<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended DECEMBER 31, 2002
                          -----------------

                                       or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ________________ to ________________

Commission file number :  0-17287

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

            ALASKA                                    33-0074499
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

          43445 BUSINESS PARK DR. SUITE 113, TEMECULA, CALIFORNIA 92590
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (909) 699-4749
                                                    --------------

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

          Securities registered pursuant to Section 12 (g) of the Act:

                                  COMMON STOCK
--------------------------------------------------------------------------------
                                (Title of Class)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 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>

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [  ]

         State issuer's revenues for its most recent fiscal year $21,392,945

         State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.

         On March 21, 2003, 943,190 shares of voting Common Stock were held by
non-affiliates of the registrant. On Said date the aggregate market value of
such Common Stock was $9,196,102.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as latest practicable date:

                                           Number of Shares Outstanding
             Class                              at March 28, 2003
--------------------------------         --------------------------------
         Common Stock                               5,369,098

                      DOCUMENTS INCORPORATED BY REFERENCES

         If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424 (b) or (c) under the Securities Act of 1933 ("Securities
Act"). The listed documents should be clearly described for identification
purposes (e.g., annual report to security holders for the fiscal year ended
December 24, 1990).

         None.

         Transitional Small Business Disclosure Format (check one):

         Yes [  ]   No [X]


                                      -2-
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                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS.

INTRODUCTORY

The following information includes forward-looking statements. Actual results
could differ materially. The statements contained in this report that are not
historical are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including statements, without limitation, regarding our expectations, beliefs,
intentions or strategies regarding the future. We intend that such
forward-looking statements be subject to the safe-harbor provided by the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements relate
to, among other things: (1) expected revenue and earnings growth; (2) estimate
regarding the size of target markets; (3) Nielsen Media Research estimates
regarding total households and cable and satellite homes subscribing to The
Outdoor Channel. These statements are qualified by important factors that could
cause our actual results to differ materially from those reflected by the
forward-looking statements. Such factors include but are not limited to: (1)
market acceptance of our programming and services; (2) our ability to establish
and expand direct and indirect distribution channels; (3) competition from a
better financed entrant into The Outdoor Channel's niche.

GENERAL

         Global Outdoors, Inc. (the "Company" or "Global") is the principal
owner of The Outdoor Channel, Inc. which owns and operates The Outdoor Channel
("The Outdoor Channel" or "Channel"), the first national television network
devoted primarily to traditional outdoor activities, such as hunting, fishing,
shooting sports, rodeo, recreational gold prospecting and related life style
programming. Launched as a part-time network in June 1993, The Outdoor Channel
progressed to a full-time channel in April 1994 and since then has continued to
develop its management, programming, distribution and revenue. The Company also
owns and operates related businesses which serve the interests of viewers of The
Outdoor Channel and other outdoor enthusiasts. These related businesses include:
LDMA-AU, Inc. ("Lost Dutchman's"), Gold Prospectors' Association of America,
Inc. ("GPAA") and the Trips Division. Lost Dutchman's is a national recreational
gold prospecting campground club with approximately 7,000 members and properties
in California, Oregon, Nevada, Arizona, Colorado, Georgia, North Carolina and
South Carolina. GPAA is the largest recreational gold prospecting club in the
world with approximately 32,000 active members. GPAA also sells products and
services related to recreational gold prospecting and is the publisher of the
Gold Prospector magazine. The Company's Trips Division sponsors unique
recreational prospecting trips to California's Motherlode area and to the
Company's 2,300 acre camp, located 11 miles west of Nome, Alaska. In February
1995, the Company acquired 100% of GPAA. At the time of the acquisition, GPAA in
addition to its other interests owned The Outdoor Channel. The Company was
incorporated in Alaska on October 22, 1984.


BUSINESS STRATEGY

         The Company's principal business strategy is for The Outdoor Channel to
establish a position as a leading provider of entertainment programming relating
to traditional outdoor activities. As a majority owner of the Channel, one of
the goals is for the Company to enhance shareholder value as the Channel grows.
Additionally, the Company seeks to leverage the Channel's position as a means to
market and sell its products and services. An ancillary business strategy is for
the Company to market its products and services outside of the Channel. Key
elements of the Company's business strategy are as follows:

                                      -3-
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         INCREASE THE OUTDOOR CHANNEL'S CARRIAGE ON CABLE TELEVISION SYSTEMS AND
DIRECT BROADCAST SATELLITE SYSTEMS: The Outdoor Channel intends to increase its
carriage on cable television systems and direct broadcast satellite ("DBS")
television systems by continuing to provide quality programming on The Outdoor
Channel and by increasing the public's awareness and name recognition of The
Outdoor Channel through continuing public relations and marketing efforts
targeting cable operators and potential subscribers.

         MARKET AND SELL PRODUCTS AND SERVICES TO OTHER SPECIALTY OR NICHE
MARKETS THROUGH THE OUTDOOR CHANNEL: The Outdoor Channel and the Company intend
to utilize The Outdoor Channel to market and sell outdoor-related products to
specialty or niche markets including fishing, hunting, recreational gold
prospecting and shooting sports. The Company intends to leverage The Outdoor
Channel's increased distribution and name recognition to market and sell such
products and services to those viewers who identify The Outdoor Channel and
related products and services with quality and integrity.

         INCREASE ADVERTISING REVENUE AND SUBSCRIBER FEES DERIVED FROM THE
OUTDOOR CHANNEL: The Company believes that as the distribution of The Outdoor
Channel increases, the Channel will be able to continue to increase its
advertising rates and increase subscriber fees from cable and direct broadcast
operators.

         MARKET AND SELL PRODUCTS AND SERVICES TO OTHER SPECIALTY OR NICHE
MARKETS OUTSIDE THE OUTDOOR CHANNEL: The Company will continue to market and
sell outdoor-related products to specialty or niche markets outside of The
Outdoor Channel utilizing means such as direct marketing and strategic
relationships. In particular, the Company believes that owners of recreational
vehicles are potential customers for the Company's clubs.

         EXPLORE STRATEGIC ALTERNATIVES: The Company will continue to explore
strategic alternatives such as an investment from a larger entity in its
industry to bolster its growth and enhance value as situations present
themselves. The Company has de-emphasized considering strategic alternatives.


THE OUTDOOR CHANNEL

         The Outdoor Channel, Inc. ("The Outdoor Channel") was incorporated
under the laws of the State of Nevada on December 10, 1990, under the name Gold
News Network, Inc., as a wholly owned subsidiary of GPAA. Initially, GPAA
produced the "Gold Prospector Show." In early 1993, due to the success of the
Gold Prospector Show, GPAA decided to launch a satellite television network. Not
wanting to limit the scope of the nascent channel to gold prospecting, it was
decided to name the channel, The Outdoor Channel. To reflect the diversity of
programming The Outdoor Channel had achieved, in July 1994, the Channel's
incorporated name was changed to The Outdoor Network, Inc. In December 1996, the
incorporated name was changed to its present name, The Outdoor Channel, Inc.

         Since 1999, the Channel has supported itself solely through its own
revenues. As of March 28, 2003, the Company owned approximately 84% of the
Common Stock of The Outdoor Channel. In the event all outstanding options to
purchase Common Stock in the Channel were exercised the Company would own
approximately 68% of The Outdoor Channel.

                                      -4-
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         The Outdoor Channel is a premier provider of a full range of quality
programming related to traditional outdoor activities and is one of the only
television networks whose programming specifically targets the interests and
concerns of millions of persons interested in traditional outdoor activities.
The Outdoor Channel provides the Company, as well as other advertisers, with a
cost effective means to promote goods and services to a large and focused
market. In addition, The Outdoor Channel affords cable and DBS operators the
opportunity to both attract subscribers from a significant market segment not
specifically targeted by other programming services and respond to viewers'
demands for more outdoor-related programming.


DISTRIBUTION AND CABLE SUBSCRIBERS

         The Outdoor Channel's programming is offered by means of cable and DBS
subscriptions. Nielsen Media Research ("Nielsen") estimates that in the United
States approximately 73.4 million households have cable television. The two
major DBS providers estimate they reach 19 million households. Digital
programming services offered by many cable operators has greatly increased the
programming capacity for these operators. The Outdoor Channel has received and
is continuing to receive launches on these digital services including those
provided by Time Warner Cable and Comcast. As of March 1, 2003, The Outdoor
Channel is available to approximately 57 million households, of which, the
Channel has approximately 21.5 million subscribers according to Nielsen
estimates.

         The Outdoor Channel transmits all of its programs from its production
facility located in Temecula, California by means of a master control room that
is linked via fiber optic cable to an earth station transmitting antenna (an
"up-link"), which The Outdoor Channel leases under a service agreement. The
up-link facility transmits The Outdoor Channel's programming signal over an
orbiting PanAmSat Galaxy 10R satellite transponder to cable system head-end
receiving antennae and satellite dishes throughout the United States, Canada,
and Mexico/Central America. The Outdoor Channel has editing equipment at its
production facility which is used to assemble programs that are produced
in-house, edit acquired programming and insert advertising spots. The Channel
also has a state-of-the-art television studio at its production facility from
which some of its in-house programming is produced. The Outdoor Channel,
pursuant to an amendment to its lease with PanAmSat has a twelve year term on
Galaxy 10R. The Channel's lease with PanAmSat also includes provisions for
in-orbit backup of the Channel's signal, when such backup is available. The
Company has not contracted for in-orbit backup from PanAmSat. Beginning March 1,
2002, the Channel began transmitting a digital signal of its programming. In the
fourth quarter of 2002, the Channel began transmitting an additional west coast
digital signal. The signals are being transmitted simultaneously along with its
normal analog signal to the same satellite transponder. Management is planning
to transition all of its affiliates to the digital signal by the middle of 2003.

         The Outdoor Channel is not dependent on one or a few multiple cable
system operators ("MSOs") due to the numerous different cable systems carrying
The Outdoor Channel. The Outdoor Channel has affiliation agreements with most of
the top 100 MSOs. The Company believes that it will be able to enter into more
agreements with local operators in the future as a result of increased
installation of new cable distribution systems and the expected significant
expansion of channel capacity of existing cable systems. This expansion is being
greatly assisted by the significant expansion of digital cable whereby operators
are able to add more channels to the same bandwidth.

         DBS providers, such as EchoStar and DirecTV represent additional
potential distribution of The Outdoor Channel. The Outdoor Channel is currently
negotiating the renewal of its affiliation agreement with EchoStar which expired
in December 2001 EchoStar is paying us on a new rate card and is regular in
making payments. The Channel is allowing The Outdoor Channel to be carried on
the Dish Network pursuant to an understanding that there will be a renewal of
the affiliation agreement. The Channel has an affiliation agreement with
DirecTV, which is the largest DBS distributor in the United States. The Outdoor
Channel launched on DirecTV on October 1, 2002. Currently the Channel is in
negotiations with two significant customers (MSO's) who are out of contract.

                                      -5-
<PAGE>

         The Outdoor Channel receives revenue in the form of subscriber fees
from cable and DBS distributors that provide the Channel to their customers. In
2002 those subscriber fees amounted to $6,070,897.

         The Outdoor Channel has explored international distribution of its
programming. The Outdoor Channel has applied for or received trademarks in
various foreign countries including Canada, France, Taiwan, Hong Kong,
Australia, New Zealand, Germany and The United Kingdom. The Outdoor Channel has
no present agreements for international distribution but will consider
opportunities as they become available.

         The Company intends to continue its promotional activities, such as
attending regional and local cable trade shows and advertising in trade
magazines in order to increase cable industry awareness of The Outdoor Channel.
In addition, the Channel is also continuing its consumer awareness program
whereby it has taken out full-page advertisements in selected magazines with a
traditional outdoor focus. The Outdoor Channel also promotes consumer and
industry awareness by sponsoring several professional athletes. The Outdoor
Channel sponsors Tony Raines in the NASCAR Busch Series and co-sponsors him in
the Winston Cup Series. The Outdoor Channel sponsors Joe Thomas on the
BassMasters fishing tour and is a signature sponsor of the Championship Bull
Riders Association.


ADVERTISING

         The Company derived approximately $10.9 million in advertising revenue
for the year ended December 31, 2002, from cash sales of advertising time on The
Outdoor Channel and publications such as the Gold Prospector magazine. The
Channel has a fixed number of commercial spots that can be sold to advertisers.
Currently, there is more demand for the Channel's time than it has available
resulting in 100% of the spots being sold. The Company anticipates that it will
continue to derive a substantial portion of its revenue from the sale of
advertising time and that the rates for advertising time will increase
accordingly.

         In the spring of 2002, Nielsen started measuring ratings data for the
Channel's programming. Nielsen assembles ratings information on the programming
of all the major broadcast and cable networks. Prior to having Nielsen ratings
The Outdoor Channel did not have industry accepted statistics to show potential
advertisers the number of households Channel programs were delivering. The
Company believes that with published Nielsen ratings, it will encourage a wider
diversity of advertisers to consider advertising on The Outdoor Channel.

         In addition, the Company believes that The Outdoor Channel will benefit
from the trend in advertising strategies toward greater market segmentation. The
Company believes that a significant number of major national advertisers of
outdoor-related products and services are dedicating a larger share of their
advertising budgets to target the consumer interested in outdoor-related
activities, in an effort to increase their share of this large market. The 2001
National Survey of Fishing, Hunting, and Wildlife conducted by the U.S. Fish &
Wildlife Service reported that over 82 million U.S. residents 16 years and older
fished, hunted or watched wildlife in 2001 and spent $108 billion in 2001.
Therefore, the Company believes that advertisers, including manufacturers and
providers of outdoor-related products and services, will increasingly advertise
on The Outdoor Channel because it will provide them with a cost effective means
to reach a significant number of consumers interested in outdoor-related
activities. According to Nielsen's demographic data, The Channel delivers a high
concentration of males age 25-54, which is one of the most coveted demographics
to the advertising industry.

                                      -6-
<PAGE>

         Advertising time on The Outdoor Channel is marketed and sold by The
Outdoor Channel's advertising sales department. The Outdoor Channel also
utilizes the services of independent sales representatives.


PROGRAMMING

         The Outdoor Channel's programming is focused on providing
entertainment, education, consumer values and a balanced approach to the use of
outdoor natural resources. The Outdoor Channel produces its programs with the
traditional outdoor enthusiast in mind, often after considering suggestions and
recommendations of its viewers. Therefore, The Outdoor Channel believes that its
programming, as opposed to its closest competitors' programming, accurately
represents the values and interests of the traditional outdoor community.

         The Outdoor Channel acquires programs from independent film and
television production companies and produces programs utilizing in-house staff
and facilities. The Outdoor Channel exhibits the acquired productions pursuant
to licensing agreements with suppliers who generally own the copyrights to such
programming. Licenses to air acquired programming generally run for a calendar
quarter to one year and entitle The Outdoor Channel to show each episode several
times. Approximately 90% of the Channel's programming is nationally exclusive to
the Channel. Examples of programming acquired from third parties include "Turkey
Country," "Bushnell's Secrets of the Hunt," "Snowmobiler TV," and "American
Outdoorsman." Approximately 15% of the Channel's programming is owned by the
Channel co-produced with third parties or produced in-house, examples of which,
include "Out in the Country," "The Outdoor Channel Rodeo Roundup," "Prospecting
America," "Inside R/C," "Circle of Honor," "American Rifleman Television," and
the "Iditarod" Special. The Outdoor Channel has also established and branded
programming blocks such as "Monday Night Fishing," "Tuesday Night Pursuits (i.e.
hunting)," and "Wednesday Night Horsepower (i.e. autos and horses)."

         In 2003, the Company plans to produce and acquire additional
programming for The Outdoor Channel which the Company believes will enable it to
obtain greater distribution and increase advertising rates. The Channel
currently has eight new original programs in development including "American
Handgunner," "American Shotgunner," "Championship Bull Riding" and "Jim Zumbo's
Outdoors."


MARKETING

         In 1998, the Company entered a ten year contract with The Outdoor
Channel whereby the Company has the rights to ten hours of programming time and
thirty sixty second advertising spots per week. The Company has the option to
renew this contract for two five year periods and as of January 2003, has
renewed the second five year option on this contract. Because it owns other
outdoor related businesses, The Outdoor Channel affords the Company the unique
opportunity to market and sell its own outdoor-related products and services. As
the Channel continues to achieve greater name recognition and distribution, the
Company anticipates that it will be able to increase sales of its products and
services, as well as the sale and exclusive distribution of products produced by
third parties. However, there can be no assurance that this will be the case.
The Company believes this contract is presently beneficial to the Company and a
significant asset of the Company.

                                      -7-
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         Outdoor-related products and services currently marketed by the Company
on The Outdoor Channel include those of Lost Dutchman's, GPAA and the Trips
Division.

         The Channel continued its advertising and marketing efforts in 2002 to
consumers, potential affiliates, and potential advertisers. Consumer marketing
has been concentrated in outdoor publications, outdoor radio shows and at
sporting events including the NASCAR Busch Series, Championship Bull Riding,
fishing tournaments and booths at outdoor trade shows. These efforts expose the
Channel's brand to millions of sportsmen across the country. The Channel has
also increased its affiliate marketing staff and budget, targeting cable systems
which presently do not carry the Channel. Management of the Channel believes
that the combination of the increase in consumer and affiliate marketing has
resulted in an increase in subscribers to the Channel. These ongoing marketing
efforts will continue in 2003.

         LOST DUTCHMAN'S

         Lost Dutchman's is a national recreational gold prospecting campground
club, with campgrounds in California, Oregon, Nevada, Arizona, Colorado,
Georgia, North Carolina and South Carolina. Lost Dutchman's currently has
approximately 7,000 members. Lost Dutchman's memberships cost up to $5,000 with
annual maintenance dues presently set at $120; however, significant discounts
are available to those members who purchase memberships at Company sponsored
outings or trade shows.

         Lost Dutchman's members are entitled to use any of the fourteen
campgrounds owned by the Company or by an affiliated organization, pursuant to a
mutual use agreement between the Company and such organization. Members are
entitled to keep all gold found while prospecting on any of the Company's
properties. The Company is committed only to those duties which would be
required as an absentee owner of raw land, such as the payment of property
taxes. Eight of the properties have a caretaker, the caretaker's job is to
provide minor repairs and maintenance such as keeping the weeds down, cleaning
bathrooms and other facilities, if any, and generally taking care of the
property and the campers. It is worthy of note that in many instances, when a
major improvement has been made to a property such as a building, a clubhouse or
road, that Lost Dutchman's members have contributed both labor and materials
towards its construction so that the Company had lower costs on the project. It
is the Company's intention to actively acquire and develop additional
recreational properties and to add recreational facilities and improvements at
current camps.

