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

   
                                  FORM 10-QSB/A
                                 Amendment No. 1
    

(Mark One)

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

         For the quarterly period ended SEPTEMBER 30, 1996

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         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 Juris-                                 (IRS Employer 
 diction of incorporation                               Identification Number)
 or organization)

                      43445 BUSINESS PARK DRIVE, SUITE 113
                           TEMECULA, CALIFORNIA 92590
--------------------------------------------------------------------------------
              (Address and zip code of principal executive offices)

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

                             GLOBAL RESOURCES, INC.
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to the filing requirements for at least
the past 90 days. Yes [X] NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
                                                    Number of Shares Outstanding
       Class                                           at November 13, 1996
       -----                                        ----------------------------
Common Stock, $.02 par value                                 4,119,264

Transitional Small Business Disclosure Format (Check one):  Yes [ ]       No [X]



<PAGE>   2




















                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


   
                                  FORM 10-QSB/A
                                 Amendment No. 1
    

                              FINANCIAL STATEMENTS
                                 PART I - ITEM 1

--------------------------------------------------------------------------------
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996
--------------------------------------------------------------------------------





                              GLOBAL OUTDOORS, INC.














                                       -2-

<PAGE>   3



                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

   

                                                    ASSETS
<TABLE>
<CAPTION>
                                                             SEPTEMBER 30                  DECEMBER 31
                                                             ------------                  -----------
                                                       Restated           Restated           Restated
                                                       --------           --------           --------

                                                          1996              1995                1995
                                                      ----------         ----------         ----------
CURRENT ASSETS
<S>                                                  <C>                <C>                <C>        
  Cash                                               $    36,901        $   278,095        $   458,448
  Current portion of stockholder receivable               40,800             25,892             40,800
  Other receivables                                      134,820            104,469            135,937
  Income taxes receivable                                 12,340             86,665             75,281
  Inventories                                            134,675            142,411            192,268
  Prepaid expenses                                       414,415            218,137            536,591
                                                      ----------         ----------         ----------


                  Total current assets                   773,951            855,669          1,439,325


MEMBERSHIP RECREATIONAL
         MINING PROPERTIES (Note 3)                      910,547            647,469            646,717

ALASKA RECREATIONAL
         MINING PROPERTIES (Note 3)                    1,535,826          1,574,052          1,550,052

EQUIPMENT AND LEASEHOLD
         IMPROVEMENTS (Note 3)                           420,030             88,389            226,970

STOCKHOLDER RECEIVABLE,
  Interest at 6% $5,000 per month including
  interest, secured by building, less
  current portion                                        251,642            316,834            292,616

DEPOSITS                                                 273,231            428,872            323,226

DEFERRED INCOME TAXES                                    502,829                  -             30,582

OTHER ASSETS                                             123,694             12,140             67,367
                                                      ----------         ----------         ----------

TOTAL ASSETS                                          $4,791,750         $3,923,425         $4,576,855
                                                      ==========         ==========         ==========
</TABLE>
    








                 See Notes to Consolidated Financial Statements

                                       -3-

<PAGE>   4



                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
   
                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                          SEPTEMBER 30                 DECEMBER 31
                                                                          ------------                 -----------
                                                                    Restated           Restated           Restated
                                                                    --------           --------           --------

                                                                      1996                1995                1995
                                                                      ----                ----                ----
                                                           
CURRENT LIABILITIES
<S>                                                              <C>                 <C>                <C>       
   Current maturities of long-term debt                              322,417         $  123,347         $  111,387
   Customer deposits                                                     100                  -             16,979
   Accounts payable and accrued expenses                             125,210            132,388            159,802
   Deferred revenue, current                                         398,939             74,321            310,756
                                                                 -----------         ----------         ----------

                  Total current liabilities                          846,666            330,056            598,924

DEFERRED REVENUE, Long term portion                                1,496,217          1,168,205          1,245,852

