<PAGE>


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

                                  FORM 10-KSB/A

                                 AMENDMENT NO. 1


(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, 1996
                          -----------------

                                       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 [ ] No [X]


<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 $5,485,008.

         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 April 2, 1997, 772,922 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 $3,188,303.

                         (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 2, 1997             
------------------------------             ----------------------------
          Common Stock                              4,128,814


                      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>


ITEM 7.  FINANCIAL STATEMENTS.

         Following are consolidated financial statements of the registrant for
the years ended December 31, 1996 and 1995. The consolidated financial
statements for the ended December 31, 1996 have been restated effective December
11, 1998.



                                      -3-
<PAGE>


                              GLOBAL OUTDOORS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995


                                      -4-
<PAGE>


                                TABLE OF CONTENTS


                                                                            Page

Report of Independent Public Accountants.......................................6

Consolidated Balance Sheets....................................................8

Consolidated Statements of Operations.........................................10

Consolidated Statements of Stockholders' Equity...............................11

Consolidated Statements of Cash Flows.........................................12

Notes to Consolidated Financial Statements....................................14


                                      -5-
<PAGE>


                               ARTHUR ANDERSEN LLP




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


To the Board of Directors of
       Global Outdoors, Inc.:

We have audited the accompanying consolidated balance sheet of GLOBAL OUTDOORS,
INC. (an Alaska corporation) AND SUBSIDIARIES as of December 31, 1996, and the
related consolidated statements of Operations, stockholders' equity and cash
flows for the year then ended, as restated, seeNote 14. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides 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, 1996, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.


                                                      /s/ Arthur Andersen LLP
                                                          ARTHUR ANDERSEN LLP
Orange County, California
April 15, 1997, (except for Note 14,
  as to which the date is December 11,
  1998)


                                      -6-
<PAGE>


                                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 sheet of Global Outdoors,
Inc. and Subsidiaries as of December 31, 1995 and the related consolidated
statements of operations, stockholders' equity and cash flows for the year 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 audit.

I conducted my audit 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 audit provides a reasonable basis for by 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 the results of their
operations and their cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Kenneth E. Walsh
Certified Public Accountant
January 20, 1997


                                      -7-
<PAGE>

<TABLE>

GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995

<CAPTION>

                                     ASSETS
                                                                                 Restated
                                                                                   1996             1995
                                                                               ------------     ------------

<S>                                                                            <C>              <C>        
CURRENT ASSETS
    Cash                                                                       $    82,027      $   458,448
    Current portion of stockholder receivable                                       56,400           40,800
    Advertising receivables, net of allowance for doubtful accounts                             
            of $39,242 and $15,104 in 1996 and 1995, respectively                   82,334          135,937
    Income taxes receivable                                                        230,000           75,281
    Inventories                                                                    159,361          192,268
    Prepaid expenses                                                               174,372          560,059
                                                                               ------------     ------------

       Total current assets                                                        784,494        1,462,793


MEMBERSHIP RECREATIONAL                                                                       
    MINING PROPERTIES, NET                                                         995,010          646,717

ALASKA RECREATIONAL                                                                           
    MINING PROPERTIES, NET                                                       1,465,609        1,550,052

OUTDOOR CHANNEL EQUIPMENT, NET                                                     386,584          147,919

OTHER EQUIPMENT AND LEASEHOLD                                                                 
    IMPROVEMENTS, NET                                                              232,703           79,051

STOCKHOLDER RECEIVABLE                                                             223,657          306,874

TRADEMARKS, net of accumulated amortization of $4,720 and 
    none in 1996 and 1995, respectively                                             85,601           41,248

DEPOSITS AND OTHER ASSETS                                                           52,240          342,201
                                                                               ------------     ------------

TOTAL ASSETS                                                                   $ 4,225,898      $ 4,576,855
                                                                               ============     ============

</TABLE>


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


                                      -8-
<PAGE>

<TABLE>

GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995

<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                 Restated
                                                                                   1996             1995
                                                                               ------------     ------------

<S>                                                                            <C>              <C>        
CURRENT LIABILITIES                                                                           
    Line of credit                                                             $   715,322      $    33,139
    Current maturities of long-term debt                                           303,593           21,567
    Current maturities of capital leases                                            47,172           17,726
    Customer deposits                                                                9,500           16,979
    Accounts payable and accrued expenses                                          420,198          159,802
    Deferred revenue, current                                                            -        1,134,794
                                                                               ------------     ------------

       Total current liabilities                                                 1,495,785        1,384,007

DEFERRED REVENUE, Less current portion                                           2,084,782          421,814

LONG TERM DEBT, Less current portion                                               637,717          252,724

