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, 2000
                          -----------------

                                       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 is not 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 $13,883,122

         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 16, 2001, 853,365 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 $6,506,908.

                         (ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PAST FIVE YEARS)

         Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

                   (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 25, 2001
---------------------------------           -----------------------------------

         Common Stock                                    5,274,073

                      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-
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

INTRODUCTORY

The following information includes forward-looking statements. Actual results
could differ materially.


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 and recreational gold prospecting. 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 over 5,000 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
35,000 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 2300 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:

         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 intensified 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: Based on a long term programming and
advertising agreement with The Outdoor Channel, the Company intends to utilize
The Outdoor Channel to market and sell outdoor-related products to specialty or
niche markets in addition to recreational gold prospecting, including hunting,
fishing and camping. 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.

                                      -3-
<PAGE>

         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
satellite 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 Outdoor Channel will continue to
explore strategic alternatives such as an investment from a larger entity in its
industry to bolster its growth and enhance value. The Company will continue to
consider retaining an investment bank to assist in this process.


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, the 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 incipient 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 March 1999, the Channel has supported itself solely through its
own revenues. As of March 25, 2001, 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.

         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, focused and
rapidly expanding 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 mainly by means of
satellite transmissions and through contractual relationships with operators of
cable television systems. The Company estimates that in the United States
approximately 67 million households have cable television, 15 million households
have a DBS television service such as Dish Network or Direct TV and the large
C-Band satellite dish ("C-Band") market has attracted another 2.5 million
households. In addition, "wireless cable" ("MMDS") and new video systems
presently being built by telephone companies provide additional opportunities
for the Company to distribute The Outdoor Channel. New digital programming
services offered by many cable operators has greatly increased the programming

                                      -4-
<PAGE>

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 AT&T. The Company believes that The Outdoor Channel is
available to approximately 30.5 million households.

         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 and Canada.
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 several filming sets at its
production facility from which some of its in-house programming is produced.
Commencing March 10, 2000, PanAmSat moved Galaxy 10R into the orbital position
formerly occupied by Galaxy 9. 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.

         The Outdoor Channel is currently carried on approximately 2,700
affiliated cable systems representing a potential of approximately 23 million
households, of which, the Channel has approximately 7.7 million subscribers. The
Channel is also available to approximately 5 million DBS households, of which
the channel has approximately 1.3 million. In addition, the Channel is
available, unscrambled, on C-Band satellite with approximately 2.5 million
households. 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. 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 has also
commenced a consumer awareness campaign whereby it has taken out full-page
advertisements in selected magazines with a traditional outdoor focus. The
Company has reserved the right to encrypt its signal requiring satellite viewers
to purchase subscriptions.

         DBS providers, such as EchoStar and DirecTV represent additional
potential distribution of The Outdoor Channel. The Outdoor Channel believes that
distribution by means of DBS will increase as market acceptance and the
installed base of DBS subscribers increase. The Outdoor Channel has a DBS
distribution agreement with EchoStar and was launched on EchoStar's DISH Network
in December 1998. Commencing February 1, 1999, The Outdoor Channel has been
available on the DISH Network on an al a carte basis (i.e. stand alone) for a
fee of $1.99 per month. The Channel receives a significant portion of the
monthly fees. Through February 2001, there were approximately 250,000 a la carte
subscribers to The Outdoor Channel on the DISH Network. In April 2000, The
Outdoor Channel was launched on the Dish Network's America's Top 150 package. As
of February 2001 there were approximately 1,050,000 subscribers to the Top 150
package.

         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.

                                      -5-
<PAGE>

ADVERTISING

         The Company derived approximately $6.8 million in advertising revenue
for the year ended December 31, 2000, 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.

         The Company believes that advertising on The Outdoor Channel is
attractive to advertisers because it allows them to execute both a general
market strategy of reaching more cable television viewers and a target market
strategy of reaching consumers interested in outdoor-related activities. The
Company believes that over the past 15 years, cable television has captured a
greater share of advertising budgets and that during this period, the overall
appeal for the major networks such as ABC, CBS and NBC, and for local broadcast
stations, has declined, while over the same period the overall appeal for basic
cable television programming services has increased. Because quality of
viewership is a significant factor in determining both advertisers' placement
strategy and the pricing of advertising time, cable advertising revenues have
grown significantly faster during this period than those of broadcast networks.

         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 and rapidly
growing market. Industry sources estimate that the outdoor life-style market is
currently worth approximately $190 billion yearly worldwide. 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. The Channel delivers a high concentration of males age 25-54, which
is the most coveted demographic to the advertising industry.

         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
outdoor enthusiast in mind, often after considering suggestions and
recommendations of its viewers. Therefore, The Outdoor Channel believes that
it's programming, as opposed to its closest competitors' programming, accurately
represents the values and interests of the 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
"America's Outdoor Journal," "Pillsbury Kids Outdoors," and "American
Outdoorsman." Approximately 10% of the Channel's programming is produced
in-house, examples of which, include "The Outdoor Channel Rodeo Roundup,"
""Prospecting America," "Gold Fever," "Whistle Stops," and the "Iditarod"
Special.

                                      -6-
<PAGE>

         In 2001, 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.


MARKETING

         In 1997, 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. 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 in
the future will constitute a significant asset of the Company.

         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 Outdoor Channel has entered into several cross marketing agreements
with outdoor related publications and organizations that have recognized the
value of advertising time on the Channel. This provides the Channel with a very
effective means of increasing consumer awareness and demand for The Outdoor
Channel. In 2000, the Channel continued its intensified consumer marketing
program to increase the Channel's brand awareness and to increase penetration of
digital cable subscribers and DISH Network subscribers. The plan utilizes with
full-page, color advertisements in selected outdoor publications with millions
of readers. In addition, the Channel increased its budget for affiliate
marketing with full page advertisements in cable industry trade publications.
The Company expects that these marketing efforts will increase the number of
households subscribing to the Channel.

         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 over
5,000 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 which the Company has been able
to retain at a minimal monthly expense advance which averages about $600 per
month. 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 very
little cost in 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.

                                      -7-
<PAGE>

         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. As funds
are available, the Company intends to purchase additional properties for use by
Lost Dutchman's members and to intensify its marketing efforts to recruit new
Lost Dutchman's members.

         GPAA

         GPAA is the largest recreational gold prospecting club in the world,
with approximately 31,000 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 which the Company has
been able to retain at a minimal monthly expense advance which averages about
$200 per month. 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.

         GPAA's initial memberships cost $67.50. 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. 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. GPAA also owns
approximately 50 hours of original programming of the Gold Prospectors Show
which the Company intends on re-editing and airing on The Outdoor Channel.

         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
and 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 2000, the Alaska trip had
approximately 380 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 and on the Gold Prospectors' Show
and Gold Fever Show.

         The Trips Division also offers the Mother Lode Expedition in September
and October. The destination of the Motherlode Expedition is the heart of the
historic Motherlode area in central California. Participation is generally
limited to 20 persons per week with a weekly fee of $950. The Motherlode
Expedition runs three to four weeks depending upon demand. Due to the size of
the Motherlode 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.

                                      -8-
<PAGE>

COMPETITION

         There is intense competition for viewers among companies providing
programming services via cable television and through other video delivery
systems. More than 120 programming services are currently 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 National Network and ESPN. 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. 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.

         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 advertising rates than its closest competitor due to a
higher percentage of viewership. 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, broadcasts The Outdoor
Channel to approximately 2.5 million direct to home large dish satellite
receivers and offers its advertisers exposure through a programming format which
focuses exclusively on the traditional outdoor lifestyle of hunting, fishing,
camping 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 1991 by Global.

                                      -9-
<PAGE>

                  Year                Participants
                  ----                ------------
                  1991                     220
                  1992                     215
                  1993                     579
                  1994                     538
                  1995                     369
                  1996                     378
                  1997                     430
                  1998                     317
                  1999                     345
                  2000                     375

         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 is 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.


EMPLOYEES

         As of December 31, 2000, the Company, not including The Outdoor
Channel, had a total of 36 employees of which 33 were full time. The Outdoor
Channel had a total of 42 employees all of which were full time. The Company
also engages the services of additional employees during the Alaskan trip
offered by the Trips Division. During 2001, the Company engaged the services of
approximately eight such seasonal employees. None of the Company's employees is
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.

                                      -10-
<PAGE>

         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. The
Company believes these developments are positive for The Outdoor Channel, as
they will result in significantly expanded channel capacity, new distributors to
whom the Company can market the network, and new pressures on cable operators to
launch new programming services, both for competitive reasons and because they
will once again be able to recover the costs of new programming through rate
actions. Congress and the FCC may, in the future, adopt new laws, regulations
and policies regarding a wide variety of matter 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.