         In addition to advertising on The Outdoor Channel, the Company markets
Lost Dutchman's memberships by advertising at trade conventions and in the Gold
Prospector Magazine published by the Company. In addition, the Company targets
the 150,000 former and present members of GPAA as well as participants in the
Trips Division's expeditions as potential members of Lost Dutchman's.

         GPAA

         GPAA is the largest recreational gold prospecting club in the world,
with approximately 32,000 active members. GPAA publishes an annual Claims Club
Membership Mining Guide and quarterly updates that are provided to Claims Club
Members. The Membership Guide contains detailed information on several hundred
mining claims and leases comprising approximately 100,000 acres that are
available to members. Five of the leases have a caretaker, the caretaker's job
is to provide minor repairs and maintenance such as keeping the weeds down,
cleaning bathrooms and other facilities, if any, and generally taking care of
the property and the miners. GPAA also publishes the bi-monthly Gold Prospector
magazine that contains approximately 100 pages of gold prospecting and treasure
hunting information and has a distribution of approximately 60,000 copies. GPAA
operates gold prospecting trade shows and conventions, from which the Company
derives revenue from admissions and booth rentals, and sells recreational gold
prospecting-related merchandise.

                                      -8-
<PAGE>

         GPAA's initial memberships cost $79.50. Members are entitled to receive
a 14" gold pan, an annual subscription to the Gold Prospector magazine, an
annual subscription to the quarterly Pick & Shovel Gazette, the GPAA Claims Club
Membership Mining Guide which currently contains over 500 pages of information
and a Claims Club Prospecting Permit as well as related merchandise. Annual
renewal membership fees range from $20 to $59.50 plus shipping. The Company
markets and advertises GPAA memberships and products on The Outdoor Channel.
GPAA also produces the Gold Fever and Prospecting America television shows which
air on The Outdoor Channel, as well as, several other selected markets.

         THE TRIPS DIVISION

         The Trips Division offers unique recreational gold prospecting trips to
residents of the United States and Canada. The principal trip offered by the
Trips Division is the annual trip to Alaska, the fees for which are up to $1,950
per week and $950 per additional week, including round-trip transportation to
Nome, Alaska from Seattle, Washington. The Alaska Trip crew usually arrives in
early June with the camp closing in mid August. The Alaskan expedition begins in
Nome, Alaska where participants are taken to the Company's 2,300-acre camp on
the Cripple River adjacent to the Bering Sea. In 2002, the Alaska trip had
approximately 295 participants, and the Company expects that the number of
participants will increase in the future due to the Company's increased
advertising and marketing efforts on The Outdoor Channel, as well as
advertisements in the Gold Prospector magazine, the Gold Prospectors' Show,
Prospecting America, and Gold Fever Show. Current bookings for the 2003 summer
season are ahead of bookings for 2002.

         The Trips Division also offers the Mother Lode Expedition in September
and October. The destination of the Mother Lode Expedition is the heart of the
historic Mother Lode area in central California. Participation is generally
limited to 20 persons per week with a weekly fee of $950. The Mother Lode
Expedition runs three to four weeks depending upon demand. Due to the size of
the Mother Lode Expedition camp site, it is not anticipated that this trip will
be significantly expanded. As circumstances and opportunities warrant, the
Company will consider offering trips to other locations.


COMPETITION

         There is intense competition for viewers among companies providing
programming services via cable television and through other video delivery
systems. There are approximately 120 programming services of which 60 or so are
ad-supported, nationally distributed and Nielsen rated. The Outdoor Channel is
ad-supported and distributed nationwide by satellite to cable systems. The
Outdoor Channel competes for advertising revenues with other national cable
programming services, broadcast networks, local over-the-air television
stations, broadcast radio and the print media. The Outdoor Channel's closest
direct competitors are the Outdoor Life Network and to a lesser extent, The New
TNN and ESPN2. The Outdoor Channel believes that while its closest competitor
has a similar name there is a substantial difference between the two networks.
The Outdoor Channel emphasizes traditional outdoor activities such as fishing
and hunting while the other network features a significant amount of outdoor
competitive sports and nature observation. The Outdoor Channel believes that its
closest competitor is well funded and well connected but believes this benefits
The Outdoor Channel since it will serve as a barrier to competition for future
programmers in this niche. On the other hand, as The Outdoor Channel becomes
more established, it is possible that a lower cost channel will attempt entry in
this niche. More generally, The Outdoor Channel competes with various other
leisure-time activities such as home videos, movie theaters, and other
alternative forms of information and entertainment.

                                      -9-
<PAGE>

         The Outdoor Channel also competes for available channel space on cable
television systems with other cable programming services and nationally
distributed and local television stations.

         Increased competition in the cable industry may result from
technological advances, such as digital compression, which allows cable systems
to expand channel capacity, and "multiplexing," which allows programming
services to offer more than one feed of their programming. As a result of the
increased segmentation made possible by these advances, other programming
services might be able to provide programming that targets the Company's viewing
audience.

         The Outdoor Channel has positioned itself with cable operators as the
lower cost provider in its niche. The Company believes that The Outdoor Channel
is receiving higher ratings than its closest competitor due to the Channel's
superior outdoor programming. The Company believes that it has an advantage over
its competitors in attracting advertisers of outdoor-related products and
services because the Company, unlike its competitors, offers its advertisers
exposure through a programming format which focuses exclusively on the
traditional outdoor lifestyle of hunting, fishing, shooting sports and related
outdoor activities. In addition, while developments such as digital compression
and new distributors in the cable marketplace may have the effect of increasing
competition for The Outdoor Channel, they also create tremendous potential for
additional distribution for the network.

         The Company is not aware of any other company that is in direct
competition for the type of recreational activity it provides through the Alaska
Trip. Global believes it has an advantage in promoting its trip in Alaska due to
its association with the GPAA and its ability to utilize the Gold Prospector
magazine, The Outdoor Channel and the Company's gold shows. Persons planning an
Alaska gold prospecting venture would be expected to evaluate other camps in
Alaska, as well as the option of undertaking a trip not associated with a group.
The table below lists the approximate number of participants in the "Alaska
Trip" since 1997.

                  Year                Participants
                  ----                ------------
                  1997                     430
                  1998                     317
                  1999                     345
                  2000                     375
                  2001                     395
                  2002                     295

         In a broad sense, the Company's "Alaska Trip" is an expedition for
study in Alaskan geology with equal emphasis on the educational and recreational
aspects of this far northern property. Its competition thus includes other
sources of recreational activities.

         While Lost Dutchman's has numerous campground competitors, it is the
only campground club the Company is aware of that has a theme, namely gold
prospecting. It has been estimated that there are approximately 15,000
campgrounds in the United States of which approximately 600 are membership
campgrounds such as Lost Dutchman's. For instance, there are Thousand
Trails/NACO, Outdoor World and Thousand Adventures. It is believed that these
companies compete primarily by quality of facilities and amenities offered. By
contrast, Lost Dutchman's has rustic facilities and few amenities and seeks to
attract persons who are interested in gold prospecting, hands on outdoor
activities and wish to be part of a club in a safe family oriented environment.

                                      -10-
<PAGE>

EMPLOYEES

         As of December 31, 2002, the Company, not including The Outdoor
Channel, had a total of 32 employees of which 30 were full time. The Outdoor
Channel had a total of 65 employees of which 1 was part time. The Company also
engages the services of additional employees during the Alaskan trip offered by
the Trips Division. During 2002, the Company engaged the services of
approximately eight such seasonal employees. None of the Company's employees are
covered by a collective bargaining agreement. The Company considers its
relationship with its employees to be good.


GOVERNMENT REGULATION

         The Company's operations are subject to various government regulations.
The operations of cable television systems, satellite distribution systems and
broadcast television program distribution companies are subject to the
Communications Act of 1934, as amended, and to regulatory supervision thereunder
by the Federal Communications Commission (the "FCC"). The Company's leased
uplink facility in Perris, California is licensed by the FCC and must be
operated in conformance with the terms and conditions of that license. Cable
systems are also subjected to local franchise authority regulation.

         LOCAL CABLE REGULATION

         The cable television industry is regulated by municipalities or other
local government authorities which have the jurisdiction to grant and to assign
franchises and to negotiate generally the terms and conditions of such
franchises, including rates charged to subscribers, except to the extent that
such jurisdiction is preempted by federal law. Any such rate regulation could
place downward pressure on the potential subscriber fees to be earned by the
Company.

         FEDERAL CABLE REGULATION

         In 1992, Congress enacted the Cable Television Consumer Protection and
Competition Act of 1992 (the "1992 Cable Act"), which provides, among other
things, for a "must carry" regime for local broadcast stations (which requires
the mandatory carriage of certain broadcast stations and payments by cable
operators to other broadcast stations for retransmission of their signals in
some instances), for channel positioning rights for certain local broadcast
stations, for limits on the size of MSOs, for limits on carriage by cable
systems and other video distributors of affiliated program services, for a
prohibition on programmers in which cable operators have an "attributable
interest" from discriminating between cable operators and their competitors, or
among cable operators, and for increased competition in video programming
distribution (both within the cable industry and between cable and competing
video distributors). In addition, the 1992 Cable Act requires the FCC to
establish national guidelines for the rates that cable operators subject to rate
regulation may charge for basic cable service and certain other services and to
establish guidelines for determining when cable programming may not be provided
exclusively to cable system operators. In 1996, Congress enacted the most
comprehensive rewrite of telecommunications law since the Communications Act of
1934, reversing or modifying many of the provisions of the 1992 Act. Among other
things, the legislation allows cable and telephone industries into each other's
markets and phased out federal cable rate regulation in most instances. Congress
and the FCC may, in the future, adopt new laws, regulations and policies
regarding a wide variety of matters which could affect The Outdoor Channel. The
Company is unable to predict the outcome of future federal legislation or the
impact of any such laws or regulations on The Outdoor Channel's operations.

                                      -11-
<PAGE>

         LOST DUTCHMAN'S REGULATIONS

         To operate its campgrounds, the Company must comply with discretionary
permits or approvals issued by local governments under local zoning ordinances
and other state laws. In addition, to construct improvements at campgrounds, the
Company has usually been required to obtain permits such as building and
sanitary sewage permits. Some states in which the Company sells memberships have
laws regulating campground memberships. These laws sometimes require
comprehensive disclosure to prospective purchasers. Some states have laws
requiring the Company to register with a state agency and obtain a permit to
market. The Company has undertaken a comprehensive program to ensure compliance
with applicable laws in all 50 states.

         OTHER REGULATIONS

         In addition to the regulations applicable to the cable television and
campground industries in general, the Company is also subject to various local,
state and federal regulations, including, without limitation, regulations
promulgated by federal and state environmental, health and labor agencies. The
Company's mining clubs and Trips Division are subject to various local, state
and federal statutes, ordinances, rules and regulations concerning, zoning,
development, and other utilization of its properties.


INTELLECTUAL PROPERTY

         "The Outdoor Channel(R)" is a registered trademark of The Outdoor
Channel.


ITEM 2.  DESCRIPTION OF PROPERTIES.

         Information with respect to the location and general character of
Global's materially important properties is as follows.


CRIPPLE RIVER

         The Cripple River property consists of approximately 2,300 patented
(*See definition of "patented," below) acres and is located in the Cape Nome
area of Alaska which was the site of the 1900 Gold Rush. The Cripple River
property is the principal destination of the "Alaska Trip" participants. It is
the former location of a large historic gold mining operation. The Company has
constructed over 130 rooms on the property for trip participants. Also, Global
has constructed a chow hall, Saloon (non-alcoholic), general store, chapel, gold
recovery plant, small commercial gold mining plant, drinking and wastewater
treatment facilities and other buildings. In addition to recreational gold
mining, the Cripple River property has excellent fishing including yearly runs
of pink and silver salmon.


LOUD MINE

         The Loud Mine is located in White County, Georgia, near the eastern end
of Georgia's famous Dahlonega Gold Belt, which stretches diagonally (southwest
to northeast) across the north end of the state. The camp's office is staffed
with a caretaker. Campground facilities include a clubhouse, bathrooms, showers
and a dump station. Camping is available for 250 or more persons. Approximately
one-third mile of Town Creek and one of its smaller tributaries meander through


                                      -12-
<PAGE>

this 38 deeded acre property. Dredges of up to 4" intake may be used in Town
Creek. Highbanking, sluicing and panning also are popular. Deep layers of
alluvial gravels, separated by dense clay layers, overlay soft bedrock
(saprolite) throughout this region. Numerous gold-bearing quartz veins run
through the Loud Mine property. Some "Loud" gold is smooth, but coarse gold is
mostly found, indicating that it is still relatively close to its source.


STANTON PROPERTY

         The Stanton property consists of 35 patented acres and is located
approximately 50 miles northwest of Phoenix, Arizona. It is contiguous with 85
acres owned by an affiliated organization with which the Company has a mutual
use agreement. Either on the Company's property or the other organization's
property there are sanitary facilities, showers, club house, pool room, card
room, library, kitchen area with sink, water and electric outlets, 70 sites for
hookups and parking for several hundred self contained units. The camp's office
is staffed with a caretaker. Gold is present throughout the property from
surface to bedrock. Significant sanitary facility and other improvements were
completed in 2001. Additional improvements are planned for 2003, including 30
additional RV hookup sites.


BURNT RIVER/CAVE CREEK

         The Burnt River Camp consists of 135 patented acres and the adjacent
Cave Creek property consists of 32 patented acres. These properties are located
in eastern Oregon and have a clubhouse, sanitary facilities, dump station,
restrooms, showers and a caretaker who lives on site. There is dredging and
highbanking along the Burnt River. The Cave Creek property is a slender parcel
of land that takes in about one mile of Cave Creek, providing abundant ground
for recreational prospecting.


VEIN MOUNTAIN CAMP

         The Vein Mountain Camp, located in West Central North Carolina
approximately 7 miles from the town of Marion, was acquired in February 1996.
The Camp consists of 130 deeded acres located in the middle of North Carolina's
Mother Lode. Between 1829 and 1830 seven pound nuggets were reported to have
been taken from the property. During the same era a 28 pound nugget and 200
pound mass of gold and quartz were reported to have been taken within several
miles of the property. There presently are some improvements to the property
including two pole barns, outhouse, water well and telephone. Vein Mountain has
a caretaker who lives on site. In 2002 the Company made the following
improvements to the property: bathrooms, laundry room, and showers. During 2003
we intend on building a new clubhouse. There is camping for up to 250
self-contained recreational vehicles.


JUNCTION BAR PLACER

         The Junction Bar Placer is located at the confluence of the Klamath and
Scott Rivers in northern California. Fourteen of the property's 26 acres of
patented land are zoned Highway Commercial. With frontage on both Highway 96 and
Scott River Road, this property has excellent development potential. Future
plans include bathrooms, showers, water and a clubhouse. The Company has begun
to develop the Junction Bar Placer. The Company has conducted a survey of the
property as well as contracted an architect to draw plans for a campground
facility. Junction Bar Placer has a caretaker who lives on site. Completion of
some improvements is estimated in 1 to 2 years.

                                      -13-
<PAGE>


OCONEE CAMP

         The Oconee Camp, located in the northwest corner of South Carolina and
just north of Walhalla, was acquired in June 1995. This camp consists of 120
acres of deeded property. Oconee is a primitive campground with minimal
facilities including outhouse and telephones. Oconee has a caretaker who lives
on site. Future plans include bathrooms, showers, water and a clubhouse.
Completion of some improvements is estimated in 2 to 5 years and is subject to
regulatory approval. No overnight camping is currently available at this site.


LEADVILLE PROPERTY

         The Leadville property, located in Lake County, Colorado was acquired
in August 1995. The camp is comprised of approximately 60 patented acres in the
heart of Colorado's historic mining area. At over 11,000 feet in elevation, it
has spectacular scenery including views of the two highest peaks in Colorado.
This is a primitive campground with no facilities. Future plans include
bathrooms, showers and a clubhouse. Completion of future improvements is
dependent upon obtaining local regulatory approval. If the Company continues to
have problems obtaining local regulatory approval, it will dispose of this
property. There is camping for up to 200 self-contained recreational vehicles.


OMILAK SILVER MINE

         The Omilak Silver Mine consists of approximately 40 acres of patented
land and is located about 80 miles northeast of Nome, Alaska. The property has
on it previously existing equipment, mine shafts, rail and mine cars and several
buildings including a two-story bunk house constructed by the Company. The
Omilak Silver Mine, in addition to recreational uses, has the potential for
being reactivated as a commercial silver mine. At such time, as the Company has
sufficient resources, the price of silver warrants and the Company believes it
is timely, the Company may evaluate the Omilak property for commercial use.


HIGH DIVIDE PROPERTY

         The High Divide property consists of 20 acres of patented land and is
located in Esmeralda County, Nevada. This property is remote and there are no
facilities. It was patented for lode mining but placer gold is present in the
area.


NEDERLAND PROPERTY

         The Nederland property consists of 5 patented acres located in Boulder
County, Colorado. There are no facilities on this property. The area around the
Nederland property has produced over 1 million ounces of gold since 1858. This
property has mostly silver with small amounts of gold.

         o        Patented land is United States public land that has been
                  transferred to private fee simple ownership. Mining claims can
                  be perfected into patented land which is what occurred on some
                  of the Company's properties before the Company acquired those
                  properties.

                                      -14-
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS.

         None


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


(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable

(d) Not Applicable


                                     PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Global's Common Stock is listed for trading on the NASD's over the
counter Bulletin Board under the trading symbol "GLRS." The following table sets
forth for the quarters indicated the reported high and low closing sales prices.

                                                High                Low
                                                ----                ---

         2001           First Quarter           8.12               4.03
                        Second Quarter          8.25               6.35
                        Third Quarter          10.00               6.75
                        Fourth Quarter         10.00               7.00

         2002           First Quarter          11.20               7.80
                        Second Quarter         11.35               8.50
                        Third Quarter          10.05               7.00
                        Fourth Quarter         10.03               7.50

         On September 12, 1994, Global effected a 2 for 1 forward split of its
Common Stock. On March 4, 1992, Global effected a 1 for 20 reverse split of its
Common Stock. Share amounts and prices herein have been restated to reflect the
foregoing splits. On May 1, 1989, Global distributed a special Common Stock
dividend payable at the rate of one share of Common Stock for every ten shares
of Common Stock held. Shareholders who purchased Common Stock before the
aforementioned stock splits and dividend need to be mindful that their holdings
have been adjusted to reflect these splits and dividend.