CAPITAL LEASES, Less current portion                                               192,664           74,831
                                                                               ------------     ------------

       Total liabilities                                                         4,410,948        2,133,376
                                                                               ------------     ------------

STOCKHOLDERS' EQUITY

    Convertible preferred stock, non voting, 10% 
    noncumulative, no liquidation preference, 
    $.001 par value; 10,000,000 shares authorized;
    shares issued and outstanding 60,775 in 1996 and                                          
    63,195 in 1995                                                                      61               63

    Common stock, $.02 par value; 50,000,000 and
    5,000,000 shares authorized in 1996 and 1995, respectively;
    shares issued and outstanding:                                                                   
    4,122,394 in 1996 and 4,074,988 in 1995                                         82,448           81,500

    Additional paid-in capital                                                   2,941,163        2,793,938

    Preferred stock dividend payable in common stock                                12,640                -

    Retained deficit                                                            (3,000,112)        (210,772)

    Common stock subscriptions receivable                                         (221,250)        (221,250)
                                                                               ------------     ------------

       Total stockholders' equity                                                 (185,050)       2,443,479
                                                                               ------------     ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $ 4,225,898      $ 4,576,855
                                                                               ============     ============
</TABLE>


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



                                      -9-
<PAGE>

<TABLE>

GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
DECEMBER 31, 1996 AND 1995

<CAPTION>
                                                                                 Restated
                                                                                   1996             1995
                                                                               ------------     ------------
<S>                                                                            <C>              <C>
REVENUES:                                                                      
    Alaska trip                                                                $   828,901      $   656,161
    Merchandise sales                                                              488,973                -
    Membership sales                                                             2,910,447        3,133,110
    Advertising                                                                    960,462          439,817
    Interest                                                                        23,789           43,039
    Other income                                                                    45,436           68,840
                                                                               ------------     ------------

       Total revenues                                                            5,258,008        4,340,967

EXPENSES:
    Alaska trip expenses                                                           553,596          235,832
    Cost of merchandise sold                                                       321,843                -
    Cost of memberships sold                                                       268,974          684,072
    Satellite transmission fees                                                  1,441,619          901,294
    Advertising and programming                                                    945,357          157,899
    Selling, general and administrative                                          4,582,674        2,404,131
    Interest                                                                       138,303           38,218
                                                                               ------------     ------------
         Total expenses                                                          8,252,366        4,421,446
                                                                               ------------     ------------

         Loss before income taxes                                               (2,994,358)         (80,479)

Income tax benefit                                                                 217,658           30,582
                                                                               ------------     ------------

         Net loss                                                              $(2,776,700)     $   (49,897)
                                                                               ------------     ------------

Loss per share                                                                 $     (0.68)     $     (0.01)
                                                                               ============     ============

Weighted average number of common
    shares outstanding                                                           4,103,141        3,867,517
                                                                               ============     ============

</TABLE>


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


                                      -10-
<PAGE>

<TABLE>

GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996 AND 1995 (RESTATED)

<CAPTION>
                                                                                                           Preferred
                                                                   Additional               Common stock     stock
                         Preferred stock        Common stock         paid-in     Retained   subscriptions   dividend
                       Shares     Amounts    Shares      Amounts     capital      deficit     receivable     payable      TOTAL
                     ---------- ---------- ---------- ------------ ----------- ------------ -------------- ----------- -----------
<S>                     <C>     <C>        <C>        <C>          <C>         <C>          <C>            <C>         <C>
Balance,
  December 31, 1994     65,455  $      65  3,843,410  $    76,868  $2,060,520  $  (111,780) $    (221,250) $        -  $1,804,423
Preferred stock
    converted to
    common stock        (2,260)        (2)     2,260           45         (43)           -              -           -           -
Common stock issued
    for services             -          -     27,670          553     109,871      (22,911)             -           -      87,513
Common stock issued                                                                                                             
    for private                                                                                                    
    placement                -          -    195,102        3,902     597,538            -              -           -     601,440
Common stock issued
    as dividend on
    preferred stock          -          -      6,456          132      26,052      (26,184)             -           -           -
  