         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 Company neither holds nor depends upon any material patent,
trademark, license or other proprietary right except "The Outdoor Channel(R)"
which is a registered trademark of The Outdoor Channel.

                                      -11-
<PAGE>


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 2300 patented
(*See definition of "patented," below) acres and is located in the Cape Nome
area of Alaska. 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, 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
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. The Stanton camp has reopened after completion of
significant sanitary facility and other improvements.


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
excellent 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.

                                      -12-
<PAGE>

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
Motherlode. 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 improvement to the property including two
pole barns, outhouse, water well and telephone. Vein Mountain has a caretaker
who lives on site. Future plans include bathrooms, showers, water and a
clubhouse. Completion of some improvements is estimated in 1 to 2 years. 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. The Company commenced work on obtaining local approval to construct
facilities in 1995. Junction Bar Placer has a caretaker who lives on site.
Completion of some improvements is estimated in 1 to 2 years.


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 twelve sites for hookups, 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 1 to 2
years and is subject to regulatory approval. There is Camping for up to 250
self-contained recreational vehicles.


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

                                      -13-
<PAGE>

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.


ITEM 3.  LEGAL PROCEEDINGS.

         From time to time the Company is a party to litigation arising in the
normal course of its business, none of which existing on the date hereof in the
opinion of management will have a material effect on the Company's operations or
financial position.


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

(a)      Not Applicable.

(b)      Not Applicable.

(c)      Not Applicable.

(d)      Not Applicable.

                                      -14-
<PAGE>

                                     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
                                                   ----                ---

         1999      First Quarter                   2.50               1.44
                   Second Quarter                  3.75               1.62
                   Third Quarter                   5.50               1.94
                   Fourth Quarter                  4.00               2.00

         2000      First Quarter                   4.25               3.13
                   Second Quarter                  4.50               2.88
                   Third Quarter                   3.94               2.62
                   Fourth Quarter                  4.69               3.00

         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 payable in
Common Stock to Global's Preferred Stockholders for the years 1991, 1992, 1993,
1994, 1995, 1996, 1997 and 1998. In 2001 Global intends to pay a dividend to its
Preferred Stockholders for 1999 and 2000.

         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.

         At present, Global has 60,675 shares of Preferred Stock outstanding.
Each share of Preferred Stock is convertible to 1 share of Common Stock which
conversion would afford greater liquidity for a Preferred shareholder.

         As of December 31, 2000, Global had 1,055 shareholders of record of its
Common Stock and 199 shareholders of its Preferred Stock.

                                      -15-
<PAGE>

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.
Description of Business-Important Factors Related to Forward-Looking Statements
and Associated Risks.


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 and recreational gold prospecting. 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 over 5,000 members and properties in
California, Alaska, Oregon, Nevada, Arizona, Colorado, Georgia, South Carolina
and North Carolina. GPAA is the largest recreational gold prospecting club in
the world with approximately 31,000 active members. GPAA also sells products and
services related to recreational gold prospecting and is the publisher of the
Gold Prospector magazine. Prior to being a wholly-owned subsidiary of the
Company, GPAA was an affiliated company which owned the Outdoor Channel. The
Company acquired 100% of the stock of GPAA in February 1995. The Company's Trips
Division sponsors unique recreational prospecting trips to the historic Mother
Lode area of California and to the Company's 2300 acre camp, located 11 miles
west of Nome, Alaska.

         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.

         Although The Outdoor Channel is not aligned with any sizable
entertainment or cable company, as are many other channels, it has, to date,
achieved substantial visibility in the cable industry. The Outdoor Channel is
committed to converting visibility for the Channel's programming into greater
distribution into cable households. Greater distribution will allow The Outdoor
Channel to charge higher advertising rates, command higher subscriber fees from
cable 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 MSOs 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.

                                      -16-
<PAGE>

         As of February 2001, The Outdoor Channel was carried on approximately
2,700 affiliated cable systems representing a potential of approximately 23
million households, of which, the Channel has approximately 7.7 million
subscribers. The Channel is also available to approximately 5.0 million DBS
households, of which the channel has approximately 1.3 million subscribers. In
addition, the Channel is available, unscrambled, on C-Band satellite with
approximately 2.5 million households. 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 representing over 40
million potential households. The Channel's list of affiliates includes AT&T
Corp., which acquired Tele-Communications Inc., and Time Warner, the two largest
cable operators in the country. In addition, the Channel is in active
negotiations with most of the other unsigned cable operators. 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.

         In February 1999, The Outdoor Channel launched on an a la carte basis
(i.e. stand alone) for a fee of $1.99 per month with EchoStar Satellite
Corporation's ("EchoStar") DISH Network. EchoStar is one of the largest direct
broadcast satellite companies ("DBS") in the U.S. with approximately 5.0 million
subscribers. Through February 2001, there were approximately 250,000 a la carte
subscribers to The Outdoor Channel on the DISH Network. The Channel receives a
significant portion of the monthly subscriber fees. In April 2000, The Outdoor
Channel was launched on the Dish Network's America's Top 150 package. As of
February 2001 there were approximately 1,050,000 subscribers to the Top 150
package.

         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, 2001, the Company would own approximately 68% of The Outdoor
Channel (See Note 8 to the Consolidated Financial Statements). In October 2000,
The Outdoor Channel authorized the purchase of up to 100,000 shares of the
Company's common stock. Through January 2001, the Channel had purchased 59,500
shares of the Company's common stock. It has not made any additional purchases
since January 2001.

         In November 1999, The Outdoor Channel renewed its media placement
agreement for two years with Frederiksen Television, Inc. for the placement of
direct response programming on The Outdoor Channel, primarily during off hours.
The Outdoor Channel receives significant revenues under this agreement.

         In December 1999, the Channel launched a consumer awareness program
with full page color advertisements in selected traditional outdoor
publications. The budget for this program is $3 million over two years.

         In October and November 2000, the Company retired the remaining
balances due on its Oconee, South Carolina and Vein Mountain, North Carolina
properties of approximately $59,000 and $45,000, respectively. In January 2001,
the Company retired approximately $45,000 of balance due on its Stanton, Arizona
property which represented about half the amount due on that property.

         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
On Line, Yahoo Finance and cnbc.com.

                                      -17-
<PAGE>

COMPARISON OF YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999

         REVENUES. The Company's revenues include revenues from advertising
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, 2000 were
$13,883,122, an increase of $4,906,680 or 55%, compared to revenues of
$8,976,442 for the year ended December 31, 1999. This increase was primarily the
result of an increase in advertising revenues and subscriber fees. Advertising
revenues increased substantially to $6,848,782 for the year ended December 31,
2000 compared to $4,273,581 for the year ended December 31, 1999, due primarily
to an increase in advertising revenue at The Outdoor Channel. Subscriber fees
more than doubled to $2,826,050 for the year ended December 31, 2000 compared to
$1,317,340 for the year ended December 31, 1999, due primarily to the increase
in subscriber fees from the DISH Network and cable television systems by The
Outdoor Channel. Membership services increased notably to $3,331,223 for the
year ended December 31, 2000, compared to $2,611,605 for the year ended December
31, 1999, 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 substantially to $877,057 for the
year ended December 31, 2000 compared to $773,916 for the year ended December
31, 1999 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 and general overhead. Expenses for the year ended December 31, 2000
were $11,640,256, a significant increase of $3,457,473, or 42%, compared to
$8,182,783 for the year ended December 31, 1999. This substantial increase in
expenses was due to the several factors. Selling, general and administrative
expenses increased substantially to $6,725,073 for the year ended December 31,
2000, compared to $5,185,741 for the year ended December 31, 1999. This increase
was due primarily to the expansion of The Outdoor Channel and related increases
in such areas as marketing and personnel. Advertising and programming expenses
increased substantially to $1,765,460 for the year ended December 31, 2000,
compared to $450,672 for the year ended December 31, 1999. This increase was due
primarily to The Outdoor Channel's consumer and trade industry awareness
campaigns. Satellite transmission fees remained nearly the same at $2,160,860
for the year ended December 31, 2000, compared to $2,062,403 for the year ended
December 31, 1999, due to the stabilization of transponder and uplink costs for
The Outdoor Channel. Trips and outings expenses increased significantly to
$988,863 for the year ended December 31, 2000, compared to $483,967 for the year
ended December 31, 1999, due primarily to increased participation on the Alaska
trip.

