 as presented in the  Company's  Annual Report
on Form 10-K.

NOTE 2 - DEBT

Notes Payable, Banks

Under  its  primary  loan  agreement,   as   subsequently   amended  (the  "Loan
Agreement"),   the  Company  has  access  to  a  combined   credit  facility  of
$40,000,000,  which  is  comprised  of the KPR  Companies'  credit  facility  of
$35,000,000  and RYKA's  credit  facility  of  $5,000,000.  The term of the Loan
Agreement is five years  expiring on November 19, 2002.  The KPR  Companies  and
RYKA  have an  interest  rate  choice  of prime  plus  1/4% or  LIBOR  (Adjusted
Eurodollar  Rate) plus two hundred  seventy-five  basis

                                       6

<PAGE>


                      GLOBAL SPORTS, INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

================================================================================

points.  Under the Loan Agreement, both the KPR Companies and RYKA may borrow up
to the amount of their revolving line based upon 85% of their eligible  accounts
receivable  and 65% of their eligible  inventory,  as those terms are defined in
the Loan Agreement.  The Loan Agreement also includes 50% of outstanding  import
letters of credit as collateral for borrowing.

In addition to the revolving lines of credit  described  above, the lender will
over-advance  to  the  Company  an  additional  $3,000,000,  over  the  existing
collateral,  for  additional  import  letters  of  credit  needed  for  seasonal
production of new merchandise for the Spring 1999 and Fall 1999 seasons.

Among other things, the Loan Agreement,  as amended,  requires the KPR Companies
and RYKA to achieve annual earnings before  interest,  taxes,  depreciation  and
amortization  ("EBITDA")  of $5,000,000  and it limits the Company's  ability to
incur additional indebtedness,  make payments on subordinated indebtedness, make
capital  expenditures,  sell assets,  and pay dividends.  At March 31, 1999, the
Company was not in compliance with the EBITDA  covenant.  The Company obtained a
waiver  from the bank with  respect to this  covenant.  Because  there can be no
assurance  that the Company  will be in  compliance  with this  covenant for any
period  subsequent  to March 31, 1999,  the Company has  classified  the amounts
outstanding under this line as a current liability.  The Company plans to enter
into  negotiations  with its lender to modify the terms of the Loan Agreement to
return itself to compliance.

At March  31,  1999,  the  aggregate  amount  outstanding  under  this  line was
$24,442,675.  At March 31, 1999,  based on available  collateral and outstanding
import  letters of credit  commitments,  an additional  $116,792  (including the
seasonal  over-advance)  was  available  on this line for  borrowing.  The total
interest  incurred  in  connection  with  this  facility  was  $491,505  for the
three-month period ending March 31, 1999.

The Company has an additional  line of credit of  approximately  $20,000,000 for
use by the Gen-X  Companies,  which is available for either direct  borrowing or
for import  letters of credit.  The loan bears  interest  at prime plus one half
percent and is secured by a general security  agreement  covering  substantially
all of the Gen-X Companies' assets. At March 31, 1999, draws of $10,000,000 plus
net bank  overdrafts of $173,607 were  committed  under this line and,  based on
available  collateral and outstanding import letters of credit  commitments,  an
additional  $4,331,613 was available for borrowing.  The total interest  expense
incurred in  connection  with this  facility was  $226,232  for the  three-month
period ending March 31, 1999.

Notes payable,  banks also includes a mortgage note secured by land and building
in Ontario,  Canada of $316,939,  of which $27,227 is classified as current. The
mortgage  note bears  interest at the bank's cost of funds plus 2.5% and matures
on August 15, 2009. For the three-month  period ending March 31, 1999,  interest
expense included $8,298 related to this mortgage note.

Notes Payable, Other

Other debt related to the Gen-X Companies  includes an outstanding  loan payable
for $1,500,000, of which $400,000 is classified as current. The original loan of
$2,000,000  is  repayable in equal  quarterly  installments  of $100,000,  which
commenced on March 31, 1998,  and bears  interest at the prime lending rate. 