Net loss                     -          -          -            -           -      (49,897)             -           -     (49,897)
                     ---------- ---------- ---------- ------------ ----------- ------------ -------------- ----------- -----------
Balance, December
    31, 1995            63,195         63  4,074,988       81,500   2,793,938     (210,772)      (221,250)          -   2,443,479
Preferred stock                                                                                                                 
    converted to                                                                         -                         
    common stock        (2,420)        (2)     2,420           48         (46)                          -           -           -
Common stock issued
    for services             -          -     21,568          431      90,400            -              -           -      90,831
Common stock issued                                                                                                             
    in private                                                                                                                  
    placement                -          -     26,868          538      75,526            -              -           -      76,064
Purchase of partial                                                                                                               
    shares                   -          -          -            -          (9)           -              -           -          (9)
Preferred stock
    dividend payable
    in common stock          -          -          -            -           -      (12,640)             -      12,640           -
Retirement of
    treasury stock           -          -     (3,450)         (69)    (18,646)           -              -           -     (18,715)

Net loss                     -          -          -            -           -   (2,776,700)             -           -  (2,776,700)
                     ---------- ---------- ---------- ------------ ----------- ------------ -------------- ----------- -----------
Balance, December
    31, 1996            60,775  $      61  4,122,394  $    82,448  $2,941,163  $(3,000,112) $    (221,250) $   12,640  $ (185,050)
                     ========== ========== ========== ============ =========== ============ ============== =========== ===========

</TABLE>


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


                                      -11-
<PAGE>

<TABLE>

GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996 AND 1995

<CAPTION>
                                                                                 Restated
                                                                                   1996             1995
                                                                               ------------     ------------
<S>                                                                            <C>              <C>
Cash Flows from Operating Activities:                                          
    Net loss                                                                   $(2,776,700)     $   (49,897)
    Adjustments to reconcile net loss to net                                                    
       cash used in operating activities:                                          263,144          137,806
       Depreciation and amortization                                                24,138            5,906
       Provision for doubtful accounts                                                   -         (127,352)
       Deferred income taxes                                                        90,831           87,513
       Common stock issued for services                                                     
       Application of rent obligation toward reduction of stockholder 
         note receivable                                                            67,617           20,788
       Change in assets and liabilities:                                            32,907         (162,268)
         (Increase)/ decrease in inventory                                         385,687         (428,206)
         (Increase)/ decrease in prepaid expenses                                 (154,719)          11,384
         (Increase)/ decrease in income taxes receivable                            29,465          (64,964)
         (Increase)/ decrease in advertising receivables                           289,961         (285,226)
         (Increase)/ decrease in deposits and other assets                                  
         (Increase)/ decrease in accounts payable and accrued expenses             260,396          (61,754)
         (Increase)/ decrease in deferred revenue                                  528,174          311,500
         (Increase)/ decrease in customer deposits                                  (7,479)          11,659
                                                                               ------------     ------------

                  Net cash used in operating activities                           (966,578)        (593,111)
                                                                               ------------     ------------
                       by operating activities                                

Cash Flows from Investing Activities:                                                       
    Purchase of property, plant and equipment                                     (919,311)        (473,218)
    Expenditures for trademarks                                                    (44,353)         (31,583)
                                                                               ------------     ------------

         Net cash used in investing activities                                    (963,664)        (504,801)
                                                                               ------------     ------------

Cash Flows from Financing Activities:                                                       
    Proceeds from private placement                                                 76,064          601,440
    Proceeds from long-term debt, net                                            1,496,481          189,807
    Retirement of Treasury Stock                                                   (18,715)               -
    Purchase of partial shares                                                          (9)               -
                                                                               ------------     ------------

             Net cash provided by financing activities                           1,553,821          791,247
                                                                               ------------     ------------

             Net decrease in cash                                                 (376,421)        (306,665)

             Beginning cash balance                                                458,448          765,113
                                                                               ------------     ------------

             Ending cash balance                                               $    82,027      $   458,448
                                                                               ============     ============
</TABLE>


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



                                      -12-
<PAGE>

<TABLE>

GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 1996 AND 1995

<CAPTION>

                                                                                   1996             1995
                                                                               ------------     ------------
<S>                                                                            <C>              <C>
Supplemental Disclosures of Cash Flow Information:

    Cash paid for:
       Income taxes                                                            $         -      $    11,384
                                                                               ============     ============

       Interest                                                                $   132,677      $    38,218
                                                                               ============     ============

Supplemental Disclosures of Noncash Investing and
    Financing Activities:

    Land acquired by incurring note payable                                    $   200,000      $    93,373
                                                                               ============     ============

    Common stock issued as a dividend on preferred stock                       $         -      $    26,184
                                                                               ============     ============

    Application of rent obligation toward reduction of stockholder
    note receivable                                                            $    73,150      $    57,000
                                                                               ============     ============

</TABLE>


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


                                      -13-
<PAGE>


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

Global Outdoors, Inc. (the Company) owns and operates The Outdoor Channel, Inc.,
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 entitle 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, Inc. and through
merchandise sales. Effective July 23, 1996, the Company changed its name from
Global Resources, Inc. to Global Outdoors, Inc.