DEFERRED INCOME TAXES                                                      -             73,611                  -

LONG TERM DEBT, Less current portion                               1,017,234            157,565            288,600
                                                                 -----------         ----------         ----------
(Note 4)
                  Total liabilities                                3,360,117          1,729,437          2,133,376
                                                                 -----------         ----------         ----------

STOCKHOLDERS' EQUITY (Notes 5 and 6) Common stock, 
   $.02 par value; 50,000,000 shares authorized; 
   shares issued and outstanding: 4,103,551 at 
   September 30, 1996; 4,074,988 at December 31, 1995; 
   and 3,868,758 at September 30, 1995                                82,385             78,562             81,500

   Convertible preferred stock, non voting, 
   10% noncumulative, no liquidation preference, 
   $.001 par value; 10,000,000 shares authorized; 
   shares issued and outstanding: 61,875 at 
   September 30, 1996; 63,195 at December 31,
   1995; and 63,855 at September 30, 1995                                 61                 63                 63

   Additional paid-in capital                                      2,869,109          2,296,807          2,793,938

   Retained Earnings                                              (1,298,672)           (39,806)          (210,772)

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

                  Total stockholders' equity                     $ 1,431,633         $2,193,988         $2,443,479
                                                                 

TOTAL LIABILITIES AND EQUITY                                     $ 4,791,750         $3,923,425         $4,576,855
                                                                 ===========         ==========         ==========
</TABLE>
    


                 See Notes to Consolidated Financial Statements

                                       -4-

<PAGE>   5

   

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                     3 Months Ended                                  9 Months Ended
                                                     --------------                                  --------------
                                             Restated              Restated                  Restated          Restated
                                             --------              --------                  --------          --------
                                         September 30          September 30              September 30      September 30
                                                 1996                  1995                      1996              1995
                                                 ----                  ----                      ----              ----
REVENUES
--------
<S>                                       <C>                  <C>                      <C>                <C>         
    Alaska/Australia Trip                 $   755,420          $    608,945             $     828,901      $    656,161
    Membership Sales                          950,003             1,036,108                 2,652,324         2,603,623
    Advertising                               181,655               124,652                   520,648           296,662
    Management fees                                 -                     -                         -            25,000
    Interest                                    6,132                 5,365                    19,210            25,127
                                          -----------          ------------             -------------      ------------

         Total net revenues               $ 1,893,210          $  1,775,670             $   4,021,083      $  3,606,573
                                          -----------          ------------             -------------      ------------

EXPENSES

    Alaska/Australia trip expenses        $   310,446          $    353,075             $     353,090      $    353,075
    Advertising                               361,796               353,869                 1,219,652           877,296
    Bank credit card charges                    9,879                10,737                    44,280            35,248
    Compensation & related costs              395,211               283,285                 1,050,501           623,447
    Depreciation                               31,200                34,500                    93,600           103,366
    Freight                                    44,947                 5,881                    96,358            39,734
    Insurance                                   1,080                18,278                    47,568            68,101
    Interest                                   25,109                 6,617                    63,430            18,667
    Merchandise purchases                      82,887               123,473                   246,759           184,262
    Office supplies                             7,966                 9,152                    31,710            23,323
    Other                                      39,531                 1,386                   100,822            62,440
    Outside labor                              43,465                73,551                   133,339            82,791
    Postage & delivery                         67,061                91,370                   320,446           243,669
    Printing                                   88,558                53,304                   264,249           204,616
    Professional services                      23,218                 3,919                   146,089            53,392
    Property tax                                3,199                   274                     7,186             3,393
    Provision for doubtful contracts                -                 2,759                         -             2,759
    Repairs and maintenance                    17,331                14,329                    50,678            29,992
    Rent                                       27,774                26,212                    99,439            54,142
    Shows and seminars                         83,262                41,613                   228,812           118,227
    Supplies and small tools                   26,196                30,627                   110,024            94,293
    Tax and license                            10,724                26,307                    33,379            33,383
    Telephone and utilities                    89,922                40,199                   183,880           103,243
    TNN Show                                        -                     -                   574,700                 -
                                          -----------          ------------             -------------      ------------
         Total expenses                   $ 1,790,762          $  1,579,826             $   5,499,991      $  3,412,859
                                          -----------          ------------             -------------      ------------