         INCOME BEFORE CREDIT FOR INCOME TAXES AND MINORITY INTEREST. Income
before credit for income taxes and minority interest as a percentage of revenues
increased to 16% for the year ended December 31, 2000 compared to 11% for the
year ended December 31, 1999. Certain components of this percentage changed
significantly. Income from operations was $2,242,866 for year ended December 31,
2000 compared to $793,659 for the year ended December 31, 1999. On the other
hand, gain on the sale or issuance of common stock of subsidiary decreased
significantly to $106,906 for the year ended December 31, 2000, compared to
$408,860 for the year ended December 31, 1999, due to The Outdoor Channel
closing its private placement on March 5, 1999 and with the gain in 2000 due
primarily to the issuance of stock for services.

         INCOME TAXES. The income tax credit for the year ended December 31,
2000, was $85,463 compared to $1,086,550 for the year ended December 31, 1999.
This was due to the Company utilizing a portion of its loss carryforward and
reducing its valuation allowance.

                                      -18-
<PAGE>

COMPARISON OF YEARS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998

         REVENUES. The Company's revenues include revenues from advertising
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, 1999 were
$8,976,442, an increase of $2,290,529 or 34%, compared to revenues of $6,685,913
for the year ended December 31, 1998. This increase was primarily the result of
an increase in advertising revenues and subscriber fees. Advertising revenues
increased substantially to $4,273,581 for the year ended December 31, 1999
compared to $2,213,660 for the year ended December 31, 1998, due primarily to an
increase in advertising revenue at The Outdoor Channel. Subscriber fees
increased exceptionally to $1,317,340 for the year ended December 31, 1999
compared to $124,434 for the year ended December 31, 1998, due primarily to the
receipt of subscriber fees from the DISH Network by The Outdoor Channel.
Membership services decreased significantly to $2,611,605 for the year ended
December 31, 1999, compared to $3,577,522 for the year ended December 31, 1998,
due primarily to the cumulative effect of the average life of Lost Dutchman's
memberships being changed from ten to seven years to reflect actual operating
experience for 1998. Revenues from the trips and outings was virtually the same
at $773,916 for the year ended December 31, 1999 compared to $770,297 for the
year ended December 31, 1998.

         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 and general overhead. Expenses for the year ended December 31, 1999
were $8,182,783, a significant increase of $1,535,063, or 23%, compared to
$6,647,720 for the year ended December 31, 1998. This substantial increase in
expenses was due primarily to the Company expanding its selling, general and
administrative expenses which increased substantially to $5,185,741 for the year
ended December 31, 1999, compared to $3,577,444 for the year ended December 31,
1998. This increase was due primarily to the expansion of The Outdoor Channel
and related increases in such areas as marketing and personnel. Satellite
transmission fees remained nearly the same at $2,062,403 for the year ended
December 31, 1999, compared to $2,278,956 for the year ended December 31, 1998,
due to the stabilization of transponder and uplink costs for The Outdoor
Channel. Trips and outings expenses decreased marginally to $483,967 for the
year ended December 31, 1999, compared to $516,283 for the year ended December
31, 1998, despite an increase in participation on the Alaska trip.

         INCOME BEFORE INCOME TAXES AND MINORITY INTEREST IN NET (INCOME) LOSS
OF CONSOLIDATED SUBSIDIARY. Income before income taxes and minority interest in
net (income) loss of consolidated subsidiary remained the same as a percentage
of revenues at 11% for the years ended December 31, 1999 and December 31, 1998.
Certain components of this percentage changed dramatically. Income from
operations was $793,659 for year ended December 31, 1999 compared to only
$38,193 for the year ended December 31, 1998. Also, gain on the sale of common
stock of subsidiary decreased significantly to $408,860 for the year ended
December 31, 1999, compared to $903,423 for the year ended December 31, 1998,
due to The Outdoor Channel closing its private placement on March 5, 1999.

         INCOME TAXES. The income tax credit for the year ended December 31,
1999, was $1,086,550 compared to $0 for the year ended December 31, 1998. This
was due to recognition of the high probability that the Company will be able to
utilize its loss carryforwards in future years that was present at December 31,
1999 and not present at December 31, 1998.


LIQUIDITY AND CAPITAL RESOURCES

         The Company provided cash from operations of $2,224,425 in 2000,
compared to providing cash from operations of $937,900 in 1999 and had a cash

                                      -19-
<PAGE>

and cash equivalents balance of $1,844,449 at December 31, 2000, which was an
increase of $1,094,098 from the balance of $750,351 at December 31, 1999.
Current assets increased to $5,021,182 in 2000 compared to $1,889,817 in 1999.
Current liabilities were similar at $1,273,482 for 2000 compared to $1,218,433
for 1999. Net working capital increased to $3,747,700 in 2000, compared to
$671,384 in 1999.

         In 2000, the Company generated an operating profit of $2,242,866
compared to an operating profit of $793,659 in 1999. In 1999, the Company
obtained cash from the sale of a 3% interest in The Outdoor Channel and
recognized a gain on the sale of $408,860. There were no sales of stock by the
Company in 2000.

         From April 1999 through the present, the Company has financed its
activities primarily from cash flow from operations and to a lesser degree
equipment and improvement financing.

         As of December 31, 2000, the Company had a note in the amount of
$200,000 payable to a bank outstanding at interest rate of 11.625%. 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.

         As of December 31, 2000, the Company had two notes payable to
unaffiliated individuals, with balances outstanding as of that date of $90,839
and $37,334. The notes bear interest rates that range from 8.5% to 9.5% and are
due in January 2002 and August 2001, respectively.

         As of March 2001, 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, 2002. 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 stockholders 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. The Outdoor Channel
retired its debt with the Company in 2000.


ITEM 7.  FINANCIAL STATEMENTS

         Following are consolidated financial statements of the registrant for
the years ended December 31, 2000 and 1999.

                                      -20-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES



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


                                                                            PAGE

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS.....................................22

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2000 AND 1999.......................23

CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED
    DECEMBER 31, 2000 AND 1999...............................................24

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
    YEARS ENDED DECEMBER 31, 2000 AND 1999...................................25

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED
    DECEMBER 31, 2000 AND 1999...............................................26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS................................27-45



                                      * * *

                                      -21-
<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, 2000 and 1999, 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, 2000 and 1999, 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
March 22, 2001

                                      -22-
<PAGE>

                               GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                                     CONSOLIDATED BALANCE SHEETS
                                     DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                     2000           1999
                                                                                 ------------   ------------
                                     ASSETS
                                     ------
<S>                                                                              <C>            <C>
Current assets:
     Cash and cash equivalents                                                   $ 1,844,449    $   750,351
     Accounts receivable, net of allowance for doubtful
         accounts of $206,766 and $57,766                                          1,613,167        965,371
     Inventories                                                                     116,957         54,810
     Deferred tax assets, net                                                      1,387,230         86,550
     Receivable from stockholders                                                     35,421         17,700
     Other current assets                                                             23,958         15,035
                                                                                 ------------   ------------
              Total current assets                                                 5,021,182      1,889,817
                                                                                 ------------   ------------
Property, plant and equipment, at cost, net:
     Membership recreational mining properties                                     1,378,611      1,352,373
     Alaska recreational mining properties                                         1,194,880      1,338,988
     Outdoor Channel equipment and improvements                                      670,084        505,063
     Other equipment and leasehold improvements                                      388,361        328,226
                                                                                 ------------   ------------
              Property, plant and equipment, net                                   3,631,936      3,524,650
                                                                                 ------------   ------------

Trademark, net of accumulated amortization of $57,357 and $42,777                    161,365        175,946
Deferred tax assets, net                                                                          1,000,000
Deposits and other assets                                                             84,775         89,062
                                                                                 ------------   ------------
              Totals                                                             $ 8,899,258    $ 6,679,475
                                                                                 ============   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
     Accounts payable and accrued expenses                                       $ 1,068,933    $   687,646
     Current portion of notes and capital lease obligations payable                  128,290        528,851
     Current portion of stockholder loans                                             76,259          1,936
                                                                                 ------------   ------------
              Total current liabilities                                            1,273,482      1,218,433

