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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K

(Mark One)

For the Fiscal Year Ended March 31, 2005

OR

Commission file number 001-11112

American Media Operations, Inc.

(Exact name of the registrant as specified in its charter)

Registrant’s telephone number, including area code

(561) 997-7733

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

As of June 29, 2005, 7,507.6 shares of registrant’s common stock were outstanding. The common stock is privately held and, to the knowledge of registrant, no shares have been sold in the past 60 days.

Documents Incorporated by Reference

None

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AMERICAN MEDIA OPERATIONS, INC.

FORM 10-K

For the Fiscal Year Ended March 31, 2005

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PART I

Item 1. Business

Unless the context otherwise requires, references in this Annual Report on Form 10-K to the “Company” or “us”, “we” or “our” are to American Media Operations, Inc. and its subsidiaries. All references to a particular fiscal year up to and including our fiscal year 2004 are to the four fiscal quarters ended the last Monday in March of the fiscal year specified. Beginning with the fiscal quarter ended March 31, 2005 and thereafter, we changed our fiscal year end to a calendar (or March 31, 2005) year end from a publishing calendar (or March 28, 2005) year end. This resulted in three additional days of operating expenses in our fourth fiscal quarter of fiscal year 2005. This change did not have any impact on our revenues.

We were incorporated under the laws of Delaware in February 1981 and are a wholly-owned subsidiary of American Media, Inc. (“Media,” or, together with its subsidiaries, “AMI”). We conduct all of Media’s operations and represent substantially all of Media’s assets. Our headquarters and principal executive offices are located at 1000 American Media Way, Boca Raton, FL 33464 and our telephone number is (561) 997-7733.

On May 7, 1999 all of the common stock of Media was purchased by EMP Group LLC (the “LLC”), a Delaware limited liability company, pursuant to a merger of Media and EMP Acquisition Corp. (“EMP”), a wholly owned subsidiary of the LLC. Upon consummation of this transaction, EMP was merged with and into Media (the “Merger”) resulting in a change in ownership control of both Media and the Company. As a result of this change in control, as of the Merger date we reflected a new basis of accounting that included the elimination of historical amounts of certain assets and liabilities and the revaluation of certain of our tangible and intangible assets at fair value.

On November 1, 1999, we 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 (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.

On February 14, 2002, we issued $150 million in aggregate principal amount of 10.25% Series B Senior Subordinated Notes due 2009 through a private placement. The gross proceeds from the offering were approximately $150.8 million including the premium on the notes. We used the gross proceeds of the offering to (a) make an approximately $75.4 million distribution to the LLC, (b) to prepay approximately $68.4 million of the term loans under our credit facility and (c) pay transaction costs. These notes are unsecured and subordinated in right of payment to all our existing and future senior indebtedness. These notes rank equally with all our existing and future senior subordinated indebtedness. These notes are guaranteed on a senior subordinated basis by all our current domestic subsidiaries.

On January 23, 2003, we acquired Weider Publications LLC, a newly formed company to which the magazine business of Weider Publications, Inc. and Weider Interactive Networks, Inc. (collectively, “Weider” or the “Weider Properties”) had been contributed by Weider Health and Fitness, Weider Health and Fitness, LLC and Weider Interactive Networks, Inc. (collectively, the “Sellers”). The aggregate purchase price paid by us was $357.3 million, which included a post-closing working capital adjustment of $7.3 million. Weider is the leading worldwide publisher of health and fitness magazines, with a total estimated monthly readership of 25 million in the United States, more than any other publisher in the health and fitness category. Weider currently publishes seven magazines, including Muscle & Fitness, Shape, Men’s Fitness, Flex, Fit Pregnancy, Natural Health and Shape en Espanol, with an aggregate average monthly circulation of approximately 4.2 million copies. In connection with the acquisition of the Weider Properties, Media borrowed $140 million in a new tranche C-1 term loan and $150 million in senior subordinated notes, and issued $50 million of new equity in the LLC (of which approximately $8.8 million was an equity contribution from the Sellers).

As previously mentioned in connection with the Weider Properties, we issued $150 million in aggregate principal amount of 8.875% senior subordinated notes due 2011. The net proceeds from the offering were approximately $145.9 million including the discount on the notes. We used the net proceeds of the offering to fund a portion of the acquisition of Weider Publications LLC. The notes are unsecured and subordinated in right of payment to all our existing and future senior indebtedness. The notes rank equally with all our existing and future senior subordinated indebtedness. The notes are guaranteed on a senior subordinated basis by all our current domestic subsidiaries.

On April 17, 2003, we completed a series of transactions whereby principals and affiliates of Evercore Partners (“Evercore”) and

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Thomas H. Lee Partners (“T.H. Lee”), David J. Pecker (the Chief Executive Officer of the Company), other members of management and certain other investors contributed approximately $434.6 million in cash and existing ownership interests of the LLC, our ultimate parent, valued at approximately $73.3 million, to a merger vehicle which was merged with and into the LLC in exchange for newly issued ownership interests of the LLC. These transactions are referred to collectively as the “Recapitalization” in this Form 10-K. Please see “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for a summary of our ownership structure and Note 10 to the Consolidated Financial Statements.

