<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-KSB/A
   
                                Amendment No. 2
    


(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, 1995
                          -----------------
                          
                                       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>   2
         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 $4,340,987.

         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 25, 1996, 743,414 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 $3,717,070.

                        (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 April 12, 1996    
-----------------------             ----------------------------------------

    Common Stock                                    4,102,856


                      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>   3
   
    

ITEM 7.  FINANCIAL STATEMENTS.

         Following are consolidated financial statements of the registrant for
the years ended December 31, 1995 and 1994, that have been restated effective
January 20, 1997.





                                      -19-
<PAGE>   4
                              GLOBAL OUTDOORS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1994 AND 1995







                                      -20-
<PAGE>   5
                                KENNETH E. WALSH
                           CERTIFIED PUBLIC ACCOUNTANT
                               3820 DEL AMO BLVD.
                                    SUITE 305
                               TORRANCE, CA 90503






                          INDEPENDENT AUDITOR'S REPORT




To the Board of Directors
Global Outdoors, Inc.
Temecula, California



I have audited the accompanying consolidated Balance sheets of Global Outdoors,
Inc. and Subsidiaries as of December 31, 1995 and 1994 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
statements based on my audits.

I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audits provide a reasonable basis for my opinion.

In my 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, 1995 and 1994, and the results of their
operations and their cash flows for the years then ended, in conformity with
generally accepted accounting principles.

The accompanying 1995 and 1994 consolidated financial statements have been
restated to reflect adjustments discussed in note 2.



Kenneth E. Walsh
Certified Public Accountant
January 20, 1997




                                      -21-
<PAGE>   6


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994

   
<TABLE>
<CAPTION>

                                              ASSETS

                                                              Restated         Restated
                                                                1995             1994
                                                             ----------       ----------
<S>                                                          <C>              <C>       
CURRENT ASSETS
   Cash  (Note 11)                                           $  458,448       $  765,113
   Current portion of stockholder receivable (Note 6)            40,800           25,892
   Other receivables                                            135,937           76,879
   Income taxes receivable                                       75,281           86,665
   Inventories                                                  192,268           30,000
   Prepaid expenses                                             536,591          131,853
                                                             ----------       ----------

     Total current assets                                     1,439,325        1,116,402


MEMBERSHIP RECREATIONAL
   MINING PROPERTIES (Note 3)                                   646,717          433,559

ALASKA RECREATIONAL
   MINING PROPERTIES (Note 3)                                 1,550,052        1,585,302

EQUIPMENT AND LEASEHOLD
   IMPROVEMENTS                                                 226,970           69,666

STOCKHOLDER RECEIVABLE,
   Interest at 6% $5,000 per month including interest,
   secured by building, less current portion (Note 6)           292,616          342,570

DEPOSITS (Note 10)                                              323,226           38,000

OTHER ASSETS                                                     97,949           28,640
                                                             ----------       ----------

TOTAL ASSETS                                                 $4,576,855       $3,614,139
                                                             ==========       ==========
</TABLE>
    



                 See Notes to Consolidated Financial Statements



                                      -22-
<PAGE>   7


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994

   
<TABLE>
<CAPTION>

                     LIABILITIES AND STOCKHOLDERS' EQUITY

                                                            Restated           Restated
                                                              1995               1994
                                                           -----------        -----------
<S>                                                        <C>                <C>        

CURRENT LIABILITIES
   Current maturities of long-term debt (Note 4)           $   111,387        $    29,060
   Customer deposits                                            16,979              5,320
   Accounts payable and accrued expenses                       159,802            221,556
   Deferred revenue, current                                   310,756            318,801
                                                           -----------        -----------


     Total current liabilities                                 598,924            574,737

DEFERRED REVENUE, Long term portion                          1,245,852            926,307

DEFERRED INCOME TAXES (Note 7)                                      --            127,352

LONG TERM DEBT, Less current portion (Note 4)                  288,600            181,120
                                                           -----------        -----------

     Total liabilities                                       2,133,376          1,809,716
                                                           -----------        -----------

STOCKHOLDERS' EQUITY (Notes 5 and 12)
   Common stock, $.02 par value; 5,000,000
   shares authorized; shares issued and outstanding;
   1995 4,074,988; 1994 3,843,410                               81,500             76,868

   Convertible preferred stock, non voting, 10%
   noncumulative, no liquidation preference,
   $.001 par value; 10,000,000 shares authorized;
   shares issued and outstanding: 1995 63,195;
   1994 65,455                                                      63                 65

   Additional paid-in capital                                2,793,938          2,060,520

   Retained Earnings                                          (210,772)          (111,780)

   Stock Subscriptions receivable                             (221,250)          (221,250)
                                                           -----------        -----------