         In October 1991, February 1993, April 1994, November 1995, December
1996, December 1997 and May 1999, Global authorized paying a dividend in Common
Stock to Global's Preferred Stockholders for the years 1991 through 1998. In
January 2002, Global authorized paying a dividend in cash to Global's Preferred
Stockholders for the years 1999 through 2001. No other dividends have been
declared with respect to Global's common shares since inception. It is not
likely Global will pay any cash dividends in the foreseeable future. Global
intends to reinvest earnings, if any, in its operations.

                                      -15-
<PAGE>

         In January 2002 options to exercise 8,450 shares were exercised by a
former employee at the exercise prices of $3.00 and $4.00 per share. Said shares
were paid for by a secured loan from the Company. In May 2002 options to
exercise 12,400 shares were exercised by two former employees at exercise prices
of $3.00 and $4.00 per share. 12,000 shares were paid for by a secured loan from
the Company. 400 shares were paid for by cash. In October 2002, options to
exercise 11,000 shares were exercised by consultants to the Company at exercise
prices of $3.00 and $4.00 per share. Said shares were paid for by cash.

         The issuance of shares was based upon the exemption from registration
under the Securities Act of 1933 as a non-public offering pursuant to Section
4(2) of the Act.

         Global's Preferred Stock was issued as Convertible Exchangeable
Preferred Stock. The Preferred Stockholders had the right, at any time, to
convert their Preferred Stock to Common Stock and, conversely, Global had the
right, at any time after March 31, 1991, to exchange the Preferred Stock for
Common Stock. On February 20, 2002, Global called its Preferred Stock for
exchange. Each share of Preferred Stock was exchanged for one share of Common
Stock. The exchange was effective on March 25, 2002, at which time all the
outstanding Preferred Stock was deemed exchanged for Common Stock. Immediately
before the Preferred Stock was called for exchange there were 58,725 shares of
Preferred Stock outstanding. After the exchange was effective, there was no
Preferred Stock outstanding and an additional 58,725 shares of Common Stock was
issued.

         As of December 31, 2002, Global had 957 shareholders of record of its
Common Stock.


EQUITY COMPENSATION PLAN INFORMATION

         The following table provides details of our equity compensation plans
at December 31, 2002:

<TABLE>
<CAPTION>
                                        Number of Securities to be                                Number of
              Number of Securities      Issued Upon Exercise of       Weighted Average     Securities Remaining
   Plan      Authorized for Issuance       Outstanding Options,       Exercise Price of         Available for
 Category   Securities Under the Plan      Warrants, or Rights       Outstanding Options       Future Issuance
 --------   -------------------------      -------------------       -------------------       ---------------
<S>                  <C>                         <C>                        <C>                    <C>
Plan 1               115,000                     115,000                    $2.50                        0
Plan 2               285,000                     235,000                    $2.25                   50,000
Plan 3               500,000                     350,200                    $3.50                  117,650
            --------------------------------------------------------                       --------------------
                     900,000                     700,200                                           167,650
            ========================================================                       ====================
</TABLE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

         The following information includes forward-looking statements, the
realization of which may be impacted by certain factors discussed in Item I.


                                      -16-
<PAGE>

GENERAL

         The Company has been selling its GPAA club memberships since its
incorporation in 1984. From 1968 to 1984, GPAA memberships were sold by the
proprietorship owned by the Company's founders. GPAA membership sales took a
marked upswing in 1992 in conjunction with the airing of the "Gold Prospector
Show," a show the Company has owned and produced since 1990. During 1992, the
"Gold Prospector Show" was broadcast on various television and cable channels,
for which the Company purchased air time. In 1993, GPAA launched The Outdoor
Channel and, since then, broadcasts of the "Gold Prospector Show" and related
sales of GPAA memberships have occurred almost exclusively on The Outdoor
Channel. The Company intends that The Outdoor Channel be used as a primary
vehicle to promote the Company's services and products and anticipates that it
will be a factor in the future growth of GPAA, Lost Dutchman's and the Trips
Division. In that regard, the Company entered into a long term contract with The
Outdoor Channel whereby the Company has the rights to ten hours of programming
time and thirty, sixty second advertising spots per week. The Company owns
approximately 84% of The Outdoor Channel. In the event all outstanding options
to purchase Common Stock in the Channel were exercised, as of March 25, 2003,
the Company would own approximately 68% of The Outdoor Channel (See Note 8 to
the Consolidated Financial Statements).

         Although The Outdoor Channel is not aligned with any sizable
entertainment or cable company, as are many other channels, it has, to date,
achieved full visibility in the cable industry. The Outdoor Channel is committed
to converting visibility for the Channel's programming into greater distribution
into cable and direct broadcast satellite ("DBS") households. Greater
distribution will allow The Outdoor Channel to charge higher advertising rates,
command higher subscriber fees from cable and DBS affiliates, attract more
advertisers and receive greater revenues for the Company's products.

         To accomplish the objective of obtaining increased distribution, the
Channel seeks to sign national carriage agreements with multiple cable system
operators ("MSOs") and DBS systems and thereafter carriage agreements with the
MSOs' individual cable affiliates. Efforts to obtain distribution for The
Outdoor Channel are broad based and are not limited to areas where there are the
greatest number of outdoor enthusiasts.

         As of March 1, 2003, The Outdoor Channel was carried on approximately
4,900 affiliated cable systems and the two major DBS providers representing a
potential of approximately 57 million households, of which, the Channel has
approximately 21.5 million subscribers according to Nielsen estimates. The
Outdoor Channel is not dependent on one or a few MSOs due to the numerous
different cable systems carrying The Outdoor Channel. The Outdoor Channel has
affiliation agreements with most of the top 100 MSOs. The Channel's list of
affiliates includes Cox, Time-Warner and Comcast, the three largest cable
operators in the country. In fact the Channel has affiliation agreements with
the top 5 nationally distributed MSOs. The Company believes that it will be able
to enter into more agreements with local operators in the future as a result of
increased installation of new cable distribution systems and the expected
significant expansion of channel capacity of existing cable systems. This
expansion is being greatly assisted by the significant expansion of digital
cable whereby operators are able to add more channels to the same bandwidth. In
addition, the Company intends to continue its promotional activities, such as
attending regional and local cable trade shows and advertising in trade
magazines in order to increase cable industry awareness of The Outdoor Channel.
The Outdoor Channel is continuing its consumer awareness campaign whereby it has
taken out full-page advertisements in selected magazines with a traditional
outdoor focus, sponsors a NASCAR driver, a professional fisherman, and radio
programs.

                                      -17-
<PAGE>

         In 1999, The Outdoor Channel launched on EchoStar Satellite
Corporation's ("EchoStar") Dish Network. The Outdoor Channel is currently
negotiating the renewal of its affiliation agreement with EchoStar which expired
in December 2001. The Channel is allowing it's programming to be carried on the
Dish Network pursuant to an understanding that there will be a renewal of the
affiliation agreement. EchoStar is paying The Outdoor Channel on a new rate card
and is regular in making payments.

         In January 2002, The Outdoor Channel signed a national affiliation
agreement with Comcast Corporation, the largest MSO in the United States with
approximately 22 million subscribers and renewed its affiliation agreement with
the National Cable Television Cooperative, which is an association of small to
mid-size cable operators representing approximately 13 million households. The
Channel's contract with NCTC includes the vast majority of independent cable
operators.

         In March 2002, The Outdoor Channel entered into an agreement with
Nielsen Media Research to provide ratings data for the Channel's programming.
The Company believes that with published ratings, it will encourage a wider
diversity of advertisers to consider advertising on The Outdoor Channel.

         In September 2002, The Outdoor Channel signed a national affiliation
agreement with DirecTV, the largest DBS distributor in the United States. The
Outdoor Channel was launched on DirecTV on October 1, 2002, and is available a
la carte and in the DirecTV's Sports Pack.

         The Company is deemphasizing its exploration of strategic partners and
other strategic alternatives. In August 2002, the Company's engagement with Bear
Stearns & Company, Inc., a Wall Street investment bank expired.

         In January 2002, the Company retired the remaining balance due on its
Stanton, Arizona property of approximately $38,000. In August 2002, the Company
retired the remaining balance of approximately $29,000 due on it Junction Bar
Placer property. The Company now owns all of its properties free and clear of
any mortgages.

         The Company's Common Stock is traded on the NASD's over the counter
Bulletin Board under trading symbol "GLRS." Price quotes on the Company's Common
Stock can be obtained from any stockbroker. Also, price quotes can be obtained
from a number of other sources including numerous Internet sites such as America
Online, Yahoo! Finance and cnbc.com.


CRITICAL ACCOUNTING POLICIES

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of financial
statements.

         REVENUE RECOGNITION. Merchandise sales for the Company are recognized
when the product is shipped and collection of the receivable is probable. Lost
Dutchman's campground membership sales are generally recognized on a
straight-line basis over the estimated average life (7 years) of the membership.
The Company does not record any receivables arising under these contracts due to
the uncertainty of collection. Accordingly, revenues recognized do not exceed
the total cash payments received and cash received in excess of revenue earned
is recorded as deferred revenue. The majority of GPAA membership sales are for
one year and are generally recognized in the year of sale. Multi-year GPAA
membership sales are recognized on a straight-line basis over the life of a


                                      -18-
<PAGE>

membership or an estimated life of 15 years for a lifetime membership.
Advertising revenues for The Outdoor Channel are recognized when the
advertisement is aired. Advertising revenues from advertisements in the
Company's bi-monthly magazine are recognized when the magazine is distributed.
Revenues from the "Alaska Trip" are recognized when trips are taken in June
through August each year. Revenues from outings and gold shows are recognized at
the time of the event. Subscriber fees for The Outdoor Channel are recognized in
the period the programming is aired by the distributor and collection is
probable.

         LONG-LIVED ASSETS. Long-lived assets, such as property and equipment
and trademarks, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Impairment losses are recognized when events or changes in
circumstances indicated that the undiscounted cash flows estimated to be
generated by such assets are less than their carrying value and, accordingly,
all or a portion of such carrying value may not be recoverable. Impairment
losses for assets to be held and used are then measured based on the excess, if
any, of the carrying amounts of the assets over their fair values. Long-lived
assets to be disposed of in a manner that meets specific criteria are stated at
the lower of their carrying amounts or fair values less costs to sell and are no
longer depreciated.

         ACCOUNTS RECEIVABLE. The Company maintains an allowance for doubtful
accounts for estimated losses that may arise if any of its customers are unable
to make required payments. Management specifically analyzes the age of customer
balances, historical bad debt experience, customer credit-worthiness, trade
publications regarding the financial health of its larger customers and changes
in customer payment terms when making estimates of the uncollectability of the
Company's trade accounts receivable balances. If the Company determines that the
financial condition of any of its customers deteriorated, whether due to
customer specific or general economic issues, increases in the allowance may be
made.

         DEFERRED TAX ASSETS. The Company accounts for income taxes pursuant to
the asset and liability method which requires deferred income tax assets and
liabilities to be computed for temporary differences between the financial
statement and tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted laws and rates applicable to
the periods in which the temporary differences are expected to affect taxable
income. Valuation allowances are established when necessary to reduce deferred
tax assets to the amounts expected to be realized. The income tax provision is
the tax payable or refundable for the period plus or minus the change during the
period in deferred tax assets and liabilities.


RECENT ACCOUNTING DEVELOPMENTS

         In June 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 146, Accounting for Costs
Associated with Exit or Disposal Activities ("Statement 146"). Management does
not believe that the adoption of Statement 146 will have a material impact on
the Company's financial position or results of operations.

         In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, Accounting for Stock-Based Compensation-Transition and
Disclosure ("SFAS 148"), which amended SFAS No. 123, "Accounting for Stock-
Based Compensation" to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based
compensation. In addition, this statement amended the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the chosen method on reporting results. The
provisions of SFAS No. 148 are effective for annual periods ending December 15,
2002, and for interim periods beginning after December 15, 2002. Management does
not believe that the adoption of SFAS 148 will have a material impact on the
Company's financial position or results of operations.

                                      -19-
<PAGE>

COMPARISON OF YEARS ENDED DECEMBER 31, 2002 AND DECEMBER 31, 2001

         REVENUES. The Company's revenues include revenues from advertising
fees, subscriber fees, GPAA and Lost Dutchman's membership sales, product sales
and the Trips and Outings Division sales. Advertising fees result from the sale
of advertising time on The Outdoor Channel and from advertising space in
publications such as the Gold Prospector magazine. Advertising fees are
primarily related to The Outdoor Channel business segment. Subscriber fees are
derived solely from programming related to The Outdoor Channel business segment.
Total revenues for the year ended December 31, 2002 were $21,392,945, an
increase of $4,159,408 or 24%, compared to revenues of $17,233,537 for the year
ended December 31, 2001. This increase was primarily the result of an increase
in advertising revenues and subscriber fees. Advertising revenues increased
substantially to $10,969,086 for the year ended December 31, 2002 compared to
$8,644,609 for the year ended December 31, 2001, due primarily to an increase in
advertising rates at The Outdoor Channel. Subscriber fees increased
significantly to $6,070,897 for the year ended December 31, 2002 compared to
$3,873,902 for the year ended December 31, 2001, due primarily to the increase
in the number of subscribers The Outdoor Channel obtained from a cross section
of programming distributors. Membership services decreased to $3,645,734 for the
year ended December 31, 2002, compared to $3,793,660 for the year ended December
31, 2001, which the Company believes is due primarily to the decrease in
membership numbers for Gold Prospectors of America in 2002. Revenues from the
trips and outings substantially decreased to $707,228 for the year ended
December 31, 2002 compared to $921,366 for the year ended December 31, 2001,
which the Company believes is due primarily to a decrease in participants on the
Alaska trip. Decreases in membership sales and Alaska trip sales are also
believed to be due to the softened economy throughout 2002 and traveling unease.

         EXPENSES. Expenses consist primarily of the cost of the Company's
satellite transponder and uplink facilities, programming, advertising and
promotion, trips and outings expenses, sales and administrative salaries, office
expenses, bad debts and general overhead. Expenses for the year ended December
31, 2002 were $16,817,460, an increase of $1,267,192 or 8%, compared to
$15,550,268 for the year ended December 31, 2001. This increase in expenses was
due to the several factors. Selling, general and administrative expenses
increased substantially to $9,730,768 for the year ended December 31, 2002,
compared to $8,850,853 for the year ended December 31, 2001. This increase was
due primarily to overall growth at The Outdoor Channel which, among other items,
resulted in significant increases in personnel related costs including bonuses.
Bad debts expense decreased by a very large amount to $256,922 for the year
ended December 31, 2002, compared to $1,311,641 for the year ended December 31,
2001, due primarily to the default of the Company's long form advertising
wholesaler and to a lesser degree to several short form and producer customers
in 2001. The advertising wholesaler's default was in the amount of $800,000 in
2001. The Company does not know why the wholesaler had business difficulties but
it retained lawyers and accountants in an attempt to recover the defaulted
amount. It was determined that recovery would be challenging and unlikely. The
wholesaler had provided services to the Company since 1996 and had, in fact,
advanced payments to the Company in the Company's difficult years of 1996
through 1998. The wholesaler collected funds due the Company from long form
advertisers on The Outdoor Channel from which it deducted its commissions and
remitted the balance. The Company was caught unaware when the wholesaler failed
to remit funds it had collected on behalf of the Company. Advertising and
programming expenses increased notably to $3,854,117 for the year ended December
31, 2002, compared to $2,482,133 for the year ended December 31, 2001. This
increase was due primarily to the continuation of The Outdoor Channel's consumer
and trade industry awareness campaigns and the Channel's in-house programming
initiatives and associated start-up costs. Satellite transmission fees remained
nearly the same at $2,358,720 for the year ended December 31, 2002, compared to
$2,238,205 for the year ended December 31, 2001, due to the stabilization of
transponder and uplink costs for The Outdoor Channel. Trips and outings expenses
decreased to $616,933 for the year ended December 31, 2002, compared to $667,436
for the year ended December 31, 2001, due primarily to decrease in customer
participation going to Alaska and outings.

                                      -20-
<PAGE>

         INCOME BEFORE INCOME TAX PROVISION AND MINORITY INTEREST IN NET INCOME
OF CONSOLIDATED SUBSIDIARY. Income before income tax provision and minority
interest as a percentage of revenues increased to 22% for the year ended
December 31, 2002, compared to 10% for the year ended December 31, 2001. This
increase was primarily due to expenses only increasing 8% in the year ended
December 31, 2002 compared to the year ended December 31, 2001, while revenues
increased 24% for the same time period. For the business segment, The Outdoor
Channel, income before income tax provision and minority interest as a
percentage of revenues increased to 27% for the year ended December 31, 2002,
compared to 11% for the year ended December 31, 2001. This increase was
primarily due to expenses only increasing 13% in the year ended December 31,
2002 compared to the year ended December 31, 2001, while revenues increased 37%
for the same time period. For the business segment, membership and merchandise
sales income before tax provision and minority interest as a percentage of
revenues remained the same at 2% for the year ended December 31, 2002, compared
to 2% for the year ended December 31, 2001. This result was primarily due to
membership and merchandise sales revenues being nearly the same in the year
ended December 31, 2002 compared to the year ended December 31, 2001. For the
business segment, trips and outings, income before income tax provision and
minority interest as a percentage of revenues decreased to 13% for the year
ended December 31, 2002, compared to 28% for the year ended December 31, 2001.
This decrease was primarily due to the Alaska trip having 100 fewer participants
in the year ended December 31, 2002 compared to the year ended December 31,
2001, which the Company believes was due to air travel uneasiness and economic
softness.

         NET INTEREST (EXPENSE) INCOME. Net interest (expense) income decreased
to ($815) for the year ended December 31, 2002, compared to $26,401 for the year
ended December 31, 2001. This was primarily due to interest rates being lower on
the Company's cash accounts for the year ended December 31, 2002, compared to
the year ended December 31, 2001. The Company had less debt for the year ended
December 31, 2002, than for the year ended December 31, 2001, but the interest
rates on the remaining loans were not lower and therefore did not counterbalance
the decrease in interest income.

         MINORITY INTEREST IN NET INCOME OF CONSOLIDATED SUBSIDIARY. Minority
interest for the year ended December 31, 2002 was $444,266 compared to $180,782
for the year ended December 31, 2001. This was due to the increased
profitability of The Outdoor Channel.