Industry Data and Circulation Information

Information contained in this Form 10-K concerning publishing industry data, circulation information, rankings, readership information (e.g., multiple readers per copy) and other industry and market information, including our general expectations concerning the publishing industry, are based on estimates prepared by us based on certain assumptions and our knowledge of the publishing industry as well as data from various third party sources. These sources include, but are not limited to, the report of the Audit Bureau of Circulations (“ABC”), BPA Circulation Statements, Statement of Ownership figures filed with the U.S. Postal Service (“BPA”), Mediamark Research Inc. (“MRI”) syndicated research data and Veronis Suhler Stevenson research data. While we are not aware of any misstatements regarding any industry data presented in this Form 10-K, we have not independently verified any of the data from any of these sources and, as a result, this data may be imprecise. Our estimates, in particular as they relate to our general expectations concerning the publishing industry, involve risks and uncertainties and are subject to change based on various factors.

Unless otherwise indicated, all average circulation information for our publications is an average of actual single copy circulation for the fiscal year ended March 31, 2005. All references to “circulation” are to single copy and subscription circulation, unless otherwise specified.

We are a leading publisher in the field of celebrity, health & fitness, country music and Spanish language magazines, as well as general interest titles. Our publications include Star, Shape, Celebrity Living, Men’s Fitness, Fit Pregnancy, Natural Health, Muscle & Fitness, Flex, Shape en Espanol, Looking Good Now, National Enquirer, Globe, Country Weekly, Mira!, and other weekly and monthly publications. We are the leader in total weekly single copy circulation of magazines in the United States and Canada with approximately 28% of total U.S. and Canadian circulation for audited weekly publications. Total average newsstand and subscription circulation per issue is approximately 6.2 million copies for our consumer publications (including Star) and 2.6 million copies for our tabloid publications, for an aggregate average newsstand and subscription circulation of 8.8 million copies.

On January 23, 2003, we acquired Weider Publications LLC, a newly formed company controlled by Weider Health and Fitness. Weider is the leading worldwide publisher of health and fitness magazines, with a total estimated monthly readership of 25 million in the United States, more than any other publisher in the health and fitness category.

We derive approximately 63% of our revenues from circulation, predominantly single copy sales in retail outlets, and the remainder from advertising and other sources. Our publications are distributed in approximately 145,000 retail outlets in the United States and Canada, representing, in the opinion of management, substantially complete coverage of periodical outlets in these countries. Distribution Services, Inc. (“DSI”), our subsidiary, arranges for the placement, merchandising, and sales and marketing of our publications and third-party publications at retail outlets throughout the United States and Canada. In addition, DSI provides sales of marketing, merchandising and information-gathering services for third parties including non-magazine clients.

Our consumer publications include the following titles:

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Our tabloid publications include the following titles:

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Circulation

Total average newsstand and subscription circulation per issue is approximately 6.2 million copies for our consumer publications and 2.6 million copies for our tabloid publications, for an aggregate average newsstand and subscription circulation of 8.8 million copies. Our tabloid titles have historically had greater single copy circulation while our consumer titles are more subscription based. For fiscal 2005, approximately 85% of circulation revenue and 53% of total operating revenue were generated by single copy circulation.

Subscription Sales

Our overall strategy with respect to subscriptions is to obtain the highest quality subscriptions in meeting our circulation rate base. We accomplish this strategy by focusing on direct sales of our titles by us through inserts, direct mailings and in-house advertisements in the respective magazines. In fiscal 2005, approximately 15% of our total revenues from circulation were from subscription sales.

Advertising Revenues

Our advertising revenues are generated by national advertisers, including sports nutrition products, automotive, entertainment, packaged goods, pharmaceutical, sports apparel, beauty and cosmetics, fashion, tobacco and direct response.

Production and Distribution

Outside vendors perform all of the pre-press operations for our publications and are responsible for transmitting files electronically to our third party printing plants. During our fiscal year ended March 31, 2005, we renegotiated our pre-press contract for our Weider publications resulting in a new contract that expires in our fiscal 2016 with R.R. Donnelley & Sons Company (“RR Donnelley”). The pre-press operations for all of our other publications are under contract with an unrelated third party vendor.

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During fiscal 2005, we also renegotiated our third party printing contracts for our publications. We have a printing agreement expiring in our fiscal year 2016 with RR Donnelley to print National Enquirer, Globe, Shape, Men’s Fitness, Fit Pregnancy, Muscle & Fitness, Flex, Natural Health, National Examiner, Weekly World News, Sun, Mira! and Country Weekly. Additionally, we have printing agreements with Quad/Graphics, Inc. to print Star expiring in our fiscal year 2014, and Trend Offset Printing, Inc. to print Star expiring in our fiscal year 2009.

We believe our relationships with our pre-press and printing companies are adequate and that there are printing facilities available elsewhere, should the need arise.

Once printed, the copies are distributed primarily by four regional wholesalers, which we estimate represent 83% of the newsstand distribution market, as well as several smaller wholesalers who represent the remaining 17%, in the United States and Canada, which deliver the requisite number of copies to approximately 145,000 retail sales locations.

The principal raw materials utilized by our publications are paper and ink. Paper is purchased directly from several suppliers based upon pricing and, to a lesser extent, availability. Both paper and ink are commodity products with pricing affected by demand, capacity and economic conditions. We believe that adequate sources of supply are, and will continue to be, available to fulfill our requirements. Our operating income may be significantly affected by the price of paper used in our publications. We have currently committed a significant portion of our volume and pricing requirements with our major suppliers through March 2006 and are currently in negotiations to renew our pricing commitments through the end of our fiscal 2007.