     Total stockholders' equity                            $ 2,443,479        $ 1,804,423
                                                           -----------        -----------

TOTAL LIABILITIES AND EQUITY                               $ 4,576,855        $ 3,614,139
                                                           ===========        ===========
</TABLE>
    



                 See Notes to Consolidated Financial Statements




                                      -23-
<PAGE>   8


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
DECEMBER 31, 1995 AND 1994

   
<TABLE>
<CAPTION>

                                               Restated           Restated
REVENUES:                                         1995              1994
                                              -----------        ----------
<S>                                           <C>                <C>       
   Alaska/Australia Trip                      $   673,161        $  981,671
   Membership sales                             3,157,971         2,967,758
   Advertising                                    449,054           338,240
   Management fees (Note 6)                        30,000            25,000
   Gain on sale of land                                --            30,983
   Interest                                        30,781            41,450
                                              -----------        ----------

     Total Net Revenues                         4,340,967         4,385,102


EXPENSES:
   Alaska/Australia trip expenses                 357,570           453,408
   Advertising                                  1,058,988           641,814
   Bank charges                                    45,080            31,908
   Compensation & related payroll costs           825,874           587,643
   Depreciation                                   137,806           148,000
   Freight                                         69,987            66,569
   Insurance                                       67,203            24,009
   Interest                                        38,218            19,992
   Merchandise purchases                          326,502           254,508
   Office supplies                                 30,541            27,646
   Other                                           75,399           144,976
   Outside labor                                  126,036            49,998
   Postage & Delivery                             367,301           295,128
   Printing                                       254,051           306,051
   Professional services                           62,787           311,367
   Property tax                                     8,818             1,214
   Provision for doubtful contracts                 5,906                --
   Repairs and maintenance                         33,984            17,563
   Rent (Note 6)                                   87,772            53,393
   Shows and seminars                             150,496            62,642
   Supplies and small tools                       106,436            54,741
   Tax and license                                 32,259             8,082
   Telephone and utilities                        152,432           138,548
                                              -----------        ----------
      Total expenses                            4,421,446         3,699,200
                                              -----------        ----------


      Income before income taxes                  (80,479)          685,902

Income tax expense (Note 7)                       (30,582)          260,643
                                              -----------        ----------

      Net income (loss)                       $   (49,897)       $  425,259
                                              -----------        ----------

Earnings per share (Note 12)                  $     (0.01)       $     0.11
                                              ===========        ==========
</TABLE>
    


                 See Notes to Consolidated Financial Statements



                                      -24-

<PAGE>   9
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
                                                Common Stock               Preferred Stock
                                                ------------               ---------------
                                            Shares        Amounts       Shares       Amounts
                                          ---------       -------       -------      -------
<S>                                       <C>             <C>            <C>           <C> 
Balance, December 31, 1993                1,914,303       $38,286        69,515        $ 69
Preferred stock converted to
   common stock                               1,780            36        (3,560)         (4)
Common stock issued for
   services                                     500            10            --          --
Common stock issued as
   dividend on preferred stock                3,472            69            --          --
Common stock issued for land                    900            18            --          --
Two for one forward stock
   split (Note 5)                         1,920,955        38,419            --          --
Preferred stock converted to
   common stock                                 500            10          (500)         --
Common stock issued for
   services                                   1,000            20            --          --
Elimination of duplicate income due
   to change in year end (Note 8)                --            --            --          --
Net income                                       --            --            --          --
                                          ---------       -------       -------        ----
Balance, December 31, 1994                3,843,410        76,868        65,455          65

Preferred stock converted to                  2,260            45        (2,260)         (2)
   common stock
Common stock issued for services             27,670           553            --          --
Common stock issued for private
   placement                                195,102         3,902            --          --
Common stock issued as dividend
   on preferred stock                         6,546           132            --          --
Net income (loss)                                --            --            --          --
                                          ---------       -------       -------        ----
Balance, December 31, 1995                4,074,988       $81,500        63,195        $ 63
                                          =========       =======       =======        ====
</TABLE>



See Notes to Consolidated Financial Statements



                                      -25-

<PAGE>   10
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued) 
YEARS ENDED DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>

                                            Additional         Retained      Common Stock
                                              paid in          earnings      subscriptions
                                              capital          (deficit)      (Receivable)          TOTAL
                                            -----------        ---------        ---------        -----------
<S>                                         <C>                <C>              <C>              <C>        