         INCOME TAXES. The income tax provision for the year ended December 31,
2002, was $1,882,161 as compared to $718,000 for the year ended December 31,
2001. This was due to the Company earning more taxable income in 2002 as
compared to 2001.

         NET INCOME. Net income for the year ended December 31, 2002, was
$2,295,029 compared to $810,888 for the year ended December 31, 2001. This was
due to the increased profitability of The Outdoor Channel.


                                      -21-
<PAGE>

COMPARISON OF YEARS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000

         REVENUES. The Company's revenues include revenues from advertising
fees, subscriber fees, GPAA and Lost Dutchman's membership sales, product sales
and the Trips and Outings Division sales. Advertising fees result from the sale
of advertising time on The Outdoor Channel and from advertising space in
publications such as the Gold Prospector magazine. Revenues for the year ended
December 31, 2001 were $17,233,537, an increase of $3,350,415 or 24%, compared
to revenues of $13,883,122 for the year ended December 31, 2000. This increase
was primarily the result of an increase in advertising revenues and subscriber
fees. Advertising revenues increased substantially to $8,644,609 for the year
ended December 31, 2001 compared to $6,848,782 for the year ended December 31,
2000, due primarily to an increase in advertising revenue at The Outdoor
Channel. Subscriber fees increased significantly to $3,873,902 for the year
ended December 31, 2001 compared to $2,826,050 for the year ended December 31,
2000, due primarily to the increase in subscriber fees to The Outdoor Channel
from a cross section of MSOs. Membership services increased notably to
$3,793,660 for the year ended December 31, 2001, compared to $3,331,233 for the
year ended December 31, 2000, which the Company believes is due primarily to the
increased number of persons exposed to the Company's products and services on
The Outdoor Channel. Revenues from the trips and outings increased to $921,366
for the year ended December 31, 2001 compared to $877,057 for the year ended
December 31, 2000 for the same reason membership services revenue increased.

         EXPENSES. Expenses consist primarily of the cost of the Company's
satellite transponder and uplink facilities, programming, advertising and
promotion, trips and outings expenses, sales and administrative salaries, office
expenses, bad debts and general overhead. Expenses for the year ended December
31, 2001 were $15,550,268, a significant increase of $3,910,012 or 34%, compared
to $11,640,256 for the year ended December 31, 2000. This increase in expenses
was due to the several factors. Selling, general and administrative expenses
increased substantially to $8,850,853 for the year ended December 31, 2001,
compared to $6,474,432 for the year ended December 31, 2000. This increase was
due primarily to overall growth at The Outdoor Channel which, among other items,
resulted in significant increases in personnel related costs including bonuses
and 401(k) plan contribution. Bad debts expense increased by a very large amount
to $1,311,641 for the year ended December 31, 2001, compared to $250,641 for the
year ended December 31, 2000, due primarily to the default of the Company's long
form advertising wholesaler and to a lesser degree to several short form and
producer customers in 2001. Advertising and programming expenses increased
notably to $2,482,133 for the year ended December 31, 2001, compared to
$1,765,460 for the year ended December 31, 2000. This increase was due primarily
to the continuation of The Outdoor Channel's consumer and trade industry
awareness campaigns. Satellite transmission fees remained nearly the same at
$2,238,205 for the year ended December 31, 2001, compared to $2,160,860 for the
year ended December 31, 2000, due to the stabilization of transponder and uplink
costs for The Outdoor Channel. Trips and outings expenses decreased
significantly to $667,436 for the year ended December 31, 2001, compared to
$988,863 for the year ended December 31, 2000, due primarily to a change in
allocation of advertising expenses for trips and outings.

         INCOME BEFORE INCOME TAX PROVISION (CREDIT) AND MINORITY INTEREST IN
NET INCOME OF CONSOLIDATED SUBSIDIARY. Income before income tax provision
(credit) and minority interest as a percentage of revenues decreased to 10% for
the year ended December 31, 2001, compared to 16% for the year ended December
31, 2000. This decrease was primarily due to expenses increasing 34% in the year
ended December 31, 2001 compared to the year ended December 31, 2000, while
revenues increased 24% for the same time periods.

         INCOME TAXES. The income tax provision for the year ended December 31,
2001, was $718,000 compared to a credit of $85,463 for the year ended December
31, 2000. This was due to the Company utilizing the remaining portion of its
Federal net operating loss carryforwards in 2001.

                                      -22-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         The Company provided cash from operations of $2,303,732 in 2002,
compared to providing cash from operations of $1,661,608 in 2001 and had a cash
and cash equivalents balance of $3,247,740 at December 31, 2002, which was an
increase of $673,311 from the balance of $2,574,429 at December 31, 2001.
Current assets increased substantially to $6,541,009 in 2002 compared to
$4,523,943 in 2001. Current liabilities decreased to $1,736,418 for 2002
compared to $2,040,854 for 2001. Net working capital increased to $4,804,591 in
2002, compared to $2,483,089 in 2001. Total liabilities increased to $4,405,358
for 2002 compared to $4,386,890 for 2001.

         In 2002, the Company generated an operating profit of $4,575,485
compared to an operating profit of $1,683,269 in 2001. From 2000 through the
present, the Company has financed its activities primarily from cash flows from
operations. The Company has a line of credit in the amount of $1,100,000 with no
outstanding borrowings and a standby letter of credit for $140,000 issued under
the line of credit as of December 31, 2002. The Company does not have any
present plans that would effect liquidity requirements on a long-term basis. The
Company had no significant capital commitments as of December 31, 2002. The
capital improvements the Company made in 2002 which included a complete
renovation of The Outdoor Channel television studio were funded with cash from
operations. The long-term liquidity requirement could change in the event the
Company changes its business strategy, including The Outdoor Channel's methods
of increasing subscribers, producing in-house programming and/or making a
significant acquisition.

         As of December 31, 2002, the Company had a note in the amount of
$196,875 payable to a bank outstanding at an effective interest rate of 5.75%.
This note is secured by substantially all of the Company's assets and is
personally guaranteed by Perry T. Massie, Thomas H. Massie and Wilma M. Massie.
On March 1, 2003, the notes payable to the major stockholder including accrued
interest was combined into one note payable in the amount of $577,950, with an
interest rate of 8% and the maturity date was extended to September 1, 2004.
This note is unsecured.

         As of March 2003, the Company is generating sufficient cash flow from
operations to meet its short-term cash flow requirements. The Outdoor Channel is
generating cash flow in excess of its short-term cash flow requirements and is
continuing the trend of increased revenues. Management believes that the
Company's existing cash resources and anticipated cash flows from operations
will be sufficient to fund the Company's operations at current levels and
anticipated increased levels through January 1, 2004. To the extent that such
amounts are insufficient to finance the Company's working capital requirements,
the Company could be required to seek financing. There can be no assurance that
equity or debt financing will be available if needed or, if available, will be
on terms favorable to the Company or its shareholders. Significant dilution may
be incurred by present shareholders as a result of any such financing. At the
current level of operations, the Company is retiring some existing debt and is
planning modest improvements to some of its properties.

                                      -23-
<PAGE>

A summary of the Company's contractual obligations and commercial commitments as
of 12/31/02:

<TABLE>
<CAPTION>
                                                             Less than                                  After
CONTRACTUAL OBLIGATIONS                         Total         1 year      1-3 years     4-5 years      5 years
                                            ----------------------------------------------------------------------
<S>                                           <C>            <C>          <C>           <C>           <C>
Long-term debt & capital leases               $    992,020   $   169,223  $   790,394   $    32,403
Operating leases                                13,453,000     2,223,000    3,400,000     3,120,000   $ 4,710,000
                                            ----------------------------------------------------------------------
TOTAL CONTRACTUAL CASH OBLIGATIONS            $ 14,445,020   $ 2,392,223  $ 4,190,394   $ 3,152,403   $ 4,710,000
                                            ======================================================================

                                                Total
                                               Amounts       Less than                                  After
OTHER COMMERCIAL COMMITMENTS                  Committed       1 year      1-3 years     4-5 years      5 years
                                            ----------------------------------------------------------------------
Standby letters of credit                      $140,000                                               $140,000
                                            ----------------------------------------------------------------------
TOTAL COMMERCIAL COMMITMENTS                   $140,000             0            0             0      $140,000
                                            ======================================================================
</TABLE>

ITEM. 7  FINANCIAL STATEMENTS

         Following are consolidated financial statements of the registrant for
the years ended December 31, 2002 and 2001.


                                      -24-
<PAGE>






                              GLOBAL OUTDOORS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                      WITH

                      INDEPENDENT AUDITORS' REPORT THEREON







                                      -25-
<PAGE>


                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES



                                    I N D E X
                                    ---------


                                                                            PAGE

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS......................................27

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2002 AND 2001........................28

CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED
    DECEMBER 31, 2002 AND 2001................................................29

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
    YEARS ENDED DECEMBER 31, 2002 AND 2001.................................30-31

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED
    DECEMBER 31, 2002 AND 2001................................................32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.................................33-51



                                      * * *


                                      -26-
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------



To the Stockholders and Board of Directors
    Global Outdoors, Inc. and Subsidiaries


We have audited the accompanying consolidated balance sheets of GLOBAL OUTDOORS,
INC. AND SUBSIDIARIES as of December 31, 2002 and 2001, and the related
consolidated statements of income, stockholders' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Global Outdoors,
Inc. and Subsidiaries as of December 31, 2002 and 2001, and their results of
operations and cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.



                                                                   J.H. COHN LLP


San Diego, California
February 27, 2003


                                      -27-
<PAGE>
<TABLE>

                                    GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                                          CONSOLIDATED BALANCE SHEETS
                                    YEARS ENDED DECEMBER 31, 2002 AND 2001
<CAPTION>
                                                                             2002                2001
                                                                         -------------      -------------
                                     ASSETS
                                     ------
<S>                                                                      <C>                <C>
Current assets:
     Cash and cash equivalents                                           $  3,247,740       $  2,574,429
     Accounts receivable, net of allowance for doubtful
         accounts of $154,475 and $182,170                                  2,473,486          1,581,272
     Inventories                                                               86,337             76,110
     Deferred tax assets, net                                                 318,708            127,211
     Investment in available-for-sale securities                               79,659
     Prepaid income taxes                                                      86,889
     Receivable from stockholders                                              55,007             62,007
     Other current assets                                                     193,183            102,914
                                                                         -------------      -------------
              Total current assets                                          6,541,009          4,523,943
                                                                         -------------      -------------
Property, plant and equipment, at cost, net:
     Membership recreational mining properties                              1,249,650          1,353,278
     Alaska recreational mining properties                                  1,147,317          1,098,475
     Outdoor Channel equipment and improvements                             1,308,512            711,138
     Other equipment and leasehold improvements                               521,183            598,731
                                                                         -------------      -------------
              Property, plant and equipment, net                            4,226,662          3,761,622
                                                                         -------------      -------------
Trademark, net of accumulated amortization of $86,518 and $71,938             132,205            146,785
Deferred tax assets, net                                                      733,829            740,165
Deposits and other assets                                                     196,298             41,629
                                                                         -------------      -------------
              Totals                                                     $ 11,830,003       $  9,214,144
                                                                         =============      =============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Current liabilities:
     Accounts payable and accrued expenses                               $  1,337,428       $  1,102,492
     Current portion of notes and capital lease obligations                   154,617            233,282
     Current portion of stockholder loans                                      14,606            313,055
     Current portion of deferred revenue                                      229,767            392,025
                                                                         -------------      -------------
              Total current liabilities                                     1,736,418          2,040,854
Stockholder loans, net of current portion                                     577,950            192,273
Other notes and capital lease obligations, net of current portion             244,847            402,218
Deferred revenue, net of current portion                                    1,080,353            917,535
Deferred satellite rent obligations                                           448,040            516,260
Deferred compensation                                                         317,750            317,750
                                                                         -------------      -------------
              Total liabilities                                             4,405,358          4,386,890
                                                                         -------------      -------------
Minority interest in subsidiary                                             1,262,689            811,965
                                                                         -------------      -------------
Commitments and contingencies
Stockholders' equity:
     Convertible preferred stock, nonvoting, 10% noncumulative, no
         liquidation preference, $.001 par value; 10,000,000 shares
         authorized; 58,725 shares issued and outstanding in 2001                                     59
     Common stock, $.02 par value; 50,000,000 shares authorized;
         5,369,098 and 5,281,523 shares issued and outstanding                107,382            105,630
       Common stock subscriptions receivable                                 (262,050)          (221,250)
       Treasury stock, at cost; 76,200 and 63,500 shares                     (399,981)          (289,532)
       Additional paid-in capital                                           3,603,833          3,516,125
       Accumulated other comprehensive income                                   3,524
       Retained earnings                                                    3,109,248            904,257
                                                                         -------------      -------------
              Total stockholders' equity                                    6,161,956          4,015,289
                                                                         -------------      -------------
              Totals                                                     $ 11,830,003       $  9,214,144
                                                                         =============      =============
</TABLE>

See Notes to Consolidated Financial Statements.

                                                     -28-
<PAGE>
<TABLE>

                               GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                                  CONSOLIDATED STATEMENTS OF INCOME
                               YEARS ENDED DECEMBER 31, 2002 AND 2001
<CAPTION>

                                                                     2002               2001
                                                                 -------------      -------------
<S>                                                              <C>                <C>
Revenues:
     Advertising                                                 $ 10,969,086       $  8,644,609
     Subscriber fees                                                6,070,897          3,873,902
     Membership services                                            3,645,734          3,793,660
     Trips and outings                                                707,228            921,366
                                                                 -------------      -------------

              Total revenues                                       21,392,945         17,233,537
                                                                 -------------      -------------

Expenses:
     Satellite transmission fees                                    2,358,720          2,238,205
     Advertising and programming                                    3,854,117          2,482,133
     Trips and outings                                                616,933            667,436
     Bad debts expense                                                256,922          1,311,641
     Selling, general and administrative                            9,730,768          8,850,853
                                                                 -------------      -------------

              Total expenses                                       16,817,460         15,550,268
                                                                 -------------      -------------

Income from operations                                              4,575,485          1,683,269

Other income (expense):
     Gain on sale or issuance of common stock of subsidiary            46,786
     Interest expense                                                 (77,423)          (126,507)
     Interest income                                                   76,608            152,908
                                                                 -------------      -------------

Income before income tax provision and minority interest            4,621,456          1,709,670

Income tax provision                                                1,882,161            718,000
                                                                 -------------      -------------

Income before minority interest                                     2,739,295            991,670

Minority interest in net income of consolidated subsidiary            444,266            180,782
                                                                 -------------      -------------

Net income                                                          2,295,029            810,888

Preferred stock dividends                                             (90,038)
                                                                 -------------      -------------

Net income applicable to common stock                            $  2,204,991       $    810,888
                                                                 =============      =============

Earnings per common share:
     Basic                                                       $        .42       $        .16
                                                                 =============      =============
     Diluted                                                     $        .38       $        .14
                                                                 =============      =============

Weighted average number of common shares outstanding:
     Basic                                                          5,287,857          5,228,499
                                                                 =============      =============
     Diluted                                                        5,850,606          5,838,662
                                                                 =============      =============
</TABLE>

See Notes to Consolidated Financial Statements.

                                                -29-
<PAGE>
<TABLE>

                                              GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                              YEARS ENDED DECEMBER 31, 2002 AND 2001
<CAPTION>

                                                              Common                              Accumulated
                          Convertible                          Stock                 Additional     Other
                        Preferred Stock    Common Stock    Subscriptions  Treasury     Paid-in   Comprehensive  Retained
                        Shares  Amount    Shares    Amount   Receivable     Stock      Capital       Income     Earnings     Total
                       -------- ------- --------- --------- ----------  -----------  ------------  ---------- ---------- -----------
<S>                     <C>     <C>     <C>       <C>       <C>          <C>          <C>          <C>       <C>         <C>
Balance, January 1,
  2001                  60,675  $   61  5,274,073  105,481  $(221,250)   $(189,466)  $ 3,429,272             $   93,369  $3,217,467

Net income                                                                                                      810,888     810,888

Subsidiary investment
   in Parent                                                              (100,066)                                        (100,066)

Common stock
    issued for services                     3,000       60                                11,940                             12,000

Common stock issued
   for purchases of
   inventory                                2,500       50                                18,700                             18,750

Conversion of
   preferred stock to
   common stock         (1,950)     (2)     1,950       39                                   (37)

Stock option
  compensation expense                                                                     56,250                            56,250

                       -------- ------- --------- --------- ----------  -----------  ------------  ---------- ---------- -----------
Balance, December 31,
    2001                58,725      59  5,281,523  105,630   (221,250)    (289,532)    3,516,125                904,257   4,015,289
                                                                                                                        -----------

Net income                                                                                                    2,295,029   2,295,029

Effect of change in
   fair value of
   available-for
   sale securities,
   net of deferred
   taxes of $2,200                                                                                 $  3,524                  3,524

                                                                                                                        -----------
Comprehensive income                                                                                                     2,298,553
                                                                                                                        -----------

                                                               -30-
<PAGE>

                                              GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                              YEARS ENDED DECEMBER 31, 2002 AND 2001


Subsidiary investment
    in Parent                                                             (110,449)                                       (110,449)

Cancellation of stock
   issued for services                     (3,000)     (60)                              (11,940)                          (12,000)

Common stock issued
   upon exercise of stock
   options for cash and
   notes receivable                        31,850      638    (65,800)                   100,763                            35,601

Preferred dividend                                                                                              (90,038)   (90,038)

Conversion of preferred
    stock to common
    stock              (58,725)    (59)    58,725    1,174                                (1,115)

Subscription paid
   through provision
   of  services                                                25,000                                                       25,000

                       -------- ------- --------- --------- ----------  -----------  ------------  --------- ---------- -----------
Balance, December 31,
    2002                     0  $    0  5,369,098 $107,382  $(262,050)  $ (399,981)  $ 3,603,833   $  3,524  $3,109,248 $6,161,956
                       ======== ======= ========= ========= ==========  ===========  ============  ========= ========== ===========
</TABLE>

See Notes to Consolidated Financial  Statements.