Marketing and Merchandising

We have established, through DSI, our own marketing organization whose primary function is to arrange for the sales and marketing, placement and merchandising of our publications and third-party publications at retail outlets throughout the United States and Canada. DSI does not physically distribute our publications. All distribution of our publications is made through third-party distributors. DSI negotiates and arranges for the placement, merchandising, and sales and marketing of our publications and third-party publications at each retailer’s place of business. DSI’s placement services relate to securing the rack location at which our publications and third-party publications will be displayed at each retailer. DSI’s merchandising services relate to various services performed by DSI to ensure that our third-party distributors properly distribute our publications and third-party publications to the correct rack locations at each retailer. DSI’s sales and marketing services relate to various promotional activities performed by DSI to increase our publications’ and third-party publications’ newsstand sales at retail locations.

In addition to the services DSI provides for our publications, DSI acts as a “category captain” for approximately 40% (based on our estimates) of all new front-end racking programs accounting for 65% of all the racks placed annually in the United States and Canada by supermarkets and other retailers. Recently, DSI has begun to leverage its network of field representatives, which are regularly in retail outlets performing its services, by expanding its services to provide merchandising, resetting of rack programs and other information gathering services to consumer product companies outside the publishing industry. We have expanded the distribution of the Weider titles since the acquisition of the Weider Properties utilizing DSI’s retail relationships.

Approximately every three years, supermarkets and other retailers typically redesign their front-end racks, generally as part of store renovations or new store openings. As a “category captain,” DSI is selected by retailers to coordinate the design and installation of the front-end racks and the positioning of magazines for increased sales. Publishers, including AMI, which are allocated space on a rack enter into contracts directly with the retailer for the payment of fees (rack display payments) or other charges with respect to that space. DSI uses its role as “category captain” of new front-end rack programs initiated annually by retailers in the United States to achieve better placement of our publications and of the publications of DSI’s third-party publishing clients.

Some of DSI’s third-party publishing clients include Hachette Filipacchi, which publishes Woman’s Day and Elle; Gruner + Jahr, recently acquired by Meredith Corporation, which publishes Family Circle, Fitness, Parents and YM; Newsweek, Inc., which publishes Newsweek; Bauer Publishing, which publishes First for Women, Woman’s World, Life & Style and In-Touch; Rodale, Inc., which publishes Prevention, Men’s Health and Organic Style; General Mills, which publishes Pillsbury and Betty Crocker; and New York Magazine Holdings, which publishes New York Magazine and specials. Some of DSI’s third-party non-publishing clients include Kroger, Pfizer, Cadbury Adams, Source Interlink and Frontline Marketing Inc.

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Other Businesses

On November 27, 2000, we sold our 80% owned subsidiary, Frontline Marketing (“FMI”), to the minority shareholder for a $2.5 million note receivable (see Note 11 to the Consolidated Financial Statements).

We also had ancillary sales (primarily licensing, syndication, new media and product merchandise sales) of $10.2 million in fiscal 2005.

In connection with the Weider acquisition, we acquired Weider Interactive Networks, Inc. (“WIN”). WIN housed the online operations for Weider. We have recently incorporated the new media functions into various departments in the Company – content producers are in editorial for their respective titles, online ad sales are part of corporate ad sales and technology is part of information technology. Revenues are generated from advertising, content syndication, direct product sales, subscription sales and a subscription based interactive on-line weight loss and exercise program (iShape.com).

Competition

Star, National Enquirer, Mira!, Country Weekly and our other tabloids compete in varying degrees with other publications sold at retailers’ checkout counters, as well as forms of media concentrating on celebrity news, such as certain newspapers, magazines and television and radio programs. We believe that historical declines in single copy circulation of Star, National Enquirer and the tabloids have resulted in part from increased competition from these publications and forms of media. Competition for circulation is largely based upon the content of the publication, its placement in retail outlets and, to a lesser extent, its price. As part of our re-launch of Star as a 100 page glossy magazine, we physically moved Star copies in most retail outlets to be next to People magazine and away from the tabloid publications. Competition for advertising revenues is largely based upon circulation levels, readership, demographics, price and advertising results. We believe that our most significant direct competitors in the print media are Time Warner Inc. (which publishes People, In Style and Entertainment Weekly), Wenner Media, Inc. (which publishes US Weekly), and Bauer (which publishes In-Touch and Life & Style).

Each of our Weider specialty consumer magazines faces competition in its subject area from a variety of publishers and competes for readers on the basis of the high quality of its targeted editorial content. Competition for advertising revenues is largely based upon circulation levels, readership, demographics, price and advertising results. We believe that Weider’s most significant direct competitors include Conde Nast Publications, Inc. (which publishes Self), Gruner + Jahr Publishing, recently acquired by Meredith Corporation, which publishes Fitness, Parents and Child), Rodale Inc. (which publishes Men’s Health and Organic Style), Wenner Media, Inc. (which publishes Men’s Journal), Advanced Research Press (which publishes Muscular Development) and Muscle Media Publishing (which publishes Muscle Media).

DSI competes with two other companies providing marketing and distribution services.

Employee Relations

We currently employ approximately 841 full-time employees and 1,340 part-time employees. Approximately 1,464 of our employees, including almost all of our part-time employees, work for DSI. None of our employees are represented by any union or other labor organization. We have had no strikes or work stoppages during the last five years. We believe that our relations with our employees are good.

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Item 2. Properties

The following table sets forth certain information with respect to our principal locations as of March 31, 2005. All of such locations are leased. We consider the locations presently used for our operations as adequate for our present needs.