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.

During 1996, the Company experienced significant operating losses, principally
from the operation of The Outdoor Channel, Inc. As a result of losses in 1996
and prior years, at December 31, 1996, the Company has negative working capital.
Furthermore, losses subsequent to December 31, 1996 have resulted in a deficit
stockholders' equity position. The Company is currently conducting a public
offering of common stock, and management is discussing additional
capital-raising efforts with third parties; however, management is unable to
predict the outcome of the discussions or determine to what extent the Company
will increase its capital base. Management is also currently negotiating
carriage agreements with third parties that could result in a significant
increase in the subscriber base for The Outdoor Channel, Inc., which would
result in an increase in advertising revenue for the Company; however,
management is unable to predict the outcome of those negotiations or determine
when the Company's revenues will increase. Under the terms of such carriage
agreements, the Company could be required to pay significant up-front fees.
Management believes the Company will be able to obtain financing to pay any such
fees. In April, 1997, the Company entered into an agreement with Perry T.
Massie, Thomas H. Massie and Wilma M. Massie (the Principal Stockholders),
whereby the Principal Stockholders agreed to provide for the cash flow
requirements of the Company over the next twelve months by means of loans or
equity investments.

SIGNIFICANT ACCOUNTING POLICIES:

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. All material
intercompany accounts and transactions have been eliminated in consolidation.


                                      -14-
<PAGE>


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


INVENTORIES:

Inventories are valued at the lower of cost (first-in, first-out) or market.

TRADEMARKS:

Trademarks are amortized on a straight-line basis over 15 years.

MEMBERSHIP RECREATIONAL MINING PROPERTIES:

Membership recreational mining properties consist primarily of land, are held
for membership use and are recorded at cost, net of accumulated depreciation on
non-land assets provided on a straight-line basis over 15 years.

ALASKA RECREATIONAL MINING PROPERTIES:

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

OUTDOOR CHANNEL EQUIPMENT:

Outdoor Channel assets consist primarily of equipment and are recorded at cost,
net of accumulated depreciation provided on a straight line basis over five
years.

OTHER EQUIPMENT AND LEASEHOLD IMPROVEMENTS:

Equipment and leasehold improvements are carried at cost net of accumulated
depreciation provided on a straight line basis over five to ten years.

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 LDMA-AU primarily on an installment basis.
Memberships include contracts that give purchasers recreational prospecting and
mineral rights to the 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 of 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 on new sales contracts, and are fully refundable for 10 days.


                                      -15-
<PAGE>


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The Company also sells GPAA 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 GPAA members are members of
LDMA-AU referred to in the paragraph above. Based on demographics, the GPAA
members have a longer term than LDMA-AU members. Management estimates the
expected period of time a lifetime member is active in the GPAA to be fifteen
years. Accordingly, for lifetime memberships, revenue is recognized on a
straight line basis over fifteen years.

Advertising revenue for The Outdoor Channel, Inc. is recognized when the
advertisement takes place. Advertising revenue from advertisers in the Company's
bi-monthly magazine is recognized when the magazine is distributed.

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 expense as incurred and production costs of
advertising are expensed the first time the advertising takes place.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS:

Effective in 1997, the Company will be required to adopt Statement of Financial
Accounting Standards No. 128, "Earnings per Share" and No. 129, "Capital
Structure." The impact of the adoptions of these pronouncements is not expected
to be material to the Company's financial position or results of operations.

INCOME TAXES:

Deferred taxes are provided on the 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.

LOSS PER SHARE:

The computation of loss per share is based on the weighted average number of
common and common equivalent shares outstanding during the year. In 1996 and
1995, the weighted average number of shares for computing loss per share was
4,103,141 and 3,867,517, respectively. The computation of fully diluted loss per
share was antidilutive in each of the periods presented; therefore, the amounts
reported for primary and fully diluted loss are the same.

USE OF ESTIMATES:

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.


                                      -16-
<PAGE>


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FAIR VALUE OF FINANCIAL INSTRUMENTS:

The carrying value of accounts receivable and trade payables approximates the
fair value due to their short-term maturities. The carrying value of the
Company's debt is considered to approximate fair market value as the interest
available to the Company for loans with similar terms.

ACCOUNTING FOR STOCK BASED COMPENSATION:

The Company accounts for stock-based compensation issued to employees using the
intrinsic value based method as prescribed by The Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 25). Under
the intrinsic value based method, compensation is the excess, if any, of the
fair value of the stock at the grant date or other measurement date over the
amount an employee must pay to acquire the stock. Compensation expense, if any,
is recognized over the applicable service period, which is usually the vesting
period.