Income (loss) before income tax           $   102,448          $    195,244             $ (1,478,908)      $    193,714

Income tax expense                             38,930                74,193                 (502,829)            73,611
                                          -----------          ------------             -------------      ------------

Net income (loss)                         $    63,518          $    121,051             $   (976,079)      $    120,103
                                          ===========          ============             =============      ============

Earnings per share (Note 6)               $      0.01          $       0.03             $      (0.23)      $       0.03

</TABLE>
    



                 See Notes to Consolidated Financial Statements

                                       -5-

<PAGE>   6



                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                 Period Ended September 30
                                                                 -------------------------
                                                              1996                      1995
                                                              ----                      ----
<S>                                                   <C>                       <C>         
Cash flows from operating activities                  $   (824,337)             $     (7,913)

Cash flows (used in) investing activities,
     purchase of equipment                                (536,874)                 (787,816)

Cash flows (used in) financing activities,
     payments on long-term debt                            939,664                   308,711
                                                      ------------              ------------

Net increase (decrease) in cash                       $   (421,547)             $   (487,018)

     Cash at beginning of period                      $    458,448              $    765,113
                                                      ------------              ------------

     Cash at end of period                            $     36,901              $    278,095
                                                      ============              ============

</TABLE>




























                 See Notes to Consolidated Financial Statements

                                       -6-

<PAGE>   7

   
                     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, In c.)
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 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:

Management Statement:

The interim financial statements for the period January 1 through September 30 
1996, include all adjustments which in the opinion of management are necessary
in order to make the financial statements not misleading. Said financial
statements have been restated as further described in Note 2 herein.

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.

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 bimonthly 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. 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.

    

                                       -7-

<PAGE>   8
   

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reference to Forms 10-KSB and 10-K:

Please refer to the Company's Form 10-KSB and amendment thereto dated January
1997 for the year ended December 31, 1995 and Form 10-K for the year ended
December 31, 1994 for additional information and disclosures which may be of
interest to the reader hereof.

Recently Issued Accounting Pronouncements:

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and Long-Lived Assets to be Disposed of." The Company has
adopted SFAS No. 121. SFAS No. 121 establishes recognition and measurement
criteria for impairment losses when the Company no longer expects to recover the
carrying value of a long-lived asset. The effect on the consolidated financial
statements of adopting SFAS was not material.

In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." The accounting or disclosure requirements of this statement are
effective at the Company's fiscal year-ended 1996. It is currently anticipated
that the Company will continue to account for stock-based compensation using
Accounting Principles Board Opinion No.
25 and the impact of SFAS 123 has not yet been determined.

Membership Recreational Mining Properties:

Membership recreational mining properties consist primarily of land, are held
for membership use 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 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 or $30 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
    
                                       -8-

<PAGE>   9
   

                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

based upon historical membership longevity taking into consideration member
defaults and withdrawals. Deposits are taken with new sales contracts, which are
fully refundable for 10 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 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 except for
production costs related to the TNN show.

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 December 31, 1995 and 1994 consolidated financial statements and
September 30, 1996 and 1995 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
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 assets, shareholders equity, sales revenue,
operating expenses and profits for the nine months ended September 30, 1996 and
1995:
    
                                       -9-

<PAGE>   10

   
                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                    As Previously              Change in                Barter            As Restated
                                    -------------              ---------                ------            -----------
                                       Reported               LDMA Sales              Eliminated
                                       --------               ----------              ----------
                                                              Accounting
                                                              ----------
9-30-95
-------
<S>                                   <C>                    <C>                     <C>                  <C>         
Assets                                  7,251,171             (3,327,746)                      -            3,923,425
Shareholder equity                      4,343,099             (2,295,496)                      -            2,047,603
Total net revenue                     $ 7,416,683            $(1,028,710)            $(2,781,400)         $ 3,606,573
Operating expenses                      6,363,554               (169,295)             (2,781,400)           3,412,859
                                      -----------            ------------            ------------          ----------
   Net income before tax                1,053,129               (859,415)                      -              193,714
Income tax expense                        292,500               (218,889)                      -               73,611
   Net income                             760,629               (640,526)                      -              120,103
   Earnings per share                 $       .19            $      (.16)     $                -          $       .03