Item 3. Legal Proceedings

We are involved in a number of litigation matters which have arisen in the ordinary course of our business. Because the focus of our publications often involves controversial celebrities or subjects, the risk of defamation or invasion of privacy litigation arises in the ordinary course of our business. Our experience suggests that the claims for damages made in such lawsuits are heavily inflated. We do not believe that we are currently party to any pending legal action that could reasonably be expected to have a material adverse effect on our business, financial condition or results of operations.

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Item 4. Submission of Matters to a Vote of Security Holders

No items were submitted to a vote of our security holders during the fourth quarter of fiscal 2005.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

All of the Company’s common stock is owned by Media. Accordingly, there is no established public trading market for our common stock.

Item 6. Selected Financial Data

The selected financial data for each of the five fiscal years in the period ended March 31, 2005 below have been derived from the consolidated financial statements of the Company, which have been audited by independent certified public accountants. The following selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the Company’s Consolidated Financial Statements and Notes thereto and other financial information appearing elsewhere in this Form 10-K.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following is a discussion of our financial condition and results of operations for the three fiscal years ended March 31, 2005. This discussion should be read in conjunction with our consolidated financial statements and the related notes thereto.

Executive Summary

We are a leading publisher in the field of celebrity, health & fitness, country music and Spanish language magazines, as well as general interest titles. Our publications include Star, Shape, Celebrity Living, Men’s Fitness, Fit Pregnancy, Natural Health, Muscle & Fitness, Flex, Shape en Espanol, Looking Good Now, National Enquirer, Globe, Country Weekly, Mira!, and other weekly and monthly publications. We are the leader in total weekly single copy circulation of magazines in the United States and Canada with approximately 28% of total U.S. and Canadian circulation for audited weekly publications. Total average newsstand and subscription circulation per issue is approximately 6.2 million copies for our consumer publications (including Star) and 2.6 million copies for our tabloid publications, for an aggregate average newsstand and subscription circulation of 8.8 million copies.

On January 23, 2003, we acquired Weider Publications LLC, a newly formed company to which the magazine business of Weider Publications, Inc. and Weider Interactive Networks, Inc. had been contributed by Weider Health and Fitness, Weider Health and Fitness, LLC and Weider Interactive Networks, Inc. Weider Publications LLC currently publishes seven magazines, including Muscle & Fitness, Shape, Men’s Fitness, Flex, Fit Pregnancy, Natural Health and Shape en Espanol.

In fiscal 2005 and 2004, approximately 63% and 65% of our total operating revenues were from circulation, respectively. Single copy sales accounted for approximately 85% and 84% of such circulation revenues in fiscal years 2005 and 2004, respectively, and the remainder was from subscription sales.

Our advertising revenues are generated by national advertisers, including sports nutrition products, automotive, entertainment, packaged goods, pharmaceutical, sports apparel, beauty and cosmetics, fashion, tobacco and direct response. In fiscal 2005 and 2004, approximately 31% and 29% of our total operating revenues were from advertising, respectively.

Our primary operating costs and expenses are comprised of editorial, production, distribution, circulation and selling, general and administrative expenses. The largest components of our costs are related to production, which includes printing and paper expenses, and circulation. Circulation costs primarily include the costs associated with subscription fulfillment and subscription postage.

Results of Operations

The financial information provided in the table below for the fiscal year 2003 is pro forma for the Weider acquisition.

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Circulation. The following table sets forth average circulation and U.S. cover prices for our significant publications for the fiscal years 2003, 2004 and 2005 on a pro forma basis for the fiscal year 2003 for the Weider acquisition.

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Comparison of Fiscal Year Ended March 31, 2005 to Fiscal Year Ended March 29, 2004

During the fourth quarter of fiscal year 2005, the Company changed its reporting period from a 52-53 week year ending on the last Monday in March to a calendar month reporting period ending March 31. As a result of this change, the fourth quarter of fiscal year 2005 comprises three additional days of operating expenses. This change did not have any impact on our revenues for the fiscal year ended March 31, 2005. The three additional days decreased gross profit and net income by approximately $1.0 million and $0.6 million, respectively.

Revenues

Total operating revenues were $536.6 million for fiscal 2005. Operating revenues increased by $20.9 million or 4.1%. This increase was primarily due to an increase in single copy revenues of $3.7 million and an increase in advertising revenues of $19.7 million. These increases were primarily related to higher advertising and circulation revenues of Star, $6.2 million (56.7%) and $22.6 million (27.6%), respectively, and increased advertising revenues from the Weider titles of $14.4 million compared to the prior fiscal year. These increases were partially offset by a 10.1% decline in newsstand units for our tabloid publications when compared to the prior fiscal year (see above table for detail by title e.g. National Enquirer 11.1%, Globe 5.0%), as well as a 4.5% decline in subscription revenue. This compares to an industry wide single copy decline for checkout title units of approximately 2.3% versus the prior year. Contributing to the tabloid decline in unit sales were factors including recent strong competition from new launches in the tabloid category, particularly from US Weekly, In Touch and Life & Style continued media fragmentation and competition from electronic media and a less favorable retail environment as people are shopping less frequently at traditional outlets.

Operating Expenses

Total operating expenses for fiscal 2005 increased by $47.7 million, or 11.9%, when compared to the prior fiscal year. These increases in operating expenses were primarily due to the increased cost structure of Star as a glossy magazine ($27.1 million), higher

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subscription related costs ($3.1 million), an increase in general and administrative expenses ($8.6 million) including legal charges, medical insurance, facility related costs and three extra days of payroll expense due to the change in our fiscal year end, and an increase in advertising sales expense related to our increases in advertising revenues ($4.8 million). The increase in Star related expenses included $11.7 million related to an upgrade in paper, $6.4 million relating to printing additional copies primarily for subscriptions, $4.1 million relating to subscription fulfillment and acquisition costs and promotional launch costs of $4.2 million.