Notes payable, other also includes $1,000,000 of promissory notes payable to the
former  shareholders  of Lamar.  The  notes are  payable  in five  equal  annual
installments  and bear interest at 6% per annum. At March 31, 1999,  $200,000 of
such notes is classified as current. At the time of the acquisition,  Lamar also
executed a note payable in the  principal  amount of  $553,447,  plus $74,954 in
accrued  interest,  for  amounts  owed to a  shareholder.  This note,  which was
assumed by the  Company in the  acquisition  of Lamar,  is payable in five equal
annual  installments  and bears interest at 6% per annum.  The amount  currently
outstanding  on this  note is  $559,664,  of which  $111,933  is  classified  as
current.

Subordinated Notes Payable

At March 31, 1999, the Company had $1,805,841 in outstanding  subordinated notes
payable  held by its Chairman  and CEO,  plus accrued  interest on such notes of
$49,389 recorded in accrued  expenses.  This debt consisted  primarily of a note
representing undistributed Subchapter S corporation retained earnings previously
taxed  to  him  as the  sole  shareholder  of the  KPR  Companies  prior  to the
Reorganization.  Interest accrues on such notes at the Company's choice of prime
plus 1/4% or LIBOR  (Adjusted  Eurodollar  Rate) plus two  hundred  seventy-five
basis points. At March 31, 1999, the interest rate on these notes was 8 1/4% and

                                       7
<PAGE>

                      GLOBAL SPORTS, INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

================================================================================

interest  recorded  during the  three-month  period  ending  March 31,  1999 was
$36,735. Based on its Loan Agreement, the Company is permitted to make continued
regular  payments  of interest on the  subordinated  debt and to further  reduce
principal on a quarterly  basis,  commencing  subsequent to the first quarter of
1998, in an amount up to 50% of the  cumulative  consolidated  net income of the
Company.  During 1998,  aggregate  principal  payments of $250,000 were made. No
payments on this subordinated debt have been made to date in 1999.

Upon closing the acquisition of the Gen-X Companies,  several subordinated notes
payable were executed with the former shareholders of the Gen-X Companies for an
aggregate of $1,999,065 which is payable upon the earlier of the Company raising
certain  additional  capital or in four  equal  consecutive  quarterly  payments
beginning  March 31, 1999. The first  quarterly  payment of $499,763 was made on
March 31, 1999.  This note bears  interest at 7% until December 31, 1998 and the
prime lending rate thereafter. For the three-month period ending March 31, 1999,
interest expense included $10,577 related to these notes.

NOTE 3 - RELATED PARTIES

The  Company is located in King of  Prussia,  Pennsylvania  where it  conducts a
significant  portion of its operations  and  warehouses  inventory in a facility
leased from the Company's  Chairman and CEO. The lease has been accounted for as
a capital lease,  which resulted in $57,013 recorded to interest expense for the
three-month  period  ended March 31,  1999.  At March 31,  1999,  the  Company's
investment  in the capital lease was  $1,955,747,  which is included in property
and equipment.

The Company also has  subordinated  notes payable  outstanding with its Chairman
and CEO, as referred to in Note 2 above.

NOTE 4 - EARNINGS PER SHARE

Earnings per share for all periods have been  computed in  accordance  with SFAS
No. 128,  Earnings Per Share.  Basic  earnings per share is computed by dividing
net income by the weighted average number of shares of common stock  outstanding
during the year.  Diluted  earnings  per share is computed  by dividing  the net
income by the weighted  average  number of shares  outstanding  during the year,
assuming dilution by outstanding common stock options and warrants.

The amounts used in calculating earnings per share data are as follows:

                                                       THREE MONTHS ENDED
                                                               MARCH 31,
                                                --------------------------------
                                                     1999              1998
                                                ---------------- ---------------

         Net income                                  $  424,971      $ 1,531,573
                                                ================ ===============
         Weighted average shares
                  outstanding - basic                12,018,517       10,418,198
         Dilutive common stock options                  584,269          107,060
         Dilutive common stock warrants                 173,868           49,400
                                                ---------------- ---------------
         Weighted average shares
                  outstanding - diluted              12,776,654       10,574,658
                                                ================ ===============
         Outstanding common stock
                options having no
                  dilutive effect                        98,404          205,675
                                                ================ ===============
         Outstanding common stock
                warrants having no
                  dilutive effect                        35,566          203,034
                                                ================ ===============


NOTE 5 - COMMITMENTS  AND  CONTINGENCIES
  
Purchase  Commitments 

As  of  March  31,  1999,   outstanding   purchase  commitments  exist  totaling
$5,278,643, for which commercial import letters of credit have been issued.