Balance, 12/31/93                           $ 2,067,766        $(494,540)       $(221,250)       $ 1,390,331
Preferred stock converted to
   common stock                                     (32)              --               --                 --
Common stock issued for
   services                                       2,990               --               --              3,000
Common stock issued as
   dividend on preferred
   stock                                         20,763          (20,832)              --                 --
Common stock
   issued for land                                4,482               --               --              4,500
Two for one forward stock
   split (Note 5)                               (38,419)              --               --                 --
Preferred stock converted to
   common stock                                     (10)              --               --                 --
Common stock issued for
   services                                       2,980               --               --              3,000
Elimination of duplicate
   income due to change in                                                             --
   year end (Note 8)                                 --          (21,667)                            (21,667)
Net income                                           --          425,259               --            425,259
                                            -----------        ---------        ---------        -----------
Balance, 12/31/94                             2,060,520         (111,780)        (221,250)         1,804,423

Preferred stock converted
   to common stock                                  (43)              --               --                 --
Common stock issued
   for services                                 109,871          (22,911)              --             87,513
Common stock issued
   for private placement                        597,538               --               --            601,440
Common stock issued
  as dividend on
  preferred stock                                26,052          (26,184)              --                 --
Net income (loss)                                    --          (49,897)              --            (49,897)
                                            -----------        ---------        ---------        -----------
Balance, 12/31/95                           $ 2,793,938        $(210,772)       $(221,250)       $ 2,443,479
                                            ===========        =========        =========        ===========

</TABLE>

See Notes to Consolidated Financial Statements



                                      -26-

<PAGE>   11
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995 AND 1994

   
<TABLE>
<CAPTION>

                                                               Restated         Restated
                                                                 1995             1994
                                                               ---------        ---------
<S>                                                            <C>              <C>      

Cash Flows from Operating Activities
   Net income (loss)                                           $ (49,897)       $ 425,259
   Adjustments to reconcile net income (loss) to net
     cash provided by (used in) operating activities:
     Elimination of duplicated income                                 --          (21,667)
     Depreciation                                                137,806          148,000
     Provision for doubtful accounts                               5,906               --
     Deferred income taxes                                      (157,934)         127,352
     Common stock issued for services                             87,513            6,000
     Change in assets and liabilities:
      (Increase) decrease in:
         Membership sales contracts receivable                  (247,126)        (163,667)
         Prepaid expenses                                       (567,006)         (55,228)
         Other assets                                            (38,736)         (26,500)
         Other receivables                                        97,794            9,568
         Income taxes receivable                                  11,384          (86,665)
      Increase in accounts payable accrued
         expenses, income taxes payable, customer
         deposits and deferred revenue                           563,660          167,318
                                                               ---------        ---------
            Net cash provided by operating activities           (156,636)         529,770
                                                               ---------        ---------

Cash Flows from Investing Activities
   Purchase of property, equipment and
     leasehold improvements                                     (250,851)        (275,547)
   Increase in deposits                                         (285,226)         (38,000)
   Principal payments received on stockholder receivable          35,046           16,395
   Purchase of membership properties                            (222,158)        (125,246)
   Gain on sale of land                                                           (30,983)
   Proceeds from sale of land                                                      32,983
                                                               ---------        ---------
            Net cash provided by (used in) 
              financing activities                              (723,189)        (420,398)
                                                               ---------        ---------

Cash Flows from Financing Activities
   Proceeds from private placement                               601,440               --
   Principal payments on long-term debt                          (28,280)         (26,423)
                                                               ---------        ---------
            Net cash (used in) financing activities              573,160          (26,423)
                                                               ---------        ---------

            Net increase (decrease) in cash                     (306,665)          82,949
Cash
   Beginning                                                     765,113          682,164
                                                               ---------        ---------

   Ending                                                      $ 458,448        $ 765,113
                                                               =========        =========
</TABLE>
    

See Notes to Consolidated Financial Statements



                                      -27-

<PAGE>   12
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995 AND 1994



   
<TABLE>
<CAPTION>
                                                              Restated      Restated
                                                                1995          1994
                                                              --------      --------
<S>                                                           <C>           <C>     
Supplemental Disclosures of Cash Flow Information
   Cash paid for:
     Income taxes                                             $11,384       $423,764
                                                              =======       ========

     Interest                                                 $38,218       $ 19,992
                                                              =======       ========

Supplemental Disclosures of Noncash Investing and
   Financing Activities
   Land acquired with seller financing                        $93,373       $100,000
                                                              =======       ========

   Common stock issued in exchange for land                   $     -       $  4,500
                                                              =======       ========
   Common stock issued for services                           $87,513       $  6,000
                                                              =======       ========
   Common stock issued as a dividend on preferred stock       $26,184       $ 20,832
                                                              =======       ========
</TABLE>
    


                 See Notes to Consolidated Financial Statements



                                      -28-

<PAGE>   13
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of business:

The Company owns and operates The Outdoor Channel, the first national television
network devoted solely to outdoor activities, such as hunting, fishing, scuba
diving, camping, RV-ing and recreational gold prospecting. The Company's other
business activities consist of the promotion and sale of an "Alaska trip", a
recreational gold mining expedition to the Company's Cripple River property
located near Nome, Alaska, and the sale of Lost Dutchman's, (LDMA-AU, Inc.)
memberships which entitled members to engage in recreational prospecting on its
California, Oregon, Alaska, Nevada, Arizona, Colorado, Georgia, North Carolina
and South Carolina properties. The Company has also signed a mutual use
agreement with another organization whose members are entitled to engage in
recreational mining on certain of each other's properties. The Company also
receives revenues from the sale of memberships in a gold prospecting club,
Gold Prospectors' Association of American, Inc. ("GPAA"), revenue from 
advertisers in a bi-monthly magazine, advertising revenue through cable 
television programming d/b/a The Outdoor Channel and through merchandise 
sales. Effective July 23, 1996, the Company changed its name from Global
Resources, Inc. to Global Outdoors, Inc. which change is reflected throughout
these statements.

A summary of the Company's significant accounting policies is as follows:

The Principles of Consolidation:

The consolidated financial statements include the accounts of Global Outdoors,
Inc. and its wholly-owned subsidiaries, LDMA-AU, Inc., Big "M" Mining Company,
Inc., Gold Prospectors' Association of American, Inc. and The Outdoor
Channel, Inc. which operates a satellite and cable television channel.

Membership Recreational Mining Properties:

Membership recreational mining properties consist primarily of land, are held
for membership sales and are recorded at the lower of cost or estimated net
realizable value.

Alaska Recreational Mining Properties:

Alaska recreational mining properties consist primarily of land, buildings and
equipment, are recorded at cost, net of accumulated depreciation on the
buildings and equipment provided on a straight-line basis over the estimated
economic lives which in general is 10 years.

Equipment and leasehold improvements:

Equipment and leasehold improvements are carried at cost. Depreciation is
calculated using accelerated methods over the estimated useful lives of the
assets.

Revenue recognition:

   
Revenue on the "Alaska trip" income is recognized when trips are taken. Trips 
are taken in June through August each year.
    

The Company has sold memberships in its Lost Dutchman's club primarily on an
installment basis. Memberships include contracts that give purchasers
recreational prospecting and mineral rights to the 



                                      -29-

<PAGE>   14
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   
Company's land and rights to use the land and facilities for camping and
recreational vehicle parking. The contracts are generally noninterest bearing,
unsecured and provide for a down payment and monthly installments of $25 for
periods of up to ten years. No deferred revenue or accounts receivable have
been recorded for amounts not yet due under the contract terms due to
uncertainty with respect to collection. Sales revenue is recognized based upon 
a weighted average ten year straight line method. The ten year weighted 
average method was established based upon historical membership longevity 
taking into consideration member defaults and withdrawals. Deposits are taken 
with new sales contracts, which are fully refundable for 60 days.
    

   
The Company also sells Gold Prospecting club memberships for periods varying
from one year to lifetime memberships. For nonlifetime memberships, revenue is
recognized over the life of the membership. Approximately 10% of the Gold
Prospecting club members are members of the Lost Dutchman's club referred to in
the paragraph above. Based on demographics, the Gold Prospecting club members
have a longer term than the Lost Dutchman's members. Management estimates the 
expected period of time a lifetime member is active in the membership club to 
be fifteen years. Accordingly, for lifetime memberships, revenue is recognized 
on a straight line basis over fifteen years. Effective March 1, 1994, the 
expected period of time a lifetime member is active in the membership club 
was extended from ten to fifteen years as it was determined that lifetime 
members are remaining active on average approximately fifteen years.
    

Reclassification:

Certain prior year amounts in the consolidated financial statements have been
reclassified to conform to the current year presentation.

Advertising:

Advertising costs are charged to income as incurred and production costs of
advertising are expensed the first time the advertising takes place.

Income taxes:

Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and deferred tax liabilities
are recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of the enactment.