Stockholder loans, net of current portion                                            613,594        435,700
Other notes and capital lease obligations payable, net of current portion            467,747        661,237
Deferred revenue                                                                   1,802,555      1,818,468
Deferred satellite rent obligations                                                  584,480        624,700
Deferred compensation                                                                308,750        300,751
                                                                                 ------------   ------------
              Total liabilities                                                    5,050,608      5,059,289
                                                                                 ------------   ------------
Minority interest in subsidiary                                                      631,183        390,526
                                                                                 ------------   ------------
Commitments and contingencies
Stockholders' equity:
     Convertible preferred stock, nonvoting, 10% noncumulative, no
         liquidation preference, $.001 par value; 10,000,000
         shares authorized; 60,675 shares issued and outstanding                          61             61
     Common stock, $.02 par value; 50,000,000 shares authorized;
         5,274,073 and 5,266,073 shares issued and outstanding                       105,481        105,321
Common stock subscriptions receivable                                               (221,250)      (221,250)
Treasury stock, at cost; 47,000 shares                                              (189,466)
Additional paid-in capital                                                         3,429,272      3,360,195
Retained earnings (accumulated deficit)                                               93,369     (2,014,667)
                                                                                 ------------   ------------
              Total stockholders' equity                                           3,217,467      1,229,660
                                                                                 ------------   ------------
              Totals                                                             $ 8,899,258    $ 6,679,475
                                                                                 ============   ============
</TABLE>

See Notes to Consolidated Financial Statements

                                                -23-
<PAGE>

                               GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                                  CONSOLIDATED STATEMENTS OF INCOME
                               YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                  2000            1999
                                                              -------------   -------------
<S>                                                           <C>             <C>
Revenues:
     Advertising                                              $  6,848,782    $  4,273,581
     Subscriber fees                                             2,826,050       1,317,340
     Membership services                                         3,331,233       2,611,605
     Trips and outings                                             877,057         773,916
                                                              -------------   -------------

              Total revenues                                    13,883,122       8,976,442
                                                              -------------   -------------

Expenses:
     Satellite transmission fees                                 2,160,860       2,062,403
     Advertising and programming                                 1,765,460         450,672
     Trips and outings                                             988,863         483,967
     Selling, general and administrative                         6,725,073       5,185,741
                                                              -------------   -------------

              Total expenses                                    11,640,256       8,182,783
                                                              -------------   -------------

Income from operations                                           2,242,866         793,659

Other income (expense):
     Gain on sale or issuance of common stock of subsidiary        106,906         408,860
     Interest expense                                             (175,268)       (218,894)
     Interest income                                                72,370          27,125
                                                              -------------   -------------

Income before credit for income taxes and minority interest      2,246,874       1,010,750

Credit for income taxes                                             85,463       1,086,550
                                                              -------------   -------------

Income before minority interest                                  2,332,337       2,097,300

Minority interest in net income of consolidated subsidiary         224,301         165,782
                                                              -------------   -------------

Net income                                                    $  2,108,036    $  1,931,518
                                                              =============   =============

Earnings per common share:
     Basic                                                    $        ..40    $        .37
                                                              =============   =============
     Diluted                                                  $        ..38    $        .35
                                                              =============   =============

Weighted average number of common shares outstanding:
     Basic                                                       5,261,643       5,260,612
                                                              =============   =============
     Diluted                                                     5,531,201       5,501,487
                                                              =============   =============
</TABLE>

See Notes to Consolidated Financial Statements.

                                      -24-
<PAGE>

                               GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                               YEARS ENDED DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                                        Common
                                   Convertible                                           Stock
                                  Preferred Stock               Common Stock          Subscriptions
                             Shares          Amount        Shares         Amount       Receivable
                          -------------  -------------  -------------  -------------  -------------
<S>                             <C>      <C>               <C>         <C>            <C>
Balance, January 1, 1999        60,675   $         61      5,253,937   $    105,079   $   (221,250)

Common stock issued
   as dividend on
   preferred stock                                            12,136            242

Common stock issued
   for services

Net income
                          -------------  -------------  -------------  -------------  -------------

Balance, December 31,
   1999                         60,675             61      5,266,073        105,321       (221,250)

Common stock and
   common stock options
   issued for services                                         8,000            160

Subsidiary investment
   in parent

Net income
                          -------------  -------------  -------------  -------------  -------------

Balance, December 31,
   2000                         60,675   $         61      5,274,073   $    105,481   $   (221,250)

                          =============  =============  =============  =============  =============
</TABLE>

(CONTINUED)
<PAGE>

<TABLE>
<CAPTION>
                                                           Retained
                                           Additional      Earnings
                             Treasury       Paid-in      (Accumulated
                              Stock         Capital        Deficit)       Total
                          -------------  -------------  -------------  -------------
<S>                       <C>            <C>            <C>            <C>
Balance, January 1, 1999                 $  3,313,777   $ (3,921,913)  $   (724,246)

Common stock issued
   as dividend on
   preferred stock                             24,030        (24,272)

Common stock issued                            22,388                        22,388
   for services

Net income                                                 1,931,518      1,931,518
                          -------------  -------------  -------------  -------------

Balance, December 31,
   1999                                     3,360,195     (2,014,667)     1,229,660

Common stock and
   common stock options
   issued for services                         69,077                        69,237

Subsidiary investment
   in parent              $   (189,466)                                    (189,466)

Net income                                                 2,108,036      2,108,036
                          -------------  -------------  -------------  -------------

Balance, December 31,
   2000                   $   (189,466)  $  3,429,272   $     93,369   $  3,217,467

                          =============  =============  =============  =============
</TABLE>

See Notes to Consolidated Financial Statements.

                                                -25-
<PAGE>

                          GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                          YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                  2000           1999
                                                                              ------------   ------------
<S>                                                                           <C>            <C>
Operating activities:
   Net income                                                                 $ 2,108,036    $ 1,931,518
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation and amortization                                              506,322        257,182
       Provision for doubtful accounts                                            250,641          3,000
       Common stock issued for services                                            32,000
       Common stock options granted for services                                   37,237         22,388
       Deferred tax credit                                                        (85,463)    (1,086,550)
       Interest on stock subscription receivable                                  (17,721)        (8,850)
       Gains on sale of subsidiary stock to the public:
           Shares sold by the subsidiary                                                        (261,961)
           Shares sold by the Company                                                           (146,899)
       Minority interest in net income of consolidated subsidiary                 224,301        165,782
       Common stock of subsidiary issued for services                              16,356
       Cash supplied (used) by changes in operating assets and liabilities:
           Accounts receivable                                                   (898,437)      (563,021)
           Inventories                                                            (62,147)        (9,356)
           Other current assets                                                  (224,140)       (13,613)
           Income tax refund receivable                                                            1,549
           Deposits and other assets                                                4,287        (46,862)
           Accounts payable and accrued expenses                                  381,287        116,417
           Deferred revenue                                                       (15,913)       386,645
           Deferred satellite rent obligations                                    (40,220)       149,780
           Deferred compensation                                                    7,999         40,751
                                                                              ------------   ------------
                Net cash provided by operating activities                       2,224,425        937,900
                                                                              ------------   ------------
Investing activities:
   Purchases of property, plant and equipment                                    (578,219)      (954,282)
   Expenditures for trademarks                                                                    (2,056)
   Net proceeds from sale of investment in subsidiary                                            308,751
                                                                              ------------   ------------
                Net cash used in investing activities                            (578,219)      (647,587)
                                                                              ------------   ------------
Financing activities:
   Principal payments on long-term debt and capital leases                       (614,859)      (148,167)
   Net proceeds from (payments of) stockholder loans                              252,217        (26,771)
   Net proceeds from sale of subsidiary stock to the public                                      308,751
   Purchases of treasury stock                                                   (189,466)
                                                                              ------------   ------------
                Net cash provided by (used in) financing activities              (552,108)       133,813
                                                                              ------------   ------------
Net increase in cash and cash equivalents                                       1,094,098        424,126
Cash and cash equivalents, beginning of year                                      750,351        326,225
                                                                              ------------   ------------
Cash and cash equivalents, end of year                                        $ 1,844,449    $   750,351
                                                                              ============   ============
Supplemental disclosures of cash flow information - interest paid             $   140,158    $   311,825
                                                                              ============   ============
Supplemental disclosures of noncash investing and financing activities -
   acquisition of equipment under capital lease obligations                   $    20,808    $   201,644
                                                                              ============   ============
</TABLE>

See Notes to Consolidated Financial Statements.

                                           -26-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND BUSINESS

DESCRIPTION OF OPERATIONS

         Global Outdoors, Inc. ("Global Outdoors") 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 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, Alaska, Nevada, Arizona, Colorado, Georgia, North
         Carolina and South Carolina properties. Global Outdoors has also 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, 2000
         and 1999) 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.

                                      -27-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 $1,765,460
         and $450,672 in 2000 and 1999, 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.

                                      -28-
<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 based on
         when the advertisement is aired. Advertising revenues from
         advertisements in the Company's bi-monthly magazine is 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.

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 or credit 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 Company has adopted the provisions of Statement of Financial
         Accounting Standards No. 121, ACCOUNTING FOR THE IMPAIRMENT OF
         LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF ("SFAS
         121"). Under SFAS 121, the impairment of long-lived assets, such as
         property and equipment and intangible assets, 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 2000 and
         1999.