                                       8
<PAGE>


                      GLOBAL SPORTS, INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

================================================================================

Employment Agreements

At March 31, 1999,  the Company has  employment  agreements  with several of its
officers  for an  aggregate  annual  base  salary of  $1,178,000  plus bonus and
increases  in  accordance  with  the  terms  of the  agreements.  Terms  of such
contracts  range from three to five years and are  subject to  automatic  annual
extensions.

E-Commerce

At March 31,  1999,  the  Company  has  contractually  committed  to develop the
internet  businesses of several sporting goods retailers.  The Company's failure
to meet these  commitments could result in a forfeiture of the contracts and the
exclusive rights to certain future internet business.

NOTE 6 - COMPREHENSIVE INCOME

Comprehensive  income for the three-month  periods ended March 31, 1999 and 1998
was as follows:

                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                 -------------------------------
                                                       1999               1998
                                                 ------------------  -----------

          Net income                                    $  424,971  $  1,531,573
          Foreign currency translation                      47,431         2,671
               adjustment
                                                 ------------------  -----------
          Comprehensive income                          $  472,402   $ 1,534,244
                                                 ==================  ===========


NOTE 7 - BUSINESS SEGMENTS

The Company's reportable segments include the Branded segment, the Off-Price and
Action Sports segment and the E-Commerce segment. Under the Branded segment, the
Company designs, develops and markets each of its footwear brands to appeal to a
targeted  consumer  group.  Brands  offered by the Company  include the RYKA and
Yukon brands and are primarily sold to athletic footwear stores,  sporting goods
stores,  department  stores and independent  retailers.  Under the Off-Price and
Action  Sports   segment,   the  Company   purchases   manufacturers'   closeout
merchandise,  overstocks and canceled orders,  as well as excess  inventories of
athletic, outdoor and casual footwear,  athletic apparel and sporting goods from
retailers,  for resale to retailers principally in the United States and Canada.
The Company  resells  this  merchandise  to  sporting  goods  stores,  off-price
specialty stores,  department  stores,  family footwear stores,  and independent
retailers.  The Company also designs and distributes  special make-up snowboards
and other  sport-related  merchandise for selected retailers under its Off-Price
and Action Sports segment.  Under the E-Commerce segment,  the Company is in the
process  of  developing  the  internet  businesses  of  several  sporting  goods
retailers.

Information by operating segment is as follows:
<TABLE>

                                             Branded            Off-Price &                               Consolidated
                                                               Action Sports          E-Commerce              Total
                                         ----------------     -----------------     ----------------      ------------------
<S>                                      <C>                  <C>                   <C>                   <C>  
Three Months Ended March 31,  1999:
          Net sales                          $13,158,203          $ 20,565,666                   --            $ 33,723,869
          Cost of sales                        8,900,764            15,410,868                   --              24,311,632
                                         ----------------     -----------------     ----------------      ------------------
          Gross margin                       $ 4,257,439          $  5,154,798                   --               9,412,237
                                         ================     =================
          Operating expenses                                                             $  954,078               8,900,124
                                                                                    ----------------      ------------------
          Operating income                                                              $ (954,078)              $  512,113
                                                                                    ================      ==================
</TABLE>

                                       9
<PAGE>

                      GLOBAL SPORTS, INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

================================================================================

<TABLE>


                                                                Off-Price &                                   Consolidated
                                             Branded           Action Sports         E-Commerce                 Total
                                         ----------------     -----------------     ----------------      ------------------
<S>                                      <C>                  <C>                   <C>                   <C> 
Three Months Ended March 31,  1998:
          Net sales                          $ 7,341,646          $ 20,806,733                   --            $ 28,148,379
          Cost of sales                        4,841,975            15,181,924                   --              20,023,899
                                         ----------------     -----------------     ----------------      ------------------
          Gross margin                       $ 2,499,671          $  5,624,809                   --               8,124,480
                                         ================     =================
          Operating expenses                                                                     --               5,380,723
                                                                                    ----------------      ------------------
          Operating income                                                                       --             $ 2,743,757
                                                                                    ================      ==================
</TABLE>