NOTE 2.  RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

The Company's 1995 and 1994 consolidated financial statements have been restated
to reflect the above stated revenue recognition policy for its Lost Dutchman's
membership sales from a policy of recognizing most of the revenue upon execution
of a sales contract and the expiration of the refund period as previously



                                      -30-

<PAGE>   15
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

reported. In addition, the consolidated financial statements have been restated
to eliminate all barter advertising revenue as previously reported. The
Company's changes in accounting policy and in revenue recognition policy have
resulted in the following changes in sales revenue, operating expenses and
profits:

<TABLE>
<CAPTION>
                                                      Change in
                                 As Previously       LDMA Sales              Barter            
                                   Reported          Accounting            Eliminated            As Restated
                                  ----------        ------------           -----------           -----------
<S>                               <C>                 <C>                   <C>                   <C>        
1994
----

Total assets                      $5,927,729          $(2,313,585)          $        --           $ 3,614,139
Shareholder equity                 3,267,398           (1,462,975)                   --             1,804,423
Total net revenue                  7,330,574           (1,257,653)           (1,687,819)            4,385,102
Operating expenses                 5,683,110             (296,091)           (1,687,819)            3,699,200
                                  ----------          -----------           -----------           -----------
   Net income before tax           1,647,464             (961,562)                   --               685,902
Income tax expense                   654,043             (393,400)                   --               260,643
   Net income                        993,421             (568,162)                   --               425,259
   Earnings per share             $      .26          $      (.15)          $        --           $       .11



1995
----

Assets                            $8,515,312          $(3,938,457)          $        --           $ 4,576,855
Shareholders equity                4,912,483           (2,469,004)                   --             2,443,479
Total net revenue                  9,691,736           (1,968,819)           (3,381,950)            4,340,967
Operating expenses                 8,174,066             (370,670)           (3,381,950)            4,421,446
                                  ----------          -----------           -----------           -----------
   Income before income tax        1,517,670           (1,598,149)                   --               (80,479)

Income tax expense                   561,538             (592,120)                   --               (30,582)
Net income                           956,132           (1,006,029)                   --               (49,897)

Earnings per share                $      .23          $      (.24)          $        --           $      (.01)
</TABLE>


As of December 31, 1995 scheduled payments and amounts to be recognized as
income in future years from existing Lost Dutchman's membership sales contracts
are:

<TABLE>
<CAPTION>

                                     Scheduled          Revenues to Be
                                      Payments            Recognized
                                     ----------         --------------
             <S>                     <C>                 <C>       
             1996                    $  981,624          $1,072,865
             1997                       902,957           1,072,865
             1998                       800,538           1,072,865
             1999                       698,617           1,072,865
             2000                       426,045           1,045,332
             2001 and after           1,465,629           3,486,377
                                     ----------          ----------
             Total                   $5,275,410          $8,823,169
                                     ==========          ==========
</TABLE>




                                      -31-

<PAGE>   16
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3.  PROPERTY, PLANT AND EQUIPMENT

The components of property, plant and equipment are as follows:

<TABLE>
<CAPTION>

                                                        1995                  1994
                                                    -----------           -----------
<S>                                                 <C>                   <C>        
Membership recreational mining properties:
   Land                                             $   604,477           $   384,568
   Buildings and improvements                            66,845                64,596
                                                    -----------           -----------
                                                        671,322               449,164

Less accumulated depreciation                           (24,605)              (15,605)
                                                    -----------           -----------

                                                    $   646,717           $   433,559
                                                    ===========           ===========

Alaska recreational mining properties:
   Land                                             $ 1,202,373           $ 1,202,373
   Buildings and improvements                           444,549               444,549
   Vehicles and equipment                               842,137               796,387
                                                    -----------           -----------
                                                      2,489,059             2,443,309
Less accumulated depreciation                          (939,007)             (858,007)
                                                    -----------           -----------

                                                    $ 1,550,052           $ 1,585,302
                                                    ===========           ===========
</TABLE>

<TABLE>
<CAPTION>
                                                        1995                  1994
                                                    -----------           -----------
<S>                                                 <C>                   <C>
Equipment leasehold improvements:
  Furniture and fixtures                            $    38,914           $     3,477
  Equipment                                             255,259                96,688
  Vehicles                                               94,102                89,926
  Leasehold improvements                                  8,876                 1,950

Less accumulated depreciation                           170,181               122,375
                                                    -----------           -----------

                                                    $   226,970           $    69,666
                                                    ===========           ===========
</TABLE>


NOTE 4.  LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>

                                                           1995             1994
                                                         --------          -------
<S>                                                      <C>               <C>    
Note payable to an individual, secured by first
   deed of trust on land, payable in monthly
   installments of $746 including interest at
   9.5%, balance due August 1998.                        $ 65,889          $68,348

Note payable to finance companies, secured by
   vehicles, payable in monthly installments
   including interest ranging from 2.9% to
   12.5%.                                                 109,019           42,965

Notes payable to an individual, secured by
   first deed of trust on land, payable in
   monthly installments of $900 including
   interest at 8.0%, balance due June 1996.                93,373               --
</TABLE>




                                      -32-

<PAGE>   17
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>

<S>                                                   <C>               <C>     
Line of Credit payable to a bank, unsecured,
   payable on a revolving payment plan 
   Total available balance is $500,000 
   Monthly installments currently at $727
   including interest at 9.5%.                          33,139                --