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 and the conversion of preferred
         stock, were issued during the period.

                                      -29-
<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 2000 and 1999 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, and the conversion of all of the Company's
         outstanding shares of preferred stock.

         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 2000 and 1999:

                                                             2000        1999
                                                          ----------  ----------


                                                            Shares     Shares
                                                          ----------  ----------

Weighted average common shares outstanding                5,261,643   5,260,612
Dilutive effect of potential common shares
  issuable upon conversion of preferred stock                60,675      60,675
Dilutive effect of potential common shares
  issuable upon exercise of stock options
  and warrants, as adjusted for the application
  of the treasury stock method                              208,883     180,200
                                                          ----------  ----------

Diluted weighted average common shares outstanding        5,531,201   5,501,487
                                                          ==========  ==========

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.

                                      -30-
<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 issuance's 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.


RECLASSIFICATIONS

         Certain amounts in the 1999 consolidated financial statements have been
         reclassified to conform to the 2000 presentation.


NOTE 3 - REVENUE TO BE EARNED UPON COLLECTION

         As of December 31, 2000, 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
                     ------------                                  ------------

                      2001                                         $ 1,565,329
                      2002                                           1,412,742
                      2003                                             886,438
                      2004                                             596,184
                      2005                                             486,510
                      Thereafter                                       459,211
                                                                   ------------
                            Total                                  $ 5,406,414
                                                                   ============

                                      -31-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment at December 31, 2000 and 1999 consist of
         the following:

                                                         2000           1999
                                                     ------------   ------------
Membership recreational mining properties:
     Land                                            $   926,377    $   926,378
     Equipment                                            22,043         18,463
     Buildings and improvements                          516,089        488,471
                                                     ------------   ------------
                                                       1,464,509      1,433,312

Less accumulated depreciation and amortization           (85,898)       (80,939)
                                                     ------------   ------------

         Subtotals                                     1,378,611      1,352,373
                                                     ------------   ------------

Alaska recreational mining properties:
     Land                                              1,129,773      1,129,773
     Buildings and improvements                          482,829        479,076
     Vehicles and equipment                            1,082,706        971,923
                                                     ------------   ------------
                                                       2,695,308      2,580,772

Less accumulated depreciation and amortization        (1,500,428)    (1,241,784)
                                                     ------------   ------------

         Subtotals                                     1,194,880      1,338,988
                                                     ------------   ------------

Outdoor Channel:
     Equipment                                         1,144,556        834,897
     Furniture and fixtures                              112,701         80,122
     Leasehold improvements                               59,880         38,301
                                                     ------------   ------------
                                                       1,317,137        953,320

Less accumulated depreciation and amortization          (647,053)      (448,257)
                                                     ------------   ------------

         Subtotals                                       670,084        505,063
                                                     ------------   ------------

Other equipment and leasehold improvements:
     Furniture and fixtures                               36,924         13,765
     Equipment                                           359,962        347,210
     Vehicles                                            201,533        167,983
     Leasehold improvements                               48,342         47,026
                                                     ------------   ------------
                                                         646,761        575,984

Less accumulated depreciation and amortization          (258,400)      (247,758)
                                                     ------------   ------------

         Subtotals                                       388,361        328,226
                                                     ------------   ------------

         Totals                                      $ 3,631,936    $ 3,524,650
                                                     ============   ============

                                      -32-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - LONG-TERM DEBT

         Long-term debt (including capital lease obligations) at December 31,
         2000 and 1999 consists of the following:

<TABLE>
<CAPTION>
                                                                                       2000             1999
                                                                                  --------------   --------------
<S>                                                                               <C>              <C>
Note payable to a bank, collateralized by substantially all of the Company's      $     200,000    $     652,394
      assets, guaranteed by three major stockholders, with interest due
      monthly at the prime rate plus 3.125% (an effective rate of 11.625%
      and 10.875% at December 31, 2000 and 1999, respectively), due March,
      2005
Notes payable to individuals, collateralized by deed of trust, payable in
      monthly installments of $811 including interest at 8.5%, balance due
      January, 2002                                                                      90,839           92,180
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 2001                                                      37,334           42,466
Note payable to an individual, collateralized by first deed of trust on
      land, payable in monthly installments of $900 including interest at
      9%, balance due April 2000                                                                          59,438
Note payable to individuals, collateralized by first deed of trust on land,
      payable in annual installments of $50,000 beginning in 1997, with
      interest at 7.5%, balance due January 2000                                                          45,191
Note payable to the major stockholder, collateralized by a motor home,
      payable at $520 per month including interest at 9%                                 46,502           48,608
Notes payable to two major stockholders, maturing in December, 2002 and
      April 30, 2003                                                                    643,351          389,029
Note payable to a finance company, collateralized by a vehicle, payable in
      monthly installments of $564 including interest at 10.3%                            2,670            8,549
Note payable to a finance company collateralized by a trailer, payable in
      monthly installments of $354 including interest at 9%                               8,337           11,672
Note payable to finance company, collateralized by equipment, payable in
      monthly installments of $670 including interest of 7.9%                            16,472
Note payable to finance company, collateralized by a vehicle  payable in
      monthly installments of $680 including 8.9% interest.                              29,197
Note payable to a vendor, payable in annual installments of $2,000                                         4,000
Note payable to a finance company, collateralized by a vehicle payable in
      monthly installments of $656 including 9.5% interest                               22,408
                                                                                  --------------   --------------
Total notes payable                                                                   1,097,110        1,353,527
Capital lease obligations (see Note 6)                                                  188,780          274,197
                                                                                  --------------   --------------
Totals                                                                                1,285,890        1,627,724
Less current maturities                                                                 204,549          530,787
                                                                                  --------------   --------------
Long-term debt                                                                    $   1,081,341    $   1,096,937
                                                                                  ==============   ==============
</TABLE>

                                      -33-
<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, 2000 are as follows:


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

                        2001                            $    205,000
                        2002                                 737,000
                        2003                                  57,000
                        2004                                  36,000
                        2005                                 251,000
                                                        -------------
                             Total                      $  1,286,000
                                                        =============

         Interest expense on stockholder loans aggregated $74,506 and $45,866 in
         2000 and 1999, respectively.


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 $140,000 and $88,500 during
         2000 and 1999, respectively. The lease was scheduled to expire on
         December 31, 2001. In February 2000, 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
         $12,287 per month over the remainder of its term. The lease will still
         expire on December 31, 2001.

                                      -34-
<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, 2000 are as follows:

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

                        2001                            $  2,051,724
                        2002                               1,904,280
                        2003                               1,904,280
                        2003                               1,789,520
                        2005                               1,560,000
                        Thereafter                         8,250,000
                                                        -------------
                             Total                      $ 17,459,804
                                                        =============

CAPITAL LEASES

         The Company leases certain equipment under capital leases which expire
         on various dates through 2005. At December 31, 2000, the Company's
         future minimum lease payments are as follows:

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

                        2001                                      $      86,217
                        2002                                             70,734
                        2003                                             46,008
                        2004                                             27,000
                        2005                                              1,342
                                                                  --------------
                                                                        231,301
             Less amount representing interest at rates
             ranging from 11% to 21.7%                                  (42,521)
                                                                  --------------

             Present value of minimum lease payments                    188,780

             Less current portion                                       (64,548)
                                                                  --------------

             Long-term portion                                    $     124,232
                                                                  ==============

         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).

                                      -35-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - INCOME TAXES

         The components of the net income tax provision (benefit) for the years
         ended December 31, 2000 and 1999 are as follows:


                                                    2000                1999
                                                 -----------        -----------
      Current:
           Federal                               $    47,882
           State                                     167,335
                                                 ------------
               Total current                         215,217
                                                 ------------
      Deferred:
           Federal                                   (74,583)       $  (858,550)
           State                                    (226,097)          (228,000)
                                                 ------------       ------------
               Total deferred                       (300,680)        (1,086,550)
                                                 ------------       ------------

               Net income tax benefit            $   (85,463)       $(1,086,550)
                                                 ============       ============

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

<TABLE>
<CAPTION>
                                                                   2000                1999
                                                                -----------        -----------
      <S>                                                       <C>                <C>
      Deferred tax assets:
           Net operating loss carryforwards                     $  312,045         $1,103,900
           Cash basis of accounting for income taxes             1,137,448            595,450
           Bad debts                                                88,578             15,500
                                                                -----------        -----------
                                                                 1,538,071          1,714,850

           Less valuation allowance                                                  (571,200)
                                                                -----------        -----------

               Deferred tax assets, net of valuation allowance   1,538,071          1,143,650

      Deferred tax liabilities - depreciation                     (150,841)           (57,100)
                                                                -----------        -----------

               Deferred tax assets, net                         $1,387,230         $1,086,550
                                                                ===========        ===========
</TABLE>

         As of December 31, 2000, the Company had available Federal net
         operating loss carryforwards of approximately $918,000. The Company
         used all state net operating loss carryforwards during 2000. The net
         operating loss carryforwards available as December 31, 2000 expire in
         2013.