Assets by  reportable  segment at March 31,  1999 and  December  31, 1998 are as
follows:

<TABLE>
       Segment                                               March 31, 1999            December 31, 1998
       ------------                                      ------------------------    ----------------------
       <S>                                                <C>                        <C>
       Branded                                                      $ 23,862,101              $ 20,279,475
       Off-Price and Action Sports                                    48,940,168                52,343,839
       E-Commerce                                                             --                        --
                                                         ------------------------    ----------------------
                Operating segment assets                              72,802,269                72,623,314
       Assets not attributable to segments                             8,005,223                 6,242,872
                                                         ------------------------    ----------------------
                Consolidated assets                                 $ 80,807,492              $ 78,866,186
                                                         ========================    ======================

</TABLE>

NOTE 8 - SUBSEQUENT EVENT

On  May  10,  1999,  the  Company  announced  a  new  division,   Global  Sports
Interactive.  This  e-Commerce  division  is in the  process of  developing  the
internet businesses of several other major sporting goods retailers.

                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

FORWARD LOOKING STATEMENTS

Certain  information  contained  in this  Form  10-Q  contains  forward  looking
statements (as such term is defined in the  Securities  Exchange Act of 1934 and
the regulations thereunder),  including without limitation, statements as to the
Company's financial  condition,  results of operations and liquidity and capital
resources and statements as to  management's  beliefs,  expectations or options.
Such forward looking  statements are subject to risks and  uncertainties and may
be  affected  by  various  factors  which may  cause  actual  results  to differ
materially from those in the forward looking statements. Certain of these risks,
uncertainties  and other factors,  as and when applicable,  are discussed in the
Company's  filings with the  Securities and Exchange  Commission,  including its
most recent Form 10-K,  a copy of which may be  obtained  from the Company  upon
request and without charge (except for the exhibits thereto).

STRATEGIC BUSINESS DEVELOPMENTS

Effective  May 12, 1998,  the Company  acquired  Gen-X  Holdings  Inc. and Gen-X
Equipment Inc. (collectively,  the "Gen-X Companies") in a purchase transaction.
The  Company's  reported  results  of  operations  include  those  of the  Gen-X
Companies only for periods subsequent to the date of acquisition.

On  May  10,  1999,  the  Company  announced  a  new  division,   Global  Sports
Interactive.  This  e-Commerce  division  is in the  process of  developing  the
internet businesses of several other major sporting goods retailers.

RESULTS OF OPERATIONS

The Three-Month  Period Ended March 31, 1999 Compared to The Three-Month  Period
Ended March 31, 1998

The  following  table  sets  forth,  for the  periods  indicated,  the  relative
percentages that certain items in the Company's Statements of Operations bear to
net sales:

<TABLE>

                                            THREE MONTHS ENDED MARCH 31,
                      --------------------------------------------------------------------------
                                    1999                                    1998
                      ---------------------------------       ----------------------------------
                             $          % of Sales                   $             % of Sales
                      ----------------  ---------------       -----------------  ---------------
<S>                   <C>               <C>                   <C>                <C>
Net sales                $ 33,723,869           100.0%             $28,148,378           100.0%
                      ----------------  ---------------       -----------------  ---------------
Cost & expenses:
Cost of
goods sold                 24,311,632            72.1%              20,023,899            71.1%
Operating
expense                     8,900,124            26.4%               5,380,723            19.1%
                      ----------------  ---------------       -----------------  ---------------
Operating income              512,113             1.5%               2,743,756             9.8%