Workforce Reduction

During the fiscal year ended March 31, 2005, we initiated a plan to relocate National Enquirer to New York City. Our relocation plan involved the termination of 34 employees and hiring employees in our New York City location. This activity resulted in a charge of $2.3 million for termination benefits and $0.2 million for costs associated with the relocation of employees. These costs were included in operating expenses for the fiscal year ended March 31, 2005. Through March 31, 2005, we paid no termination benefits and paid $0.2 million of costs associated with relocation of existing employees. We have an accrual at March 31, 2005 of $2.3 million for the termination benefits associated with this action, which approximates fair value due to the short-term nature of the payments. These severance benefits will be paid out through December 2006. We have completed this restructuring plan.

During the fiscal year ended March 29, 2004, we initiated a plan to relocate Star and Mira! to New York City. Our relocation plan involved the termination of 94 employees and hiring employees in our New York City location. This activity resulted in a charge of $2.6 million for termination benefits and $0.1 million for costs associated with the relocation of existing employees. These costs were included in operating expenses for the fiscal year ended March 29, 2004. Through March 31, 2005, we paid termination benefits totaling $2.6 million and paid $0.1 million of costs associated with relocation of existing employees. These severance benefits were paid out through October 2004. We have completed this restructuring plan.

Interest Expense

Interest expense increased for the current fiscal year by $10.5 million to $85.5 million compared to the prior fiscal year. This increase in interest expense relates to increased interest expense of $3.7 million for the current fiscal year related to our interest rate swap agreement versus a decline of $4.4 million in the prior year’s results. Additionally, there was a higher effective interest rate during the current fiscal year of 4.6% as compared to 4.0% in the prior fiscal year.

Income Taxes

Provision for income taxes decreased from fiscal 2004 to fiscal 2005 by approximately $13.8 million due to the overall decrease in pre-tax income.

Comparison of Fiscal Year Ended March 29, 2004 to Fiscal Year Ended March 31, 2003

Please note that our fiscal year ended March 29, 2004 includes 52 weeks of operations versus 53 weeks for the prior fiscal year. Additionally, our fiscal year ended March 29, 2004 includes 53 issues for our weekly publications due to a change in our on-sale dates to be consistent with our primary competitors.

Revenues

Total operating revenues were $515.7 million for fiscal 2004. Operating revenues increased by $115.9 million or 29.0%, from the prior fiscal year primarily due to the Weider acquisition ($143.8 million – circulation revenue of $48.6 million; advertising revenue of $88.7 million; and other revenue of $6.5 million). This was partially offset by a decline in circulation revenues for the non-Weider AMI titles of $27.9 million. Advertising and other revenue for the non-Weider AMI titles were in line with the prior fiscal year.

The decline in circulation revenues for the non-Weider AMI titles was primarily due to a 14.9% decline in unit sales (see above table for detail by title e.g. National Enquirer 14.4%, Star 14.7%, Globe 13.8%) partially offset by an average cover price increase of approximately 5% (net revenue decline of 10%). This compares to an industry wide decline for checkout title units of approximately 11% versus the prior year. Contributing to the tabloid decline in unit sales were factors including recent strong competition from new launches in the tabloid category, particularly from US Weekly and In Touch, continued media fragmentation and competition from electronic media, and a less favorable retail environment as people are shopping less frequently at traditional outlets.

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Operating Expenses

Total operating expenses for fiscal year 2004 increased by $119.0 million when compared to the prior fiscal year. This increase was primarily due to the Weider acquisition and increased operating expenses related to producing the expanded and glossy versions of the Star. The Weider acquisition operating expenses increase was $103.3 million (editorial of $16.6 million; production of $34.1 million; distribution, circulation and other cost of sales of $18.5 million; depreciation of $1.7 million; amortization of $7.3 million; and selling, general and administrative expense of $25.1 million). The increased operating expenses related to producing the expanded and glossy versions of Star were $9.9 million, primarily the result of producing 13% more pages in fiscal 2004 versus the prior year. In addition, these incremental pages were produced on coated paper stock whereas all pages produced in the prior year were on newsprint. This upgrade in paper contributed approximately $2 million of the $9.9 million of incremental expenses. The operating expense increase was also due to a net gain on our insurance settlement related to the Boca building included as a reduction of operating expenses for the prior fiscal year ($7.6 million). These operating expense increases were offset by an overall workforce reduction at our tabloid publications and corporate office during fiscal 2004.

Workforce Reduction

During fiscal 2004, we initiated a plan to relocate the Star and Mira! publications to New York City. Our relocation plan involved the termination of 94 employees. This activity resulted in a charge of $2.6 million for termination benefits and $0.1 million for costs associated with the relocation of existing employees. Through March 29, 2004 we paid termination benefits totaling $2.2 million and paid $0.1 million of costs associated with relocation of existing employees. We had an accrual at March 29, 2004 of $0.4 million for the remaining termination benefits associated with this action. These severance benefits were paid out through October 2004. We have fully completed this restructuring plan.

Interest Expense

Interest expense increased for fiscal 2004 by $14.9 million to $75.0 million compared to the prior fiscal year. This increase in interest expense is primarily due to the $290 million of increased debt related to the Weider acquisition ($15.3 million). In addition, the recognition of the fair value and payments received in fiscal 2004 for various interest rate swap transactions ($4.4 million) compares to $7.3 million received in the prior fiscal year for similar interest swap transactions. Offsetting this increase is a lower effective interest rate during fiscal 2004 (average interest rate in fiscal 2004 was 4.0% versus 5.0% in fiscal 2003).