         Due to the uncertainties related to, among other things, the extent and
         timing of its future taxable income and its ability to realize the
         potential benefits from the net operating loss carryforwards, the
         Company had offset its deferred tax assets by equivalent valuation
         allowances of $571,200 at December 31, 1999.

         During 2000, the Company was able to increase revenues substantially,
         generate pre-tax income for financial statement and tax reporting
         purposes and utilize a portion of its net operating loss carryforwards
         as shown above. In addition, management believes that it is more likely
         than not that the Company will be able to generate sufficient future
         taxable income to enable it to utilize all of the remaining net
         operating loss carryforwards available as of December 31, 2000.
         Accordingly, the Company reversed the valuation allowance of $571,200.

                                      -36-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - INCOME TAXES (CONCLUDED)

         The provision (credit) 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
         2000 and 1999 as shown below:

<TABLE>
<CAPTION>
                                                                   2000                1999
                                                                ------------       ------------

      <S>                                                       <C>                <C>
    Federal income tax provision at statutory income tax rate   $   740,249        $   198,750

    Effect of reduction in valuation allowance                     (571,200)          (198,750)

    Effect of reduction in valuation allowance for
         utilization of net operating loss carryforwards           (263,611)        (1,086,550)
    Alternative minimum tax                                          47,882
    State taxes, net of Federal benefit                             (38,783)
                                                                ------------       ------------

    Credit for income taxes                                     $   (85,463)       $(1,086,550)
                                                                ============       ============
</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, at December 31, 2000 and 1999, there
         were 60,675 shares of the Company's common stock reserved for issuance
         on the conversion of the outstanding preferred shares.

         The Company has not declared dividends on preferred stock for the years
         2000 and 1999.

ISSUANCES OF COMMON STOCK BY THE COMPANY

         During 2000, the Company issued 3,000 shares of its common stock for
         services rendered and recorded $12,000 as expense.

         During 2000, the Company also issued 5,000 shares of its common stock
         to employees for bonuses of $20,000, which amount has been charged to
         selling, general and administrative expense in the accompanying 2000
         consolidated statements of income.

         During 1999, the Company issued 12,136 shares of common stock to
         preferred stockholders as stock dividends.

                                      -37-
<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 until June 30, 2001.

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 grants 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, 2000 and 1999 and changes during the years
         then ended is presented in the table that follows:

<TABLE>
<CAPTION>
                                                          2000                            1999
                                              -----------------------------   -----------------------------
                                                                 Weighted                       Weighted
                                                                 Average                        Average
                                                                 Exercise                       Exercise
                                                  Shares          Price          Shares          Price
                                              -------------   -------------   -------------   -------------
<S>                                                <C>            <C>              <C>            <C>
Outstanding at beginning of year                   679,000        $2.78            415,000        $2.45
Options granted                                     30,000        $4.00            294,000        $3.24
Options canceled or expired                        (31,000)       $3.50            (30,000)       $3.00
                                              -------------                   -------------
Options outstanding at end of year                 678,000        $2.79            679,000        $2.78
                                              =============                   =============
</TABLE>

                                      -38-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - EQUITY TRANSACTION (CONTINUED)

THE COMPANY'S STOCK OPTION PLANS (CONCLUDED)


                                                       2000            1999
                                                  --------------  --------------

    Option price range at end of year             $2.25 - $4.00   $2.25 - $4.00

    Options available for grant at end of year       222,000         221,000

    Weighted average fair value of options
         granted during the year                      $2.35           $1.49


         The following table summarizes information about stock options
         outstanding at December 31, 2000, 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          2.4 years            $2.33              350,000            $2.33

  $3.00 - $3.25            219,500          2.9 years            $3.02              127,250            $3.03

  $3.50 - $4.00            108,500          4.0 years            $3.80               27,125            $3.80
                      ----------------                                         ----------------

                           678,000                                                  504,375
                      ================                                         ================
</TABLE>

                                      -39-
<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 2000 and 1999 are summarized below:

<TABLE>
<CAPTION>
                                                        Outdoor Channel
                                                             Common            Owned by the Company
                                                             Shares       ---------------------------------
                                                          Outstanding         Shares            Percent
                                                        ---------------   ---------------   ---------------

       <S>                                                  <C>                <C>                <C>
       Balance January 1, 1999                              10,257,000         9,000,000          88%
                                                                                            ===============

       Effect of shares sold through private
           placement in 1999:
                The Outdoor Channel (B)                        182,084

                The Company (B)                                                 (182,084)
                                                        ---------------   ---------------

       Balance December 31, 1999                            10,439,084         8,817,916          84%
                                                                                            ===============

       Effects of shares issued in 2000:
                The Outdoor Channel (A)                         84,936                 -

                                                        ---------------   ---------------

       Balance December 31, 2000                            10,524,020         8,817,916          84%
                                                        ===============   ===============   ===============
</TABLE>

         The Company recorded gains from sales or issuance of common stock by
         the Outdoor Channel of $106,906 and $261,961 in 2000 and 1999. It also
         recorded increases in minority interests as a result of such sales or
         issuance of $16,356 and $46,790 in 2000 and 1999. The Company also
         recognized a gain of $146,899 on the shares of Outdoor Channel common
         stock it sold through the private placement in 1999.

         In connection with the private placement memorandum, the Outdoor
         Channel authorized the issuance of 21,700 shares of common stock valued
         at $33,200 (or $1.50 per share) as a syndication fee. The 21,700 shares
         have not been issued as of December 31, 2000.

------------------------

A  During 2000, the Outdoor Channel issued 84,936 shares of Outdoor Channel
   common stock at prices ranging from $1.00 to $2.00 per share to board
   members, employees and consultants for services performed.

B  During 1999, both the Outdoor Channel and the Company sold 182,084 shares of
   Outdoor Channel common stock at prices ranging from $1.50 to $2.00 per share
   pursuant to a private placement that was exempt from registration under the
   Securities Act of 1933 and each received proceeds of $308,751 from their
   respective sales.

                                      -40-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - EQUITY TRANSACTION (CONTINUED)

THE OUTDOOR CHANNEL'S STOCK OPTION PLANS

         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, 2000 and 1999 and changes during the years then ended is
         presented in the table below:

<TABLE>
<CAPTION>
                                                          2000                            1999
                                              -----------------------------   -----------------------------
                                                                 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         2,501,460         $1.55         2,300,000         $1.50

Options granted                                          -                         204,460         $2.50

Options cancelled                                        -                          (3,000)        $1.50
                                              -------------                   -------------

Options outstanding at end year                  2,501,460         $1.55         2,501,460         $1.55
                                              =============                   =============

Option price range at end of year              $1.50-$2.50                     $1.50-$2.50

Options available for grant at end of year       548,540                         548,540

Weighted average fair value of options granted
     during the year                                -                             $1.29
</TABLE>

                                      -41-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - EQUITY TRANSACTION (CONTINUED)

THE OUTDOOR CHANNEL'S STOCK OPTION PLANS (CONCLUDED)

         The following table summarizes information about the Outdoor Channel's
         stock options outstanding at December 31, 2000, all of which are at
         fixed prices:

<TABLE>
<CAPTION>
                                              Options Outstanding                   Options 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>
      $1.50              2,286,000        6.8 years            $1.50              2,286,000          $1.50

      $2.00                  4,460        0.2 years            $2.00                  4,460          $2.00

      $2.50                211,000        6.8 years            $2.50                211,000          $2.50
                   ----------------                                         ----------------
                         2,501,460                                                2,501,460
                   ================                                         ================
</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 2000 and 1999 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.