Other expense,
net                           772,575             2.3%                 562,183             2.0%
                      ----------------  ---------------       -----------------  ---------------
Income (loss) before
income taxes                 (260,462)           (0.8)%               2,181,573             7.8%
Provision for
(benefit from)
income taxes                 (685,433)           (2.0)%                650,000             2.3%
                      ----------------  ---------------       -----------------  ---------------
Net income                 $  424,971             1.2%              $1,531,573             5.5%
                      ================  ===============       =================  ===============
</TABLE>

Net Sales

Net sales for the first quarter of 1999  increased by $5.6  million,  or 20%, to
$33.7  million  compared to net sales of $28.1  million in the first  quarter of
1998.  Net sales for the Branded  division,  which  includes  the RYKA and Yukon
brands,  were  approximately  $13.2 million for the first quarter of 1999, a 79%
increase from the prior year's quarter and both brands experienced  double-digit
increases  over the same quarter in the prior year.  Sales for the Off-Price and
Action Sports division were $20.6 million

                                       11
<PAGE>

for the first quarter of 1999.  This division  experienced  an unusually  large,
high  margin  sale in the  first  quarter  of 1998  which  was the  result  of a
one-time,  opportunistic  purchase that  management  did not expect to repeat in
1999.

Cost of Goods Sold/Gross Margin

Gross margin for the first quarter of 1999 decreased to 27.9% from 28.9% for the
same  quarter in the prior year.  The Branded and  Off-Price  and Action  Sports
divisions  both  experienced  declines  in gross  margin  over the prior  year's
quarter.  The  Branded  division's  margins  were down as a result of a shift of
revenues to the larger national  chains,  which is consistent with the trends in
the sporting goods retail sector.  These larger chains  typically  require price
breaks  above  certain  volume  levels  and  have a  generally  higher  discount
structure.  The decrease in the Off-Price and Action Sports division margins are
the  result of  management's  continued  efforts to reduce  off-price  inventory
levels,  as well as the unusually  high margin sale in the first quarter of 1998
referred to above.

Operating Expense

As a percentage  of net sales,  operating  expense for the first quarter of 1999
increased to 26.4% from 19.1% in the prior year's quarter.  In absolute dollars,
operating  expense  increased  by $3.5  million,  or 65%, to $8.9 million in the
first  quarter  of 1999  from $5.4  million  over the prior  year's  quarter.  A
substantial   portion  of  this  increase  is   attributable  to  the  Company's
expenditures  for  its  new  e-Commerce  business,  Global  Sports  Interactive.
Included in  operating  expense for the first  quarter of 1999 is  approximately
$1.0 million in expenses  related to management  salaries,  web site development
and related  travel  expenses.  The  increase in  operating  expense  also shows
management's  continued commitment to investing in the Branded division,  with a
strengthening  of the production and sourcing  function and increased  marketing
and  advertising.  First  quarter 1999  operating  expense was also  impacted by
incremental  overhead of $1.5 million related to the Gen-X Companies acquired in
May of 1998.

Other Expense, Net

Other expense, net increased by $.2 million, or 37%, to $.8 million in the first
quarter of 1999 from $.6 in the prior  year's  quarter.  Interest  charges  have
increased  due to  increases  in  general  business  levels  and  the  Company's
assumption of the Gen-X Companies' credit line as part of the acquisition. These
increases  were  partially  offset by  substantial  reductions  in the Company's
average borrowing costs.

Income Taxes

The income tax benefit of $685,433 for the first  quarter of 1999 results from a
consolidated loss before income taxes. The consolidated loss before income taxes
is comprised of income  before  income taxes  generated by a foreign  subsidiary
which is taxed at a lower rate offset by losses before income taxes generated by
certain other subsidiaries which are taxed at higher rates.

FINANCIAL CONDITION

Cash Flows

Historically,  the operations of the Company have been financed by a combination
of internally generated resources, equity transactions, subordinated borrowings,
annual  increases  in  the  size  of  the  bank  credit  facility  and  seasonal
over-advances. Increases in the bank credit facilities for the KPR Companies and
RYKA were  required  to fund the  Company's  increased  investment  in  accounts
receivable  and inventory  necessary to support the increases in revenue.  As of
March 31, 1999, the Company had net working  capital of $2,445,216.  The Company
used $909,309 in cash flows from operating activities for the three months ended
March 31,  1999,  whereas in the same period of the prior year the Company  used
$1,525,503 in cash flows from operating activities.