9-30-96
-------
Assets                                 10,265,021             (5,302,294)                      -            4,962,727
Shareholder equity                      5,507,713             (3,905,103)                      -            1,602,610
Total net revenue                     $ 9,706,649            $(2,607,941)            $(3,077,625)         $ 4,021,083
Operating expenses                      8,892,472               (314,856)             (3,077,625)           5,499,991
                                        ---------            ------------             -----------          ----------
   Income before income                   814,177             (2,293,085)                      -           (1,478,908)
       tax 
Income tax expense                        295,000               (797,829)                      -             (502,829)
Net income                                519,177             (1,495,256)                      -             (976,079)

Earnings per share                    $       .12            $      (.35)            $         -          $      (.23)
</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            Revenue 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>
    
                                      -10-
<PAGE>   11


   

                     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>

                                                                    September 30      September 30        December 31
                                                                    ------------      ------------        -----------

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

<S>                                                                  <C>               <C>                <C>      
Membership recreational mining properties:
    Land                                                             $   859,677       $   600,677        $   604,477
    Buildings and improvements                                            79,985            67,396             66,845
                                                                     -----------       -----------        -----------
                                                                         939,662           668,073            671,322
     Less accumulated depreciation                                       (29,105)          (20,604)           (24,605)
                                                                     -----------       -----------        -----------
                                                                     $   910,557       $   647,469        $   646,717
                                                                     ===========       ===========        ===========

Alaska recreational mining properties:
    Land                                                             $ 1,204,773       $ 1,202,373        $ 1,202,373
    Buildings and Improvements                                           444,549           444,549            444,549
    Vehicles and equipment                                               888,511           839,137            842,137
                                                                     -----------       -----------        -----------
                                                                       2,537,833         2,486,059          2,489,059
    Less accumulated depreciation                                     (1,002,007)         (912,007)          (939,007)
                                                                     -----------       -----------        -----------

                                                                     $ 1,535,826       $ 1,574,052        $ 1,550,052
                                                                     ===========       ===========        ===========
  Equipment and Leasehold Improvements:

    Furniture and fixtures                                           $     63,73       $    17,414        $    38,914
    Equipment                                                            425,800           124,739            255,259
    Vehicles                                                              99,033            94,102             94,102
    Leasehold improvements                                                27,748             8,876              8,876
                                                                     -----------       -----------        -----------
                                                                         616,311           245,131            397,151
    Less accumulated depreciation                                       (196,281)         (156,742)           170,181
                                                                     -----------       -----------        -----------

                                                                     $   420,030       $    88,389        $   226,970
                                                                     ===========       ===========        ===========
</TABLE>
  NOTE 4.  LONG-TERM DEBT

  The Company purchased the Vein Mountain Camp for $250,000 to add to its Lost
  Dutchman's holdings in February 1996. The Camp consists of 130 deeded acres
  located in the middle of North Carolina's motherlode. There are presently no
  improvements on the property. There is camping for up to 250 self-contained
  recreational vehicles. In connection with the purchase the Company executed a
  note payable to individuals in the amount of $200,000 secured by Deed of Trust
  on the land. The note is payable in monthly installments of interest at 7.5%
  ($1,250 per month) plus annual principal payments due every January commencing
  in 1997 of $50,000. The Company made significant draws on its bank line of
  credit increasing the amount drawn from $33,139 as of December 31, 1995 to
  $328,061 as of September 30, 1996. In September 1996, the Company converted
  $450,000 of its bank line of credit to a long term loan bearing interest at
  9.75% with $12,500 in principal payable monthly and interest on the balance
  payable monthly.