In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation"
(SFAS No. 123). This standard, if fully adopted, changes the methods of
accounting for employee stock-based compensation plans to the fair value based
method. For stock options and warrants, fair value is determined using an option
pricing model that takes into account the stock price at the grant date, the
exercise price, and the expected life of the option or warrant. Compensation
expense, if any, is recognized over the applicable service period, which is
usually the vesting period.

The adoption of the accounting methodology of SFAS No. 123 is optional and the
Company has elected to continue accounting for stock-based compensation issued
to employees using APB No. 25; however, pro forma disclosures, as if the Company
adopted the cost recognition requirements under SFAS No. 123, are required to be
presented (see Note 6).


NOTE 2.  PROPERTY, PLANT AND EQUIPMENT

The components of property, plant and equipment are as follows at December 31,
1996 and 1995:

<TABLE>
<CAPTION>
                                                                1996                1995    
                                                           --------------     --------------
         <S>                                               <C>                <C>
         Membership recreational mining properties:
              Land                                         $     926,378      $     604,477
              Buildings and improvements                         102,874             66,845
                                                           --------------     --------------
                                                               1,029,252            671,322
              Less accumulated depreciation                      (34,242)           (24,605)
                                                           --------------     --------------

                                                           $     995,010      $     646,717 
                                                           ==============     ==============

         Alaska recreational mining properties:
              Land                                         $   1,129,773      $   1,202,373
              Buildings and improvements                         444,549            444,549
              Vehicles and equipment                             894,103            842,137 
                                                           --------------     --------------
                                                               2,468,425          2,489,059
              Less accumulated depreciation                   (1,002,816)          (939,007)
                                                           --------------     --------------

                                                           $   1,465,609      $   1,550,052 
                                                           ==============     ==============
</TABLE>


                                      -17-
<PAGE>

<TABLE>

GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<CAPTION>


         <S>                                               <C>                <C>
         Outdoor Channel equipment:
              Equipment                                    $     433,211      $     159,635
              Furniture and fixtures                              64,001             37,289
              Leasehold improvements                              25,626              4,298
                                                           --------------     --------------
                                                                 522,838            201,222
              Less accumulated depreciation                     (136,254)           (53,303)
                                                           --------------     --------------

                                                           $     386,584      $     147,919
                                                           ==============     ==============

         Other equipment and leasehold improvements:

              Furniture and fixtures                       $      11,625      $       1,625
              Equipment                                          287,842             95,624
              Vehicles                                           150,283             94,102
              Leasehold improvements                               6,578              4,578
                                                           --------------     --------------
                                                                 456,328            195,929
Less accumulated depreciation                                   (223,625)          (116,878)
                                                           --------------     --------------
                                                           $     232,703      $      79,051
                                                           ==============     ==============

</TABLE>


NOTE 3.  DEFERRED REVENUE

As of December 31, 1996 scheduled payments and amounts to be recognized as
income in future years from existing LDMA-AU and GPAA sales contracts are:

                                                 Revenue to Be
                           Scheduled Payments      Recognized
                          ------------------- -------------------
1997                         $ 2,167,856         $ 1,433,552
1998                           1,932,988           1,413,577
1999                           1,764,842           1,378,547
2000                           1,448,121           1,337,982
2001                           1,113,140           1,403,689
Thereafter                       411,505           3,728,887
                             ------------        ------------
                             $ 8,838,452         $10,696,234
                             ============        ============


                                      -18-
<PAGE>


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4.  DEBT

<TABLE>

Long-term debt consists of the following at December 31, 1996 and 1995:

<CAPTION>
                                                                                      1996           1995 
                                                                                   ----------     ----------
   <S>                                                                             <C>            <C>

                    Note payable to individuals, secured by deed
   of trust, payable in monthly installments of $805 including
   interest at 8.5 percent, balance due December 2000.                             $  97,237      $  98,567

                   Note payable to an individual, secured by first deed of trust
   on land, payable in monthly installments of $746 including interest at 9.5
   percent, balance due May
   1998.                                                                              63,020         65,889

                   Notes payable to an individual, secured by first deed of
   trust on land, payable in monthly installments of $900 including interest at
   8.0 percent, balance due May
   1997.                                                                              89,917         93,373

                   Note payable to individuals, secured by first deed of trust
   on land, payable in four annual installations
   of $50,000 beginning in 1997, with an interest at 7.5 percent.                    200,000              -

                   Note payable to the major stockholder,
   secured by a motor home, payable at $520 per month including
   interest at 9 percent.                                                             51,070              -