Income Taxes

Provision for income taxes decreased from fiscal 2003 to fiscal 2004 by approximately $6.6 million, or 30.8%, due primarily to the overall decrease in pre-tax income.

Liquidity and Capital Resources

Our primary sources of liquidity are cash generated from operations and amounts available to be borrowed under our bank credit agreement (the “Credit Agreement”). The Credit Agreement is comprised of three separate term loan commitments and a $60 million revolving credit commitment. As of March 31, 2005, we had cash and cash equivalents of $9.1 million, no amounts outstanding on the revolving credit facility and working capital of $1.7 million. Our low working capital resulted principally from our policy of using available cash to reduce borrowings under our Credit Agreement which are recorded as non-current liabilities, thereby reducing current assets without a corresponding reduction in current liabilities.

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 provide the liquidity necessary to meet our financial commitments for at least the next twelve months. As of March 31, 2005, there were no amounts outstanding on the revolving credit facility. Our revolving credit commitment expires in April 2006 and our Credit Agreement expires in April 2007. We believe that, based upon our current level of operations and anticipated growth, it will be necessary to refinance the Credit Agreement by June 2006 and the subordinated notes upon their maturity. To the extent we make future acquisitions, we may require new sources of funding, including additional debt, 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.

Cash provided by operating activities was $28.5 million for the fiscal year ended March 31, 2005. Cash used in investing activities was $23.2 million for the fiscal year ended March 31, 2005. During fiscal 2005 we used $18.6 million for capital expenditures related to rack acquisitions and $4.8 million related to all other capital expenditures.

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Cash used in financing activities was $18.1 million for the fiscal year ended March 31, 2005. During fiscal 2005 we made term loan repayments of $16.4 million and incurred deferred debt costs of $1.5 million. Our ability to make scheduled payments of principal and interest under the Credit Agreement and the subordinated 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 March 31, 2005, our outstanding indebtedness totaled $974.0 million, of which $424.0 million represented borrowings under the Company’s Credit Agreement. As of March 31, 2005, there were no amounts outstanding under the revolving credit commitment.

We amended our Credit Agreement on June 21, 2005. This amendment to our Credit Agreement made certain financial maintenance covenants less restrictive. Our Credit Agreement requires us to be in compliance with certain financial maintenance covenants which include but are not limited to, maintaining a total leverage ratio (consolidated total debt to debt covenant EBITDA) less than 6.95 through March 31, 2005 and less than 7.50 from April 1, 2005 through the maturity of the Credit Agreement. Our Credit Agreement also requires us to maintain a senior leverage ratio (consolidated total senior debt to debt covenant EBITDA) less than 3.00 through March 31, 2005 and less than 3.50 from April 1, 2005 through the maturity of the Credit Agreement. In addition, we must maintain an interest expense coverage ratio (debt covenant EBITDA to consolidated interest expense) greater than 1.75 through March 31, 2005 and greater than 1.50 from April 1, 2005 through the maturity of the Credit Agreement. We must also maintain a fixed charge coverage ratio (debt covenant EBITDA minus taxes paid in cash to consolidated fixed charges) greater than 1.10, through the maturity of the Credit Agreement. The Credit Agreement also contains certain covenants that, among others, restrict paying cash dividends, incurring additional indebtedness, entering into certain mergers or consolidations, making capital expenditures and selling or otherwise disposing of assets. As of March 31, 2005, the Company was in compliance with all of these covenants and conditions. The Company’s total leverage ratio as of March 31, 2005 was 6.67, our senior leverage ratio was 2.90, our interest expense coverage ratio was 1.85 and our fixed charge coverage ratio was 1.72. Additionally, as of March 31, 2005, we were in compliance with all of the covenants and conditions of our Credit Agreement. Although there can be no assurances, based on current projections, we anticipate that our operating results over the next twelve months will be sufficient to satisfy the financial covenants and conditions of our Credit Agreement, as amended.

The effective interest rate under the Credit Agreement, including amounts borrowed under the term loan commitments and revolving credit commitment, as of March 31, 2005, was 5.4%, and the weighted average interest rates for the fiscal years 2003, 2004 and 2005 were 5.0%, 4.0%, and 4.6%, respectively.

As described above, calculations of the leverage ratios, the interest expense coverage ratio and the fixed charge coverage ratio utilize debt covenant EBITDA. The following table and discussion summarizes debt covenant EBITDA for the fiscal years ended March 31, 2003, March 29, 2004 and March 31, 2005 (dollars in 000’s). Debt covenant EBITDA should not be construed as a measurement of financial performance. Debt covenant EBITDA is presented to identify add-backs to and deductions from net income as required under the terms of our Credit Agreement. Accordingly, debt covenant EBITDA is presented as it is a meaningful measure of our debt compliance. Non-compliance with these maintenance covenants could result in the termination of the commitments under the Credit Agreement and the requirement to immediately repay all amounts outstanding under the Credit Agreement.

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Effective March 26, 2002, we entered into two interest rate swap agreements, which effectively converted a portion of our fixed-rate debt to variable rate debt. The first agreement, which was originally scheduled to expire in May 2004, had a notional amount of $125 million. Under this agreement, we were to receive a fixed rate of 10.25% and were to pay LIBOR in arrears plus a spread of 5.265%. The second agreement, which was originally scheduled to expire in May 2005, had a notional amount of $25 million. Under this agreement, we were to receive a fixed rate of 10.25% and we were to pay LIBOR in arrears plus a spread of 4.885%. On June 29, 2002, we received $3,277,000 to terminate these two interest rate swap agreements. This amount received was recognized as a reduction of interest expense for the fiscal year ended March 31, 2003.