                                                               -31-
<PAGE>
<TABLE>

                                         GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         YEARS ENDED DECEMBER 31, 2002 AND 2001
<CAPTION>

                                                                                 2002              2001
                                                                             ------------      ------------
<S>                                                                          <C>               <C>
Operating activities:
   Net income                                                                $ 2,295,029       $   810,888
   Adjustments to reconcile net income to net cash provided
    by operating activities:
       Depreciation and amortization                                             649,632           571,394
       Provision for doubtful accounts                                           256,922         1,311,641
       Common stock issued for services                                                             12,000
       Stock option compensation expense                                                            56,250
       Deferred tax provision (credit)                                          (187,361)          519,854
       Costs of services offset against subscription receivable                   32,000
       Gain on issuance of common stock of subsidiary                            (40,329)
       Interest on stock subscription receivable                                                   (26,586)
       Minority interest in net income of consolidated subsidiary                444,266           180,782
       Common stock of subsidiary issued for services                              9,015
   Cash supplied (used) by changes in operating assets and liabilities:
       Accounts receivable                                                    (1,149,135)       (1,279,746)
       Inventories                                                               (10,227)           59,597
       Other current assets                                                     (189,158)          (78,956)
       Deposits and other assets                                                (154,669)           43,146
       Accounts payable and accrued expenses                                     415,407            33,559
       Deferred revenue                                                              560          (492,995)
       Deferred satellite rent obligations                                       (68,220)          (68,220)
       Deferred compensation                                                                         9,000
                                                                             ------------      ------------
                Net cash provided by operating activities                      2,303,732         1,661,608
                                                                             ------------      ------------
Investing activities:
         Purchases of property, plant and equipment                           (1,100,092)         (471,500)
         Purchases of available-for-sale securities                              (73,935)
                                                                             ------------      ------------
                Net cash used in investing activities                         (1,174,027)         (471,500)
                                                                             ------------      ------------
Financing activities:
       Net payments of stockholder loans                                         (57,788)         (139,972)
       Principal payments on long-term debt and capital leases                  (233,720)         (220,090)
       Dividends paid on preferred stock                                         (90,038)
       Proceeds from exercise of stock options                                    35,601
       Purchases of treasury stock                                              (110,449)         (100,066)
                                                                             ------------      ------------
                Net cash used in financing activities                           (456,394)         (460,128)
                                                                             ------------      ------------
Net increase in cash and cash equivalents                                        673,311           729,980
Cash and cash equivalents, beginning of year                                   2,574,429         1,844,449
                                                                             ------------      ------------
Cash and cash equivalents, end of year                                       $ 3,247,740       $ 2,574,429
                                                                             ============      ============
Supplemental disclosures of cash flow information:
        Interest paid                                                        $    34,900       $   102,500
                                                                             ============      ============
        Income taxes paid                                                    $ 2,154,000       $   412,000
                                                                             ============      ============
Supplemental disclosures of noncash investing and financing activities:
       Acquisition of equipment under capital lease obligations                                $   215,000
                                                                                               ============
       Common stock issued for purchases of inventory                                          $    18,750
                                                                                               ============
       Common stock issued upon converstion of preferred stock               $     1,174
                                                                             ============
       Common stock issued upon exercise of stock options in exchange
          for notes receivable from ex-employees                             $    65,800
                                                                             ============
</TABLE>

See Notes to Consolidated Financial Statements.

                                                     -32-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND BUSINESS

DESCRIPTION OF OPERATIONS

         Global Outdoors, Inc. ("Global Outdoors" or the "Parent") was
         incorporated under the laws of the State of Alaska on October 22, 1984.
         Global Outdoors earns revenues from the sale of memberships in The Gold
         Prospectors Association of America, Inc. ("GPAA"), from advertising in
         TV shows on The Outdoor Channel, from advertisements in its bi-monthly
         magazine, THE GOLD PROSPECTOR, from merchandise sales and from
         sponsored outings to prospect for gold. GPAA also operates gold
         prospecting trade shows and conventions from which it derives revenue
         from admissions and booth rentals and sells recreational gold
         prospecting-related merchandise.

         Other business activities of Global Outdoors consist of the promotion
         and sale of an "Alaska trip", a recreational gold mining expedition to
         the Cripple River property located near Nome, Alaska, and the sale of
         memberships in the Lost Dutchman's Association, Inc. ("LDMA-AU") which
         entitle members to engage in recreational prospecting on its
         California, Oregon, Nevada, Arizona, Colorado, Georgia, North Carolina
         and South Carolina properties. Global Outdoors has signed an agreement
         with another organization for the mutual use of recreational mining
         properties.

         Global Outdoors also owns a majority interest (84% at December 31, 2002
         and 2001) in The Outdoor Channel, Inc. ("The Outdoor Channel"), a
         national television network devoted to traditional outdoor activities,
         such as hunting, fishing, shooting sports, rodeo and recreational gold
         prospecting. The Outdoor Channel was incorporated under the laws of the
         State of Nevada in 1990 under the name Gold News Network, Inc. In 1996,
         the incorporated name was changed to its present name.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of Global
         Outdoors, LDMA-AU, GPAA and The Outdoor Channel (collectively, the
         "Company"). All material intercompany accounts and transactions have
         been eliminated in consolidation.

USE OF ESTIMATES

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make estimates and assumptions that affect reported
         amounts and disclosures. Accordingly, actual results could materially
         differ from those estimates.

                                      -33-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CASH AND CASH EQUIVALENTS

         The Company considers all highly-liquid investments with maturities of
         three months or less when acquired to be cash equivalents.

INVENTORIES

         Inventories are stated at the lower of cost or market. Cost is
         determined using the first-in, first-out ("FIFO") method.

DEPRECIATION AND AMORTIZATION

         Depreciation and amortization of costs of property and equipment are
         provided using the straight-line method over the estimated useful lives
         of the assets which range from five to 15 years.

TRADEMARKS

         The Outdoor Channel has the exclusive right to the trademark bearing
         its name. The costs of acquiring the trademark are being amortized on a
         straight-line basis over an estimated useful life of 15 years.

ADVERTISING

         The Company expenses the cost of advertising and promotions as
         incurred. Advertising costs charged to operations totaled $3,854,117
         and $2,482,133 in 2002 and 2001, respectively.

REVENUE RECOGNITION

         The Company generates revenues from membership sales, sales of
         television advertising time, Alaska trips, gold shows and member and
         prospective member outings.

         LDMA-AU memberships are contractual arrangements that provide members
         with recreational prospecting and mineral rights and the use of land
         and facilities for camping and recreational vehicle parking. LDMA-AU
         memberships sold by the Company generally have payment terms that
         provide for a down payment and monthly installments and are
         non-interest bearing and unsecured. Revenues are generally recognized
         on a straight-line basis over the estimated average life (7 years) of
         the LDMA-AU membership. The Company does not record any receivables
         arising under these contracts due to the uncertainty of collection.
         Accordingly, revenues recognized do not exceed the total of the cash
         payments received and cash received in excess of revenue earned is
         recorded as deferred revenue.

         The Company also sells one to four year and lifetime ("Gold Life") GPAA
         memberships. The majority of the memberships are for one year.
         Multi-year GPAA membership revenues are recognized on a straight-line
         basis over the life of a membership or an estimated life of 15 years
         for a lifetime membership. Merchandise sales for the GPAA is recognized
         as sales upon shipping and is included in the "Membership sales"
         revenue category.

                                      -34-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION (CONCLUDED)

         Advertising revenues for the Outdoor Channel are recognized when the
         advertisement is aired. Advertising revenues from advertisements in the
         Company's bi-monthly magazine are recognized when the magazine is
         distributed. Subscriber fees for The Outdoor Channel are recognized in
         the period the programming is aired by the distributor and collection
         is probable.

         Revenues from the "Alaska trip" are recognized when trips are taken in
         June through August each year. Revenues from outings and gold shows are
         recognized at the time of the event.

INCOME TAXES

         The Company accounts for income taxes pursuant to the asset and
         liability method which requires deferred income tax assets and
         liabilities to be computed for temporary differences between the
         financial statement and tax bases of assets and liabilities that will
         result in taxable or deductible amounts in the future based on enacted
         laws and rates applicable to the periods in which the temporary
         differences are expected to affect taxable income. Valuation allowances
         are established when necessary to reduce deferred tax assets to the
         amounts expected to be realized. The income tax provision is the tax
         payable or refundable for the period plus or minus the change during
         the period in deferred tax assets and liabilities.

IMPAIRMENT OF LONG-LIVED ASSETS

         The impairment of long-lived assets that do not have definite lives,
         such as property and equipment and trademarks, is recognized when
         events or changes in circumstances indicate that the undiscounted cash
         flows estimated to be generated by such assets are less than their
         carrying value and, accordingly, all or a portion of such carrying
         value may not be recoverable. Impairment losses are then measured by
         comparing the fair value of assets to their carrying amounts. The
         Company did not record any charges for the impairment of long-lived
         assets in 2002 or 2001.

EARNINGS PER SHARE

         The Company has presented "basic" and "diluted" earnings per common
         share in the accompanying consolidated statements of income in
         accordance with the provisions of Statement of Financial Accounting
         Standards No. 128, EARNINGS PER SHARE ("SFAS 128"). Basic earnings per
         common share is calculated by dividing net income applicable to common
         stock by the weighted average number of common shares outstanding
         during each period. The calculation of diluted earnings per common
         share is similar to that of basic earnings per common share, except
         that the denominator is increased to include the number of additional
         common shares that would have been outstanding if all potentially
         dilutive common shares, such as those that could be issued upon the
         exercise of stock options and warrants, the payment of deferred
         compensation payable in common stock and the conversion of preferred
         stock, were issued during the period.

                                      -35-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

EARNINGS PER SHARE (CONCLUDED)

         The computation of diluted earnings per share for 2002 and 2001 takes
         into account the effects on the weighted average number of common
         shares outstanding of the assumed exercise of all of the Company's
         outstanding stock options and warrants, adjusted for the application of
         the treasury stock method, the conversion of all of the Company's
         outstanding shares of preferred stock and the payment of deferred
         compensation. The number of shares potentially issuable at December 31,
         2002 and 2001 upon the exercise of stock options that were not included
         in the computation of net income per share because of antidilution
         totaled 30,000 and 46,000, respectively.

         The following table reconciles the weighted average common shares
         outstanding for basic earnings per share to the weighted average common
         shares outstanding for diluted earnings per share in 2002 and 2001:
<TABLE>
<CAPTION>
                                                                                     2002                 2001
                                                                                ---------------      --------------
                                                                                    Shares               Shares
                                                                                ---------------      --------------
<S>                                                                                  <C>                 <C>
Weighted average common shares outstanding                                           5,287,857           5,228,499
Dilutive effect of potential common shares
  issuable upon conversion of preferred stock                                                               58,725
Dilutive effect of potential common shares issuable for accrued deferred
   compensation                                                                        134,375             134,375
Dilutive effect of potential common shares
  issuable upon exercise of stock options and warrants, as adjusted for the
  application of the treasury stock method                                             428,374             417,063
                                                                                ---------------      --------------

Diluted weighted average common shares outstanding                                   5,850,606           5,838,662
                                                                                ===============      ==============
</TABLE>

TREASURY STOCK

         The Company has adopted the treasury stock method in accounting for the
         subsidiary's investment in the Parent. This is in accordance with ARB
         No. 51 "Consolidated Financial Statements", which provides that in
         consolidation the cost of the investment in the parent's common stock
         is treated as a cost of treasury shares. Since there is a minority
         interest in the subsidiary, the earnings per share calculation has been
         adjusted to reflect the subsidiary's minority shareholders as if they
         were indirect shareholders of the Parent.

STOCK-BASED COMPENSATION

         Statement of Financial Accounting Standards No. 123 ("SFAS 123"),
         ACCOUNTING FOR STOCK-BASED COMPENSATION, provides for the use of a fair
         value based method of accounting for stock-based compensation. However,
         SFAS 123 allows an entity to continue to measure compensation cost
         related to stock and stock options issued to employees using the
         intrinsic value method of accounting prescribed by Accounting
         Principles Board Opinion No. 25 ("APB 25"), ACCOUNTING FOR STOCK ISSUED
         TO EMPLOYEES. Entities electing to continue to use the intrinsic value
         method must make pro forma disclosures of net income or loss and
         earnings or loss per share as if a fair value method of accounting had
         been applied. The Company has elected to continue to account for its
         stock-based compensation to employees under APB 25.

                                      -36-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONCLUDED)

SALE OR ISSUANCE OF STOCK BY SUBSIDIARY

         The Company recognizes non-operating gains from sales or issuances of
         common stock by its subsidiaries directly to third parties where the
         Company's ownership percentage in the subsidiaries is reduced by the
         issuance of such stock and the amount received per share is more than
         the Company's carrying amount per share.

INVESTMENTS

         Pursuant to Statement of Financial Accounting Standards No. 115,
         ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES, the
         Company's investments in marketable equity securities have been
         classified as available-for-sale securities and, accordingly, are
         valued at fair value at the end of each period. Any material unrealized
         holding gains and losses arising from such valuation are excluded from
         income and recognized, net of applicable income taxes, in other
         comprehensive income, a separate component of stockholders' equity,
         until realized. There were no realized gains and losses and there was a
         net unrealized gain of $3,524 in 2002.

RECLASSIFICATIONS

         Certain amounts in the 2001 consolidated financial statements have been
         reclassified to conform to the 2002 presentations.

NOTE 3 - REVENUE TO BE EARNED UPON COLLECTION

         As of December 31, 2002, the approximate scheduled payments to be
         recognized as revenue, assuming such amounts are collected in future
         years from existing LDMA-AU sales contracts, are as follows:

                         Year Ending
                         December 31,                         Amount
                    ----------------------                ---------------

                      2003                                  $    975,000
                      2004                                       833,000
                      2005                                       820,000
                      2006                                       676,000
                      2007                                       873,000
                      Thereafter                               1,790,000
                                                          ---------------
                            Total                           $  5,967,000
                                                          ===============

                                      -37-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment at December 31, 2002 and 2001 consist of
         the following:

                                                        2002            2001
                                                    ------------    ------------
Membership recreational mining properties:
     Land                                           $   926,377     $   926,377
     Equipment                                           25,943          23,706
     Buildings and improvements                         557,934         533,989
                                                    ------------    ------------
                                                      1,510,254       1,484,072

Less accumulated depreciation                          (260,604)       (130,794)
                                                    ------------    ------------

         Subtotals                                    1,249,650       1,353,278
                                                    ------------    ------------
Alaska recreational mining properties:
     Land                                             1,129,773       1,129,773
     Buildings and improvements                         519,804         493,954
     Furniture and fixtures                               1,184           1,184
     Vehicles and equipment                           1,286,583       1,213,229
                                                    ------------    ------------
                                                      2,937,344       2,838,140

Less accumulated depreciation                        (1,790,027)     (1,739,665)
                                                    ------------    ------------

         Subtotals                                    1,147,317       1,098,475
                                                    ------------    ------------
Outdoor Channel:
     Equipment                                        1,918,446       1,319,944
     Furniture and fixtures                             130,850         174,658
     Vehicles                                           112,056
     Leasehold improvements                             344,454          80,238
                                                    ------------    ------------
                                                      2,505,806       1,574,840

Less accumulated depreciation and amortization       (1,197,294)       (863,702)
                                                    ------------    ------------

         Subtotals                                    1,308,512         711,138
                                                    ------------    ------------
Other equipment and leasehold improvements:
     Furniture and fixtures                              40,842          37,774
     Equipment                                          641,513         622,369
     Vehicles                                           201,533         201,533
     Leasehold improvements                              73,015          51,487
                                                    ------------    ------------
                                                        956,903         913,163

Less accumulated depreciation and amortization         (435,720)       (314,432)
                                                    ------------    ------------

         Subtotals                                      521,183         598,731
                                                    ------------    ------------

         Totals                                     $ 4,226,662     $ 3,761,622
                                                    ============    ============


                                      -38-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - LONG-TERM DEBT
<TABLE>
<CAPTION>

         Long-term debt (including stockholder loans and capital lease
         obligations) at December 31, 2002 and 2001 consists of the following:

                                                                                       2002              2001
                                                                                  --------------    -------------
<S>                                                                               <C>               <C>
Note payable to a bank, collateralized by substantially all of the Company's
      assets, guaranteed by three major stockholders, with interest due
      monthly at the prime rate plus 1.00% (an effective rate of 5.25% and
      5.75% at December 31, 2002 and 2001, respectively), due March 2005          $     196,875     $    284,375
Notes payable to individuals, collateralized by deed of trust, payable in
      monthly installments of $811 including interest at 8.5%, balance due
      January 2002, paid off in January 2002                                                              40,677
Note payable to an individual, collateralized by first deed of trust on
      land, payable in monthly installments of $746 including interest at
      9.5%, balance due August 2002, paid off in August 2002                                              32,615
Note payable to a finance company, collateralized by a motor home, payable
      at $520 per month including interest at 9%                                         42,237           44,553
Note payable to the major stockholder, collateralized by print equipment,
      payable at $5,000 per month including interest at 10%                              14,606           70,094
Notes payable to the major stockholder, maturing in September 2004 and
      bearing interest at 8% (a)                                                        577,950          435,234
Note payable to a finance company collateralized by a trailer, payable in
      monthly installments of $354 including interest at 9%, paid off during
      2002                                                                                                 4,715
Note payable to a finance company, collateralized by equipment, payable in
      monthly installments of $670 including interest at 7.9%                             2,635           10,095
Note payable to a finance company, collateralized by a vehicle,  payable in
      monthly installments of $680 including interest at 8.9%                            16,854           23,251
Note payable to a finance company, collateralized by a vehicle, payable in
      monthly installments of $656 including interest at 9.5%                            10,965           16,975
                                                                                  --------------    -------------
Total notes payable                                                                     862,122          962,584
Capital lease obligations (see Note 6)                                                  129,898          178,244
                                                                                  --------------    -------------
Totals                                                                                  992,020        1,140,828
Less current maturities                                                                 169,223          546,337
                                                                                  --------------    -------------
Long-term debt                                                                    $     822,797     $    594,491
                                                                                  ==============    =============
</TABLE>

(a)On March 1, 2003, certain notes payable to the major stockholder including
   accrued interest were combined into one unsecured note payable, with an
   interest rate of 8% and the maturity date was extended to September 1, 2004.

                                      -39-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - LONG-TERM DEBT (CONCLUDED)

         The aggregate principal payments of long-term notes and capital lease
         obligations in years subsequent to December 31, 2002 are as follows:

                          Year Ending
                          December 31,                     Amount
                     ----------------------            --------------

                       2003                                $169,223
                       2004                                 733,948
                       2005                                  56,446
                       2006                                  15,098
                       2007                                  17,305
                                                       --------------
                             Total                         $992,020
                                                       ==============

         Interest expense on stockholder loans aggregated $ 47,137 and $51,834
         in 2002 and 2001, respectively.