Note payable to individuals, secured by deed
   of trust, payable in monthly installments
   of $808 including interest at 9.5%,
   balance due January 2001.                            98,567            98,867
                                                      --------          --------
                                                       399,987           210,180
Less current maturities                                111,387            29,060
                                                      --------          --------

Total Long Term Debt                                  $288,600          $181,120
                                                      ========          ========
</TABLE>

The aggregate maturities of long-term debt as of December 31, 1995 are as
follows:

<TABLE>

             <S>                                     <C>     
             1996                                    $111,387
             1997                                      31,240
             1998                                      86,590
             1999                                      63,280
             2000                                      46,210
             Thereafter                                61,280
                                                     --------
                                     
                                                     $399,987
                                                     ========
</TABLE>

                        
NOTE 5.  STOCKHOLDERS' EQUITY

Preferred stock:

During 1990, the company issued 71,835 shares of 10% noncumulative, convertible,
exchangeable, nonvoting preferred stock at $.001 par value for $5 per share. The
preferred shares have no liquidation preference over the Company's common stock.
The preferred shares are convertible at any time at the option of the holder
into common stock at the rate of one share of common stock for one share of
preferred stock. The preferred stock is exchangeable at the option of the Board
of Directors, in whole or in part, at the same rate of one share of common stock
for one share of preferred stock.

Stock option plan:

On February 8, 1986, the Company granted certain stockholders and other
individuals the option to purchase 112,500 shares of $.02 par value common stock
for $5.00 per share over a period of five years. On June 28, 1990, the Company
amended its stock option plan by terminating options to purchase 16,000 shares
and granting options to purchase an additional 5,500 shares to certain
stockholders and individuals. On June 15, 1993, the Company further amended its
stock option plan by granting options to purchase additional 118,000 shares, at
$4.50 per share and extending the life of all the options through July 1, 1997.




                                      -33-
<PAGE>   18
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Due to a two for one forward stock split authorized by the Board of Directors in
August, 1994, the options prices were revised from $5.00 and $4.50 to $2.50 and
$2.25 per share and the number of options outstanding were doubled. The stock
option plan includes a provision under which the Company will purchase the
options from the holder's estate at the agreed upon price upon death of the
holder. During 1995 a new stock option plan was adopted but no options were
granted under this stock option plan.

Transactions during the years ended December 31, 1993 through 1995 are
summarized as follows:

<TABLE>
<CAPTION>
                                                             Options
                                                           Outstanding
                                                           -----------

<S>                                                          <C>    
     Balance, December 31, 1993                              175,000
        Options exercised                                          -
        Stock split                                          175,000
                                                           ---------

     Balance, December 31, 1994                              350,000
        Options exercised                                          -
        Options granted                                       35,000
                                                           ---------

     Balance, December 31, 1995                              385,000
                                                           =========
</TABLE>

The stock options outstanding as of December 31, 1995 totaled 385,000, at prices
ranging form $2.25 to $3.25 per share, with 345,000 exercisable as of December
31, 1995 and 40,000 exercisable during the following periods:

<TABLE>
<CAPTION>
                                                             Options
During Year                                                  Becoming
Ending December 31                                         Exercisable
------------------                                         -----------

     <S>                                                     <C>   
     1996                                                    30,000
     1997                                                    10,000
                                                             ------

                                                             40,000
                                                             ======
</TABLE>

Common stock subscriptions receivable:

On June 22, 1993 certain stockholders and other individuals exercised a portion
of their options available under the stock option plan above. In connection
therewith, the Company loaned these individuals a total of $221,250 in order to
provide the funds to purchase the respective shares of common stock. The notes
receivable from the individuals bear interest at 4% and are secured by the
respective shares of common stock.




                                      -34-

<PAGE>   19
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock split:

In February of 1992, the Board of Directors authorized a one-for-twenty reverse
stock split which reduced the number of outstanding common shares from
12,250,435 to 612,521. The par value of the Company's common stock was
simultaneously increased from $.001 a share to $.02 a share. All per share
amounts for prior years have been restated to give retroactive effect to the
reverse stock split.

In August 1994, the Board of Directors authorized a two-for-one forward stock
split which increased the number of outstanding shares from 1,920,955 to
3,841,910. The par value of the Company's common stock was not changed.

NOTE 6.  COMMITMENTS AND RELATED PARTY TRANSACTIONS

The Company is leasing its administrative facilities from a stockholder under a
month-to-month lease agreement requiring monthly rent payments of $4,000 from
January to March and $5,000 the remaining months of the year. Rent expense
totaled $57,000 for the year ended December 31, 1995 and $48,000 for 1994. The
company holds the building as security on the stockholder note receivable and
accordingly, the rent commitment extends through the term of the note. The total
rent commitment at December 31, 1995 is ten years or $600,000.