  NOTE 5.  STOCKHOLDERS' EQUITY

  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

     

                                      -11-
<PAGE>   12



                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  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.

  In July 1996 the stockholders approved increasing the authorized number of
  shares of Common Stock to 50,000,000 shares.

  NOTE 6.  EARNINGS PER SHARE

  Earnings per share are based on the weighted average number of common and
  common equivalent shares outstanding during the year. On September 30, 1996
  and 1995, the weighted average number of shares for computing earnings per
  share were 4,312,550 and 4,101,063, respectively.

  NOTE 7.  SUBSEQUENT EVENTS

  On October 15, 1996, a new independent accounting firm, Arthur Andersen, LLP
  was engaged by the Company as its principal accountants to audit the Company's
  financial statements for the year ended December 31, 1996.



                                      -12-
<PAGE>   13
     



  ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

  This report on Form 10-QSB/A contains forward-looking statements within the
  meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
  Securities Exchange Act of 1934. The Company intends that such forward-looking
  statements be subject to the safe harbors created thereby. This report should
  be read in conjunction with the Company's report on Form 10-KSB and Form
  10-KSB/A for the year ended December 31, 1995.

  COMPARISON OF QUARTERS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995

         Revenues. The Company's revenues include revenues from advertising
  fees, GPAA and Lost Dutchman's membership sales, product sales and the Trips
  Division sales. Advertising fees result from the sale of advertising time on
  The Outdoor Channel and from advertising space in publications such as the
  Gold Prospector magazine. Revenues for the quarter ended September 30, 1996
  were $1,893,210, a modest increase of $117,540 or 7%, compared to revenues of
  $1,775,670 for the quarter ended September 30, 1995. This increase was
  primarily the result of increases in two items of revenue, Advertising and the
  Trips Division. Advertising revenue increased substantially to $181,655 for
  the quarter ended September 30, 1996 compared to $124,652 for the quarter
  ended September 30, 1995, due primarily to an increase in advertising revenue
  for The Outdoor Channel. Revenues from the Trips Division was up significantly
  to $755,420 for the quarter ended September 30, 1996 compared to $608,945 for
  the quarter ended September 30, 1995, due to increased sales of the Alaska
  trip. Membership sales were $950,003 for the quarter ended September 30, 1996
  compared to a higher amount of $1,036,108 for the quarter ended September 30,
  1995. Despite management devoting significant time and resources to increasing
  distribution and revenues for The Outdoor Channel, in the Third Quarter of
  1996, the Company increased its sales for the Alaska Trip and keep revenue for
  membership sales to a small decline.

         Expenses. Expenses consist primarily of the cost of the Company's
  satellite transponder and uplink facilities, programming, advertising and
  promotion, sales and administrative salaries, office expenses and general
  overhead. Expenses for the quarter ended September 30, 1996 were $1,790,762,
  an increase of $186,045, or 12%, compared to $1,604,717 for the quarter ended
  September 30, 1995. This increase was predominately due to change in specific
  line items. Compensation and Related Payroll Costs accounted or the majority
  of the increase in expenses at $395,211 for the quarter ended September 30, 
  1996, compared to $283,285 for the quarter ended September 30, 1995. This
  increase was due to the cumulative addition of executive, sales and
  administrative personnel for The Outdoor Channel during the period after
  September 30, 1995. Shows and Seminars increased significantly to $83,262 for
  the quarter ended September 30, 1996 compared to $41,613 for the quarter ended
  September 30, 1995, due primarily to increased activity at trade shows for The
  Outdoor Channel. Telephone and utilities increased substantially to $89,922
  for the quarter ended September 30, 1996 compared to $40,199 for the quarter
  ended September 30, 1995, due predominately to increased telemarketing efforts
  for the Company's business divisions separate from The Outdoor Channel. Other
  items did not vary significantly or the variation was overall not a relatively
  large amount.