                   Note payable to finance companies, secured by
   vehicles, payable in monthly installments including interest                               
   ranging from 7.75 to 9.75 percent.                                                 27,566         16,462

                   Installment note payable to a bank, secured by accounts
   receivable and inventory, guaranteed by three stockholders, payable in
   monthly installments of $12,500 plus
   interest at 9.75 percent.                                                         412,500              -
                                                                                   ----------     ----------
                                                                                     941,310        274,291
                   Less current maturities                                           303,593         21,567
                                                                                   ----------     ----------
                                                                                   $ 637,717      $ 252,724
                                                                                   ==========     ==========
</TABLE>


                                      -19-
<PAGE>


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The aggregate maturities of long-term debt as of December 31, 1996 are as
follows:

         1997                     $303,593
         1998                      268,864
         1999                      172,854
         2000                      150,572
         2001                       45,427
                                  --------
                                  $941,310
                                  ========

As of December 31, 1996, the Company had a $750,000 revolving line of credit
agreement with a bank, $715,322 of which was outstanding. The line of credit is
guaranteed by three shareholders of the Company. The line of credit agreement
specifies a 9.25 percent interest rate and an expiration date of June 10, 1997.
The Company intends to renew the line of credit.


NOTE 5.  CAPITAL LEASES

The Company leases various equipment which is accounted for as capital leases. A
schedule of future minimum lease payments together with the present value of the
minimum lease payments as of December 31, 1996 is as follows:

MINIMUM LEASE PAYMENTS FOR THE YEAR ENDING:

                               1997                               $ 72,314
                               1998                                 79,801
                               1999                                 79,343
                               2000                                 51,752
                               2001                                  3,143
                                                                   286,353
        Less amount as representing interest                        46,517
        Present value of minimum lease payments                    239,836
        Less: current portion                                       47,172
                                                                  $192,664
                                                                  ========

At December 31, 1996 the book value of the assets held under capital leases is
approximately $225,000. The amortization of these assets is included in
depreciation expense.


                                      -20-
<PAGE>


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6.  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. On December 11, 1996, the Company authorized
the payment of a common stock dividend to holders of the preferred shares as of
December 31, 1996 at a rate of one common stock for every ten shares of
preferred stock. The remaining stock dividend was paid in January 1997 and is
reflected as a common stock dividend payable on December 31, 1996.

STOCK OPTION PLAN:

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 (1995 Plan). As discussed
in Note 1 above, the Company accounts for the above plans under APB Opinion No.
25, under which no compensation cost has been recognized.

Had compensation cost for these plans been determined consistent with SFAS No.
123, the Company's net income and earnings per share would have been reduced to
the following pro forma amounts for the years ended December 31, 1996 and 1995:


                                                    1996             1995
                                                ------------     ------------
Net loss                       As reported      $(2,776,700)     $   (49,897)
                                                ============     ============
                               Pro forma        $(2,796,532)     $  (552,085)
                                                ============     ============
Loss per share                 As reported         $  (0.68)        $  (0.01)
                                                   =========        =========
                               Pro forma           $  (0.68)        $  (0.14)
                                                   =========        =========


The fair value of each option granted to employees and directors is estimated
using the Black-Scholes option-pricing model on the date of grant using the
following assumptions: (i) no dividend yield, (ii) average volatility of 67 and
71 percent for 1996 and 1995, respectively, (iii) weighted-average risk-free
interest rate of approximately 6.3 percent, and (iv) expected life between 1 to
5 years.


                                      -21-
<PAGE>


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A summary of the status of the Company's three stock option plans at December
31, 1996 and 1995 and changes during the years then ended is presented in the
table and narrative below:

<TABLE>
<CAPTION>

                                                           1996                         1995    
                                                       ------------                ------------

                                                  Shares       Wtd. Avg       Shares       Wtd Avg
                                                  (000)        Ex Price        (000)       Ex Price
                                              -------------- ------------- ------------- -------------

<S>                                           <C>            <C>           <C>           <C>         
Outstanding at beg. of year                             510  $       2.86           350  $       2.33

Granted                                                  13          3.83           370          3.33

Exercised                                                 -             -             -             -

Expired/Forfeited                                       (20)         3.25          (210)         3.25
                                              ============== ============= ============= =============
Outstanding at end of year                              503          2.69           510          2.68
                                              ============== ============= ============= =============

Exercisable at end of year                              493          2.66           510          2.68
                                              ============== ============= ============= =============

Weighted average fair value of options                                                                
granted                                       $        3.13                $       2.01               
                                              ==============               ============= 


</TABLE>


The 503,000 options outstanding at December 31, 1996 have exercise prices
between $2.25 and $4.00 and a weighted average remaining contractual life of 7.6
years.