The Company receives management fees from lost Dutchman's Mining Associations,
Inc., a nonprofit corporation related through common directors. Management fees
totaled approximately $30,000 and $25,000 for the years ended December 31, 1995
and 1994 respectively.

The Company receives interest on the stockholder receivable. Interest on the
receivable totaled approximately $21,000 and $28,000 for the years ended
December 31, 1995 and 1994, respectively. The Company initiated an agreement
with one of its directors during 1994 to receive legal services on a monthly
basis. The agreement calls for the Company to pay the director a monthly
retainer in the amount of $5,000. In the event that services rendered by the
director on behalf of the Company exceed $5,000 in any given month, the
agreement calls for the director to receive shares of the Company's common stock
at its then current fair market value as payment for the services in excess of
$5,000.

NOTE 7.  INCOME TAXES

A reconciliation of income tax expense to the amount computed by applying
statutory income tax rates to earnings before income taxes is as follows:

<TABLE>
<CAPTION>
                                                1995                      1994
                                             ---------                  --------
<S>                                          <C>                        <C>     

      Federal income tax                     $ (22,952)                 $212,643
      State income tax, net                     (7,630)                   48,000
                                             ---------                  --------
                                             $ (30,582)                 $260,643
                                             =========                  ========


</TABLE>



                                      -35-

<PAGE>   20
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Due to the immateriality of deferred taxes, the individual components of
deferred taxes have not been included in this footnote pursuant to FAS 109. The
breakdown of the income tax expense between current and deferred are as follows:


<TABLE>
<CAPTION>


                                               1995                 1994
                                            ---------             --------
<S>                                         <C>                   <C>     
      Current                               $      --             $133,291
      Deferred                                (30,582)             127,352
                                            ---------             --------

                                            $ (30,582)            $260,643
                                            =========             ========
</TABLE>

NOTE 8.  BUSINESS COMBINATION

On February 10, 1995, the Company effected a business combination with GPAA by
exchanging 2,500,000 shares of its common stock for all of the common stock of
GPAA. GPAA was 100% owned by the majority stockholders of the Company. The
agreement also calls for an additional 1,500,000 shares of commons stock to be
issued if certain earnings or valuation levels are attained. The principal
business of GPAA is the sales of memberships in a gold prospecting club. The
GPAA also generates revenue from advertisers in a bimonthly magazine, through
satellite and cable television programming d/b/a The Outdoor channel and through
merchandise sales. The combination was accounted for in manner similar to a
pooling of interests. GPAA previously had a year-end of February 28 and as a
result of the combination has adopted a December 31 fiscal year-end. The income
and cash flows for two months ended February 28, 1994 are included in both of
the twelve months ended December 31, 1995 and 1994. The duplication of the
income for these two months totals $21,667 and is eliminated in the statement of
retained earnings.

NOTE 9.  LEASE AGREEMENTS

During the year ended 1995, the Company entered into several operating lease
agreements. Satellite equipment was leased under terms of an operating lease
agreement that expired on November 30, 1995 and requiring monthly payments of
$75,000. Satellite equipment is now being used under terms of an operating lease
agreement expiring on March 1, 1999 and requiring monthly payments ranging from
$115,000 for the first year with the monthly amount increasing $10,000 per year.
The agreement contains an option to lease the satellite for an additional two
years with the monthly payments increasing an additional $10,000 each year. The
Company currently has a deposit on the satellite equipment of $270,000. This
consists of a $45,000 deposit and three prepaid rent checks of $75,000 each.

Equipment is being leased under three separate operating lease agreements
expiring at various dates through February 2000. Monthly payments on the three
agreements total approximately $2,300.

The total minimum rental commitment under these operating lease agreements due
in future years as follows: 1996 $1,367,642; 1997 $1,513,609; 1998 $1,633,609;
1999 $158,609; 2000 $1,967 (total $4,675,436).




                                      -36-

<PAGE>   21
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10.  SUBSEQUENT EVENTS

Subsequent to year-end, the Company purchased 130 acres of land in North
Carolina. This land will be used for gold mining camps. The purchase price of
the land was $250,000. A down payment of $50,000 was made. Interest only
payments are due each month with a $50,000 balloon payment due on January first
of each year until paid off.

Also subsequent to year-end, the Company began producing and airing a gold
prospecting show on TNN. The first show aired on January of 1996. During 1995
the Company paid $363,436 in expenses to produce the show. Since the show did
not air until 1996, these costs were set up in the current asset called prepaid
expenses.