Liquidity

Under  its  primary  loan  agreement,   as   subsequently   amended  (the  "Loan
Agreement"),   the  Company  has  access  to  a  combined   credit  facility  of
$40,000,000.  The term of the Loan  Agreement  is five years.  The loans have an
interest rate choice of prime plus 1/4% or LIBOR (Adjusted Eurodollar Rate) plus
two hundred seventy-five basis points. Under this credit facility,  both the KPR
Companies  and RYKA may  borrow up to the amount of their  revolving  line based
upon  85% of  their  eligible  accounts  receivable  and 65% of  their  eligible
inventory, as those terms are defined in the Loan Agreement.  The Loan Agreement
also includes 50% of  outstanding  import  letters of credit as  collateral  for
borrowing.

                                       12
<PAGE>

In addition to the revolving lines of credit  described  above,  the lender will
over-advance  to  the  Company  an  additional  $3,000,000,  over  the  existing
collateral,  for  additional  import  letters  of  credit  needed  for  seasonal
production of new merchandise for the Spring 1999 and Fall 1999 seasons.

Among other things, the Loan Agreement,  as amended,  requires the KPR Companies
and RYKA to achieve annual earnings before  interest,  taxes,  depreciation  and
amortization  ("EBITDA")  of $5,000,000  and it limits the Company's  ability to
incur additional indebtedness,  make payments on subordinated indebtedness, make
capital  expenditures,  sell assets,  and pay dividends.  At March 31, 1999, the
Company was not in compliance with the EBITDA  covenant.  The Company obtained a
waiver  from the bank with  respect to this  covenant.  Because  there can be no
assurance  that the Company  will be in  compliance  with this  covenant for any
period  subsequent  to March 31, 1999,  the Company has  classified  the amounts
outstanding under this line as a current  liability.  The Company plans to enter
into  negotiations  with its lender to modify the terms of the Loan Agreement to
return itself to compliance.

At March 31, 1999, the aggregate outstanding under this line was $24,442,675. At
March 31, 1999, based on available  collateral and outstanding import letters of
credit commitments, an additional $116,792 (including the seasonal over-advance)
was available on this line for borrowing.

The Company has an additional  line of credit of  approximately  $20,000,000 for
use by the Gen-X  Companies,  which is available for either direct  borrowing or
for import  letters of credit.  The loan bears  interest  at prime plus one half
percent and is secured by a general security  agreement  covering certain of the
Gen-X Companies'  assets. At March 31, 1999, draws of approximately  $10,000,000
plus net bank  overdrafts of $173,607 were committed  under this line and, based
on available collateral and outstanding import letters of credit commitments, an
additional $4,331,613 was available on this line for borrowing.

As of the closing of the Loan  Agreement,  the KPR Companies owed Michael Rubin,
its Chairman and CEO,  subordinated debt of $3,055,841 which is comprised of (i)
a loan from Mr. Rubin to the KPR Companies in the principal  amount of $851,440,
plus accrued and unpaid  interest on such loan of $180,517  through  October 31,
1997  and  (ii) a note  in  the  principal  amount  of  $2,204,401  representing
undistributed Subchapter S corporation retained earnings previously taxed to him
as the sole  shareholder of the KPR Companies.  No interest  accrued on the note
representing  Subchapter S corporation earnings until December 15, 1997 at which
time the interest began to accrue on such note at a choice of prime plus 1/4% or
LIBOR (Adjusted Eurodollar Rate) plus two hundred seventy-five basis points. The
Loan Agreement and the related  Subordination  Agreement  allowed the Company to
repay Mr. Rubin  $1,000,000 of the  subordinated  debt principal and the accrued
interest of $180,517 at the time of the closing of the Loan  Agreement or within
five days thereafter,  subject to there being  $2,000,000 of availability  under
the KPR  Companies'  credit line after taking into account such  payments.  Such
payments  were made to Mr.  Rubin on November 26,  1997.  In addition,  the Loan
Agreement  and the  Subordination  Agreement  permit the KPR  Companies  to make
continued  regular payments of interest on the subordinated  debt and to further
reduce  principal on a quarterly  basis,  commencing  with the first  quarter of
1998, in an amount up to 50% of the cumulative  consolidated  net income of both
borrowers,  reduced by net losses of the  borrowers  during such period.  During
1998,  aggregate  principal  payments of $250,000 were made. No payments on this
subordinated debt have been made to date in 1999.