Additionally, effective June 28, 2002, we entered into two new interest rate swap agreements, which effectively converted a portion of fixed-rate debt to variable rate debt. The first agreement, which was originally scheduled to expire in May 2004, had a notional amount of $125 million. Under this agreement, we were to receive a fixed rate of 10.25% and pay LIBOR in arrears plus a spread of 6.49%. The second agreement, which was originally scheduled to expire in May 2005, had a notional amount of $25 million. Under this agreement, we were to receive a fixed rate of 10.25% and pay LIBOR in arrears plus a spread of 5.99%. On October 8, 2002, we received $3,978,000 to terminate these two interest rate swap agreements, which was recognized as a reduction of interest expense for the fiscal year ended March 31, 2003.

Effective August 20, 2003, we entered into an interest rate swap agreement, which effectively converted a portion of our fixed-rate debt to variable rate debt. The agreement is scheduled to expire in January 2007 and has a notional amount of $150 million. Under this agreement, we received a fixed rate of 8.875% and pay LIBOR in arrears plus a spread of 5.38% subject to a collar adjustment. As of March 31, 2005, the fair value of this swap was a liability of $2,300,000. The change in the fair value of the swap has been recognized as an addition to interest expense for the fiscal year ended March 31, 2005. On January 15, 2004, we received $1,635,000 in connection with the interim settlement of this swap agreement. On July 15, 2004, we received $1,166,000 in connection with the interim settlement of this swap agreement. Additionally, on January 18, 2005, we received $213,000 in connection with the interim settlement of this swap agreement. The next reset date for this swap agreement is July 15, 2005. At each reset date the Company either receives or pays money based on the current interest rates as of that date.

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.

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We have no material assets or operations other than the investments in our subsidiaries. The subordinated notes are unconditionally guaranteed, on a senior subordinated basis, by all of our material subsidiaries. Each domestic 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 subordinated 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 wholly owned domestic 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 Credit Agreement, and are also effectively subordinated to all secured obligations of note guarantors to the extent of the assets securing such obligations, including the Credit Agreement. 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, as these disclosures are not applicable under SEC rules and regulations.

So long as the factors set forth in the paragraph immediately above remain true and correct, under applicable SEC rules and regulations, our note guarantors will not need to individually comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (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.

Contractual Obligations

The impact that our aggregate contractual obligations as of March 31, 2005 are expected to have on our liquidity and cash flow in future periods is as follows (dollars in 000’s):

New Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). In December 2003, the FASB revised and re-issued FIN 46 (“FIN 46R”) to provide additional clarification and to defer the effective date. FIN 46R provides guidance on identifying variable interest entities (“VIE’s”) and assessing whether or not a VIE should be consolidated. Variable interests are contractual, ownership, or other monetary interests in an entity that change with changes in the fair value of the entity’s net assets exclusive of variable interests. This Interpretation was to be applied to all variable interest entities by the end of the first reporting period after March 15, 2004 (our fiscal year 2004).

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In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment”. This statement revises FASB Statement No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123(R) focuses primarily on the accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123(R) requires companies to recognize in the statement of operations the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions). This statement is effective as of the first fiscal year that begins after June 15, 2005. Accordingly, the Company will adopt SFAS 123(R) in its first quarter of fiscal 2007. The Company is currently evaluating the provisions of SFAS 123(R) and has not yet determined the impact that this statement will have on its results of operations or financial position.

Critical Accounting Policies and Estimates

Critical accounting policies are those that are both most important to the portrayal of a company’s financial position and results of operations, and require management’s most difficult, subjective or complex judgments. Although not all of the Company’s critical accounting policies require management to make difficult, subjective or complex judgments or estimates, the following policies and estimates are those that the Company deems most critical.

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles (“GAAP”). The preparation of these financial statements require us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to single copy sales, allowances for doubtful accounts, and allowances and the recoverability of long-lived assets including excess of purchase price over net assets acquired. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These form the basis of our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates which would affect our reported results from operations. We believe the following is a description of the critical accounting policies and estimates used in the preparation of our consolidated financial statements.

Allowances for doubtful accounts are estimated losses resulting from our customers’ failure to make required payments. We continually monitor collections from customers and provide a provision for estimated credit losses. We aggressively pursue collection efforts on these overdue accounts. If future payments by our customers were to differ from our estimates, we may need to increase or decrease our allowances for doubtful accounts.

We recognize our revenues and related receivables from newsstand or single copy sales based upon the estimated sale (for more recent issues) or actual sale (for less recent issues) of our publications. All of our publications are sold with full return privileges. Our national distributors provide us with weekly reporting on the actual returns by publication and by issue of each publication. We utilize this data as well as our long-term history of sales data by publication to estimate the actual anticipated sale of our publications and our experience has demonstrated that the actual sale of each issue of each magazine can be reasonably estimated based on this information. Our in-house circulation department has developed sophisticated financial models which we utilize when projecting the anticipated sale of our magazines. These models take into account, by publication, actual historical unit sales as a percentage of the total number of magazines published for each issue by publication, current return flow data provided by our national distributors relative to historical return flow data compared to actual historical unit sales and seasonal trends.