         Income Before Income Taxes. Income before income taxes decreased as a
  percentage of revenues to 5% for quarter ended September 30, 1996 compared to
  11% for the quarter ended September 30, 1995, due to revenues increasing more
  than expenses for the quarter ended September 30, 1996 compared to the quarter
  ended September 30, 1995.

         Income Tax Expense. Income tax expense for the quarter ended September
  30, 1996 was $38,930 compared to $64,734 for the quarter ended September 30,
  1995, due to the Company having greater expenses for the quarter ended
  September 30, 1996, compared to September 30, 1995.
    

                                      -13-
<PAGE>   14
  
   

  GENERAL

         Management of Global continued its emphasis on the growth and
  development of The Outdoor Channel during the third quarter of 1996. Although
  The Outdoor Channel is not aligned with any sizable entertainment or cable
  company, as are many emerging channels, it has achieved substantial visibility
  in the cable industry. The Company is committed to converting visibility for
  The Outdoor Channel's programming into greater distribution into cable
  households. Greater distribution will allow the Company to charge higher
  advertising rates, command subscriber fees from cable affiliates, attract more
  advertisers and receive greater revenues for the Company's products. This
  strategy is a principal contributing factor to increased Company expenses.

         A primary objective of the Company is to obtain distribution for The
  Outdoor Channel. To accomplish this objective the Channel seeks to sign
  national carriage agreements with multiple systems operators ("MSOs") and
  thereafter carriage agreements with the MSOs' individual cable affiliates. In
  January 1996, The Outdoor Channel signed a national carriage agreement with
  Fanch Communications which has 270,000 subscribers. In March 1996, The Outdoor
  Channel signed a national carriage agreement with Service Electric Cable which
  has approximately 257,000 subscribers. In April 1996, in anticipation of
  signing a national carriage agreement, The Outdoor Channel was launched on
  several cable affiliates of Bresnan Communications which has approximately
  209,000 subscribers. In May 1996, The Outdoor Channel signed a national
  carriage agreement with Northland Communications which has approximately
  191,000 subscribers. In July 1996, The Outdoor Channel signed a national
  carriage agreement with Rifkin and Associates which has approximately 370,000
  subscribers. The Company has received verbal agreements with several other
  MSO's. The Outdoor Channel has launched on systems of several MSOs in advance
  of signing a national carriage agreement with those MSOs. The Outdoor Channel
  on an ongoing basis is being launched on the individual cable affiliates of
  the above MSO's as well as MSO's that were signed with prior to 1996 such as
  TCA Cable and Westar Communications. The Company intends to continue its
  promotional activities, such as attending regional and local cable trade
  shows, in order to increase cable industry awareness of The Outdoor Channel.

         In September 1996, The Outdoor Channel executed an agreement retaining
  MediaAmerica, Inc. as the exclusive national advertising sales representative
  for The Outdoor Channel. After a ramp up period, the Company anticipates that
  MediaAmerica will bring net revenues of approximately $60,000 in April 1997,
  with the potential to increase thereafter.

         The Company has continued to aggressively market Lost Dutchman's, other
  memberships and products in 1996.

         On July 16, 1996, the Company held its annual stockholders' meeting. At
  the meeting the stockholders approved changing the Company's name from Global
  Resources, Inc. to Global Outdoors, Inc. to better reflect the nature of the
  Company's business. The name change was effective in the State of Alaska on
  July 23, 1996. The shareholders also approved increasing the authorized number
  of shares of Common Stock to 50,000,000 shares from 5,000,000 shares and
  authorized the Company to increase, in its discretion, the Board of Directors
  to a maximum of seven persons from the prior number of three persons. The
  increase in authorized shares will allow the Company to raise funds by selling
  Common Stock for cash, issue Common Stock for property or businesses and allow
  the Company to effect stock splits.