The Company has made certain commitments with respect to developing the internet
businesses of several sporting goods retailers.  The Company is going to have to
raise  significant  capital to meet these commitments and to continue to support
its existing Branded and Off-Price and Action Sports  divisions.  The Company is
currently  evaluating  several proposals to raise additional capital and expects
to raise  such  capital by the end of the  second  quarter  of 1999.  There are,
however, no assurances that the Company will be able to raise such capital.

                                       13
<PAGE>

YEAR 2000

The Company recognizes the importance of advanced computerization in maintaining
and  improving  its level of service,  internal and external  communication  and
overall  competitive  position.  The Company maintains a management  information
system  that  provides,   among  other  things,   comprehensive  customer  order
processing, inventory, production, accounting and management information for the
marketing,  selling,  manufacturing and distribution  functions of the Company's
business. The Company has created a Year 2000 project team which is coordinating
efforts to evaluate,  identify,  correct or  reprogram,  and test the  Company's
existing  systems Year 2000 compliance.  The Company is currently  enhancing its
key information systems to improve their functionality and increase performance.
These  upgrades  will also make  these  applications  Year 2000  compliant.  The
Company expects to finish this upgrade prior to the end of the second quarter of
1999 and does not expect  the costs of such  steps to have a material  impact on
the Company's results of operations,  financial  position,  liquidity or capital
resources. The Company is in the process of developing a contingency plan in the
event that the above  modifications  do not result in Year 2000  compliance.  In
addition to making its own systems  Year 2000  compliant,  the Company is in the
process of contacting its key suppliers and customers to determine the extent to
which the systems of such  suppliers and  customers are Year 2000  compliant and
the extent to which the  Company  could be effected by the failure of such third
parties to become Year 2000 compliant. The Company cannot presently estimate the
impact of the failure of such third parties to become Year 2000  Compliant.  See
"Risk Factors - Risks  Relating to Year 2000  Compliance"  in the Company's most
recent Form 10-K.
                                       14
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See the information set forth in Item 7A of the Company's  Annual Report on Form
10-K for the year ended December 31, 1998.

                                       15
<PAGE>

PART II -- OTHER INFORMATION


ITEM 1.       LEGAL PROCEEDINGS

              Not Applicable.

ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS

              Not Applicable.

ITEM 3.       DEFAULTS ON SENIOR SECURITIES

              Not Applicable.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

              Not Applicable.

ITEM 5.       OTHER INFORMATION

              Not Applicable.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

           (a)  Exhibits

                10.19      Employment  Agreement  dated March 28, 1999 by and 
                           between  the  Registrant  and Michael
                           Golden.

                10.40-G    Consent and Amendment No. 7 to the Loan Documents by
                           and among KPR Sports  International,
                           Inc., RYKA Inc. and Foothill Capital Corporation.

                27.1       Financial  data  schedule for the  three-month  
                           period  ended March 31, 1999  (electronic
                           filing only).

           (b)  Reports on Form 8-K

              The Company  filed a Current  Report on Form 8-K/A  (Amendment  to
              Form 8-K dated May 12,  1998) on February 8, 1999  containing  the
              Gen-X Companies  historical  financial  statements and Company pro
              forma financial information.

                                       16
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.


                                               GLOBAL SPORTS, INC.



DATE:  May 14, 1999            By:          /s/ Michael G. Rubin
                                  ----------------------------------------------
                                                Michael G. Rubin
                                             Chairman of the Board &
                                             Chief Executive Officer

DATE:  May 14, 1999             By:         /s/ Steven A. Wolf
                                  ----------------------------------------------
                                                Steven A. Wolf
                                               Vice President &
                                           Chief Financial Officer





                                       17