                                                     2000              1999
                                               ---------------   ---------------
Net income:
     As reported                               $    2,108,036    $    1,931,518
     Pro forma                                 $    1,867,452    $    1,152,720

Basic earnings per share:
     As reported                               $          .40    $          .37
     Pro forma                                 $          .35    $          .22

Diluted earnings per common share:
     As reported                               $          .38    $          .35
     Pro forma                                 $          .34    $          .21

                                      -42-
<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 2000 and 1999 was estimated on the date of grant using the
         Black-Scholes options pricing model with the following assumptions:

<TABLE>
<CAPTION>
                                                                              2000              1999
                                                                        ---------------   ---------------

         <S>                                                                  <C>               <C>
         Risk-free interest rate                                              6.3%              6.3%
         Dividend yield                                                        0%                0%
         Expected life of the option (years):  The Company                    1-5               1-5
                                               The Outdoor Channel                              1-7
         Volatility factor:  The Company                                      72%               46%
                             The Outdoor Channel                                                60%
</TABLE>


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 rate
         of $10,000 per month for legal and certain other services. A portion of
         the compensation has to be paid each month in cash and the remainder is
         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, subject to the mutual agreement of the Company and the
         director. If they agree to payments 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 $308,750 and $300,751 as of December 31, 2000 and 1999,
         respectively. If the parties had agreed to the payment of the entire
         deferred compensation balance in the form of shares at December 31,
         2000, the Company and the Outdoor Channel would have been required to
         issue 133,215 and 131,226 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.

                                      -43-
<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, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                                                                                        Additions to
                                                     Income                           Depreciation        Property,
                                                     Before             Total              and            Plant and
                                   Revenues       Income Taxes         Assets         Amortization       Improvements
                               ---------------   ---------------   ---------------   ---------------   ---------------

<S>                            <C>               <C>               <C>               <C>               <C>
2000
----
Trips and Outings              $      877,057           268,382    $    2,962,579    $       25,011    $      114,536
The Outdoor Channel                 9,294,644         1,959,458         4,197,493           211,843           363,819
Membership sales of
   recreational
   prospecting and
   mineral rights and
   merchandise sales                3,711,421            19,034         1,739,186           269,468            99,864
                               ---------------   ---------------   ---------------   ---------------   ---------------

         Totals                $   13,883,122    $    2,246,874    $    8,899,258    $      506,322    $      578,219
                               ===============   ===============   ===============   ===============   ===============

1999
----
Trips and Outings              $      773,916    $      174,131    $    1,338,988    $       83,544    $       75,911
The Outdoor Channel                 5,300,002           606,968         2,389,463           133,772           367,623
Membership sales of
  recreational
  prospecting and
  mineral rights and
  merchandise sales                 2,902,524           229,651         2,951,024            39,866           510,748
                               ---------------   ---------------   ---------------   ---------------   ---------------

         Totals                $    8,976,442    $    1,010,750    $    6,679,475    $      257,182    $      954,282
                               ===============   ===============   ===============   ===============   ===============
</TABLE>


         During 2000, two customers of the Outdoor Channel each generated
         approximately 15% of total revenues. During 1999, the two customers
         generated approximately 17% and 11% of total revenues.


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, 2000 and 1999. 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.

                                      -44-
<PAGE>

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12 - CONTINGENCIES

CONCENTRATIONS OF CREDIT RISK

         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, 2000, the
         Company had cash balances of approximately $1,619,000 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 that management believes
         will adequately provide for credit losses.

LITIGATION

         The Company is from time to time involved in litigation as both
         plaintiff and defendant arising in the ordinary course of business. In
         the opinion of management, the results of the pending litigation should
         not have a material adverse effect on the Company's financial position,
         results of operations or cash flows.


                                      * * *

                                      -45-
<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               38         Chief Executive Officer, President,
                                                   Chairman of the Board, Co-President and
                                                   Chairman of the Board of The Outdoor
                                                   Channel

          Thomas H. Massie              36         Executive Vice President, Secretary and
                                                   Vice Chairman of the Board

          Richard K. Dickson II         55         Chief Operating Officer, General Counsel
                                                   and Director

          Andrew J. Dale                46         Chief Executive Officer and Co-President
                                                   of The Outdoor Channel

          Jacob J. Hartwick             47         Executive Vice President of The Outdoor
                                                   Channel

          Wade E. Sherman               30         Vice President of Business Development of
                                                   The Outdoor Channel

          Steven M. Matano              45         Controller

          Amy L. Hendrickson            30         Vice President of Affiliate Sales and
                                                   Marketing of The Outdoor Channel
</TABLE>

         The term of each director will expire at the 2001 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 as President and Chairman of the Board since 1994. From 1986
until January 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 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.

                                      -46-
<PAGE>

         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 April
1999 and has served as General Counsel and a director of the Company since 1994.
>From 1994 to April 1999 he was Senior Vice President of the Company. From
November 1984 until 1994, Mr. Dickson served as the Company's corporate counsel
and has been a practicing attorney, specializing in corporate and securities
law, with his own firm since 1979. 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
since September 1998 and was President from November 1997 to September 1998. He
was Chief Operating Officer of The Outdoor Channel from November 1997 to
September 1998. From 1994 to November 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 is a native of the United
Kingdom. He is a member of the Society of Motion Picture and Television
Engineers (SMPTE) and the Cable Television Association for Marketing (CTAM).

         JACOB J. HARTWICK has served as Executive Vice President of The Outdoor
Channel since November 1997. From 1994 through 1999, he was Vice President of
Sales and Promotions of the Company. From 1994 to November 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 November 1997. In February 1996, he was hired by The
Outdoor Channel as an Advertising Sales Representative and was promoted to
Director of Advertising Sales in July 1996. From April 1995 to February 1996,
Mr. Sherman was an Advertising Sales Representative for Comcast Cablevision.
>From May 1994 to April 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.

         STEVEN M. MATANO has served as the Controller of the Company since
March 2001. From 1993 to March 2001, he was employed in the areas of field
accounting, systems and sales, by Thousand Trails, Inc., a full service resort
and membership campground company with annual sales of $75 million. Mr. Matano
earned a B.A. degree in Accounting from Roger Williams College in Bristol, Rhode
Island. He is a member of the National Association of Accounting Professionals.

         AMY L. HENDRICKSON has been Vice President Affiliate Sales and
Marketing of The Outdoor Channel since December 1999. From July 1998 to December
1999, she served as Director of Affiliate Sales and Marketing for the Channel.
>From 1997 to July 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.

                                      -47-
<PAGE>

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, 2000, were satisfied.


BOARD OF DIRECTORS

         The Board of Directors of the Company took action by unanimous written
consent or held meetings six (6) times during the fiscal year ended December 31,
2000. 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 does not
have any standing committees. There are presently three members of the Board of
Directors. Company's Articles of Incorporation, as amended, authorize the Board
of Directors to be increased to a maximum of seven directors.


ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth compensation received for the fiscal
years ended December 31, 2000, 1999 and 1998 by the Company's Chief Executive
Officer, and the other executive officers whose salary and bonus exceeded
$100,000 for fiscal years 2000, 1999 and 1998 (collectively, the "Named
Executive Officers"):


                           SUMMARY COMPENSATION TABLE
                           --------------------------

<TABLE>
<CAPTION>
                                         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         2000   101,000    16,480       2,250       8,584             -        -        -
                             1999    83,043     3,462           -           -             -        -        -
                             1998    68,000         -           -           -             -        -        -

Richard K. Dickson II, COO   2000   120,000    14,043       2,250       8,584             -        -        -
                             1999   120,000    10,000           -           -             -        -        -
                             1998   120,000         -           -           -             -        -        -

Wade E. Sherman, Vice
President                    2000   151,445    11,375           -           -             -        -        -
                             1999   127,947       500           -           -             -        -        -


Andrew J. Dale,
President                    2000   104,000    36,407           -      10,000             -        -        -
</TABLE>

                                      -48-
<PAGE>

                      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
--------------------  -----------  ----------  ---------  ----------

Perry T. Massie, CEO       -           -           -


<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
                                                    at Fiscal Year-End(#)       at Fiscal Year-End($)
                         Shares                  --------------------------  --------------------------
                       Acquired On    Value
           Name        Exercise(#)  Realized($)  Exercisable  Unexercisable  Exercisable  Unexercisable
---------------------  -----------  -----------  -----------  -------------  -----------  -------------

<S>                             <C>          <C>     <C>                 <C> <C>                     <C>
Perry T. Massie, CEO            -            -       85,000              -   $  118,750              -

Thomas H. Massie                -            -       85,000              -      118,750              -

Richard K. Dickson II           -            -       85,000              -       82,500              -
</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 Closing
Price of Global's Common Stock at 2000 fiscal year-end was $3.75 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 1 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 nonqualified stock options under the 1995 Stock
Option Plan. As of December 31, 2000, there were options to purchase 328,000

                                      -49-
<PAGE>

shares of Common Stock outstanding under the 1995 Stock Option Plan with options
to purchase 172,000 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 $4.00 per share.

                                 DIRECTOR'S FEES

         The directors of the Company are also executive officers of the
Company. For 2000 directors were not compensated separately or reimbursed for
expenses incurred in attending meetings of the Board of Directors.