In addition to the options granted above, a principal shareholder granted
100,000 options to an employee of the Company in October 1995 at an exercise
price of $3.50 per share which vested immediately. The options expire in October
2005.

On November 17, 1994, a principal shareholder granted options to purchase
200,000 shares each to three directors of the Company. In July 1995, two of
these directors subsequently assigned 40,000 shares each to an employee of the
Company. The options all vest immediately, have exercise prices of $2.33 and
expire November 17, 2004.

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, these individuals issued promissory notes to the Company whereby the
individuals are obligated to pay a total of $221,250, plus interest at 4 percent
per annum, due on June 30, 1999, secured by the related shares of common stock.

RETIREMENT OF TREASURY STOCK:

During 1996, the Company retired all of its common shares held in treasury.


                                      -22-
<PAGE>


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7.  IMPAIRMENT OF INVESTMENTS AND LONG-LIVED ASSETS

Effective January 1, 1996, the Company adopted Statement of Financial Accounting
Standard No. 121 "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of." This statement requires, among other
things, that an impairment loss shall only be recognized when the carrying
amount of a long-lived asset exceeds the expected future cash flows
(undiscounted and without interest charges) and that, when appropriate, the
amount of loss to be recognized shall be measured as the amount by which the
carrying value exceeds the fair value of the asset. The adoption of this
statement did not have a material effect on the financial position or results of
operations of the Company.


NOTE 8.  COMMITMENTS, CONTINGENCIES AND RELATED PARTY TRANSACTIONS

The Company is leasing its administrative facilities from a stockholder under an
agreement which requires monthly rent payments of approximately $0.34 per square
foot. The term of this lease is from January 1997 to December 2000. Rent expense
paid to the stockholder totaled $73,150 and $57,000 for the years ended December
31, 1996 and 1995, respectively. The building serves as security under the terms
of the note receivable from the stockholder. The note receivable, in the amount
of $280,057 at December 31, 1996, plus interest at six percent is due in 2000.

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.

Effective October 1995, the Company entered into an agreement with an employee
of The Outdoor Channel, Inc. which expires in January 2000. Among other
provisions, the agreement provides for a salary of $180,000 per year and bonuses
paid at least once a year as determined by the Compensation Committee of the
Board of Directors.

>From time to time Global 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 Global's operations or financial
position.


                                      -23-
<PAGE>


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 9.  INCOME TAXES

The components of the benefit for income taxes for the years ending December 31,
1996 and 1995 are summarized as follows:

                                                         1996             1995
                                                      ----------      ----------
Current:
Federal                                               $(847,159)      $       -
  
State                                                  (149,499)              -
Deferred:        
Federal                                                 662,000         (22,952)
State                                                   117,000          (7,630)
                                                      ----------      ----------
Income tax benefit                                    $(217,658)      $ (30,582)
                                                      ==========      ==========


The following table reconciles the federal statutory income tax rate to the
effective tax rate of the benefit for income taxes:

                                                         1996            1995
                                                      ----------      ----------
Federal statutory income tax rate                        (34.0)%         (34.0)%
State income taxes, net of federal benefit                (5.6)           (4.0)
Effect of net operating loss carry forward net utilized   14.0             -
Valuation of temporary differences                        15.3             -
Other                                                      2.4             -
                                                      ----------      ----------
Effective tax rate                                        (7.9)%         (38.0)%
                                                      ==========      ==========


                                                         1996             1995
                                                     -----------      ----------
Bad debts                                            $   17,000       $   4,000
Depreciation                                             95,000          73,000
Accruals                                                 57,000          14,000
Deferred revenue                                        743,000         413,000
Net operating loss                                      371,000               -
                                                     -----------      ----------
                                                      1,283,000         504,000
Valuation allowance                                  (1,283,000)       (504,000)
                                                     -----------      ----------
Net deferred tax asset                               $        -       $       -
                                                     ===========      ==========

The Company has available for federal and state income tax purposes, net
operating loss carryforwards of approximately $930,000 and $1,640,000,
respectively, which expire in the year 2011.


                                      -24-
<PAGE>


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10.  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 common 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 bi-monthly magazine 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.


NOTE 11.  LEASE AGREEMENTS

The Company leases its facilities and certain equipment under noncancelable
operating leases which expire at various dates through December, 2000. In 1995,
under the terms of an operating lease, the Company acquired certain rights to
utilize certain satellite equipment. This lease was to expire on July 7, 1998.
The Company terminated this agreement on March 1, 1997 and entered into a new
satellite equipment lease that will expire on June 30, 1998. This agreement
requires monthly payments of $115,000 during the period March 1, 1997 through
June 30, 1997, $150,000 through October 31, 1997, $170,000 through February 28,
1998 and $190,000 through June 30, 1998.