NOTE 11.  CASH CONCENTRATION RISK

The Company has approximately $250,000 and $147,000 in two separate financial
institutions on December 31, 1995 and approximately $288,000 and $194,000 in
two separate financial institutions on December 31, 1994. Deposits at a 
financial institution in excess of $100,000 are not insured.

NOTE 12.  EARNINGS PER SHARE

Earnings per share are based on the weighted average number of common and common
equivalent shares outstanding during the year. In 1995 and 1994, the weighted
average number of shares for computing primary earnings per share were 4,087,678
and 3,937,704 respectively.




                                      -37-

<PAGE>   22
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13.  BUSINESS SEGMENT INFORMATION

Business segment information is summarized as follows:

 <TABLE>
<CAPTION>
                                                                                          Additions to
                                                                          Depreciation     Property,
                                                                           and Cost of    Equipment &
                                        Income Before                       Membership     Leasehold
                         Revenues       Income Taxes          Assets           Sold       Improvements
                        ----------      ------------        ----------       --------     ------------
  <S>                           <C>              <C>                <C>              <C>            <C>     
 
 1994
  Alaska trip
  income                $  981,671       $   438,913        $1,585,302       $100,852       $189,478
  The Outdoor
     Channel               167,148          (426,187)           69,033          5,811             --
  Membership
     sales of
     recreational
     prospecting
     and mineral
     rights and
     merchandise
     sales               2,967,758         1,995,960         1,212,968             --        134,062
Corporate                  268,526        (1,322,784)        1,210,482         41,337         38,228
                        ----------       -----------        ----------       --------       --------


                        $4,385,102       $   685,902        $4,077,785       $148,000       $361,768
                        ==========       ===========        ==========       ========       ========
</TABLE>

<TABLE>
<CAPTION>

                                                                                            Additions to
                                                                             Depreciation    Property,
                                                                              and Cost of   Equipment &
                                          Income Before                       Membership     Leasehold
                          Revenues        Income Taxes          Assets           Sold       Improvements
                        -----------        -----------        ----------       --------     ------------
<S>                     <C>                <C>                <C>              <C>            <C>     
 1995
  Alaska trip
  income                $   673,161        $   315,591        $1,550,052       $ 81,000       $ 45,750
  The Outdoor
     Channel                314,958           (816,637)          562,915         21,306        135,189
  Membership
     sales of
     recreational
     prospecting
     and mineral
     rights and
     merchandise
     sales                3,157,971          1,648,575         1,522,230             --        222,158
Corporate                   194,877         (1,228,008)        1,817,180         35,500         69,912
                        -----------        -----------        ----------       --------       --------

                        $ 4,340,967        $   (80,479)       $5,452,377       $137,806       $473,009
                        ===========        ===========        ==========       ========       ========
</TABLE>



                                      -38-



<PAGE>   23
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits:


<TABLE>
<CAPTION>
Exhibit
Number                            Description
------                            -----------
<S>              <C>
3                Articles of Incorporation and by-laws*

4                Instruments defining the rights of securityholders, 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).

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).

21               Subsidiaries of Registrant*

23               Consent of experts and counsel*
</TABLE>





                                      -39-
<PAGE>   24

<TABLE>
<S>              <C>
27               Financial Date Schedule (SEC only).  (filed herewith)

99.1             Consolidated Financial Statements for Gold Prospector's Association of America, Inc. ("GPAA") 
                 for the years ended December 31, 1994, and February 28, 1994 and 1993 (incorporated by reference 
                 to Exhibit 99.1 to the Company's Form 10-K for the year ended
                 December 31, 1994).

99.2             Pro Forma combined Financial Statements for the Registrant and GPAA for the years ended December 31, 
                 1994, 1993 and 1992 (incorporated by reference to Exhibit 99.2 to the Company's Form 10-K for the 
                 year ended December 31, 1994).
</TABLE>


*        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; and Amendment
         No. 3 filed on February 7, 1990

(b)      The company filed the following report on Form 8-K during the quarter
         ended December 31, 1995, as follows: On November 16, 1995, the Company
         filed a report on Form 8-K regarding its third quarter results of
         operations.





                                      -40-
<PAGE>   25
                                   SIGNATURES

         In accordance with section 13 or 15 (d) of the Exchange Act, the
registrant caused this Amendment No. 1 to this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


(Registrant) GLOBAL OUTDOORS, INC.
             ---------------------

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


   
Dated: January 30, 1997
       ----------------
    

   
By:                             /s/ David M. Ashwood 
                           -----------------------------------------------
                                    David M. Ashwood, Chief Financial
                                    Officer
                                    (Principal Financial and Accounting
                                    Officer)


Dated: January 30, 1997
       ----------------
    





                                      -41-