BANK LINES OF CREDIT

         On January 30, 2001, the Company entered into several revolving line of
         credit agreements with a bank. The total amount which can be drawn upon
         is $1,100,000 with a standby letter of credit for $140,000 issued under
         the line of credit. The revolvers have various interest rates ranging
         from .5% to 1% above the USB's reference rate and expire on various
         dates through March 1, 2005 and are collateralized by all the business
         assets. The revolvers have certain loan covenants in which the Company
         is in full compliance with at December 31, 2002. As of December 31,
         2002, the Company had no outstanding borrowings under its revolving
         lines of credit.

NOTE 6 - COMMITMENTS

OPERATING LEASES

         The Company leases facilities and equipment, including access to
         satellites for television transmission, under non-cancelable operating
         leases that expire at various dates through 2010. Generally, the most
         significant leases are satellite leases that require escalating rental
         payments. Rent expense is recognized on a straight-line basis over each
         lease term. The excess of the expense accrued over the amounts
         currently payable is reflected as deferred satellite rent obligations
         in the accompanying consolidated balance sheets.

         The Company leases its office space from a stockholder under a lease
         which required annual rental payments of $244,063 and $179,600 during
         2002 and 2001, respectively. In October 2002, the Company renegotiated
         certain provisions of the lease. As a result, the Company will be
         leasing additional space, and its monthly rental payments will increase
         to approximately $20,294 per month during 2003. The lease expires on
         December 31, 2003.

                                      -40-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6 - COMMITMENTS (CONCLUDED)

OPERATING LEASES (CONCLUDED)

         Total rental commitments under the operating lease agreements described
         above for years ending subsequent to December 31, 2002 are as follows:

                          Year Ending
                          December 31,                        Amount
                     ----------------------               ---------------

                       2003                                 $  2,223,000
                       2004                                    1,840,000
                       2005                                    1,560,000
                       2006                                    1,560,000
                       2007                                    1,560,000
                       Thereafter                              4,710,000
                                                          ---------------
                             Total                           $13,453,000
                                                          ===============

CAPITAL LEASES

         The Company leases certain equipment under capital leases which expire
         on various dates through 2006. At December 31, 2002, the Company's
         future minimum lease payments are as follows:

                            Year Ending
                           December 31,                         Amount
         --------------------------------------------       --------------

         2003                                                     $59,481
         2004                                                      52,074
         2005                                                      28,312
         2006                                                       9,036
                                                            --------------
         Less amount representing interest  at rates              148,903

         Ranging from 11% to 21.7%                                (19,005)
                                                            --------------
         Present value of minimum lease payments                  129,898

         Less current portion                                     (48,891)
                                                            --------------

         Long-term portion                                        $81,007
                                                            ==============

         The current and long-term portions of capital lease obligations are
         included in notes and capital lease obligations in the accompanying
         consolidated balance sheets (see Note 5).

                                      -41-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - INCOME TAXES

         The components of the net income tax provision for the years ended
         December 31, 2002 and 2001 are as follows:


                                          2002              2001
                                      ------------      ------------
         Current:
              Federal                 $ 1,616,224       $    74,428
              State                       453,204           123,718
                                      ------------      ------------
                  Total current         2,069,428           198,146
                                      ------------      ------------
         Deferred:
              Federal                    (154,812)          476,825
              State                       (32,455)           43,029
                                      ------------      ------------
                  Total deferred         (187,267)          519,854
                                      ------------      ------------

                  Totals              $ 1,882,161       $   718,000
                                      ============      ============

         The tax effects of the temporary differences that give rise to
         significant portions of the deferred tax assets and liabilities are
         presented below:

                                                      2002              2001
                                                  ------------      ------------
Deferred tax assets:
     Deferred compensation                        $   172,594       $   175,218
     Deferred revenues                                561,255           393,072
     Deferred rent                                    191,940           221,165
     Current state taxes                              155,109            42,113
     Bad debts                                         66,178            78,042
     Interest of shareholder loans                     61,133            42,885
     Other                                             30,349            26,469
                                                  ------------      ------------
                                                    1,238,558           978,964
                                                  ------------      ------------
Deferred tax liabilities:
     Deferred state taxes                             (73,310)          (62,275)
     Fixed assets - long term                         (46,111)
     Cash basis of accounting for income taxes        (66,600)          (49,313)
                                                  ------------      ------------

                                                     (186,021)         (111,588)
                                                  ------------      ------------

         Deferred tax assets, net                 $ 1,052,537       $   867,376
                                                  ============      ============

                                      -42-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - INCOME TAXES (CONCLUDED)

         The provision for income taxes reflected in the accompanying
         consolidated statements of income are different than those computed
         based on the applicable statutory Federal income tax rate of 34% in
         2002 and 2001 as shown below:

<TABLE>
<CAPTION>
                                                                  2002              2001
                                                               ------------      ------------
<S>                                                            <C>               <C>
Federal income tax provision at statutory income tax rate      $ 1,587,971       $   581,286

State taxes, net of Federal benefit                                277,694           110,087

Non-deductible expense                                              35,680
Other                                                              (19,184)           26,627
                                                               ------------      ------------

Provision for income taxes                                     $ 1,882,161       $   718,000
                                                               ============      ============
</TABLE>


NOTE 8 - EQUITY TRANSACTION

CONVERTIBLE PREFERRED STOCK

         Each share of preferred stock is convertible into one share of common
         stock of the Company. Accordingly, there were 58,725 shares of the
         Company's common stock at December 31, 2001 reserved for issuance on
         the conversion of the outstanding preferred shares. During 2002, all of
         the preferred shares were retired by converting the preferred shares to
         common stock.

         During 2002, the Company declared dividends on preferred stock for the
         years 2001, 2000 and 1999. The total amount of dividends paid amounted
         to $90,038. They were paid on February 19, 2002.


ISSUANCES OF COMMON STOCK BY THE COMPANY

         During 2002, the Company issued 31,850 shares of its common stock upon
         exercise of stock options by ex-employees and others and received
         $35,601 of cash payments for 11,400 shares and $65,800 of notes
         receivable for 20,450 shares. The notes receivable are classified as
         subscriptions receivable and are further described below.

         During 2001, the Company issued 5,500 shares of its common stock for
         the purchase of inventory items and services rendered. Accordingly, the
         fair value of the services of $12,000 was charged to selling, general
         and administrative expense in the accompanying consolidated statement
         of income.

                                      -43-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - EQUITY TRANSACTION (CONTINUED)

COMMON STOCK SUBSCRIPTIONS RECEIVABLE BY THE COMPANY

         On June 22, 1993, certain stockholders and other individuals exercised
         stock options for the purchase of a total of 104,069 shares of common
         stock. In connection therewith, these individuals issued promissory
         notes to the Company whereby they are obligated to pay a total of
         $221,250, plus interest at 4% per annum, on June 30, 1999. The due date
         for the payment of these notes has been extended several times through
         June 30, 2003. During 2002, one of the subscribers provided the Company
         with consulting services with a fair value of $32,000 and the Company
         offset its payable for the services against subscriptions receivable of
         $25,000 and accrued interest receivable of $7,000.

         During 2002, the Company received $65,800 of notes receivable upon
         exercise of stock options by ex-employees for 20,450 shares. The notes
         receivable bear interest at 5% per annum, are collateralized by 10,225
         shares of the Company's common stock and are due in May 2004. The notes
         receivable have been included in common stock subscriptions receivable
         as of December 31, 2002.

THE COMPANY'S STOCK OPTION PLANS

         The Company has three stock option plans: Stock Option Plan 1 ("Plan
         1"), Stock Option Plan 2 ("Plan 2") and the 1995 Stock Option Plan (the
         "1995 Plan"). It also may grant stock options that are not covered
         under any of the stock option plans. A summary of the status of the
         Company's three stock option plans and the other options granted
         outside of the plans as of December 31, 2002 and 2001 and changes
         during the years then ended is presented in the table that follows:

<TABLE>
<CAPTION>
                                                      2002                                       2001
                                      --------------------------------------     -------------------------------------
                                                               Weighted                                  Weighted
                                                               Average                                    Average
                                                               Exercise                                  Exercise
                                           Shares               Price                Shares                Price
                                      -----------------    -----------------     ----------------     ----------------
<S>                                           <C>                 <C>                   <C>                <C>
Outstanding at beginning of year              697,450             $3.12                 678,000            $2.79
Options granted                                50,000              9.32                  56,000             7.29
Options exercised                             (31,850)             3.28
Options canceled or expired                   (15,400)             4.53                 (36,550)            3.56
                                      -----------------                          ----------------
Options outstanding at end of year            700,200             $3.57                 697,450            $3.12
                                      =================                          ================
</TABLE>

                                      -44-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - EQUITY TRANSACTION (CONTINUED)

THE COMPANY'S STOCK OPTION PLANS (CONCLUDED)

<TABLE>
<CAPTION>
                                                                        2002                          2001
                                                              --------------------------    --------------------------

<S>                                                                <C>                            <C>
    Option price range at end of year                              $2.25 - $10.00                 $2.25 - $8.00

    Options available for grant at end of year                         167,650                       202,250

    Weighted-average fair value of 20,000 and
         56,000 options granted during the year
         with an exercise price equal to the market
         price at the date of grant                                     $5.70                         $4.35

    Weighted-average fair value of 30,000
         options granted during the year with an
         exercise price greater than the market
         stock price at the date of grant                                $6.02
</TABLE>


         The following table summarizes information about stock options
         outstanding at December 31, 2002, all of which are at fixed prices:
<TABLE>
<CAPTION>
                                                           Options                                   Options
                                                         Outstanding                               Exercisable
                                             -------------------------------------     -------------------------------------
                                                Weighted
                                                 Average             Weighted                                  Weighted
     Range of                                   Remaining             Average                                   Average
     Exercise               Number             Contractual           Exercise              Number              Exercise
      Prices              Outstanding             Life                 Price             Exercisable             Price
-------------------     ----------------     ----------------     ----------------     ----------------     ----------------
<S>                          <C>                <C>                    <C>                  <C>                  <C>
  $2.25 - $2.50              350,000            0.4 years              $2.33                350,000              $2.33

  $3.00 - $3.25              164,200            1.3 years              $3.02                164,200              $3.02

  $3.50 - $4.00               94,000            2.0 years              $3.77                 70,500              $3.77

$8.00 -$10.00                 92,000            3.6 years              $8.72                 40,500              $8.41
                        ----------------                                               ----------------

                             700,200                                   $3.57                625,200              $3.12
                        ================                                               ================
</TABLE>

                                      -45-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - EQUITY TRANSACTION (CONTINUED)

CHANGES IN OUTSTANDING OUTDOOR CHANNEL COMMON SHARES AND SHARES OWNED BY THE
COMPANY

         The changes in the number of outstanding common shares of the Outdoor
         Channel and the changes in the number of shares and the percentage
         owned by the Company during 2002 and 2001 are summarized below:

<TABLE>
<CAPTION>

                                                        Outdoor Channel
                                                             Common                  Owned by the Company
                                                             Shares          --------------------------------------
                                                          Outstanding             Shares              Percent
                                                        -----------------    -----------------    -----------------
       <S>                                                <C>                      <C>                  <C>
       Balance January 1, 2002 and December 31,
       2001                                                  10,524,018            8,817,916            84%
                                                                                                  =================

       Effects of shares issued in 2002 by
          The Outdoor Channel                                    18,492
                                                        -----------------    -----------------

       Balance December 31, 2002                             10,542,510            8,817,916            84%
                                                        =================    =================    =================
</TABLE>

         During 2002, The Outdoor Channel issued 18,492 shares at prices ranging
         from $1.50 to $5.00 per share to board members and employees for
         services performed and the exercise of stock options. The Company
         recorded gains from issuance of the shares of $46,786 in 2002. It also
         recorded increases in minority interests as a result of such issuances
         of $6,457.

                                      -46-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - EQUITY TRANSACTION (CONTINUED)

THE OUTDOOR CHANNEL'S STOCK OPTION PLAN

         During 1997, the Outdoor Channel established a stock option plan (the
         "1997 Plan") under which it may grant incentive and non-qualified stock
         options to its employees, directors, consultants and service providers
         to purchase up to an aggregate of 3,000,000 shares of its common stock
         at an exercise price determined by the administrator subject to one of
         the following: (a) the exercise price of an incentive option shall not
         be less than 100% of the fair market value of the common stock at the
         date of the grant; and (b) the exercise price of a non-qualified option
         shall not be less than 85% of the fair market value of the common stock
         at the date of the grant.

         A summary of the status of the Outdoor Channel's stock option plan at
         December 31, 2002 and 2001 and changes during the years then ended is
         presented in the table below:
<TABLE>
<CAPTION>
                                                          2002                         2001
                                             ---------------------------  -----------------------------
                                                              Weighted                       Weighted
                                                Shares        Average        Shares          Average
                                               or Price       Exercise      or Price         Exercise
                                               Per Share       Price        Per Share         Price
                                             -------------  ------------  -------------    ------------
<S>                                            <C>             <C>         <C>             <C>
Options outstanding at beginning of year       2,505,000       $   1.60    2,501,460       $   1.55

Options granted                                                                8,000           5.00

Options exercised                                 (3,500)          1.50

Options cancelled                                 (9,500)          1.50       (4,460)          2.00
                                               ----------                  ----------

Options outstanding at end year                2,492,000       $   1.59    2,505,000       $   1.60
                                               ==========                  ==========

Option price range at end of year            $1.50-$5.00                 $1.50-$5.00

Options available for grant at end of year       504,500                     495,000

Weighted average fair value of options granted
     during the year                                                           $1.11
</TABLE>

                                      -47-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - EQUITY TRANSACTION (CONTINUED)

THE OUTDOOR CHANNEL'S STOCK OPTION PLAN (CONCLUDED)

         The following table summarizes information about The Outdoor Channel's
         stock options outstanding at December 31, 2002, all of which are at
         fixed prices:
<TABLE>
<CAPTION>
                                                Weighted Average
                                                   Remaining
                                                Contractual Life                  Number
    Exercise              Number                   of Options                   of Options
     Price              Outstanding               Outstanding                  Exercisable
-----------------     ----------------    -----------------------------     -------------------
     <S>                 <C>                <C>                                   <C>
     $1.50               2,250,000                 4.9 years                      2,250,000

     $1.50                  34,000          1 year after termination                 34,000

     $2.50                 200,000                 5.2 years                        200,000

     $5.00                   8,000                 3.2 years                          4,000
                      ----------------                                      -------------------

                         2,492,000                                                2,488,000
                      ================                                      ===================
</TABLE>

ADDITIONAL REQUIRED DISCLOSURES RELATED TO THE STOCK OPTION PLANS OF THE COMPANY
AND THE OUTDOOR CHANNEL

         The Company has adopted the disclosure-only provisions of SFAS 123.
         Accordingly, no earned or unearned compensation cost was recognized in
         the accompanying consolidated financial statements for the stock
         options granted by either the Company or the Outdoor Channel to their
         employees. The Company's historical net income and earnings per common
         share and pro forma net income and earnings per share assuming
         compensation cost had been determined in 2002 and 2001 based on the
         fair value at the grant date for all awards by the Company and the
         Outdoor Channel consistent with the provisions of SFAS 123 are set
         forth below.

                                                    2002          2001
                                                 ----------    ----------
         Net income:
              As reported                        $2,295,029    $ 810,888
              Pro forma                          $2,100,263    $ 695,469

         Basic earnings per share:
              As reported                        $     0.42   $     0.16
              Pro forma                          $     0.40   $     0.13

         Diluted earnings per common share:
              As reported                        $     0.38   $     0.14
              Pro forma                          $     0.36   $     0.12


                                      -48-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - EQUITY TRANSACTION (CONCLUDED)

ADDITIONAL REQUIRED DISCLOSURES RELATED TO THE STOCK OPTION PLANS OF THE COMPANY
AND THE OUTDOOR CHANNEL (CONCLUDED)

         The fair value of each option granted by the Company and the Outdoor
         Channel in 2002 and 2001 was estimated on the date of grant using the
         Black-Scholes options pricing model with the following assumptions:

                                                  2002                2001
                                            ----------------    ----------------

Risk-free interest rate                          4.65%               5.04%
Dividend yield                                      0%                  0%
Expected life of the option (years):
    The Company                                      5                 4-5
    The Outdoor Channel                                                  5
Volatility factor                                  83%                 76%


NOTE 9 - RELATED PARTY TRANSACTIONS

         The Company has an agreement with a director, who is also one of its
         officers, pursuant to which it is compensating the officer at the
         current rate of $11,250 per month for legal and certain other services.
         During 2002, all was paid in cash. Prior to 2002, a portion of the
         compensation had to be paid each month in cash and the remainder was
         deferred. The deferred portion may be paid by the Company in cash or
         shares of the common stock of the Company and/or The Outdoor Channel at
         a future date, at the election of the director. If payments are in the
         form of shares, such payments shall be based on the market value of the
         shares at the time the services were rendered. Deferred compensation
         under the agreement totaled $317,750 as of December 31, 2002 and 2001.
         If payment was made of the entire deferred compensation balance in the
         form of shares at December 31, 2002, the Company and The Outdoor
         Channel would have been required to issue 134,375 and 125,726 shares,
         respectively, to satisfy their obligations to the director as of that
         date.


NOTE 10 -  SEGMENT INFORMATION

         The Company follows the provisions of Statement of Financial Accounting
         Standards No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND
         RELATED INFORMATION ("SFAS 131"). Pursuant to the provisions of SFAS
         131, the Company is reporting segment information in the same format
         reviewed by the Company's chief operating decision maker. The Company
         segregates its business activities into the major areas that generate
         revenues. LDMA-AU and GPAA membership sales and related activities are
         reported separately as they deal with recreational prospecting and
         rights to use land and facilities for camping and recreational vehicle
         parking. Trips and outings constitute another business activity of the
         Company whereby members can participate in a group prospecting activity
         at a Company site, usually lasting for a week or less. The annual
         Alaska trip, included in this category, allows members to travel to the
         Company's Alaska property from one to six weeks to participate in
         prospecting activities. The Outdoor Channel is a separate business
         activity whereby the subsidiary broadcasts television programming on
         "The Outdoor Channel" 24 hours a day, seven days a week, and recognizes
         advertising and subscription revenues.