In addition, equipment is leased under two separate operating lease agreements
expiring at various dates through December 2000. Monthly payments on the two
agreements total approximately $1,500. The total minimum rental commitment under
these operating lease agreements (including the operating lease with a
stockholder, see Note 8) is as follows:

                                       1997          $1,764,012
                                       1998           1,214,012
                                       1999             114,012
                                       2000               5,890
                                                     ----------- 
                                                     $3,097,926
                                                     ===========

During the years ended December 31, 1996 and 1995, the Company incurred
$1,490,812 and $984,019, respectively, in rental expenses.


NOTE 12.  SUBSEQUENT EVENTS

In February 1997, the Company pledged 250,000 shares of common stock in lieu of
a deposit under the terms of a satellite equipment lease (see Note 11 above).

In February 1997, Wilma M. Massie, a principal shareholder of the Company,
loaned the Company $125,000 on a note bearing interest at 10%.

In April, 1997, the Company entered into an agreement with Perry T. Massie,
Thomas H. Massie and Wilma M. Massie (the Principal Stockholders), whereby the
Principal Stockholders agreed to provide for the cash flow requirements of the
Company over the next twelve months by means of loans or equity investments (see
Note 1).


                                      -25-
<PAGE>


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13.  BUSINESS SEGMENT INFORMATION

<TABLE>

Business segment information is summarized as follows:

<CAPTION>

                                                                                                   Additions to
                                                                                                     Property,
                                            Income (Loss)                                           Equipment &
                                                Before                        Depreciation and       Leasehold
                            Revenues         Income Taxes         Assets        Amortization       Improvements
-----------------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>              <C>               <C>               <C>
1995                        

  Alaska trip               $  656,161        $   315,591      $  1,550,052      $     81,000      $      45,750
  The Outdoor
     Channel                   314,958           (816,637)          897,041            21,306            135,189
  Membership
     sales of
     recreational
     prospecting
     and mineral
     rights and            
     merchandise        
     sales                   3,133,110          1,648,575           988,918             9,000            222,158
Other                          236,738         (1,228,008)        1,140,844            26,500             70,121 
                            -----------       ------------      ------------     -------------      -------------
                        
                            $4,340,967        $   (80,479)      $ 4,576,855      $    137,806       $    473,218
                            ===========       =============     ============     =============      =============

</TABLE>

<TABLE>
<CAPTION>
                                                                                                   Additions to
                                                                                                     Property,
                                            Income (Loss)                                           Equipment &
                                                Before                        Depreciation and       Leasehold
                            Revenues         Income Taxes         Assets        Amortization       Improvements
-----------------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>              <C>               <C>               <C>
1996                         

  Alaska trip               $  828,901        $    158,678      $ 1,465,608      $     69,700       $     54,365
  The Outdoor
     Channel                   743,143          (1,983,518)         679,519           100,197            321,616
  Membership
     sales of
     recreational
     prospecting
     and mineral
     rights and              
     merchandise             
     sales                   3,399,420             150,841        1,047,250            36,667            357,930
Other                          286,544          (1,320,359)       1,033,521            56,580            185,400
                            -----------        ------------      -----------     -------------      -------------
                            $5,258,008        $  2,994,358       $4,225,898      $    263,144       $    919,311
                            ===========       =============      ===========     =============      =============

</TABLE>


                                      -26-
<PAGE>


GLOBAL OUTDOORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 14  RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

The Company's 1996 consolidated financial statements have been restated to
reflect a reduction in revenue from Lost Dutchman's membership sales of $227,000
and an increase of $227,000 in deferred revenue. As previously reported
Membership sales for 1996 was $3,137,447. As restated Membership sales for 1996
is $2,910,447. As previously reported Net loss for 1996 was $2,549,700. As
restated Net loss for 1996 is $2,776,700. As previously reported Loss per share
for 1996 was $(0.62). As restated Loss per share for 1996 is $(0.68). As
previously reported Deferred revenue, current for 1996 was $1,433,552 and
Deferred revenue, less current portion for 1996 was $424,230. As restated
Deferred revenue, current for 1996 is $0 and Deferred revenue for 1996 is
$2,084,782.


                                      -27-
<PAGE>


                                   SIGNATURES

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


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


By: (Signature and Title)         /s/ Perry T. Massie                      
                                  -----------------------------------------
                                  Perry T. Massie, President
Dated: December 16, 1998
       -----------------




                                      -28-