               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 Board
has attempted to conserve Global's cash. The Company considers services
rendered, nature of the services, quality of performance, past practice,
conservation of cash 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, 2000 the Company had an employment contract with
Richard K. Dickson II, its Chief Operating 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, 2001 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.

                                      -50-
<PAGE>

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

                                                                              NUMBER         PERCENT
                                                                              ------         -------

         <S>                                                                 <C>               <C>
         Wilma M. Massie (3) .............................................    1,732,826         32%

         Perry T. Massie (4)(5)..........................................    1,630,316         29%

         Thomas H. Massie (6)(7).........................................    1,635,016         29%

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

         Andrew J. Dale (9) ..............................................       25,100          *%

         Jacob J. Hartwick (10) ..........................................       20,112          *%

         All directors and Named Executive
         Officers as a group (6 persons) (11) ............................    3,771,988         68%
</TABLE>

--------------------------

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, 2001, 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, 2001.
4   Includes 85,000 shares subject to options from the Company and 224,000
    shares subject to options from Wilma M. Massie exercisable within 60 days of
    March 20, 2001.
5   11,900 of the shares shown are owned jointly by Perry T. Massie and his
    wife, Sandy Massie, who share voting and investment power with respect to
    such shares.
6   Includes 85,000 shares subject to options from the Company and 224,000
    shares subject to options from Wilma M. Massie exercisable within 60 days of
    March 20, 2001.
7   11,900 of the shares shown are owned jointly by Thomas H. Massie and his
    wife, Cindy Massie, who share voting and investment power with respect to
    such shares.
8   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, 2001.
9   Includes 20,000 shares subject to options from the Company exercisable
    within 60 days of March 20, 2001.
10  Includes 20,000 shares subject to options from the Company exercisable
    within 60 days of March 20, 2001.
11  Includes directors' and executive officers' shares listed above, including
    295,000 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, 2001.

                                      -51-
<PAGE>

         The following table sets forth certain information regarding the
beneficial ownership of The Outdoor Channel's Common Stock as of March 20, 2001
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.

<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)...............................       872,817         8%
         Ray V. Miller (5)..............................................       626,823         6%
         Jerry R. Berglund (6)..........................................       402,500         4%
         Andrew J. Dale (7).............................................       260,000         2%
         Perry T. Massie (8)............................................       208,584         2%
         Thomas H. Massie (9)...........................................       206,334         2%
         Wilma M. Massie (10)............................................      207,500         2%
         Richard K. Dickson II (11)......................................      216,584         2%
         Jacob J. Hartwick (12)..........................................      206,000         2%
         Wade E. Sherman (13)............................................      100,000         1%
         All directors and Named Executive
         Officers as a group (10 persons) (14)...........................    3,307,142        25%
</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, 2001, 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, 2001. 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, 2001 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, 2001 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, 2001.
8   Includes 200,000 shares subject to options from The Outdoor Channel
    exercisable within 60 days of March 20, 2001. 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, 2001. 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, 2001. 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, 2001. 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, 2001.
13  Includes 100,000 shares subject to options from The Outdoor Channel
    exercisable within 60 days of March 20, 2001.
14  Includes directors' and executive officers' shares listed above, including
    2,450,000 shares subject to options from The Outdoor Channel exercisable
    within 60 days of March 20, 2001.

                                      -52-
<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 $12,287 of which $5,445 is attributable to a separate lease The
Outdoor Channel entered into with the lessor in January 2000. Rent expense for
the Company totaled $140,000 and $88,500 for the years ended December 31, 2000
and 1999, respectively. Both leases expire on December 31, 2001.

         In November 1996, Wilma M. Massie, obtained a letter of credit for
$80,000 that was utilized as security for performance under the Agreement with
PanAmSat for The Outdoor Channel's Galaxy 9 satellite transponder. The Outdoor
Channel has agreed to reimburse Mrs. Massie for expenses in maintaining that
letter of credit. From January 1997 through August 1997, Wilma M. Massie loaned
the Company $324,000 on notes bearing interest at 10%. From January 1997 through
August 1997, Perry T. Massie loaned the Company $136,000 on notes bearing
interest at 10%. In September 1997, Wilma M. Massie invested $40,000 in the
Company's public offering and Perry T. Massie invested $24,000 in the Company's
public offering. They paid the same price as other purchasers which was $8.00
per Unit, each Unit consisting of two (2) shares of Common Stock and one (1)
Class F Warrant to purchase Common Stock. In July 1998, Wilma M. Massie loaned
the Company $30,000 on a note bearing interest at 10% for the purpose of
purchasing two large all terrain vehicles for Alaska. In 1998, the rent expense
owed by the Company to Wilma M. Massie was applied as a reduction of a note
receivable from Wilma M. Massie, the balance outstanding on which was $154,579
at December 31, 1998. At the end of 1998, the note receivable from Wilma M.
Massie was applied against the above listed loan amounts plus interest owed to
Wilma M. Massie, resulting in $255,250 owed Wilma M. Massie at December 31,
1998. As of December 31, 1999, the amount owed Wilma M. Massie was $275,775
including accrued interest. As of December 31, 2000, the amount owed Wilma M.
Massie was $496,195 including accrued interest. The amount owed Perry T. Massie,
including accrued interest, at December 31, 2000 and December 31, 1999, was
$147,156 and $149,656, respectively. Interest due Wilma M. Massie on loans by
her referred to above was $57,450 for 2000 and $20,525 for 1999. Interest due
Perry T. Massie on the loans by him referred to above was $13,378 for 2000 and
$15,878 for 1999. The maturity dates of the loans from Wilma M. Massie and Perry
T Massie range from December 31, 2002 to April 30, 2003 and bear interest at
rates that range from 9.5% of 10%.

         As of December 31, 2000, the Company owed Wilma M. Massie an additional
$46,502, secured by a motor home purchased in October 1996. The Company is
paying this obligation at the rate of $520 per month including interest at 9%.
The maturity date for this loan is November 2011.

         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 paying $7,400 per week under the contract.
The Company believes that the contract was initially beneficial to The Outdoor
Channel but that in the future will constitute 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.

         On February 10, 1995, the Company acquired 100% of the stock of GPAA in
exchange for 2,500,000 shares of its Common Stock (the "Acquisition"). The
acquisition agreement ("Acquisition Agreement") provided for the issuance of up
to an additional 1,500,000 shares of Common Stock ("Earn Out Shares") to the
former shareholders of GPAA if GPAA achieved certain earnings or valuation
milestones. The former shareholders of GPAA, Perry T. Massie, Thomas H. Massie,
and Wilma M. Massie, are shareholders of the Company and Messrs. Perry and
Thomas Massie are officers of the Company. For purposes of the Acquisition, the
value of the Global Common Stock was deemed to be $3.50 per share with the
initial total acquisition cost being $8,750,000. Since GPAA was a commonly
controlled company, its assets and liabilities were recorded in 1995 at their
historical cost basis in a manner similar to a pooling of interests. In December

                                      -53-
<PAGE>

1998, 1,000,000 Earn Out Shares were issued to the former shareholders of GPAA
pursuant to the Acquisition Agreement. These additional shares were recorded at
their par value (See "Note 8 to the Consolidated Financial Statements"). The
primary basis for issuing the Earn Out shares was the Prospective Fair Market
valuation of The Outdoor Channel made by BIA Consulting, Inc. ("BIA"). BIA
concluded that the Prospective Fair Market Value of the Channel as of December
31, 1998, was $30 million. GPAA owned 88% of The Outdoor Channel as of December
31, 1998.

         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.

         Effective April 14, 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 been
extended for one terms since then. The agreement provides for a salary of
$10,000 per month of which $750 per month is presently being deferred. 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, 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.

                                      -54-
<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.

                                      -55-
<PAGE>

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, 2000, as follows:

         None

                                      -56-
<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.
                                      ---------------------


<TABLE>
<CAPTION>
           <S>                        <C>
           By: (Signature and Title)   /s/ Perry T. Massie
                                      --------------------------------------------------------
                                      Perry T. Massie, President
                                      Dated: April 2, 2001



         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: April 2, 2001



           By: (Signature and Title)   /s/ Thomas H. Massie
                                      --------------------------------------------------------
                                      Thomas H. Massie, Executive VP, Secretary and Director
                                      Dated: April 2, 2001



           By: (Signature and Title)   /s/ Richard K. Dickson II
                                      --------------------------------------------------------
                                      Richard K. Dickson II, COO, General Counsel and Director
                                      Dated: April 2, 2001



           By: (Signature and Title)   /s/ Steven M. Matano
                                      --------------------------------------------------------
                                      Steven M. Matano, Controller
                                      Dated: April 2, 2001
</TABLE>

                                      -57-