We record purchase price allocations for our acquisitions based on preliminary information received at the date of acquisition and based on our acquisition experience. These allocations are subject to adjustments and are finalized once additional information concerning asset and liability valuations is obtained, typically from an independent appraisal. The final asset and liability fair values may differ from the preliminary allocations. If the final allocations for the acquisitions differ from the preliminary allocations, we may need to increase or decrease our depreciation and/or amortization expense for the acquired assets.

We periodically evaluate whether events or circumstances have occurred that would indicate that long-lived assets, including property and equipment, goodwill and other intangible assets, may not be recoverable or that the remaining useful life may be impaired. When such events or circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value will be recovered through the expected future cash flows resulting from the use of the asset. If the results of this testing indicates an impairment of the carrying value of the asset, an impairment loss is recorded. The long-term nature of these assets requires the estimation of its cash inflows and outflows several years into the future and only takes into consideration

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circumstances known at the time of the impairment test. Future adverse changes in market conditions or poor operating results of the related business may indicate an inability to recover the carrying value of the assets, thereby possibly requiring an impairment charge to the carrying value of the asset in the future.

Various suits and claims arising in the ordinary course of business have been instituted against us. We have insurance policies available to recover potential legal costs. We periodically evaluate and assess the risks and uncertainties associated with litigation independent from those associated with our 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 our consolidated financial statements.

We account for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes,” which requires that deferred tax assets and liabilities be recognized, using enacted tax rates, for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. SFAS No. 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Our tax positions are subject to audit by various taxing authorities. While we believe we have provided for our income tax liabilities in our consolidated financial statements, adverse determinations by taxing authorities could have a material adverse effect on our consolidated financial condition and results of operations.

Forward-Looking Statements

Some of the information presented in this Annual Report on Form 10-K 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:

Item 7A. Quantitative and Qualitative Disclosures about Market Risks

We are exposed to certain market risks that are inherent in our financial statements. We are subject to interest rate risk on our credit facilities and any future financing requirements. Our fixed rate debt consists primarily of senior subordinated notes.

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 would have resulted in a change of $5.7 million in our interest expense for the year ended March 31, 2005.

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Effective March 26, 2002, we entered into two interest rate swap agreements, which effectively converted a portion of our fixed-rate debt to variable rate debt. The first agreement, which was originally scheduled to expire in May 2004, had a notional amount of $125 million. Under this agreement, we were to receive a fixed rate of 10.25% and were to pay LIBOR in arrears plus a spread of 5.265%. The second agreement, which was originally scheduled to expire in May 2005, had a notional amount of $25 million. Under this agreement, we were to receive a fixed rate of 10.25% and we were to pay LIBOR in arrears plus a spread of 4.885%. On June 29, 2002, we received $3.3 million to terminate these two interest rate swap agreements. This amount received was recognized as a reduction of interest expense for the fiscal year ended March 31, 2003.

Additionally, effective June 28, 2002, we entered into two new interest rate swap agreements, which effectively converted a portion of fixed-rate debt to variable rate debt. The first agreement, which was originally scheduled to expire in May 2004, had a notional amount of $125 million. Under this agreement, we were to receive a fixed rate of 10.25% and pay LIBOR in arrears plus a spread of 6.49%. The second agreement, which was originally scheduled to expire in May 2005, had a notional amount of $25 million. Under this agreement, we were to receive a fixed rate of 10.25% and pay LIBOR in arrears plus a spread of 5.99%. On October 8, 2002, we received $4.0 million to terminate these two interest rate swap agreements, which was recognized as a reduction of interest expense for the fiscal year ended March 31, 2003.

Effective August 20, 2003, we entered into an interest rate swap agreement, which effectively converted a portion of our fixed-rate debt to variable rate debt. The agreement is scheduled to expire in January 2007 and has a notional amount of $150 million. Under this agreement, we received a fixed rate of 8.875% and pay LIBOR in arrears plus a spread of 5.38% subject to a collar adjustment. As of March 31, 2005, the fair value of this swap was a liability of $2.3 million. The change in the fair value of the swap has been recognized as an addition to interest expense for the fiscal year ended March 31, 2005. On January 15, 2004, we received $1.6 million in connection with the interim settlement of this swap agreement. On July 15, 2004, we received $1.2 million in connection with the interim settlement of this swap agreement. Additionally, on January 18, 2005, we received $0.2 million in connection with the interim settlement of this swap agreement. The next reset date for this swap agreement is July 15, 2005. At each reset date the Company either receives or pays money based on the fair value of the swap as of that date.

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, we continue to evaluate our financial position on an ongoing basis.

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Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

FINANCIAL STATEMENTS:

Schedules have been omitted since the information is not applicable, not required or because the required information is included in the Consolidated Financial Statements or Notes thereto.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of American Media Operations, Inc.:

We have audited the accompanying consolidated balance sheets of American Media Operations, Inc., a wholly-owned subsidiary of American Media, Inc., and subsidiaries (the “Company”) as of March 31, 2005 and March 29, 2004, and the related consolidated statements of income, comprehensive income (loss), stockholder’s equity, and cash flows for each of the three years in the period ended March 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2005 and March 29, 2004, and the results of its operations and its cash flows each of the three years in the period ended March 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Certified Public Accountants

Fort Lauderdale, Florida

June 27, 2005

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AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of March 29, 2004 and March 31, 2005

(In 000’s, except share information)

The accompanying notes to consolidated financial statements

are an integral part of these consolidated statements.

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AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the Three Fiscal Years in the Period Ended March 31, 2005

(in 000’s)