                                      -49-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10 - SEGMENT INFORMATION (CONCLUDED)

         Information with respect to these reportable business segments for the
         years ended December 31, 2002 and 2001 are as follows:
<TABLE>
<CAPTION>
                                                                                              Additions to
                                              Income                         Depreciation      Property,
                                              Before           Total             And           Plant and
                            Revenues       Income Taxes        Assets        Amortization     Improvements
                          ------------     ------------     ------------     ------------     ------------
2002
----
<S>                       <C>              <C>              <C>              <C>              <C>
Trips and Outings         $   707,228      $    90,295      $ 3,012,874      $    50,361      $    99,204
The Outdoor Channel        16,680,027        4,457,334        7,476,458          341,032          930,966
Membership and
   merchandise sales        4,005,690           73,827        1,340,671          258,239           69,922
                          ------------     ------------     ------------     ------------     ------------

         Totals           $21,392,945      $ 4,621,456      $11,830,003      $   649,632      $ 1,100,092
                          ============     ============     ============     ============     ============

2001
----
Trips and Outings         $   921,366      $   253,930      $ 3,124,974      $    49,855      $   162,395
The Outdoor Channel        12,155,083        1,376,478        4,852,683          224,088          257,702
Membership and
   merchandise sales        4,157,088           79,262        1,236,487          297,451          266,403
                          ------------     ------------     ------------     ------------     ------------

         Totals           $17,233,537      $ 1,709,670      $ 9,214,144      $   571,394      $   686,500
                          ============     ============     ============     ============     ============
</TABLE>

         Intersegment sales amounted to $384,800 for the years ended December
         31, 2002 and 2001.

         During 2002 and 2001, one customer of The Outdoor Channel generated
         approximately 11% of total revenues. Accounts receivable from the one
         customer represented approximately 25% of total accounts receivable at
         December 31, 2002.


NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Company's financial instruments consist of its cash and cash
         equivalents, accounts receivable, accounts payable, long-term debt,
         capital lease obligations and related party receivables and payables.
         The carrying amounts of the Company's financial instruments generally
         approximated their fair values at December 31, 2002 and 2001. The fair
         market value of financial instruments classified as current assets or
         liabilities approximated their carrying value due to the short-term
         maturity of the instruments. It is not practicable to obtain the fair
         value of the Company's related party receivables and payables, as
         market comparable information is not available for such instruments.

                                      -50-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12 - CONTINGENCIES


         Financial instruments that potentially subject the Company to
         concentrations of credit risk consist principally of temporary cash
         investments and accounts receivable. The Company reduces credit risk by
         placing its temporary cash investments with major financial
         institutions with high credit ratings. At December 31, 2002, the
         Company had cash balances of approximately $3,130,000 with major
         financial institutions in certain investment accounts which were not
         covered by the Federal Deposit Insurance Corporation.

         The Company reduces credit risk related to accounts receivable by
         routinely assessing the financial strength of its customers and
         maintaining an allowance for doubtful accounts based on the credit risk
         of specific customers, historical trends and other information that
         management believes will adequately provide for credit losses.

         During 2002, the Company entered into a contract to sponsor a driver in
         ten professional car races to be held during 2002 and 2003. As amended,
         the contract calls for a total sponsorship price of $525,000 for the
         ten races of which the Company had paid $200,000 during 2002. The
         remainder of the amount due is contingent on whether the Company's
         sponsored driver qualifies for the upcoming races during 2003.

NOTE 13 - 401(K) SAVINGS PLAN

         The Company has adopted a 401(k) Plan (the "401(k) Plan"). The Company
         is required to make matching contributions to the 401(k) Plan in the
         amount of 50% of the first 6% of wages deferred by each participating
         employee. During 2002 and 2001, the Company incurred a total charge of
         approximately $46,600 and $48,393 for employer matching contributions,
         respectively.


                                      * * *


                                      -51-
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         Not Applicable.

                                    PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

         The directors, executive officers and key employees of the Company are
as follows:
<TABLE>
<CAPTION>
                    Name                   Age                           Position
          -----------------------       ------------     --------------------------------------------
          <S>                               <C>          <C>
          Perry T. Massie                   40           Chief Executive Officer, President,
                                                         Chairman of the Board, Co-President and
                                                         Chairman of the Board of The Outdoor
                                                         Channel

          Thomas H. Massie                  38           Executive Vice President, Secretary and
                                                         Vice Chairman of the Board

          Richard K. Dickson II             57           Chief Operating Officer, Chief Financial
                                                         Officer, General Counsel and Director

          Andrew J. Dale                    48           Chief Executive Officer and Co-President
                                                         of The Outdoor Channel

          Jacob J. Hartwick                 49           Executive Vice President of The Outdoor
                                                         Channel

          Wade E. Sherman                   32           Vice President of Business Development of
                                                         The Outdoor Channel

          Mark C. Corcoran                  40           Controller

          Amy L. Hendrickson                32           Vice President of Affiliate Sales and
                                                         Marketing of The Outdoor Channel
</TABLE>

         The term of each director will expire at the 2003 annual meeting of
stockholders and when a successor is elected and qualified or upon his earlier
death, resignation or removal. Officers serve at the discretion of the Board of
Directors.

         PERRY T. MASSIE has served as Chief Executive Officer of the Company
since 1986, and has served as President and Chairman of the Board since 1994.
From 1986 until 1996, Mr. Massie served as Chief Financial Officer of the
Company. He has been the Managing Editor of the Gold Prospector Magazine since
1988. Mr. Massie has served as Co-President of The Outdoor Channel since 1998


                                      -52-
<PAGE>

and Chairman of the Board since 1994. Mr. Massie is the host of the "Prospecting
America Show." Mr. Massie earned a Bachelor of Science degree in Mining
Engineering from the University of Alaska, Fairbanks. Perry T. Massie is the
brother of Thomas H. Massie.

         THOMAS H. MASSIE has served as Secretary and a director of the Company
since 1984. He has served as Executive Vice President of the Company and the
President of Gold Prospectors' Association of America, Inc. since 1994 and Vice
Chairman since 1999. Mr. Massie is also the host of the "Gold Fever Show." He
attended the University of Alaska, Fairbanks, studying business administration.
Thomas H. Massie is the brother of Perry T. Massie.

         RICHARD K. DICKSON II has served as Chief Operating Officer since 1999.
Mr. Dickson has served as Chief Financial Officer since 2000 and as General
Counsel and a director of the Company since 1994. From 1994 to 1999, he was
Senior Vice President of the Company. From 1984 until 1994, Mr. Dickson served
as the Company's corporate counsel and was a practicing attorney, specializing
in corporate and securities law, with his own firm from 1979 to 1997. Mr.
Dickson served as an attorney with the California Department of Corporations
from 1976 to 1979. He earned a Bachelor of Science degree in Business
Administration from the University of California at Berkeley, a Masters in
Business Administration from the University of Southern California and a law
degree from the University of the Pacific.

         ANDREW J. DALE has served as Chief Executive Officer and Co-President
of The Outdoor Channel since 1998. He was Chief Operating Officer of The Outdoor
Channel from 1997 to 1998. From 1994 to 1997 he was Senior Vice President
Operations of The Outdoor Channel. From 1990 to 1993, he was a video and
television consultant to both Global Outdoors, Inc. and The Outdoor Channel.
From 1989 to 1994, Mr. Dale was a production manager at Vidfilm Services, a
major Hollywood post-production facility, whose clients include Disney, MCA,
Columbia and a host of other major studios. Mr. Dale was born and raised in the
United Kingdom.

         JACOB J. HARTWICK has served as Executive Vice President of The Outdoor
Channel since 1997. From 1994 through 1999, he was Vice President of Sales and
Promotions of the Company. From 1994 to 1997, Mr. Hartwick was Vice President
Sales and Promotions of The Outdoor Channel. From 1991 to 1994, he served as a
Vice President of the Company. From 1986 through 1991, Mr. Hartwick served in
various sales, marketing and administrative positions with Global Outdoors and
its subsidiaries.

         WADE E. SHERMAN has been Vice President of Business Development of The
Outdoor Channel since 1997. In 1996, he was hired by The Outdoor Channel as an
Advertising Sales Representative and was promoted to Director of Advertising
Sales in 1996. From 1995 to 1996, Mr. Sherman was an Advertising Sales
Representative for Comcast Cablevision. From 1994 to 1995, he worked at radio
station KMNY, as a news anchor and an advertising sales representative. From
1993 to April 1994, he worked part-time at radio station KMNY. He earned a B.S.
Degree in Television/Film from California State University at Fullerton.

         MARK C. CORCORAN has served as the Controller of the Company since
2001. From 1999 to 2001, he served as Assistant Controller at McBride Electric,
Inc, a nation-wide electrical service company with about 800 employees and 14
offices. From 1998 to 1999, Mr. Corcoran served as Controller for International
Art Publishers, an art publisher for various artists. From 1996 to 1998, he
served as Controller for GilFranco Cigar Company, a cigar wholesaler. He has
over 17 years of accounting experience, mostly as Controller, in several types
of industries: boat sales and service, cigar wholesaler, international art
dealer, software designer, electronics manufacturer, insurance agency, RV sales
and service, and manufactured home dealer. Mr. Corcoran is an active member of
Broadcast Cable Financial Management Association and Cable Television
Administration and Marketing Association. Mr. Corcoran is a member of the Boy
Scouts of America, the Knights of Columbus, the National Rifle Association, and
is actively involved in community service. He earned a B.S. degree in Business
Administration with an emphasis in Accounting from California State University
at Long Beach.

                                      -53-
<PAGE>

         AMY L. HENDRICKSON has been Vice President Affiliate Sales and
Marketing of The Outdoor Channel since 1999. From 1998 to 1999, she served as
Director of Affiliate Sales and Marketing for the Channel. From 1997 to 1998,
Ms. Hendrickson worked in the national sales department of a broadcast station
owned by Cox Communications. From 1994 to 1997, she was a Traffic Manager for a
pair of broadcast stations owned by Clear Channel Communications. Ms.
Hendrickson is an active member of the Cable Television Administration and
Marketing Society and Women in Cable and Telecommunications. She attended
Eastern Michigan University where she studied Political Science and
Communications.


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Based solely upon its review of the copies of reports furnished to the
Company, or representations that no annual Form 5 reports were required, the
Company believes that all filing requirements under Section 16(a) of the
Exchange Act applicable to its directors, officers and any persons holding ten
percent (10%) or more of the Company's Common Stock with respect to the
Company's fiscal year ended December 31, 2002, were satisfied.


BOARD OF DIRECTORS

         The Board of Directors of the Company took action by unanimous written
consent or held meetings eleven (11) times during the fiscal year ended December
31, 2002. Each incumbent Director attended at least seventy-five percent (75%)
of the aggregate of the number of meetings of the Board and the number of
meetings held by all committees of the Board on which he served. The Company has
a Disclosure Controls and Procedures Committee consisting of Perry T. Massie,
Thomas H. Massie, Richard K. Dickson II, Andrew J. Dale, Mark C. Corcoran, and
Wade E. Sherman. The Company does not have any other standing committees. There
are presently three members of the Board of Directors who are Perry T. Massie,
Thomas H. Massie, and Richard K. Dickson II. The Company's Articles of
Incorporation, as amended, authorize the Board of Directors to be increased to a
maximum of nine directors.


ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth compensation received for the fiscal
years ended December 31, 2002, 2001 and 2000 by the Company's Chief Executive
Officer, and the other executive officers whose salary and bonus exceeded
$100,000 for fiscal years 2002, 2001 and 2000 (collectively, the "Named
Executive Officers"):

                                      -54-
<PAGE>
<TABLE>
<CAPTION>
                                                    SUMMARY COMPENSATION TABLE
                                                    --------------------------

                                              Annual Compensation                             Long Term Compensation
                                     ---------------------------------------    ----------------------------------------------------
                                                                                              Securities
                                                                    Other                       Under-                       All
                                                                   Annual       Restricted      Laying                      Other
  Name and Principal                                               Compen-        Stock        Options/        LTIP        Compen-
       Position            Year      Salary($)     Bonus($)       sation($)      Awards         /SARS         Payouts       sation
-----------------------    ------    ----------    ----------     ----------    ----------    -----------     --------     ---------
<S>                        <C>         <C>            <C>           <C>             <C>                <C>          <C>          <C>
Perry T. Massie, CEO       2002        138,680        44,675                        1,350              -            -            -
                           2001        137,000        39,539        16,231              -              -            -            -
                           2000        101,000        16,480         2,250          8,584              -            -            -

Thomas H. Massie,          2002        137,000        35,570                        1,350              -            -            -
Executive VP               2001        137,000        39,539        16,231

Richard K. Dickson         2002        138,959        19,305                        1,350              -            -            -
II, COO and CFO            2001        120,000        28,095        14,089              -              -            -            -
                           2000        120,000        14,043         2,250          8,584              -            -            -

                                                                                                                    -
Andrew J. Dale,  CEO       2002        132,000        48,750             -              -              -            -            -
and Co-President-Channel   2001        132,000        43,468             -              -              -            -            -
                           2000        104,000        36,407                       10,000

Wade E. Sherman, Vice      2002        126,000        44,600             -              -              -            -            -
President-Channel          2001        126,000        34,775             -              -              -            -            -
                           2000        151,445        11,375             -              -              -            -            -

Jacob J. Hartwick,         2002         70,548        32,156             -              -              -            -            -
Executive VP-Channel       2001         63,960        44,303

Amy L Hendrickson,         2002         45,000        57,520
Vice President-Channel     2001         45,000        68,997             -              -              -            -            -
</TABLE>
<TABLE>
<CAPTION>
                                            OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                            -------------------------------------

                                                                  % of Total
                                          Number of                Options
                                          Securities              Granted to              Exercise
                                          Underlying              Employees               or Base
                                           Options                in Fiscal                Price                Expiration
              Name                       Granted (#)               Year(1)               ($/Share)                 Date
----------------------------------    -------------------     -------------------    -------------------    -------------------
<S>                                         <C>                      <C>                   <C>                       <C>
Mark C. Corcoran, Controller                20,000                   40%                   $8.30                July 2007

</TABLE>


                                      -55-
<PAGE>
<TABLE>
<CAPTION>
                       AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
                       -------------------------------------------------------------------------------------

                                                                Number of Securities Underlying           Value of Unexercised
                                                                      Unexercised Options                 In-the-Money Options
                              Shares                                 At Fiscal Year-End(#)               at Fiscal Year-End($)
                                                               ----------------------------------    -------------------------------
                           Acquired On           Value
        Name               Exercise(#)        Realized($)      Exercisable       Unexercisable        Exercisable      Unexercisable
----------------------    ---------------    --------------    -------------    -----------------    --------------    -------------
<S>                             <C>                <C>             <C>                <C>               <C>                <C>
Perry T. Massie, CEO            -                  -               85,000                   -           $501,250               -

Thomas H. Massie                -                  -               85,000                   -            501,250               -

Richard K. Dickson II           -                  -               85,000                   -            465,000               -

Mark C. Corcoran                -                  -               11,000              29,000              1,250           3,750

</TABLE>

         The exercise price of the options listed above for Messrs. Perry T.
Massie and Thomas H. Massie are $2.25 per share for 50,000 shares and $2.50 per
share for 35,000 shares. The exercise price of the options listed above for Mr.
Dickson is $2.25 for 25,000 shares and $3.00 for 60,000 shares. The exercise
price of the options listed above for Mr. Corcoran is $8.00 for 20,000 shares
and $8.30 for 20,000 shares. The Closing Price of Global's Common Stock at 2002
fiscal year-end was $8.25 per share.


                               STOCK OPTION PLANS

         On May 26, 1993, the Company adopted two stock option plans ("Plan 1
Stock Options" and "Plan 2 Stock Options"). Plan 1 Stock Options are for persons
who held stock options prior to the adoption of Plan 1 Stock Options. There are
presently four persons who hold Plan 1 Stock Options for 115,000 shares of
Common Stock exercisable at a price of $2.50 per share. Plan 1 Stock Options are
non-qualified stock options and no further grants will be made under this plan.
Plan 2 Stock Options may be granted to provide incentives to executive officers,
employees and independent consultants. Options to purchase 285,000 may be
granted under Plan 2 Stock Options. Options to purchase 235,000 shares are
outstanding at an exercise price of $2.25 per share leaving options to purchase
50,000 shares available for grant. Plan 2 Stock Options are non-qualified stock
options.

         In September 1995, the Company authorized another stock option plan
(the "1995 Stock Option Plan"). The 1995 Stock Option Plan was approved by the
shareholders of the Company at the Company's 1996 Annual Meeting held on July
16, 1996. The 1995 Stock Option Plan provides for the grant of options to
purchase up to 500,000 shares of Common Stock in order to enhance the Company's
ability to attract and retain the services of qualified employees, officers,
directors, consultants and other service providers. The Company may grant
incentive stock options and non-qualified stock options under the 1995 Stock
Option Plan. As of December 31, 2002, there were options to purchase 350,200
shares of Common Stock outstanding under the 1995 Stock Option Plan with options
to purchase 117,650 shares of Common Stock available for grant. The options
granted under the 1995 Stock Option Plan are exercisable at prices ranging from
$3.00 to $10.00 per share.


                                 DIRECTOR'S FEES

         The directors of the Company are also executive officers of the
Company. During 2002, directors were compensated separately or reimbursed for
expenses incurred in attending meetings of the Board of Directors.

                                      -56-
<PAGE>

               BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION

         The Board of Directors has responsibility for matters that would be
handled by the Compensation Committee if Global had such a committee. The
Company considers services rendered, nature of the services, quality of
performance, past practice, and amount of present stock ownership in determining
executive compensation. The Company desires to encourage performance by stock
ownership.


                              EMPLOYMENT CONTRACTS

         As of December 31, 2002 the Company had an employment contract with
Richard K. Dickson II, its Chief Operating Officer and Chief Financial Officer
(See "Certain Relationships and Related Transactions," herein).


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of March 20, 2003 by each
director and executive officer of the Company, each person known to the Company
to be the beneficial owner of more than 5% of the outstanding Common Stock, and
all directors and executive officers of the Company as a group. Except as
otherwise indicated below, the Company believes that each person listed below
has sole voting and investment power with respect to the shares owned, subject
to applicable community property laws.