         On August 5, 1996, the Company filed an SB-2 Registration Statement
  with the Securities and Exchange Commission ("SEC") for a follow-on public
  offering of the Company's Units. The Units consist of two (2) shares of Common
  Stock and one (1) Class F Warrant to purchase Common Stock. The presently
  anticipated price of the Units is $8.00 each. The offering is for a minimum of
  $200,000 and a maximum of $5,000,000 and is being conducted on a best efforts
  basis by the Company, Selected Broker-Dealers/Underwriter. The Company
  anticipates contributing substantially to the sale of Units by referring
  persons to Selected Broker- 
    

                                      -14-
<PAGE>   15
   
  Dealers/Underwriters, in which case, such firms will receive a lower sales 
  commission. In a comment letter date August 22, 1996, the SEC proposed that
  the Company's financial statements be revised to defer revenue for lifetime
  Lost Dutchmans memberships and amortize it on a straight line basis over the
  estimated period which the member is expected to use the land and facilities.

         On October 15, 1996, a new independent accounting firm, Arthur
  Andersen, LLP was engaged by the Company as its principal accountants to audit
  the Company's financial statements for the year ended December 31, 1996.

         As of September 30, 1996, the Company had a $750,000 revolving line of
  credit with Wells Fargo Bank, $328,061 of which was outstanding. The line of
  credit bears interest at 9.25%. In September 1996, the Company converted
  $450,000 of its bank line of credit to a long term loan from said bank bearing
  interest at 9.75% with $12,500 in principal payable monthly and interest on
  the balance payable monthly. The line of credit and loan are unsecured but are
  personally guaranteed by Perry T. Massie, Thomas H. Massie and a major
  shareholder.

         As of November 14, 1996, the Company anticipated that it would require
  additional short-term financing in the amount of $400,000 by mid January 1997
  to meet its anticipated cash flow obligations for the following three months.
  The Company was also considering obtaining collateralized loans from a
  principal shareholder. Management believes that the Company's existing cash
  resources and anticipated cash flows from operations, when combined with
  short-term financing of $400,000 and with the net proceeds of the offering in
  an amount of $1,000,0000, would be sufficient to fund the Company's operations
  at current levels for the next year. To the extent that such amounts are
  insufficient to finance the Company's working capital requirements and the
  Company does not raise at least $1,000,000 in net proceeds in its proposed
  offering, the Company could be required to seek financing in addition to the
  $400,000 the Company believes it will require in the short-term. There can be
  no assurance that equity or debt financing will be available if needed, or, if
  available, will be on terms favorable to the Company or its shareholders.
  Significant dilution may be incurred by present shareholders as a result of
  any such financing.

         Effective January 20, 1997, the Company restated its financial
  statements for the year ended December 31, 1995 and 1994, to among other
  matters, recognize revenue from its Lost Dutchman's sales on a straight line
  basis over ten years and eliminate barter advertising revenue and the
  offsetting expense. This restatement resulted in a substantial reduction of
  revenue, income, assets and equity for the Company. The financial statements
  herein have also been restated and all matters related thereto reflect the
  restatements.
    

                                      -15-
<PAGE>   16
   
                                                         


  ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K

              (a)     Exhibits
                      --------


              Exhibit
              Number
              ------

              27               Financial Data Schedule. (SEC filing only)



              (b)     Reports on Form 8-K
                      -------------------
                      Form 8-K dated September 27, 1996, was filed with the
                      Securities and Exchange Commission regarding a news
                      release on the status of the Company's SB-2 Registration
                      Statement.

    


                                      -16-
<PAGE>   17
   
                                   SIGNATURES

  In accordance with the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this Amendment No. 1 to this report to be
  signed on its behalf by the undersigned thereunto duly authorized.


                                       GLOBAL OUTDOORS, INC.
                                           (Registrant)


  Dated:  January 30, 1997             By: /s/ PERRY T. MASSIE
                                          --------------------------------------
                                          PERRY T. MASSIE,
                                          President and Chief
                                          Executive Officer




  Dated:  January 30, 1997             By: /s/ DAVID M. ASHWOOD
                                          --------------------------------------
                                          DAVID M. ASHWOOD,
                                          Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

    

                                      -17-