                                      -57-
<PAGE>

             NAME AND ADDRESS OF BENEFICIAL               SHARES BENEFICIALLY
              OWNER OR IDENTITY OF GROUP (1)                    OWNED (2)
              --------------------------                        -----

                                                       NUMBER        PERCENT

         Wilma M. Massie (3) .......................   1,731,326        32%

         Perry T. Massie (4) .......................   1,628,316        29%

         Thomas H. Massie (5) ......................   1,626,516        29%

         Richard K. Dickson II (6) .................     461,550         8%

         Mark C. Corcoran (7) ......................      21,000        <1%

         Andrew J. Dale (8) ........................      25,100        <1%

         Jacob J. Hartwick (9) .....................      20,112        <1%

         All directors and Named Executive
         Officers as a group (6 persons) (10) ......   3,782,594        67%


--------
(1)      The address of each shareholder is c/o Global Outdoors, Inc., 43445
         Business Park Dr., Suite 113, Temecula, California 92590.
(2)      Beneficial ownership is determined in accordance with the rules of the
         Securities and Exchange Commission and generally includes voting or
         investment power with respect to securities. Shares of Common Stock
         subject to options or warrants currently exercisable or convertible, or
         exercisable or convertible within 60 days of March 20, 2003, are deemed
         outstanding for computing the percentage of the persons holding such
         options but are not deemed outstanding for computing the percentage of
         any other person.
(3)      Includes 95,000 shares subject to options from the Company exercisable
         within 60 days of March 20, 2003 and shares held in trusts.
(4)      Includes 85,000 shares subject to options from the Company, 224,000
         shares subject to options from Wilma M. Massie exercisable within 60
         days of March 20, 2003, shares owned with Mr. Massie's wife and in
         trusts.
(5)      Includes 85,000 shares subject to options from the Company, 224,000
         shares subject to options from Wilma M. Massie exercisable within 60
         days of March 20, 2003, shares owned with Mr. Massie's wife and in
         trusts.
(6)      Includes 85,000 shares subject to options from the Company and 300,000
         shares subject to options from Wilma M. Massie exercisable within 60
         days of March 20, 2003.
(7)      Includes 21,000 shares subject to options from the Company exercisable
         within 60 days of March 20, 2003.
(8)      Includes 20,000 shares subject to options from the Company exercisable
         within 60 days of March 20, 2003.
(9)      Includes 20,000 shares subject to options from the Company exercisable
         within 60 days of March 20, 2003.
(10)     Includes directors' and executive officers' shares listed above,
         including 314,000 shares subject to options from the Company and
         748,000 shares subject to options from Wilma M. Massie exercisable
         within 60 days of March 20, 2003.

                                      -58-
<PAGE>

         The following table sets forth certain information regarding the
beneficial ownership of The Outdoor Channel's Common Stock as of March 20, 2003
by each director and executive officer of The Outdoor Channel, each person known
to the Company to be the beneficial owner of more than 5% of the outstanding
Common Stock, and all directors and executive officers of The Outdoor Channel as
a group. Except as otherwise indicated below, the Company believes that each
person listed below has sole voting and investment power with respect to the
shares owned, subject to applicable community property laws.


                                      -59-
<PAGE>
<TABLE>
<CAPTION>
     NAME AND ADDRESS OF BENEFICIAL                        SHARES BENEFICIALLY
      OWNER OR IDENTITY OF GROUP (1)                            OWNED (2)
      --------------------------                                -----
                                                          NUMBER        PERCENT
                                                          ------        -------
<S>                                                      <C>              <C>
 Gold Prospector's Association of America, Inc. (3)....  8,817,916        84%
 Elizabeth J. Sanderson-Burke (4)......................    870,755         8%
 Ray V. Miller (5).....................................    644,966         6%
 Jerry R. Berglund (6).................................    412,602         4%
 Andrew J. Dale (7)....................................    260,000         2%
 Perry T. Massie (8)...................................    209,934         2%
 Thomas H. Massie (9)..................................    207,648         2%
 Wilma M. Massie (10.)..................................   208,850         2%
 Richard K. Dickson II (11).............................   217,934         2%
 Jacob J. Hartwick (12).................................   206,000         2%
 Wade E. Sherman (13)...................................   100,000         1%
 Amy L. Hendrickson (14)................................     6,000        <1%
 All directors and Named Executive
 Officers as a group (11 persons) (15).................. 3,344,725        26%
</TABLE>

--------------
(1)      The address of each shareholder is c/o The Outdoor Channel, Inc., 43445
         Business Park Dr., Suite 103, Temecula, California 92590.
(2)      Beneficial ownership is determined in accordance with the rules of the
         Securities and Exchange Commission and generally includes voting or
         investment power with respect to securities. Shares of Common Stock
         subject to options or warrants currently exercisable or convertible, or
         exercisable or convertible within 60 days of March 20, 2003, are deemed
         outstanding for computing the percentage of the persons holding such
         options but are not deemed outstanding for computing the percentage of
         any other person.
(3)      Gold Prospector's Association of America, Inc. is 100% owned by Global
         Outdoors, Inc.
(4)      Includes 500,000 shares subject to options from The Outdoor Channel
         exercisable within 60 days of March 20, 2003 and shares held in various
         trusts. She is a director of The Outdoor Channel.
(5)      Includes 400,000 shares subject to options from The Outdoor Channel
         exercisable within 60 days of March 20, 2003 and 50,000 shares owned by
         Ray Miller's wife. He is a director of The Outdoor Channel.
(6)      Includes 200,000 shares subject to options from The Outdoor Channel
         exercisable within 60 days of March 20, 2003 and 110,000 shares owned
         by Jerry Berglund's wife and four children. He is a director of The
         Outdoor Channel.
(7)      Includes 250,000 shares subject to options from The Outdoor Channel
         exercisable within 60 days of March 20, 2003.
(8)      Includes 200,000 shares subject to options from The Outdoor Channel
         exercisable within 60 days of March 20, 2003. He is a director of The
         Outdoor Channel.
(9)      Includes 200,000 shares subject to options from The Outdoor Channel
         exercisable within 60 days of March 20, 2003. He is a director of The
         Outdoor Channel.
(10)     Includes 200,000 shares subject to options from The Outdoor Channel
         exercisable within 60 days of March 20, 2003. She is a director of The
         Outdoor Channel.
(11)     Includes 200,000 shares subject to options from The Outdoor Channel
         exercisable within 60 days of March 20, 2003. He is a director of The
         Outdoor Channel.
(12)     Includes 200,000 shares subject to options from The Outdoor Channel
         exercisable within 60 days of March 20, 2003.
(13)     Includes 100,000 shares subject to options from The Outdoor Channel
         exercisable within 60 days of March 20, 2003.
(14)     Includes 6,000 shares subject to options from The Outdoor Channel
         exercisable within 60 days of March 20, 2003.
(15)     Includes directors' and executive officers' shares listed above,
         including 2,456,000 shares subject to options from The Outdoor Channel
         exercisable within 60 days of March 20, 2003.

                                      -60-
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Company is leasing its administrative facilities from Wilma M.
Massie, a principal shareholder of the Company and the mother of Perry T. Massie
and Thomas H. Massie, under lease agreements currently requiring monthly rent
payments of $20,294 of which $12,794 is attributable to a separate lease The
Outdoor Channel entered into with the lessor in November 2001 and updated due to
changes is square footage as of October 2002. Rent expense for the Company
totaled $244,063 and $179,600 for the years ended December 31, 2002 and 2001,
respectively. Both leases expire on December 31, 2003.

         As of December 31, 2002 and 2001, the amount owed Wilma M. Massie for
two notes payable was $577,950 and $535,234, including accrued interest,
respectively. The original maturity dates of the loans from Wilma M. Massie were
December 31, 2002 and April 30, 2003 and bear interest from 9.5% to 10%. On
March 1, 2003, both notes payable including accrued interest were combined into
one unsecured note payable with an interest rate of 8% and the maturity date of
the new note was extended to September 31, 2004.

         As of December 31, 2002, the Company owed Wilma M. Massie an additional
$14,606, secured by print equipment purchased in May 2001. The Company is paying
this obligation at the rate of $5,000 per month including interest at 10%. This
loan was paid off in March 2003.

         In January 1998, the Company entered a ten year contract with the
Outdoor Channel whereby the Company has the rights to ten hours of programming
time and thirty sixty second advertising spots per week. The Company has the
option to renew this contract for two five year periods. For the first five
years of the contract, the Company is paid $7,400 per week under the contract.
For the second five years of the contract beginning January 2003, the Company is
paying $11,439 per week under the contract. The Company believes that the
contract was initially beneficial to The Outdoor Channel but is now a
significant asset to the Company. This contract was made in furtherance of the
Company's plan of establishing The Outdoor Channel as an independent and self
supporting company.

         Perry T. Massie and Thomas H. Massie each have an option to purchase
224,000 shares of the Company owned by Wilma M. Massie. Mr. Dickson has an
option to purchase 300,000 shares of the Common Stock of the Company owned by
Wilma M. Massie. In January 1996, Mr. Dickson exercised part of his option from
Wilma M. Massie and purchased 50,000 shares from her. These options are for a
term of ten years and expire in November 2004. The adjusted exercise price is
approximately $1.66 per share.

         From 1994 to April 1999, the Company had an agreement with Richard K.
Dickson II pursuant to which it paid Mr. Dickson at the rate of $10,000 per
month for legal and certain other services. Effective April, 1999, the Company
entered into an employment agreement with Richard K. Dickson II, its Chief
Operating Officer. The agreement was for one year and pursuant to the agreement
has been automatically extended for one year terms since then. The current
agreement provides for a salary of $11,250 per month. During 2002, all this
expense at his current salary has been paid. Prior to 2002, a portion of the
compensation was paid each month in cash and the remainder was deferred. The
deferred portion may be paid by the Company in cash or shares of the common
stock of the Company and/or The Outdoor Channel at a future date, at the
election of Mr. Dickson. If payments are to be in the form of shares, such
payments shall be based on the market value of the shares at the time the
services were rendered. Deferred ompensation under the agreement totaled


                                      -61-
<PAGE>

$317,750 as of December 31, 2002. If the payment of the entire deferred
compensation balance in the form of shares was made at December 31, 2002, the
Company and The Outdoor Channel would have been required to issue 134,375 and
125,726 shares, respectively, to satisfy their obligations to Mr. Dickson as of
that date. The agreement also provides that Mr. Dickson shall receive options to
purchase 60,000 shares of Common Stock at an exercise price of $3.00 per share.

         Perry T. Massie, Thomas H. Massie and Richard K. Dickson II are
officers and directors of the Company and The Outdoor Channel, Inc. Wilma M.
Massie is a principal shareholder of the Company and a director of The Outdoor
Channel, Inc. In December 1997, Messrs. P. Massie, T. Massie, R. Dickson, and
Wilma M. Massie were granted options to purchase 200,000 shares, each, of Common
Stock in The Outdoor Channel, Inc. The options are exercisable a $1.50 per share
and expire on December 31, 2007. At the time of the grants, The Outdoor Channel
was selling Common Stock in its private placement at $1.00 per share.

                                      -62-
<PAGE>

                                     PART IV


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:

Exhibit
Number   Description
------   -----------

3        Articles of Incorporation and by-laws, as amended *

4        Instruments defining the rights of security holders, including
         debentures *

10.1     Form of Plan 1 Stock Option Agreement (incorporated by reference to
         Exhibit 10.1 to the Company's Form 10-Q for the quarter ended September
         30, 1993).

10.2     Form of Plan 2 Stock Option Agreement (incorporated by reference to
         Exhibit 10.2 to the Company's Form 10-Q for the quarter ended September
         30, 1993).

10.3     Form of loan agreement for the exercise of Stock Options (incorporated
         by reference to Exhibit 10.3 to the Company's Form 10-Q for the quarter
         ended September 30, 1993).

10.4     Letter of intent dated August 27, 1993, regarding the proposed
         acquisition of Gold Prospector's Association of America, Inc. by the
         Company (incorporated by reference to Exhibit 10.4 to the Company's
         Form 10-Q for the quarter ended September 30, 1993).

10.5     Agreement and Plan of Reorganization dated February 13, 1995, by and
         between the Registrant and Gold Prospector's Association of America,
         Inc. (incorporated by reference to Exhibit B to the Company's Form 8-K
         dated February 13, 1995).

10.6     The Company's 1995 Stock Option Plan (incorporated by reference to
         Exhibit 10.6 to the Company's Form 10-KSB for the year ended December
         31, 1995).

10.7     Employment Agreement dated October 16, 1995 between the Company and
         Christopher B. Forgy (incorporated by reference to Exhibit 10.7 to the
         Company's Form 10-KSB for the year ended December 31, 1995).

10.8     Stock Option Agreement dated February 6, 1996 between the Company and
         Christopher B. Forgy (incorporated by reference to Exhibit 10.8 to the
         Company's Form 10-KSB for the year ended December 31, 1995).

10.9     Employment Agreement dated April 14, 1999 between the Company and
         Richard K. Dickson II.

--------------------
*  Incorporated by reference from S-1 Registration Statement filed with the SEC
   June 21, 1989; Amendment No. 1 thereto filed on November 28, 1989; Amendment
   No. 2 thereto filed on January 10, 1990; Amendment No. 3 thereto filed on
   February 7, 1990; SB-2 Registration Statement filed with the SEC August 5,
   1996; Amendment No. 1 thereto file on January 27, 1997; and Amendment No. 2
   thereto filed January 30, 1997.


                                      -63-
<PAGE>

10.10    Airtime agreement dated January 21, 1998 between the Company and The
         Outdoor Channel, Inc.

16       Letter re change in certifying accountant (incorporated by reference to
         Exhibit 16 to the Company's Form 8-K Amendment No.1 dated March 26,
         1996).

16.1     Letter re change in certifying accountant (incorporated by reference to
         Exhibit 16.3 to the Company's Form 8-K Amendment No. 1 filed December
         3, 1996).

16.2     Letter re change in certifying accountant (incorporated by reference to
         Exhibit 16.1 to the Company's Form 8-K filed March 10, 1998).

21       Subsidiaries of Registrant *



(b)      The company filed the following reports on Form 8-K during the quarter
         ended December 31, 2002, as follows:

         None

Item 14.  Controls and Procedures

         Our Chief Executive Officer and Chief Financial Officer have reviewed
         the disclosure controls and procedures relating to the Company within
         the 90 days preceding the date of this report and concluded that such
         controls and procedures are effective to make known to us all material
         information about the financial and operational activities of the
         Company. Our certifying officers have indicated in this annual report
         whether or not there were significant changes in internal controls or
         in other factors that could significantly affect internal controls
         subsequent to the date of our most recent evaluation, including any
         corrective actions with regard to significant deficiencies and material
         weaknesses.

                                      -64-
<PAGE>

                                   SIGNATURES

         In accordance with section 13 or 15 (d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                (Registrant)     GLOBAL OUTDOORS, INC.



                   By: (Signature and Title)      /s/ Perry T. Massie
                                                 -------------------------------
                                                 Perry T. Massie, President
                                                 Dated: March 28, 2003



         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated:



                   By: (Signature and Title)      /s/ Perry T. Massie
                                                 -------------------------------
                                                 Perry T. Massie, President,
                                                 CEO, and Director
                                                 Dated: March 28, 2003



                   By: (Signature and Title)      /s/ Thomas H. Massie
                                                 -------------------------------
                                                 Thomas H. Massie, Executive VP,
                                                 Secretary and Director
                                                 Dated: March 28, 2003



                   By: (Signature and Title)      /s/ Richard K. Dickson II
                                                 -------------------------------
                                                 Richard K. Dickson II, COO, CFO
                                                 (Principal Financial
                                                 Officer), General Counsel and
                                                 Director
                                                 Dated: March 28, 2003



                   By: (Signature and Title)      /s/ Mark C. Corcoran
                                                 -------------------------------
                                                 Mark C. Corcoran, Controller
                                                 Dated: March 28, 2003

                                      -65-

<PAGE>

                                 CERTIFICATION*

I, Perry T. Massie, certify that:

1. I have reviewed this annual report on Form 10-KSB of Global Outdoors, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements and other financial
information included in this annual report fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

         (b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

         (c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         (a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data, and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2003     /s/ Perry T. Massie
                         -----------------------------------------------
                         PERRY T. MASSIE, Chief Executive Officer



*Pursuant to Commission Release No. 33-8212, this certification will be treated
As "accompanying" this Annual Report on Form 10-KSB and not "filed" as part of
such report for purposes of Section 18 of the Exchange Act, or otherwise subject
to liability of Secion 18 of the Exchange Act and this certification will not be
deemed to be incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except to the extant that the
registrant specifically incorporates it by reference.

                                      -66-
<PAGE>


                                 CERTIFICATION*

I, Richard K. Dickson II, certify that:

1. I have reviewed this annual report on Form 10-KSB of Global Outdoors, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements and other financial
information included in this annual report fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exhchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

         (b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

         (c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         (a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data, and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 28, 2002     /s/ Richard K. Dickson II
                         -------------------------------------------------------
                         RICHARD K. DICKSON II, Chief Financial Officer
                         and Chief Operating Officer



*Pursuant to Commission Release No. 33-8212, this certification will be treated
As "accompanying" this Annual Report on Form 10-KSB and not "filed" as part of
such report for purposes of Section 18 of the Exchange Act, or otherwise subject
to liability of Secion 18 of the Exchange Act and this certification will not be
deemed to be incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except to the extant that the
registrant specifically incorporates it by reference.

                                      -67-
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Annual Report of Global Outdoors, Inc. (the
"Company") on Form 10-KSB for the year ended December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Perry T. Massie, Chief Executive Officer of the Company, certify, to the best of
my knowledge, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of
the Sarbanes-Oxley Act of 2002, that:

                  (1) The Report fully complies with the requirements of section
         13(a) or 15(d) of the Securities Exchange Act of 1934; and

                  (2) The information contained in the Report fairly presents,
         in all material respects, the financial condition and results of
         operations of the Company.

/s/ Perry T. Massie
-----------------------------

Chief Executive Officer
March 28, 2003


A signed original of this written statement required by Section 906 has been
provided to Global Outdoors, Inc. and will be retained by Global Outdoors, Inc.
and furnished to the Securities and Exchange Commission or its staff upon
request.


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Annual Report of Global Outdoors, Inc. (the
"Company") on Form 10-KSB for the year ended December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Richard K. Dickson II, Chief Financial Officer of the Company, certify, to the
best of my knowledge, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to
ss.906 of the Sarbanes-Oxley Act of 2002, that:

                  (1) The Report fully complies with the requirements of section
         13(a) or 15(d) of the Securities Exchange Act of 1934; and

                  (2) The information contained in the Report fairly presents,
         in all material respects, the financial condition and results of
         operations of the Company.

/s/ Richard K. Dickson II
-----------------------------------

Chief Financial Officer
March 28, 2003



A signed original of this written statement required by Section 906 has been
provided to Global Outdoors, Inc. and will be retained by Global Outdoors, Inc.
and furnished to the Securities and Exchange Commission or its staff upon
request.


                                      -68-